ARTICLE ONE DEFINITIONS Affiliate . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 Authenticating Agent . . . . . . . . . . . . . . . . . . . . . . 9 Board of Directors . . . . . . . . . . . . . . . . . . . . . . . 9 Board Resolution . . . . ....

Exhibit 4.5

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

HOVNANIAN ENTERPRISES, INC.

AND

___________________________
as Trustee

Form of Subordinated Indenture

Dated as of _________________

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

CROSS REFERENCE SHEET
_______________

Provisions of Trust Indenture Act of 1939 and Indenture to be dated
as of __________________ between Hovnanian Enterprises, Inc. and
________________________, Trustee:

Section of the Act Section of Indenture

310(a)(1), (2) and (5) . . . 6.9
310(a)(3) and (4) . . . . . . Inapplicable
310(b) . . . . . . . . . . . 6.8 and 6.10(a), (b) and (d)
310(c) . . . . . . . . . . . Inapplicable
311(a) . . . . . . . . . . . 6.13
311(b) . . . . . . . . . . . 6.13
311(c) . . . . . . . . . . . Inapplicable
312(a) . . . . . . . . . . . 4.1 and 4.2(a)
312(b) . . . . . . . . . . . 4.2(a) and (b)(i) and (ii)
312(c) . . . . . . . . . . . 4.2(c)
313(a) . . . . . . . . . . . 4.4(a)(i), (ii), (iii), (iv), (v), (vi) and
(vii)
313(a)(5) . . . . . . . . . . Inapplicable
313(b)(1) . . . . . . . . . . Inapplicable
313(b)(2) . . . . . . . . . . 4.4(b)
313(c) . . . . . . . . . . . 4.4(c)
313(d) . . . . . . . . . . . 4.4(d)
314(a) . . . . . . . . . . . 4.3
314(b) . . . . . . . . . . . Inapplicable
314(c)(1) and (2) . . . . . . 11.5
314(c)(3) . . . . . . . . . . Inapplicable
314(d) . . . . . . . . . . . Inapplicable
314(e) . . . . . . . . . . . 11.5
314(f) . . . . . . . . . . . Inapplicable
315(a), (c) and (d) . . . . . 6.1
315(b) . . . . . . . . . . . 5.8
315(e) . . . . . . . . . . . 5.9
316(a)(1) . . . . . . . . . . 5.7
316(a)(2) . . . . . . . . . . Not required
316(a) (last sentence) . . . 7.4
316(b) . . . . . . . . . . . 5.4
317(a) . . . . . . . . . . . 5.2
317(b) . . . . . . . . . . . 3.5(a)
318(a) . . . . . . . . . . . 11.7

TABLE OF CONTENTS

ARTICLE ONE
DEFINITIONS
Affiliate . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Authenticating Agent . . . . . . . . . . . . . . . . . . . . . . 9
Board of Directors . . . . . . . . . . . . . . . . . . . . . . . 9
Board Resolution . . . . . . . . . . . . . . . . . . . . . . . . 9
Business Day . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Commission . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Consolidated Net Tangible Assets . . . . . . . . . . . . . . . . 10
Corporate Trust Office . . . . . . . . . . . . . . . . . . . . . 10
Depositary . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Dollars . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Exchange Act . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Event of Default . . . . . . . . . . . . . . . . . . . . . . . . 10
Global Security . . . . . . . . . . . . . . . . . . . . . . . . 10
Holder . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Holder of Securities . . . . . . . . . . . . . . . . . . . . . . 10
Securityholder . . . . . . . . . . . . . . . . . . . . . . . . . 10
Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Indenture . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Issuer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Issuer Order . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Officers' Certificate . . . . . . . . . . . . . . . . . . . . . 12
Opinion of Counsel . . . . . . . . . . . . . . . . . . . . . . . 12
original issue date . . . . . . . . . . . . . . . . . . . . . . 12
original issue discount . . . . . . . . . . . . . . . . . . . . 12
Original Issue Discount Security . . . . . . . . . . . . . . . . 12
Outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Periodic Offering . . . . . . . . . . . . . . . . . . . . . . . 13
Person . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Place of Payment . . . . . . . . . . . . . . . . . . . . . . . . 13
principal . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
principal amount . . . . . . . . . . . . . . . . . . . . . . . . 14
record date . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Responsible Officer . . . . . . . . . . . . . . . . . . . . . . 14
Restricted Subsidiary . . . . . . . . . . . . . . . . . . . . . 14
Securities Act . . . . . . . . . . . . . . . . . . . . . . . . . 14
Security . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Senior Indebtedness . . . . . . . . . . . . . . . . . . . . . . 14
Significant Subsidiary . . . . . . . . . . . . . . . . . . . . . 14
Subsidiary . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Trust Indenture Act of 1939 . . . . . . . . . . . . . . . . . . 15
Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Unrestricted Subsidiary . . . . . . . . . . . . . . . . . . . . 15
U.S. Government Obligations . . . . . . . . . . . . . . . . . . 15
vice president . . . . . . . . . . . . . . . . . . . . . . . . . 15
Yield to Maturity . . . . . . . . . . . . . . . . . . . . . . . 15

ARTICLE TWO
SECURITIES . . . . . . . . . . . . . . 15
SECTION 2.1 Forms Generally . . . . . . . . . . . . . . . . . . 15
SECTION 2.2 Form of Trustee's Certificate of Authentication . . 16

SECTION 2.3 Amount Unlimited Issuable in Series . . . . . . . . 17
SECTION 2.4 Authentication and Delivery of Securities . . . . . 19
SECTION 2.5 Execution of Securities . . . . . . . . . . . . . . 22
SECTION 2.6 Certificate of Authentication . . . . . . . . . . . 23
SECTION 2.7 Denomination and Date of Securities; Payments
of Interest . . . . . . . . . . . . . . . . . . . 23
SECTION 2.8 Registration, Transfer and Exchange . . . . . . . . 24
SECTION 2.9 Mutilated, Defaced, Destroyed, Lost and Stolen
Securities . . . . . . . . . . . . . . . . . . . 26
SECTION 2.10 Cancellation of Securities; Disposition
Thereof . . . . . . . . . . . . . . . . . . . . . 27
SECTION 2.11 Temporary Securities . . . . . . . . . . . . . . . 28
SECTION 2.12 CUSIP Numbers . . . . . . . . . . . . . . . . . . 28

ARTICLE THREE
COVENANTS OF THE ISSUER . . . . . . . . . . . 28
SECTION 3.1 Payment of Principal and Interest . . . . . . . . . 28
SECTION 3.2 Offices for Notices and Payments, etc . . . . . . . 28
SECTION 3.3 No Interest Extension . . . . . . . . . . . . . . . 29
SECTION 3.4 Appointments to Fill Vacancies in Trustee's
Office . . . . . . . . . . . . . . . . . . . . . 29
SECTION 3.5 Provision as to Paying Agent . . . . . . . . . . . 29

ARTICLE FOUR
SECURITYHOLDERS LISTS AND REPORTS BY THE
ISSUER AND THE TRUSTEE . . . . . . . . . . . 30
SECTION 4.1 Issuer to Furnish Trustee Information as to
Names and Addresses of Securityholders . . . . . 30
SECTION 4.2 Preservation and Disclosure of Securityholders
Lists . . . . . . . . . . . . . . . . . . . . . . 30
SECTION 4.3 Reports by the Issuer . . . . . . . . . . . . . . . 32
SECTION 4.4 Reports by the Trustee . . . . . . . . . . . . . . 33

ARTICLE FIVE
REMEDIES OF THE TRUSTEE AND SECURITY HOLDERS
ON EVENT OF DEFAULT . . . . . . . . . . . . 33
SECTION 5.1 Events of Default . . . . . . . . . . . . . . . . . 33
SECTION 5.2 Payment of Securities on Default; Suit Therefor . . 36
SECTION 5.3 Application of Moneys Collected by Trustee . . . . 37
SECTION 5.4 Proceedings by Securityholders . . . . . . . . . . 38
SECTION 5.5 Proceedings by Trustee . . . . . . . . . . . . . . 39
SECTION 5.6 Remedies Cumulative and Continuing . . . . . . . . 39
SECTION 5.7 Direction of Proceedings; Waiver of Defaults by
Majority of Securityholders . . . . . . . . . . . 39
SECTION 5.8 Notice of Defaults . . . . . . . . . . . . . . . . 40
SECTION 5.9 Undertaking to Pay Costs . . . . . . . . . . . . . 40

ARTICLE SIX
CONCERNING THE TRUSTEE . . . . . . . . . . . 41
SECTION 6.1 Duties and Responsibilities of the Trustee;
During Default; Prior to Default . . . . . . . . 41
SECTION 6.2 Certain Rights of the Trustee . . . . . . . . . . . 42
SECTION 6.3 Trustee Not Responsible for Recitals,
Disposition of Securities or Application
of Proceeds Thereof . . . . . . . . . . . . . . . 43
SECTION 6.4 Trustee and Agents May Hold Securities;
Collections, etc . . . . . . . . . . . . . . . . 43

SECTION 6.5 Moneys Held by Trustee . . . . . . . . . . . . . . 43
SECTION 6.6 Compensation and Indemnification of Trustee and
Its Prior Claim . . . . . . . . . . . . . . . . . 44
SECTION 6.7 Right of Trustee to Rely on Officers'
Certificate, etc . . . . . . . . . . . . . . . . 44
SECTION 6.8 Qualification of Trustee; Conflicting Interests . . 45
SECTION 6.9 Persons Eligible for Appointment as Trustee;
Different Trustees for Different Series . . . . . 45
SECTION 6.10 Resignation and Removal; Appointment of
Successor Trustee . . . . . . . . . . . . . . . . 45
SECTION 6.11 Acceptance of Appointment by Successor Trustee . . 47
SECTION 6.12 Merger, Conversion, Consolidation or
Succession to Business of Trustee . . . . . . . . 48
SECTION 6.13 Preferential Collection of Claims Against the
Issuer . . . . . . . . . . . . . . . . . . . . . 48
SECTION 6.14 Appointment of Authenticating Agent . . . . . . . 49

ARTICLE SEVEN
CONCERNING THE SECURITYHOLDERS . . . . . . . . . 50
SECTION 7.1 Evidence of Action Taken by Securityholders . . . . 50
SECTION 7.2 Proof of Execution of Instruments and of
Holding of Securities . . . . . . . . . . . . . . 50
SECTION 7.3 Holders to be Treated as Owners . . . . . . . . . . 50
SECTION 7.4 Securities Owned by Issuer Deemed Not
Outstanding . . . . . . . . . . . . . . . . . . . 51
SECTION 7.5 Right of Revocation of Action Taken . . . . . . . . 51
SECTION 7.6 Record Date for Consents and Waivers . . . . . . . 52

ARTICLE EIGHT
SUPPLEMENTAL INDENTURES . . . . . . . . . . . 52
SECTION 8.1 Supplemental Indentures Without Consent of
Securityholders . . . . . . . . . . . . . . . . . 52
SECTION 8.2 Supplemental Indentures with Consent of
Securityholders . . . . . . . . . . . . . . . . . 54
SECTION 8.3 Effect of Supplemental Indenture . . . . . . . . . 55
SECTION 8.4 Documents to Be Given to Trustee . . . . . . . . . 56
SECTION 8.5 Notation on Securities in Respect of
Supplemental Indentures . . . . . . . . . . . . . 56

ARTICLE NINE
CONSOLIDATION, MERGER, SALE, LEASE, EXCHANGE OR OTHER DISPOSITION 56
SECTION 9.1 Issuer May Consolidate, etc., on Certain Terms . . 56
SECTION 9.2 Successor Corporation to be Substituted . . . . . . 57
SECTION 9.3 Opinion of Counsel to be Given Trustee . . . . . . 57

ARTICLE TEN
SATISFACTION AND DISCHARGE OF INDENTURE;
COVENANT DEFEASANCE; UNCLAIMED MONEYS . . . . . . . 58
SECTION 10.1 Satisfaction and Discharge of Indenture . . . . . 58
SECTION 10.2 Application by Trustee of Funds Deposited for
Payment of Securities . . . . . . . . . . . . . . 60
SECTION 10.3 Repayment of Moneys Held by Paying Agent . . . . . 61
SECTION 10.4 Return of Moneys Held by Trustee and Paying
Agent Unclaimed for Two Years . . . . . . . . . . 61
SECTION 10.5 Indemnity for U.S. Government Obligations . . . . 61

ARTICLE ELEVEN

MISCELLANEOUS PROVISIONS . . . . . . . . . . 61
SECTION 11.1 Partners, Incorporators, Stockholders,
Officers and Directors of Issuer Exempt
from Individual Liability . . . . . . . . . . . . 61
SECTION 11.2 Provisions of Indenture for the Sole Benefit
of Parties and Holders of Securities . . . . . . 62
SECTION 11.3 Successors and Assigns of Issuer Bound by
Indenture . . . . . . . . . . . . . . . . . . . . 62
SECTION 11.4 Notices and Demands on Issuer, Trustee and
Holders of Securities . . . . . . . . . . . . . . 62
SECTION 11.5 Officers' Certificates and Opinions of
Counsel; Statements to Be Contained Therein . . . 62
SECTION 11.6 Payments Due on Saturdays, Sundays and
Holidays . . . . . . . . . . . . . . . . . . . . 64
SECTION 11.7 Conflict of Any Provision of Indenture with
Trust Indenture Act of 1939 . . . . . . . . . . . 64
SECTION 11.8 GOVERNING LAW . . . . . . . . . . . . . . . . . . 64
SECTION 11.9 Counterparts . . . . . . . . . . . . . . . . . . . 64
SECTION 11.10 Effect of Headings . . . . . . . . . . . . . . . . 64

ARTICLE TWELVE
REDEMPTION OF SECURITIES AND SINKING FUNDS . . . . . . 64
SECTION 12.1 Applicability of Article . . . . . . . . . . . . . 64
SECTION 12.2 Notice of Redemption; Partial Redemptions . . . . 64
SECTION 12.3 Payment of Securities Called for Redemption . . . 66
SECTION 12.4 Exclusion of Certain Securities from
Eligibility for Selection for Redemption . . . . 66
SECTION 12.5 Mandatory and Optional Sinking Funds . . . . . . . 67

ARTICLE THIRTEEN
SUBORDINATION . . . . . . . . . . . . . 69
SECTION 13.1 Securities Subordinated to Senior Indebtedness . . 69
SECTION 13.2 Reliance on Certificate of Liquidating Agent;
Further Evidence as to Ownership of Senior
Indebtedness . . . . . . . . . . . . . . . . . . 72
SECTION 13.3 Payment Permitted If No Default . . . . . . . . . 73
SECTION 13.4 Disputes with Holders of Certain Senior
Indebtedness . . . . . . . . . . . . . . . . . . 73
SECTION 13.5 Trustee Not Charged with Knowledge of
Prohibition . . . . . . . . . . . . . . . . . . . 73
SECTION 13.6 Trustee to Effectuate Subordination . . . . . . . 74
SECTION 13.7 Rights of Trustee as Holder of Senior
Indebtedness . . . . . . . . . . . . . . . . . . 74
SECTION 13.8 Article Applicable to Paying Agents . . . . . . . 74
SECTION 13.9 Subordination Rights Not Impaired by Acts or
Omissions of the Issuer or Holders of Senior
Indebtedness . . . . . . . . . . . . . . . . . . 74
SECTION 13.10 Trustee Not Fiduciary for Holders of Senior
Indebtedness . . . . . . . . . . . . . . . . . . 75

FORM OF SUBORDINATED INDENTURE

FORM OF SUBORDINATED INDENTURE, dated as of
___________________ between Hovnanian Enterprises, Inc., a Delaware
corporation (the "Issuer"), and ___________________________, a
__________________, as trustee (the "Trustee").

W I T N E S S E T H :

WHEREAS, the Issuer has duly authorized the issuance from
time to time of its unsecured subordinated debentures, notes or other
evidences of indebtedness to be issued in one or more series (the
"Securities") up to such principal amount or amounts as may from time to time
be authorized in accordance with the terms of this Indenture; and

WHEREAS, the Issuer has duly authorized the execution and
delivery of this Indenture to provide, among other things, for the
authentication, delivery and administration of the Securities; and

WHEREAS, all things necessary to make this Indenture a
valid indenture and agreement according to its terms have been undertaken and
completed;

NOW, THEREFORE:

In consideration of the premises and the purchases of the
Securities by the Holders (as hereinafter defined) thereof, the Issuer and
the Trustee mutually covenant and agree for the equal and proportionate
benefit of the respective Holders from time to time of the Securities as
follows:

ARTICLE ONE
DEFINITIONS

SECTION 1.1 For all purposes of this Indenture and of any
indenture supplemental hereto the following terms shall have the respective
meanings specified in this Section 1.1 (except as otherwise expressly
provided herein or in any indenture supplemental hereto or unless the context
otherwise clearly requires). All other terms used in this Indenture that are
defined in the Trust Indenture Act of 1939, including terms defined therein
by reference to the Securities Act of 1933, as amended (the "Securities
Act"), shall have the meanings assigned to such terms in said Trust Indenture
Act of 1939 and in said Securities Act as in force at the date of this
Indenture (except as otherwise expressly provided herein or in any indenture
supplemental hereto or unless the context otherwise clearly requires).

All accounting terms used herein and not expressly defined
shall have the meanings assigned to such terms in accordance with generally
accepted accounting principles, and the term "generally accepted accounting
principles" means such accounting principles as are generally accepted on the
date of this Indenture.

The words "herein", "hereof" and "hereunder" and other
words of similar import refer to this Indenture as a whole and not to any
particular Article, Section or other subdivision. The expressions "date of
this Indenture", "date hereof", "date as of which this Indenture is dated"
and "date of execution and delivery of this Indenture" and other expressions
of similar import refer to the effective date of the original execution and
delivery of this Indenture, viz. as of _____________________.

The terms defined in this Article have the meanings
assigned to them in this Article and include the plural as well as the
singular.

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

"Authenticating Agent" shall have the meaning set forth in
Section 6.14.

"Bankruptcy Code" means the United States Bankruptcy Code,
11 United Stated Code Sections 101 et seq., or any successor statute thereto.

"Board of Directors" means either the Board of Directors of
the Issuer or any committee of such Board duly authorized to act on its
behalf.

"Board Resolution" means one or more resolutions, certified
by the secretary or an assistant secretary of the Issuer to have been duly
adopted or consented to by the Board of Directors and to be in full force and
effect, and delivered to the Trustee.

"Business Day" means, with respect to any Security, unless
otherwise specified in a Board Resolution and an Officers' Certificate with
respect to a particular series of Securities, a day that (a) in the Place of
Payment (or in any of the Places of Payment, if more than one) in which
amounts are payable, as specified in the form of such Security, and (b) in
the city in which the Corporate Trust Office is located, is not a day on
which banking institutions are authorized or required by law or regulation to
close.

"Commission" means the Securities and Exchange Commission,
as from time to time constituted, created under the Securities Exchange Act
of 1934, as amended, or, if at any time after the execution and delivery of
this Indenture such Commission is not existing and performing the duties now
assigned to it under the Trust Indenture Act of 1939, then the body
performing such duties on such date.

"Consolidated Net Tangible Assets" means the aggregate
amount of assets included on the most recent consolidated balance sheet of
the Issuer and its Restricted Subsidiaries, less applicable reserves and
other properly deductible items and after deducting therefrom (a) all current
liabilities and (b) all goodwill, trade names, trademarks, patents,

unamortized debt discount and expense and other like intangibles, all in
accordance with generally accepted accounting principles consistently
applied.

"Corporate Trust Office" means the office of the Trustee of
a series of Securities at which the trust created by this Indenture shall, at
any particular time, be principally administered, which office is, at the
date as of which this Indenture is dated, located at [address].

"Depositary" means, with respect to the Securities of any
series issuable or issued in the form of one or more Global Securities, the
Person designated as Depositary by the Issuer pursuant to Section 2.3 until a
successor Depositary shall have become such pursuant to the applicable
provisions of this Indenture, and thereafter "Depositary" shall mean or
include each Person who is then a Depositary hereunder, and, if at any time
there is more than one such Person, "Depositary" as used with respect to the
Securities of any such series shall mean the Depositary with respect to the
Global Securities of such series.

"Dollars" and the sign "$" means the coin and currency of
the United States of America as at the time of payment is legal tender for
the payment of public and private debts.

"Exchange Act" means the Securities Exchange Act of 1934,
as amended.

"Event of Default" means any event or condition specified
as such in Section 5.1.

"Global Security" means a Security evidencing all or a part
of a series of Securities issued to the Depositary for such series in
accordance with Section 2.3 and bearing the legend prescribed in Section 2.4.

"Holder", "Holder of Securities", "Securityholder" or other
similar terms mean, in the case of any Security, the Person in whose name
such Security is registered in the security register kept by the Issuer for
that purpose in accordance with the terms hereof.

"Indebtedness" with respect to any Person, means, without
duplication:

(a) (i) the principal of and premium, if any, and
interest, if any, on indebtedness for money borrowed of
such Person, indebtedness of such Person evidenced by
bonds, notes, debentures or similar obligations, and any
guaranty by such Person of any indebtedness for money
borrowed or indebtedness evidenced by bonds, notes,
debentures or similar obligations of any other Person,
whether any such indebtedness or guaranty is outstanding on
the date of this Indenture or is thereafter created,
assumed or incurred, (ii) obligations of such Person for
the reimbursement of any obligor on any letter of credit,
banker's acceptance or similar credit transaction; (iii)
the principal of and premium, if any, and interest, if any,
on indebtedness incurred, assumed or guaranteed by such
Person in connection with the acquisition by it or any of
its subsidiaries of any other businesses, properties or

other assets; (iv) lease obligations which such Person
capitalized in accordance with Statement of Financial
Accounting Standards No. 13 promulgated by the Financial
Accounting Standards Board or such other generally accepted
accounting principles as may be from time to time in
effect; (v) any indebtedness of such Person representing
the balance deferred and unpaid of the purchase price of
any property or interest therein (except any such balance
that constitutes an accrued expense or trade payable) and
any guaranty, endorsement or other contingent obligation of
such Person in respect of any indebtedness of another that
is outstanding on the date of this Indenture or is
thereafter created, assumed or incurred by such Person; and
(vi) obligations of such Person under interest rate,
commodity or currency swaps, caps, collars, options and
similar arrangements; and

(b) any amendments, modifications, refundings, renewals or
extensions of any indebtedness or obligation described as
Indebtedness in clause (a) above.

"Indenture" means this instrument as originally executed
and delivered or, if amended or supplemented as herein provided, as so
amended or supplemented or both, including, for all purposes of this
instrument and any such supplement, the provisions of the Trust Indenture Act
of 1939 that are deemed to be a part of and govern this instrument and any
such supplement, respectively, and shall include the forms and terms of
particular series of Securities established as contemplated hereunder.

"interest" means, when used with respect to non-interest
bearing Securities (including, without limitation, any Original Issue
Discount Security that by its terms bears interest only after maturity or
upon default in any other payment due on such Security), interest payable
after maturity (whether at stated maturity, upon acceleration or redemption
or otherwise) or after the date, if any, on which the Issuer becomes
obligated to acquire a Security, whether upon conversion, by purchase or
otherwise.

"Issuer" means Hovnanian Enterprises, Inc., a Delaware
corporation, and, subject to Article Nine, its successors and assigns.

"Issuer Order" means a written statement, request or order
of the Issuer which is signed in its name by the chairman of the Board of
Directors, the president or any vice president of the Issuer, and delivered
to the Trustee.

"Officers' Certificate", when used with respect to the
Issuer, means a certificate signed by the chairman of the Board of Directors,
the president, or any vice president and by the treasurer, any assistant
treasurer, the controller, any assistant controller, the secretary or any
assistant secretary of the Issuer. Each such certificate shall include the
statements provided for in Section 11.5 if and to the extent required by the
provisions of such Section 11.5. One of the officers signing an Officers'
Certificate given pursuant to Section 4.3 shall be the principal executive,
financial or accounting officer of the Issuer.

"Opinion of Counsel" means an opinion in writing signed by
the chief counsel of the Issuer or by such other legal counsel who may be an
employee of or counsel to the Issuer and who shall be reasonably satisfactory
to the Trustee. Each such opinion shall include the statements provided for
in Section 11.5, if and to the extent required by the provisions of such
Section 11.5.

"original issue date" of any Security (or portion thereof)
means the earlier of (a) the date of such Security or (b) the date of any
Security (or portion thereof) for which such Security was issued (directly or
indirectly) on registration of transfer, exchange or substitution.

"original issue discount" of any debt security, including
any Original Issue Discount Security, means the difference between the
principal amount of such debt security and the initial issue price of such
debt security (as set forth in the case of an Original Issue Discount
Security on the face of such Security).

"Original Issue Discount Security" means any Security that
provides for an amount less than the principal amount thereof to be due and
payable upon a declaration of acceleration of the maturity thereof pursuant
to Article Five.

"Outstanding" when used with reference to Securities,
shall, subject to the provisions of Section 7.4, mean, as of any particular
time, all Securities authenticated and delivered by the Trustee under this
Indenture, except:

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

(b) Securities (other than Securities of any series as to
which the provisions of Article Ten hereof shall not be applicable),
or portions thereof, for the payment or redemption of which moneys or
U.S. Government Obligations (as provided for in Section 10.1) in the
necessary amount shall have been deposited in trust with the Trustee
or with any paying agent (other than the Issuer) or shall have been
set aside, segregated and held in trust by the Issuer for the Holders
of such Securities (if the Issuer shall act as its own paying agent),
provided that, if such Securities, or portions thereof, are to be
redeemed prior to the maturity thereof, notice of such redemption
shall have been given as herein provided, or provision satisfactory
to the Trustee shall have been made for giving such notice; and

(c) Securities which shall have been paid or in
substitution for which other Securities shall have been authenticated
and delivered pursuant to the terms of Section 2.9 (except with
respect to any such Security as to which proof satisfactory to the
Trustee is presented that such Security is held by a Person in whose
hands such Security is a legal, valid and binding obligation of the
Issuer).

In determining whether the Holders of the requisite
aggregate principal amount of Outstanding Securities of any or all series
have given any request, demand, authorization, direction, notice, consent or
waiver hereunder, the principal amount of an Original Issue Discount Security
that shall be deemed to be Outstanding for such purposes shall be the portion

of the principal amount thereof that would be due and payable as of the date
of such determination (as certified by the Issuer to the Trustee) upon a
declaration of acceleration of the maturity thereof pursuant to Article Five.

"Periodic Offering" means an offering of Securities of a
series from time to time, the specific terms of which Securities, including,
without limitation, the rate or rates of interest, if any, thereon, the
stated maturity or maturities thereof and the redemption provisions, if any,
with respect thereto, are to be determined by the Issuer or its agents upon
the issuance of such Securities.

"Person" means any individual, corporation, limited
liability company, partnership, joint venture, association, joint stock
company, trust, estate, unincorporated organization or government or any
agency or political subdivision thereof.

"Place of Payment", when used with respect to the
Securities of any series, means the place or places where the principal of
and interest, if any, on the Securities of such series are payable as
determined in accordance with Section 2.3.

"principal" of a debt security, including any Security,
means the amount (including, without limitation, if and to the extent
applicable, any premium and, in the case of an Original Issue Discount
Security, any accrued original issue discount, but excluding interest) that
is payable with respect to such debt security as of any date and for any
purpose (including, without limitation, in connection with any sinking fund,
if any, upon any redemption at the option of the Issuer, upon any purchase or
exchange at the option of the Issuer or the holder of such debt security and
upon any acceleration of the maturity of such debt security).

"principal amount" of a debt security, including any
Security, means the principal amount as set forth on the face of such debt
security.

"record date" shall have the meaning set forth in Section
2.7.

"Responsible Officer", when used with respect to the
Trustee of a series of Securities, means any officer of the Trustee with
direct responsibility for the administration of the trust created by this
Indenture.

"Restricted Subsidiary" means (a) any Subsidiary of the
Issuer other than an Unrestricted Subsidiary, and (b) any Subsidiary of the
Issuer which was an Unrestricted Subsidiary but which, subsequent to the date
hereof, is designated by the Issuer (by Board Resolution) to be a Restricted
Subsidiary; provided, however, that the Issuer may not designate any such
Subsidiary to be a Restricted Subsidiary if the Issuer would thereby breach
any covenant or agreement herein contained (on the assumptions that any
outstanding Indebtedness of such Subsidiary was incurred at the time of such
designation).

"Securities Act" shall have the meaning set forth in
Section 1.1.

"Security" or "Securities" has the meaning stated in the
first recital of this Indenture or, as the case may be, Securities that have
been authenticated and delivered pursuant to this Indenture.

"Senior Indebtedness" means Indebtedness of the Issuer
outstanding at any time (other than the Indebtedness evidenced by the
Securities of any series) except (a) any Indebtedness as to which, by the
terms of the instrument creating or evidencing such Indebtedness, it is
provided that such Indebtedness is not senior or prior in right of payment to
the Securities or is pari passu or subordinate by its terms in right of
payment to the Securities, (b) renewals, extensions and modifications of any
such Indebtedness, (c) any Indebtedness of the Issuer to a wholly-owned
Subsidiary of the Issuer, (d) interest accruing after the filing of a
petition initiating any proceeding referred to in Sections 5.1(e) and 5.1(f)
unless such interest is an allowed claim enforceable against the Issuer in a
proceeding under federal or state bankruptcy laws and (e) trade payables.

"Significant Subsidiary" means any Subsidiary which is a
"significant subsidiary" of the Issuer within the meaning of Rule 1.02(w) of
Regulation S-X promulgated by the Commission as in effect on the date of this
Indenture.

"Subsidiary" of any specified Person means any corporation
of which such Person, or such Person and one or more Subsidiaries of such
Person, or any one or more Subsidiaries of such Person, directly or
indirectly own voting securities entitling any one or more of such Persons
and its Subsidiaries to elect a majority of the directors, either at all
times or, so long as there is no default or contingency which permits the
holders of any other class or classes of securities to vote for the election
of one or more directors.

"Trust Indenture Act of 1939" (except as otherwise provided
in Sections 8.1 and 8.2) means the Trust Indenture Act of 1939, as amended by
the Trust Indenture Reform Act of 1990, as in force at the date as of which
this Indenture is originally executed.

"Trustee" means the Person identified as "Trustee" in the
first paragraph hereof and, subject to the provisions of Article Six, shall
also include any successor trustee. "Trustee" shall also mean or include
each Person who is then a trustee hereunder and, if at any time there is more
than one such Person, "Trustee" as used with respect to the Securities of any
series shall mean the trustee with respect to the Securities of such series.

"Unrestricted Subsidiary" means (a) any Subsidiary of the
Issuer acquired or organized after the date hereof, provided, however, that
such Subsidiary of the Issuer shall not be a successor, directly or
indirectly, to any Restricted Subsidiary, and (b) any Subsidiary of the
Issuer substantially all the assets of which consist of stock or other
securities of a Subsidiary or Subsidiaries of the Issuer of the character
described in clause (a) of this paragraph, unless and until such Subsidiary
shall have been designated to be a Restricted Subsidiary pursuant to clause
(b) of the definition of "Restricted Subsidiary".

"U.S. Government Obligations" shall have the meaning set
forth in Section 10.1(B).

"vice president," when used with respect to the Issuer or
the Trustee, means any vice president, regardless of whether designated by a
number or a word or words added before or after the title "vice president."

"Yield to Maturity" means the yield to maturity on a series
of Securities, calculated at the time of issuance of such series, or, if
applicable, at the most recent redetermination of interest on such series,
and calculated in accordance with generally accepted financial practice or as
otherwise provided in the terms of such series of Securities.

ARTICLE TWO
SECURITIES

SECTION 2.1 Forms Generally. The Securities of each
series shall be substantially in such form (not inconsistent with this
Indenture) as shall be established by or pursuant to one or more Board
Resolutions (as set forth in a Board Resolution or, to the extent established
pursuant to rather than set forth in a Board Resolution, an Officers'
Certificate detailing such establishment) or in one or more indentures
supplemental hereto, in each case with such appropriate insertions,
omissions, substitutions and other variations as are required or permitted by
this Indenture, and may have imprinted or otherwise reproduced thereon such
legend or legends or endorsements, not inconsistent with the provisions of
this Indenture, as may be required to comply with any law or with any rules
or regulations pursuant thereto, or with any rules of any securities exchange
or to conform to general usage, all as may be determined by the officers
executing such Securities, as evidenced by their execution of such
Securities.

The definitive Securities shall be printed, lithographed or
engraved on steel engraved borders or may be produced in any other manner,
all as determined by the officers executing such Securities as evidenced by
their execution of such Securities.

SECTION 2.2 Form of Trustee's Certificate of
Authentication. The Trustee's certificate of authentication on all
Securities shall be substantially as follows:

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

_________________________, as Trustee

By_______________________________
Authorized Signatory

If at any time there shall be an Authenticating Agent
appointed with respect to any series of Securities, then the Securities of
such series shall bear, in addition to the Trustee's certificate of
authentication, an alternate Certificate of Authentication which shall be
substantially as follows:

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

________________________, as Trustee

By___________________________________
as Authenticating Agent

By___________________________________
Authorized Signatory

SECTION 2.3 Amount Unlimited Issuable in Series. The
aggregate principal amount of Securities which may be authenticated and
delivered under this Indenture is unlimited.

The Securities may be issued in one or more series and the
Securities of each such series shall rank equally and pari passu with the
Securities of each other series, but all Securities issued hereunder shall be
subordinate and junior in right of payment, to the extent and in the manner
set forth in Article Thirteen, to all Senior Indebtedness of the Issuer.
There shall be established in or pursuant to one or more Board Resolutions
(and, to the extent established pursuant to rather than set forth in a Board
Resolution, in an Officers' Certificate detailing such establishment) or
established in one or more indentures supplemental hereto, prior to the
initial issuance of Securities of any series:

(1) the designation of the Securities of the series, which
shall distinguish the Securities of such series from the Securities
of all other series;

(2) any limit upon the aggregate principal amount of the
Securities of the series that may be authenticated and delivered
under this Indenture (except for Securities authenticated and
delivered upon registration of transfer of, or in exchange for, or in
lieu of, other Securities of the series pursuant to Section 2.8, 2.9,
2.11, 8.5 or 12.3);

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

(4) the rate or rates at which the Securities of the
series shall bear interest, if any, the date or dates from which any
such interest shall accrue, on which any such interest shall be
payable and on which a record shall be taken for the determination of
Holders to whom any such interest is payable or the method by which
such rate or rates or date or dates shall be determined or both;

(5) the place or places where and the manner in which the
principal of, premium, if any, and interest, if any, on Securities of
the series shall be payable (if other than as provided in Section
3.2) and the office or agency for the Securities of the series
maintained by the Issuer pursuant to Section 3.2;

(6) the right, if any, of the Issuer to redeem, purchase
or repay Securities of the series, in whole or in part, at its option
and the period or periods within which, the price or prices (or the

method by which such price or prices shall be determined or both) at
which, the form or method of payment therefor if other than in cash
and any terms and conditions upon which and the manner in which (if
different from the provisions of Article Twelve) Securities of the
series may be so redeemed, purchased or repaid, in whole or in part
pursuant to any sinking fund or otherwise;

(7) the obligation, if any, of the Issuer to redeem,
purchase or repay Securities of the series in whole or in part
pursuant to any mandatory redemption, sinking fund or analogous
provisions or at the option of a Holder thereof and the period or
periods within which the price or prices (or the method by which such
price or prices shall be determined or both) at which, the form or
method of payment therefor if other than in cash and any terms and
conditions upon which and the manner in which (if different from the
provisions of Article Twelve) Securities of the series shall be
redeemed, purchased or repaid, in whole or in part, pursuant to such
obligation;

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

(9) if other than the principal amount thereof, the
portion of the principal amount of Securities of the series which
shall be payable upon acceleration of the maturity thereof;

(10) whether Securities of the series will be issuable as
Global Securities;

(11) if the Securities of such series are to be issuable
in definitive form (whether upon original issue or upon exchange of a
temporary Security of such series) only upon receipt of certain
certificates or other documents or satisfaction of other conditions,
the form and terms of such certificates, documents or conditions;

(12) any trustees, depositaries, authenticating or paying
agents, transfer agents or registrars or any other agents with
respect to the Securities of such series;

(13) any deleted, modified or additional events of default
or remedies or any deleted, modified or additional covenants with
respect to the Securities of such series;

(14) whether the provisions of Section 10.1(C) will be
applicable to Securities of such series;

(15) any provision relating to the issuance of Securities
of such series at an original issue discount (including, without
limitation, the issue price thereof, the rate or rates at which such
original issue discount shall accrete, if any, and the date or dates
from or to which or period or periods during which such original
issue discount shall accrete at such rate or rates);

(16) if other than Dollars, the foreign currency in which
payment of the principal of, premium, if any, and interest, if any,
on the Securities of such series shall be payable;

(17) if other than ____________________________ is to act
as Trustee for the Securities of such series, the name and Corporate
Trust Office of such Trustee;

(18) if the amounts of payments of principal of, premium,
if any, and interest, if any, on the Securities of such series are to
be determined with reference to an index, the manner in which such
amounts shall be determined;

(19) the terms for conversion or exchange, if any, with
respect to the Securities of such series; and

(20) any other terms of the series.

All Securities of any one series shall be substantially
identical, except as to denomination and except as may otherwise be provided
by or pursuant to the Board Resolution or Officers' Certificate referred to
above or as set forth in any such indenture supplemental hereto. All
Securities of any one series need not be issued at the same time and may be
issued from time to time, consistent with the terms of this Indenture, if so
provided by or pursuant to such Board Resolution, such Officers' Certificate
or in any such indenture supplemental hereto.

Any such Board Resolution or Officers' Certificate referred
to above with respect to Securities of any series filed with the Trustee on
or before the initial issuance of the Securities of such series shall be
incorporated herein by reference with respect to Securities of such series
and shall thereafter be deemed to be a part of the Indenture for all purposes
relating to Securities of such series as fully as if such Board Resolution or
Officers' Certificate were set forth herein in full.

SECTION 2.4 Authentication and Delivery of Securities.
The Issuer may deliver Securities of any series executed by the Issuer to the
Trustee for authentication together with the applicable documents referred to
below in this Section 2.4, and the Trustee shall thereupon authenticate and
deliver such Securities to, or upon the order of the Issuer (contained in the
Issuer Order referred to below in this Section 2.4) or pursuant to such
procedures acceptable to the Trustee and to such recipients as may be
specified from time to time by an Issuer Order. The maturity date, original
issue date, interest rate, if any, and any other terms of the Securities of
such series shall be determined by or pursuant to such Issuer Order and
procedures. If provided for in such procedures and agreed to by the Trustee,
such Issuer Order may authorize authentication and delivery pursuant to oral
instructions from the Issuer or its duly authorized agent, which instructions
shall be promptly confirmed in writing. In authenticating the Securities of
such series and accepting the additional responsibilities under this
Indenture in relation to such Securities, the Trustee shall be entitled to
receive (in the case of subparagraphs (2), (3) and (4) below only at or
before the time of the first request of the Issuer to the Trustee to
authenticate Securities of such series) and (subject to Section 6.1) shall be
fully protected in relying upon, unless and until such documents have been
superseded or revoked:

(1) an Issuer Order requesting such authentication and
setting forth delivery instructions provided that, with respect to
Securities of a series subject to a Periodic Offering, (a) such
Issuer Order may be delivered by the Issuer to the Trustee prior to

the delivery to the Trustee of such Securities for authentication and
delivery, (b) the Trustee shall authenticate and deliver Securities
of such series for original issue from time to time, in an aggregate
principal amount not exceeding the aggregate principal amount
established for such series, pursuant to an Issuer Order or pursuant
to procedures acceptable to the Trustee as may be specified from time
to time by an Issuer Order, (c) the maturity date or dates, original
issue date or dates, interest rate or rates, if any, and any other
terms of Securities of such series shall be determined by an Issuer
Order or pursuant to such procedures, (d) if provided for in such
procedures, such Issuer Order may authorize authentication and
delivery pursuant to oral or electronic instructions from the Issuer
or its duly authorized agent or agents, which oral instructions shall
be promptly confirmed in writing and (e) after the original issuance
of the first Security of such series to be issued, any separate
request by the Issuer that the Trustee authenticate Securities of
such series for original issuance will be deemed to be a
certification by the Issuer that it is in compliance with all
conditions precedent provided for in this Indenture relating to the
authentication and delivery of such Securities;

(2) the Board Resolution, Officers' Certificate or
executed supplemental indenture referred to in Sections 2.1 and 2.3
by or pursuant to which the forms and terms of the Securities of such
series were established;

(3) an Officers' Certificate setting forth the form or
forms and terms of the Securities stating that the form or forms and
terms of the Securities have been established pursuant to Sections
2.1 and 2.3 and comply with this Indenture and covering such other
matters as the Trustee may reasonably request; and

(4) at the option of the Issuer, either an Opinion of
Counsel, or a letter from legal counsel addressed to the Trustee
permitting it to rely on an Opinion of Counsel, substantially to the
effect that:

(a) the form or forms of the Securities of such series
have been duly authorized and established in conformity
with the provisions of this Indenture;

(b) in the case of an underwritten offering, the terms
of the Securities of such series have been duly authorized
and established in conformity with the provisions of this
Indenture, and, in the case of an offering that is not
underwritten, certain terms of the Securities of such
series have been established pursuant to a Board
Resolution, an Officers' Certificate or a supplemental
indenture in accordance with this Indenture, and when such
other terms as are to be established pursuant to procedures
set forth in an Issuer Order shall have been established,
all such terms will have been duly authorized by the Issuer
and will have been established in conformity with the
provisions of this Indenture;

have been authenticated by the Trustee in accordance with
the provisions of this Indenture and delivered to and duly
paid for by the purchasers thereof, they will have been
duly issued under this Indenture and will be valid and
legally binding obligations of the Issuer, enforceable in
accordance with their respective terms, and will be
entitled to the benefits of this Indenture; and

(d) the execution and delivery by the Issuer of, and the
performance by the Issuer of its obligations under, the
Securities of such series will not contravene any provision
of applicable law or the articles of incorporation or
bylaws of the Issuer or any agreement or other instrument
binding upon the Issuer or any of its Subsidiaries that is
material to the Issuer and its Subsidiaries, considered as
one enterprise, or, to such counsel's knowledge after the
inquiry indicated therein (which shall be reasonable), any
judgment, order or decree of any governmental agency or any
court having jurisdiction over the Issuer or any Subsidiary
of the Issuer, and no consent, approval or authorization of
any governmental body or agency is required for the
performance by the Issuer of its obligations under the
Securities, except such as are specified and have been
obtained and such as may be required by the securities or
blue sky laws of the various states in connection with the
offer and sale of the Securities.

In addition, if the authentication and delivery relates to
a new series of Securities created by an indenture supplemental hereto, such
Opinion of Counsel shall also state that all laws and requirements with
respect to the form and execution by the Issuer of the supplemental indenture
with respect to the series of Securities have been complied with, the Issuer
has corporate power to execute and deliver any such supplemental indenture
and has taken all necessary corporate action for those purposes and any such
supplemental indenture has been executed and delivered and constitutes the
legal, valid and binding obligation of the Issuer enforceable in accordance
with its terms.

In rendering such opinions, such counsel may qualify any
opinions as to enforceability by stating that such enforceability may be
limited by bankruptcy, insolvency, reorganization, liquidation, moratorium
and other similar laws affecting the rights and remedies of creditors and is
subject to general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law). Such
counsel may rely, as to all matters governed by the laws of jurisdictions
other than the State of Delaware and the federal law of the United States,
upon opinions of other counsel (copies of which shall be delivered to the
Trustee), who shall be counsel reasonably satisfactory to the Trustee, in
which case the opinion shall state that such counsel believes that both such
counsel and the Trustee are entitled so to rely. Such counsel may also state
that, insofar as such opinion involves factual matters, such counsel has
relied, to the extent such counsel deems proper, upon certificates of
officers of the Issuer and its Subsidiaries and certificates of public
officials.

The Trustee shall have the right to decline to authenticate
and deliver any Securities of any series under this Section 2.4 if the

Trustee, being advised by counsel, determines that such action may not
lawfully be taken by the Issuer, or if the Trustee in good faith by its board
of directors or board of trustees, executive committee or a trust committee
of directors or trustees or Responsible Officers shall determine that such
action would expose the Trustee to personal liability to existing Holders or
would adversely affect the Trustee's own rights, duties or immunities under
the Securities, this Indenture or otherwise.

If the Issuer shall establish pursuant to Section 2.3 that
the Securities of a series are to be issued in the form of one or more Global
Securities, then the Issuer shall execute and the Trustee shall, in
accordance with this Section 2.4 and the Issuer Order with respect to such
series, authenticate and deliver one or more Global Securities that (i) shall
represent and shall be denominated in an amount equal to the aggregate
principal amount of all of the Securities of such series to be issued in the
form of Global Securities and not yet cancelled, (ii) shall be registered in
the name of the Depositary for such Global Security or Securities or the
nominee of such Depositary, (iii) shall be delivered by the Trustee to such
Depositary or pursuant to such Depositary's instructions, and (iv) shall bear
a legend substantially to the following effect: "Unless and until it is
exchanged in whole or in part for Securities in definitive registered form,
this Security may not be transferred except as a whole by the Depositary to
the nominee of the Depositary or by a nominee of the Depositary to the
Depositary or another nominee of the Depositary or by the Depositary or any
such nominee to a successor Depositary or a nominee of such successor
Depositary."

Each Depositary designated pursuant to Section 2.3 must, at
the time of its designation and at all times while it serves as Depositary,
be a clearing agency registered under the Securities Exchange Act of 1934, as
amended, and any other applicable statute or regulation.

SECTION 2.5 Execution of Securities. The Securities shall
be signed on behalf of the Issuer by the chairman of the Board of Directors,
the president, any vice president or the treasurer of the Issuer, under its
corporate seal which may, but need not, be attested by its secretary or one
of its assistant secretaries. Such signatures may be the manual or facsimile
signatures of the present or any future such officers. The seal of the
Issuer may be in the form of a facsimile thereof and may be impressed,
affixed, imprinted or otherwise reproduced on the Securities. Typographical
and other minor errors or defects in any such reproduction of a seal or any
such signature shall not affect the validity or enforceability of any
Security that has been duly authenticated and delivered by the Trustee.

In case any officer of the Issuer who shall have signed any
of the Securities shall cease to be such officer before the Security so
signed shall be authenticated and delivered by the Trustee or disposed of by
the Issuer, such Security nevertheless may be authenticated and delivered or
disposed of as though the person who signed such Security had not ceased to
be such officer of the Issuer; and any Security may be signed on behalf of
the Issuer by such persons as, at the actual date of the execution of such
Security, shall be the proper officers of the Issuer, although at the date of
the execution and delivery of this Indenture any such person was not such an
officer.

SECTION 2.6 Certificate of Authentication. Only such
Securities as shall bear thereon a certificate of authentication

substantially in the form hereinbefore recited, executed by the Trustee by
the manual signature of one of its authorized signatories, or its
Authenticating Agent, shall be entitled to the benefits of this Indenture or
be valid or obligatory for any purpose. The execution of such certificate by
the Trustee or its Authenticating Agent upon any Security executed by the
Issuer shall be conclusive evidence that the Security so authenticated has
been duly authenticated and delivered hereunder and that the Holder is
entitled to the benefits of this Indenture. Each reference in this Indenture
to authentication by the Trustee includes authentication by an agent
appointed pursuant to Section 6.14.

SECTION 2.7 Denomination and Date of Securities; Payments
of Interest. The Securities of each series shall be issuable in registered
form in denominations established as contemplated by Section 2.3 or, with
respect to the Securities of any series, if not so established, in
denominations of $1,000 and any integral multiple thereof. The Securities of
each series shall be numbered, lettered or otherwise distinguished in such
manner or in accordance with such plan as the officers of the Issuer
executing the same may determine with the approval of the Trustee, as
evidenced by the execution and authentication thereof.

Each Security shall be dated the date of its
authentication. The Securities of each series shall bear interest, if any,
from the date, and such interest, if any, shall be payable on the dates,
established as contemplated by Section 2.3.

The Person in whose name any Security of any series is
registered at the close of business on any record date applicable to a
particular series with respect to any interest payment date for such series
shall be entitled to receive the interest, if any, payable on such interest
payment date notwithstanding any transfer or exchange of such Security
subsequent to the record date and prior to such interest payment date, except
if and to the extent the Issuer shall default in the payment of the interest
due on such interest payment date for such series, in which case such
defaulted interest shall be paid to the Persons in whose names Outstanding
Securities for such series are registered (a) at the close of business on a
subsequent record date (which shall be not less than five Business Days prior
to the date of payment of such defaulted interest) established by notice
given by mail by or on behalf of the Issuer to the Holders of Securities not
less than 15 days preceding such subsequent record date or (b) as determined
by such other procedure as is mutually acceptable to the Issuer and the
Trustee. The term "record date" as used with respect to any interest payment
date (except a date for payment of defaulted interest) for the Securities of
any series shall mean the date specified as such in the terms of the
Securities of such series established as contemplated by Section 2.3, or, if
no such date is so established, if such interest payment date is the first
day of a calendar month, the fifteenth day of the next preceding calendar
month or, if such interest payment date is the fifteenth day of a calendar
month, the first day of such calendar month, whether or not such record date
is a Business Day.

SECTION 2.8 Registration, Transfer and Exchange. The
Issuer will keep at each office or agency to be maintained for the purpose as
provided in Section 3.2 for each series of Securities a register or registers
in which, subject to such reasonable regulations as it may prescribe, it will
provide for the registration of Securities of each series and the
registration of transfer of Securities of such series. Each such register

shall be in written form in the English language or in any other form capable
of being converted into such form within a reasonable time. At all
reasonable times such register or registers shall be open for inspection and
available for copying by the Trustee.

Upon due presentation for registration of transfer of any
Security of any series at any such office or agency to be maintained for the
purpose as provided in Section 3.2, the Issuer shall execute and the Trustee
shall authenticate and deliver in the name of the transferee or transferees a
new Security or Securities of the same series, maturity date, interest rate,
if any, and original issue date in authorized denominations for a like
aggregate principal amount.

All Securities presented for registration of transfer shall
(if so required by the Issuer or the Trustee) be duly endorsed by, or be
accompanied by a written instrument or instruments of transfer in form
satisfactory to the Issuer and the Trustee duly executed by, the Holder or
his attorney duly authorized in writing.

At the option of the Holder thereof, Securities of any
series (other than a Global Security, except as set forth below) may be
exchanged for a Security or Securities of such series having authorized
denominations and an equal aggregate principal amount, upon surrender of such
Securities to be exchanged at the agency of the Issuer that shall be
maintained for such purpose in accordance with Section 3.2.

The Issuer may require payment of a sum sufficient to cover
any tax or other governmental charge that may be imposed in connection with
any registration of transfer of Securities. No service charge shall be made
for any such transaction or for any exchange of Securities of any series as
contemplated by the immediately preceding paragraph.

The Issuer shall not be required to exchange or register a
transfer of (a) any Securities of any series for a period of 15 days next
preceding the first mailing or publication of notice of redemption of
Securities of such series to be redeemed, (b) any Securities selected, called
or being called for redemption, in whole or in part, except, in the case of
any Security to be redeemed in part, the portion thereof not so to be
redeemed or (c) any Security if the Holder thereof has exercised his right,
if any, to require the Issuer to repurchase such Security in whole or in
part, except the portion of such Security not required to be repurchased.

Notwithstanding any other provision of this Section 2.8,
unless and until it is exchanged in whole or in part for Securities in
definitive registered form, a Global Security representing all or a part of
the Securities of a series may not be transferred except as a whole by the
Depositary for such series to a nominee of such Depositary or by a nominee of
such Depositary to such Depositary or another nominee of such Depositary or
by such Depositary or any such nominee to a successor Depositary for such
series or a nominee of such successor Depositary.

If at any time the Depositary for any Securities of a
series represented by one or more Global Securities notifies the Issuer that
it is unwilling or unable to continue as Depositary for such Securities or if
at any time the Depositary for such Securities shall no longer be eligible
under Section 2.4, the Issuer shall appoint a successor Depositary with
respect to such Securities. If a successor Depositary for such Securities is

not appointed by the Issuer within 90 days after the Issuer receives such
notice or becomes aware of such ineligibility, the Issuer's election pursuant
to Section 2.3 that such Securities be represented by one or more Global
Securities shall no longer be effective and the Issuer shall execute, and the
Trustee, upon receipt of an Issuer Order for the authentication and delivery
of definitive Securities of such series, will authenticate and deliver
Securities of such series in definitive registered form, in any authorized
denominations, in an aggregate principal amount equal to the principal amount
of the Global Security or Securities representing such Securities in exchange
for such Global Security or Securities.

The Issuer may at any time and in its sole discretion
determine that the Securities of any series issued in the form of one or more
Global Securities shall no longer be represented by a Global Security or
Securities. In such event, the Issuer shall execute, and the Trustee, upon
receipt of an Issuer Order for the authentication and delivery of definitive
Securities of such series, shall authenticate and deliver, Securities of such
series in definitive registered form, in any authorized denominations, in an
aggregate principal amount equal to the principal amount of the Global
Security or Securities representing such Securities, in exchange for such
Global Security or Securities.

If specified by the Issuer pursuant to Section 2.3 with
respect to Securities represented by a Global Security, the Depositary for
such Global Security may surrender such Global Security in exchange in whole
or in part for Securities of the same series in definitive registered form on
such terms as are acceptable to the Issuer and such Depositary. Thereupon,
the Issuer shall execute, and the Trustee shall authenticate and deliver,
without service charge,

(i) to the Person specified by such Depositary, a new
Security or Securities of the same series, of any authorized
denominations as requested by such Person, in an aggregate principal
amount equal to and in exchange for such Person's beneficial interest
in the Global Security; and

(ii) to such Depositary a new Global Security in a
denomination equal to the difference, if any, between the principal
amount of the surrendered Global Security and the aggregate principal
amount of Securities authenticated and delivered pursuant to clause
(i) above.

Upon the exchange of a Global Security for Securities in
definitive registered form in authorized denominations, such Global Security
shall be cancelled by the Trustee or an agent of the Trustee. Securities in
definitive registered form issued in exchange for a Global Security pursuant
to this Section 2.8 shall be registered in such names and in such authorized
denominations as the Depositary for such Global Security, pursuant to
instructions from its direct or indirect participants or otherwise, shall
instruct the Trustee or an agent of the Trustee or the Issuer or an agent of
the Issuer. The Trustee or such agent shall deliver at its office such
Securities to or as directed by the Persons in whose names such Securities
are so registered.

All Securities issued upon any registration of transfer or
exchange of Securities shall be valid and legally binding obligations of the
Issuer, evidencing the same debt, and entitled to the same benefits under

this Indenture, as the Securities surrendered upon such registration of
transfer or exchange.

SECTION 2.9 Mutilated, Defaced, Destroyed, Lost and Stolen
Securities. In case any temporary or definitive Security shall become
mutilated, defaced or be destroyed, lost or stolen, the Issuer in its
discretion may execute, and upon the written request of the Issuer, the
Trustee shall authenticate and deliver a new Security of the same series,
maturity date, interest rate, if any, and original issue date, bearing a
number or other distinguishing symbol not contemporaneously outstanding, in
exchange and substitution for the mutilated or defaced Security, or in lieu
of and in substitution for the Security so destroyed, lost or stolen. In
every case the applicant for a substitute Security shall furnish to the
Issuer and to the Trustee and any agent of the Issuer or the Trustee such
security or indemnity as may be required by the Trustee or the Issuer or any
such agent to indemnify and defend and to save each of the Trustee and the
Issuer and any such agent harmless and, in every case of destruction, loss or
theft, evidence to their satisfaction of the destruction, loss or theft of
such Security and of the ownership thereof and in the case of mutilation or
defacement, shall surrender the Security to the Trustee or such agent.

Upon the issuance of any substitute Security, the Issuer
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 or its agent)
connected therewith. In case any Security which has matured or is about to
mature or has been called for redemption in full shall become mutilated or
defaced or be destroyed, lost or stolen, the Issuer may instead of issuing a
substitute Security, pay or authorize the payment of the same (without
surrender thereof except in the case of a mutilated or defaced Security), if
the applicant for such payment shall furnish to the Issuer and to the Trustee
and any agent of the Issuer or the Trustee such security or indemnity as any
of them may require to hold each of them harmless, and, in every case of
destruction, loss or theft, the applicant shall also furnish to the Issuer
and the Trustee and any agent of the Issuer or the Trustee evidence to the
Trustee's satisfaction of the destruction, loss or theft of such Security and
of the ownership thereof.

Every substitute Security of any series issued pursuant to
the provisions of this Section by virtue of the fact that any such Security
is destroyed, lost or stolen shall constitute an additional contractual
obligation of the Issuer, whether or not the destroyed, lost or stolen
Security shall be at any time enforceable by anyone and shall be entitled to
all the benefits of (but shall be subject to all the limitations of rights
set forth in) this Indenture equally and proportionately with any and all
other Securities of such series duly authenticated and delivered hereunder.
All Securities shall be held and owned upon the express condition that, to
the extent permitted by law, the foregoing provisions are exclusive with
respect to the replacement or payment of mutilated, defaced, destroyed, lost
or stolen Securities and shall preclude any and all other rights or remedies
notwithstanding any law or statute existing or hereafter enacted to the
contrary with respect to the replacement or payment of negotiable instruments
or other securities without their surrender.

SECTION 2.10 Cancellation of Securities; Disposition
Thereof. All Securities surrendered for payment, redemption, registration of
transfer or exchange, or for credit against any payment in respect of a

sinking or analogous fund, if surrendered to the Issuer or any agent of the
Issuer or the Trustee or any agent of the Trustee, shall be delivered to the
Trustee or its agent for cancellation or, if surrendered to the Trustee,
shall be cancelled by it; and no Securities shall be issued in lieu thereof
except as expressly permitted by any of the provisions of this Indenture.
The Trustee shall dispose of all cancelled Securities in accordance with its
standard procedures and shall deliver a certificate of such disposition to
the Company. If the Issuer or its agent shall acquire any of the Securities,
such acquisition shall not operate as a redemption or satisfaction of the
indebtedness represented by such Securities unless and until the same are
delivered to the Trustee or its agent for cancellation.

SECTION 2.11 Temporary Securities. Pending the
preparation of definitive Securities for any series, the Issuer may execute
and the Trustee shall authenticate and deliver temporary Securities for such
series (printed, lithographed, typewritten or otherwise reproduced, in each
case in form satisfactory to the Trustee). Temporary Securities of any
series shall be issuable in any authorized denomination, and substantially in
the form of the definitive Securities of such series but with such omissions,
insertions and variations as may be appropriate for temporary Securities, all
as may be determined by the Issuer with the concurrence of the Trustee as
evidenced by the execution and authentication thereof. Temporary Securities
may contain such references to any provisions of this Indenture as may be
appropriate. Every temporary Security shall be executed by the Issuer and be
authenticated by the Trustee upon the same conditions and in substantially
the same manner, and with like effect, as the definitive Securities. Without
unreasonable delay the Issuer shall execute and shall furnish definitive
Securities of such series and thereupon temporary Securities of such series
may be surrendered in exchange therefor without charge at each office or
agency to be maintained by the Issuer for that purpose pursuant to Section
3.2 and the Trustee shall authenticate and deliver in exchange for such
temporary Securities of such series an equal aggregate principal amount of
definitive Securities of the same series having authorized denominations.
Until so exchanged, the temporary Securities of any series shall be entitled
to the same benefits under this Indenture as definitive Securities of such
series, unless otherwise established pursuant to Section 2.3.

SECTION 2.12 CUSIP Numbers. The Issuer in issuing the
Securities may use "CUSIP" numbers (if then generally in use), and, if so,
the Trustee shall use "CUSIP" numbers in notices of redemption as a
convenience to Holders; provided that any such notice may state that no
representation is made as to the correctness of such numbers either as
printed on the Securities or as contained in any notice of a redemption and
that reliance may be placed only on the other identification numbers printed
on the Securities, and any such redemption shall not be affected by any
defect in or omission of such numbers.

ARTICLE THREE
COVENANTS OF THE ISSUER

SECTION 3.1 Payment of Principal and Interest. The Issuer
covenants and agrees that it will duly and punctually pay or cause to be paid
the principal of, premium, if any, and interest, if any, on each of the
Securities at the place, at the respective times and in the manner provided
in the Securities.

SECTION 3.2 Offices for Notices and Payments, etc. So
long as any of the Securities are Outstanding, the Issuer will maintain in
each Place of Payment, an office or agency where the Securities may be
presented for payment, an office or agency where the Securities may be
presented for registration of transfer and for exchange as provided in this
Indenture, and an office or agency where notices and demands to or upon the
Issuer in respect of the Securities or of this Indenture may be served. In
case the Issuer shall at any time fail to maintain any such office or agency,
or shall fail to give notice to the Trustee of any change in the location
thereof, presentation may be made and notice and demand may be served in
respect of the Securities or of this Indenture at the Corporate Trust Office.
The Issuer hereby initially designates the Corporate Trust Office for each
such purpose and appoints the Trustee as registrar and paying agent and as
the agent upon whom notices and demands may be served with respect to the
Securities.

SECTION 3.3 No Interest Extension. In order to prevent
any accumulation of claims for interest after maturity thereof, the Issuer
will not directly or indirectly extend or consent to the extension of the
time for the payment of any claim for interest on any of the Securities and
will not directly or indirectly be a party to or approve any such arrangement
by the purchase or funding of said claims or in any other manner; provided,
however, that this Section 3.3 shall not apply in any case where an extension
shall be made pursuant to a plan proposed by the Issuer to the Holders of all
Securities of any series then Outstanding.

SECTION 3.4 Appointments to Fill Vacancies in Trustee's
Office. The Issuer, whenever necessary to avoid or fill a vacancy in the
office of the Trustee, will appoint, in the manner provided in Section 6.10,
a Trustee, so that there shall at all times be a Trustee hereunder.

SECTION 3.5 Provision as to Paying Agent. (a) If the
Issuer shall appoint a paying agent other than the Trustee, it will cause
such paying agent 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 3.5,

(1) that it will hold all sums held by it as such paying
agent for the payment of the principal of or interest, if any, on the
Securities (whether such sums have been paid to it by the Issuer or
by any other obligor on the Securities) in trust for the benefit of
the Holders of the Securities and the Trustee; and

(2) that it will give the Trustee notice of any failure by
the Issuer (or by any other obligor on the Securities) to make any
payment of the principal of, premium, if any, or interest, if any, on
the Securities when the same shall be due and payable; and

(3) that it will, at any time during the continuance of
any such failure, upon the written request of the Trustee, forthwith
pay to the Trustee all sums so held in trust by such paying agent.

(b) If the Issuer shall act as its own paying agent, it
will, on or before each due date of the principal of or interest, if any, on
the Securities, set aside, segregate and hold in trust for the benefit of the
Holders of the Securities a sum sufficient to pay such principal, premium, if
any, or interest, if any, so becoming due and will notify the Trustee of any

failure to take such action and of any failure by the Issuer (or by any other
obligor under the Securities) to make any payment of the principal of,
premium, if any, or interest, if any, on the Securities when the same shall
become due and payable.

(c) Anything in this Section 3.5 to the contrary
notwithstanding, the Issuer may, at any time, for the purpose of obtaining a
satisfaction and discharge of this Indenture, or for any other reason, pay or
cause to be paid to the Trustee all sums held in trust by it, or any paying
agent hereunder, as required by this Section 3.5, such sums to be held by the
Trustee upon the trusts herein contained.

(d) Anything in this Section 3.5 to the contrary
notwithstanding, any agreement of the Trustee or any paying agent to hold
sums in trust as provided in this Section 3.5 is subject to Sections 10.3 and
10.4.

(e) Whenever the Issuer shall have one or more paying
agents, it will, on or before each due date of the principal of or interest,
if any, on any Securities, deposit with a paying agent a sum sufficient to
pay the principal, premium, if any, or interest, if any, so becoming due,
such sum to be held in trust for the benefit of the Persons entitled to such
principal, premium, if any, or interest, if any, and (unless such paying
agent is the Trustee) the Issuer will promptly notify the Trustee of its
action or failure so to act.

ARTICLE FOUR
SECURITYHOLDERS LISTS AND REPORTS BY THE
ISSUER AND THE TRUSTEE

SECTION 4.1 Issuer to Furnish Trustee Information as to
Names and Addresses of Securityholders. The Issuer and any other obligor on
the Securities covenant and agree that they will furnish or cause to be
furnished to the Trustee a list in such form as the Trustee may reasonably
require of the names and addresses of the Holders of the Securities of each
series:

(a) semiannually and not more than 15 days after each
January 1 and July 1, and

(b) at such other times as the Trustee may request in
writing, within 15 days after receipt by the Issuer of any such
request,

provided that if and so long as the Trustee shall be the registrar for such
series, such list shall not be required to be furnished.

SECTION 4.2 Preservation and Disclosure of Securityholders
Lists. (a) The Trustee shall preserve, in as current a form as is
reasonably practicable, all information as to the names and addresses of the
Holders of each series of Securities (i) contained in the most recent list
furnished to it as provided in Section 4.1, and (ii) received by it in the
capacity of registrar or paying agent for such series, if so acting. The
Trustee may destroy any list furnished to it as provided in Section 4.1 upon
receipt of a new list so furnished.

(b) In case three or more Holders of Securities
(hereinafter referred to as "applicants") apply in writing to the Trustee and
furnish to the Trustee reasonable proof that each such applicant has owned a
Security for a period of at least six months preceding the date of such
application, and such application states that the applicants desire to
communicate with other Holders of Securities of a particular series (in which
case the applicants must all hold Securities of such series) or with Holders
of all Securities with respect to their rights under this Indenture or under
such Securities and such application is accompanied by a copy of the form of
proxy or other communication which such applicants propose to transmit, then
the Trustee shall, within five Business Days after the receipt of such
application, at its election, either

(i) afford to such applicants access to the information
preserved at the time by the Trustee in accordance with the
provisions of subsection (a) of this Section 4.2, or

(ii) inform such applicants as to the approximate number
of Holders of Securities of such series or of all
Securities, as the case may be, whose names and addresses
appear in the information preserved at the time by the
Trustee, in accordance with the provisions of subsection
(a) of this Section 4.2, and as to the approximate cost of
mailing to such Securityholders the form of proxy or other
communication, if any, specified in such application.

If the Trustee shall elect not to afford to such applicants
access to such information, the Trustee shall, upon the written request of
such applicants, mail to each Securityholder of such series or all Holders of
Securities, as the case may be, whose name and address appears in the
information preserved at the time by the Trustee in accordance with the
provisions of subsection (a) of this Section 4.2 a copy of the form of proxy
or other communication which is specified in such request, with reasonable
promptness after a tender to the Trustee of the material to be mailed and of
payment, or provision for the payment, of the reasonable expenses of mailing,
unless within five days after such tender, the Trustee shall mail to such
applicants and file with the Commission, together with a copy of the material
to be mailed, a written statement to the effect that, in the opinion of the
Trustee, such mailing would be contrary to the best interests of the Holders
of Securities of such series or of all Securities, as the case may be, or
would be in violation of applicable law. Such written statement shall
specify the basis of such opinion. If the Commission, after opportunity for
a hearing upon the objections specified in the written statement so filed,
shall enter an order refusing to sustain any of such objections or if, after
the entry of an order sustaining one or more of such objections, the
Commission shall find, after notice and opportunity for hearing, that all the
objections so sustained have been met, and shall enter an order so declaring,
the Trustee shall mail copies of such material to all such Securityholders
with reasonable promptness after the entry of such order and the renewal of
such tender; otherwise the Trustee shall be relieved of any obligation or
duty to such applicants respecting their application.

(c) Each and every Holder of Securities, by receiving and
holding the same, agrees with the Issuer and the Trustee that neither the
Issuer nor the Trustee nor any agent of the Issuer or the Trustee shall be
held accountable by reason of the disclosure of any such information as to
the names and addresses of the Holders of Securities in accordance with the

provisions of subsection (b) of this Section 4.2, regardless of the source
from which such information was derived, and that the Trustee shall not be
held accountable by reason of mailing any material pursuant to a request made
under such subsection (b).

SECTION 4.3 Reports by the Issuer. The Issuer covenants:

(a) to file with the Trustee, within 15 days after the
Issuer is required to file the same with the Commission, copies of the annual
reports and of the information, documents and other reports (or copies of
such portions of any of the foregoing as the Commission may from time to time
by rules and regulations prescribe), if any, which the Issuer may be required
to file with the Commission pursuant to Section 13 or Section 15(d) of the
Exchange Act; or, if the Issuer is not required to file information,
documents or reports pursuant to either of such Sections, then to file with
the Trustee and the Commission, in accordance with rules and regulations
prescribed from time to time by the Commission, such of the supplementary and
periodic information, documents and reports which may be required pursuant to
Section 13 of the Exchange Act in respect of a debt security listed and
registered on a national securities exchange as may be prescribed from time
to time in such rules and regulations;

(b) to file with the Trustee and the Commission, in
accordance with rules and regulations prescribed from time to time by the
Commission, such additional information, documents and reports with respect
to compliance by the Issuer with the conditions and covenants provided for in
this Indenture as may be required from time to time by such rules and
regulations;

(c) to transmit by mail to the Holders of Securities
within 30 days after the filing thereof with the Trustee, in the manner and
to the extent provided in Section 4.4(c), such summaries of any information,
documents and reports required to be filed by the Issuer pursuant to
subsections (a) and (b) of this Section 4.3 as may be required to be
transmitted to such Holders by rules and regulations prescribed from time to
time by the Commission; and

(d) to furnish to the Trustee, not less than annually, a
brief certificate from the principal executive officer, principal financial
officer or principal accounting officer as to his knowledge of the Issuer's
compliance with all conditions and covenants under this Indenture. For
purposes of this subsection (d), such compliance shall be determined without
regard to any period of grace or requirement of notice provided under this
Indenture.

SECTION 4.4 Reports by the Trustee. (a) The Trustee shall
transmit to Holders such reports concerning the Trustee and its actions under
this Indenture as may be required pursuant to the Trust Indenture Act of 1939
at the times and in the manner provided pursuant thereto. To the extent that
any such report is required by the Trust Indenture Act of 1939 with respect
to any 12 month period, such report shall cover the 12 month period ending
July 15 and shall be transmitted by the next succeeding September 15.

(b) A copy of each such report shall, at the time of such
transmission to Securityholders, be furnished to the Issuer and be filed by
the Trustee with each stock exchange upon which the Securities of any
applicable series are listed and also with the Commission. The Issuer agrees

to promptly notify the Trustee with respect to any series when and as the
Securities of such series become admitted to trading on any national
securities exchange.

ARTICLE FIVE
REMEDIES OF THE TRUSTEE AND SECURITY HOLDERS
ON EVENT OF DEFAULT

SECTION 5.1 Events of Default. "Event of Default",
wherever used herein with respect to Securities of any series, means any one
or more of the following events (whatever the reason for such Event of
Default and whether it shall be occasioned by the provisions of Article
Thirteen or otherwise), unless it is either inapplicable to a particular
series or it is specifically deleted or modified in or pursuant to the Board
Resolution or supplemental indenture establishing such series of Securities
or in the form of Security, for such series:

(a) default in the payment of the principal of or premium,
if any, of the Securities of such series as and when the same shall become
due and payable either at maturity, upon redemption, by declaration or
otherwise; or

(b) default in the payment of any installment of interest
on any of the Securities of such series as and when the same shall become due
and payable, and continuance of such default for a period of 30 days; or

(c) default in the payment or satisfaction of any sinking
fund or other purchase obligation with respect to Securities of such series,
as and when such obligation shall become due and payable; or

(d) failure on the part of the Issuer duly to observe or
perform any other of the covenants or agreements on the part of the Issuer in
the Securities of such series or in this Indenture continued for a period of
90 days after the date on which written notice of such failure, requiring the
same to be remedied, shall have been given by certified or registered mail to
the Issuer by the Trustee, or to the Issuer and the Trustee by the Holders of
at least 25% in aggregate principal amount of the Securities of such series
then Outstanding; or

(e) without the consent of the Issuer a court having
jurisdiction shall enter an order for relief with respect to the Issuer or
any of its Significant Subsidiaries under any applicable bankruptcy,
insolvency or other similar law of the United States of America, any state
thereof or the District of Columbia, or without the consent of the Issuer a
court having jurisdiction shall enter a judgment, order or decree adjudging
the Issuer or any of its Significant Subsidiaries bankrupt or insolvent, or
enter an order for relief for reorganization, arrangement, adjustment or
composition of or in respect of the Issuer or any of its Significant
Subsidiaries under any applicable bankruptcy, insolvency or other similar law
of the United States of America, any state thereof or the District of
Columbia, and the continuance of any such judgment, order or decree is
unstayed and in effect for a period of 60 consecutive days; or

(f) the Issuer or any of its Significant Subsidiaries
shall institute proceedings for entry of an order for relief with respect to
the Issuer or any of its Significant Subsidiaries under any applicable

bankruptcy, insolvency or other similar law of the United States of America,
any state thereof or the District of Columbia, or for an adjudication of
insolvency, or shall consent to the institution of bankruptcy or insolvency
proceedings against it, or shall file a petition seeking, or seek or consent
to reorganization, arrangement, composition or relief under any applicable
bankruptcy, insolvency or other similar law of the United States of America,
any state thereof or the District of Columbia, or shall consent to the filing
of such petition or to the appointment of a receiver, custodian, liquidator,
assignee, trustee, sequestrator or similar official of the Issuer or of
substantially all of its property, or the Issuer or any of its Significant
Subsidiaries shall make a general assignment for the benefit of creditors as
recognized under any applicable bankruptcy, insolvency or other similar law
of the United States of America, any state thereof or the District of
Columbia; or

(g) any other Event of Default provided with respect to
the Securities of such series.

If an Event of Default with respect to Securities of any
series then Outstanding occurs and is continuing, then and in each and every
such case, unless the principal of all of the Securities of such series shall
have already become due and payable, either the Trustee or the Holders of not
less than 25% in aggregate principal amount of the Securities of such series
then Outstanding, by notice in writing to the Issuer (and to the Trustee if
given by Securityholders), may declare the principal (or, if the Securities
of such series are Original Issue Discount Securities, such portion of the
principal amount as may be specified in the terms of such series) of all the
Securities of such series and the interest, if any, accrued thereon to be due
and payable immediately, and upon any such declaration the same shall become
and shall be immediately due and payable, notwithstanding anything to the
contrary contained in this Indenture or in the Securities of such series.
This provision, however, is subject to the condition that, if at any time
after the unpaid principal amount (or such specified amount) of the
Securities of such series shall have been so declared due and payable and
before any judgment or decree for the payment of the moneys due shall have
been obtained or entered as hereinafter provided, the Issuer shall pay or
shall deposit with the Trustee a sum sufficient to pay all matured
installments of interest, if any, upon all of the Securities of such series
and the principal of any and all Securities of such series which shall have
become due otherwise than by acceleration (with interest on overdue
installments of interest, if any, to the extent that payment of such interest
is enforceable under applicable law and on such principal at the rate borne
by the Securities of such series to the date of such payment or deposit) and
the reasonable compensation, disbursements, expenses and advances of the
Trustee and all other amounts due the Trustee under Section 6.6, and any and
all defaults under this Indenture, other than the nonpayment of such portion
of the principal amount of and accrued interest, if any, on Securities of
such series which shall have become due by acceleration, shall have been
cured or shall have been waived in accordance with Section 5.7 or provision
deemed by the Trustee to be adequate shall have been made therefor, then and
in every such case the Holders of a majority in aggregate principal amount of
the Securities of such series then Outstanding, by written notice to the
Issuer and to the Trustee, may rescind and annul such declaration and its
consequences; but no such rescission and annulment shall extend to or shall
affect any subsequent default, or shall impair any right consequent thereon.
Notwithstanding the previous sentence, no waiver shall be effective against
any Holder for any Event of Default or event which with notice or lapse of

time or both would be an Event of Default with respect to any covenant or
provision which cannot be modified or amended without the consent of the
Holder of each outstanding Security affected thereby, unless all such
affected Holders agree, in writing, to waive such Event of Default or other
event.

If any Event of Default with respect to the Issuer specified in
Section 5.1(e) or 5.1(f) occurs, all unpaid principal amount (or, if the
Securities of any series then Outstanding are Original Issue Discount
Securities, such portion of the principal amount as may be specified in the
terms of each such series) and accrued interest on all Securities of each
series then Outstanding shall ipso facto become and be immediately due and
payable without any declaration or other act by the Trustee or any
Securityholder.

If the Trustee shall have proceeded to enforce any right
under this Indenture and such proceedings shall have been discontinued or
abandoned because of such rescission or annulment or for any other reason or
shall have been determined adversely to the Trustee, then and in every such
case the Issuer, the Trustee and the Securityholders shall be restored
respectively to their several positions and rights hereunder, and all rights,
remedies and powers of the Issuer, the Trustee and the Securityholders shall
continue as though no such proceeding had been taken.

Except with respect to an Event of Default pursuant to
Section 5.1 (a), (b) or (c), the Trustee shall not be charged with knowledge
of any Event of Default unless written notice thereof shall have been given
to a Responsible Officer by the Issuer, a paying agent or any Securityholder.

SECTION 5.2 Payment of Securities on Default; Suit
Therefor. The Issuer covenants that (a) if default shall be made in the
payment of any installment of interest upon any of the Securities of any
series then Outstanding as and when the same shall become due and payable,
and such default shall have continued for a period of 30 days, or (b) if
default shall be made in the payment of the principal of any of the
Securities of such series as and when the same shall have become due and
payable, whether at maturity of the Securities of such series or upon
redemption or by declaration or otherwise, then, upon demand of the Trustee,
the Issuer will pay to the Trustee, for the benefit of the Holders of the
Securities, the whole amount that then shall have become due and payable on
all such Securities of such series for principal or interest, if any, or
both, as the case may be, with interest upon the overdue principal and (to
the extent that payment of such interest is enforceable under applicable law)
upon the overdue installments of interest, if any, at the rate borne by the
Securities of such series; and, in addition thereto, such further amount as
shall be sufficient to cover the costs and expenses of collection, including
a reasonable compensation to the Trustee, its agents, attorneys and counsel,
and any expenses or liabilities incurred by the Trustee hereunder other than
through its negligence or bad faith.

If the Issuer shall fail forthwith to pay such amounts upon
such demand, the Trustee, in its own name and as trustee of an express trust,
shall be entitled and empowered to institute any actions or proceedings at
law or in equity for the collection of the sums so due and unpaid, and may
prosecute any such action or proceeding to judgment or final decree, and may
enforce any such judgment or final decree against the Issuer or any other
obligor on the Securities of such series and collect in the manner provided

by law out of the property of the Issuer or any other obligor on the
Securities of such series, wherever situated, the moneys adjudged or decreed
to be payable.

If there shall be pending proceedings for the bankruptcy or
for the reorganization of the Issuer or any other obligor on the Securities
of any series then Outstanding under any bankruptcy, insolvency or other
similar law now or hereafter in effect, or if a receiver or trustee or
similar official shall have been appointed for the property of the Issuer or
such other obligor, or in the case of any other similar judicial proceedings
relative to the Issuer or other obligor upon the Securities of such series,
or to the creditors or property of the Issuer or such other obligor, the
Trustee, irrespective of whether the principal of the Securities of such
series shall then be due and payable as therein expressed or by declaration
or otherwise and irrespective of whether the Trustee shall have made any
demand pursuant to the provisions of this Section 5.2, shall be entitled and
empowered by intervention in such proceedings or otherwise to file and prove
a claim or claims for the whole amount of principal and interest, if any,
owing and unpaid in respect of the Securities of such series, and, in case of
any judicial proceedings, to file such proofs of claim and other papers or
documents as may be necessary or advisable in order to have the claims of the
Trustee and of the Securityholders allowed in such judicial proceedings
relative to the Issuer or any other obligor on the Securities of such series,
its or their creditors, or its or their property, and to collect and receive
any moneys or other property payable or deliverable on any such claims, and
to distribute the same after the deduction of its charges and expenses, and
any receiver, assignee or trustee or similar official in bankruptcy or
reorganization is hereby authorized by each of the Securityholders to make
such payments to the Trustee, and, if the Trustee shall consent to the making
of such payments directly to the Securityholders, to pay to the Trustee any
amount due it for compensation and expenses or otherwise pursuant to Section
6.6, including counsel fees and expenses incurred by it up to the date of
such distribution. To the extent that such payment of reasonable
compensation, expenses and counsel fees and expenses out of the estate in any
such proceedings shall be denied for any reason, payment of the same shall be
secured by a lien on, and shall be paid out of, any and all distributions,
dividends, moneys, securities and other property which the Holders of the
Securities of such series may be entitled to receive in such proceedings,
whether in liquidation or under any plan of reorganization or arrangement or
otherwise.

All rights of action and of asserting claims under this
Indenture, or under any of the Securities, may be enforced by the Trustee
without the possession of any of the Securities, or the production thereof at
any trial or other proceeding relative thereto, and any such suit or
proceeding instituted by the Trustee shall be brought in its own name as
trustee of an express trust, and any recovery of judgment shall be for the
ratable benefit of the Holders of the Securities of the series in respect of
which such judgment has been recovered.

SECTION 5.3 Application of Moneys Collected by Trustee.
Any moneys collected by the Trustee pursuant to Section 5.2 with respect to
Securities of any series then Outstanding shall be applied in the order
following, at the date or dates fixed by the Trustee for the distribution of
such moneys, upon presentation of the several Securities of such series, and
stamping thereon the payment, if only partially paid, and upon surrender
thereof, if fully paid:

FIRST: To the payment of costs and expenses of collection
and reasonable compensation to the Trustee, its agents, attorneys and
counsel, and of all other expenses and liabilities incurred, and all
advances made, by the Trustee pursuant to Section 6.6 except as a
result of its negligence or bad faith;

SECOND: If the principal of the Outstanding Securities of
such series shall not have become due and be unpaid, to the payment
of interest, if any, on the Securities of such series, in the order
of the maturity of the installments of such interest, if any, with
interest (to the extent that such interest has been collected by the
Trustee) upon the overdue installments of interest, if any, at the
rate borne by the Securities of such series, such payment to be made
ratably to the Persons entitled thereto;

THIRD: If the principal of the Outstanding Securities of
such series shall have become due, by declaration or otherwise, to
the payment of the whole amount then owing and unpaid upon the
Securities of such series for principal and interest, if any, with
interest on the overdue principal and (to the extent that such
interest has been collected by the Trustee) upon overdue installments
of interest, if any, at the rate borne by the Securities of such
series; and in case such moneys shall be insufficient to pay in full
the whole amounts so due and unpaid upon the Securities of such
series, then to the payment of such principal and interest, if any,
without preference or priority of principal over interest or of
interest over principal, or of any installment of interest over any
other installment of interest, or of any Security over any other
Security, ratably to the aggregate of such principal and accrued and
unpaid interest; and

FOURTH: To the payment of any surplus then remaining to
the Issuer, its successors or assigns, or to whomsoever may be
lawfully entitled to receive the same.

No claim for interest which in any manner at or after
maturity shall have been transferred or pledged separate or apart from the
Securities to which it relates, or which in any manner shall have been kept
alive after maturity by an extension (otherwise than pursuant to an extension
made pursuant to a plan proposed by the Issuer to the Holders of all
Securities of any series then Outstanding), purchase, funding or otherwise by
or on behalf or with the consent or approval of the Issuer shall be entitled,
in case of a default hereunder, to any benefit of this Indenture, except
after prior payment in full of the principal of all Securities of any series
then Outstanding and of all claims for interest not so transferred, pledged,
kept alive, extended, purchased or funded.

SECTION 5.4 Proceedings by Securityholders. No Holder of
any Securities of any series then Outstanding shall have any right by virtue
of or by availing of any provision of this Indenture to institute any suit,
action or proceeding in equity or at law upon or under or with respect to
this Indenture or for the appointment of a receiver or trustee or similar
official, or for any other remedy hereunder, unless such Holder previously
shall have given to the Trustee written notice of default and of the
continuance thereof, as hereinbefore provided, and unless the Holders of not
less than 25% in aggregate principal amount of the Securities of such series
then Outstanding shall have made written request to the Trustee to institute

such action, suit or proceeding in its own name as Trustee hereunder and
shall have offered to the Trustee such reasonable indemnity as it may require
against the costs, expenses and liabilities to be incurred therein or
thereby, and the Trustee for 60 days after its receipt of such notice,
request and offer of indemnity, shall have neglected or refused to institute
any such action, suit or proceeding, it being understood and intended, and
being expressly covenanted by the Holder of every Security of such series
with every other Holder and the Trustee, that no one or more Holders of
Securities of such series shall have any right in any manner whatever by
virtue of or by availing of any provision of this Indenture or of the
Securities to affect, disturb or prejudice the rights of any other Holder of
such Securities of such series, or to obtain or seek to obtain priority over
or preference as to any other such Holder, or to enforce any right under this
Indenture or the Securities, except in the manner herein provided and for the
equal, ratable and common benefit of all Holders of Securities of such
series.

Notwithstanding any other provisions in this Indenture, but
subject to Article Thirteen, the right of any Holder of any Security to
receive payment of the principal of, premium, if any, and interest, if any,
on such Security, on or after the respective due dates expressed in such
Security, or to institute suit for the enforcement of any such payment on or
after such respective dates shall not be impaired or affected without the
consent of such Holder.

SECTION 5.5 Proceedings by Trustee. In case of an Event
of Default hereunder, the Trustee may in its discretion proceed to protect
and enforce the rights vested in it by this Indenture by such appropriate
judicial proceedings as the Trustee shall deem most effectual to protect and
enforce any of such rights, either by suit in equity or by action at law or
by proceedings in bankruptcy or otherwise, whether for the specific
enforcement of any covenant or agreement contained in this Indenture or in
aid of the exercise of any power granted in this Indenture, or to enforce any
other legal or equitable right vested in the Trustee by this Indenture or by
law.

SECTION 5.6 Remedies Cumulative and Continuing. All
powers and remedies given by this Article Five to the Trustee or to the
Securityholders shall, to the extent permitted by law, be deemed cumulative
and not exclusive of any thereof or of any other powers and remedies
available to the Trustee or the Securityholders, by judicial proceedings or
otherwise, to enforce the performance or observance of the covenants and
agreements contained in this Indenture, and no delay or omission of the
Trustee or of any Securityholder to exercise any right or power accruing upon
any default occurring and continuing as aforesaid shall impair any such right
or power, or shall be construed to be a waiver of any such default or an
acquiescence therein; and, subject to the provisions of Section 5.4, every
power and remedy given by this Article Five or by law to the Trustee or to
the Securityholders may be exercised from time to time, and as often as shall
be deemed expedient, by the Trustee or by the Securityholders.

SECTION 5.7 Direction of Proceedings; Waiver of Defaults
by Majority of Securityholders. The Holders of a majority in aggregate
principal amount of the Securities of any series then Outstanding shall have
the right to direct the time, method, and place of conducting any proceeding
for any remedy available to the Trustee, or exercising any trust or power
conferred on the Trustee with respect to Securities of such series; provided,

however, that (subject to the provisions of Section 6.1) the Trustee shall
have the right to decline to follow any such direction if the Trustee shall
determine upon advice of counsel that the action or proceeding so directed
may not lawfully be taken or if the Trustee in good faith by its board of
directors, its executive committee, or a trust committee of directors or
Responsible Officers or both shall determine that the action or proceeding so
directed would involve the Trustee in personal liability. The Holders of a
majority in aggregate principal amount of the Securities of any series then
Outstanding may on behalf of the Holders of all of the Securities of such
series waive any past default or Event of Default hereunder and its
consequences except a default in the payment of interest, if any, on, or the
principal of, the Securities of such series. Upon any such waiver the
Issuer, the Trustee and the Holders of the Securities of such series shall be
restored to their former positions and rights hereunder, respectively; but no
such waiver shall extend to any subsequent or other default or Event of
Default or impair any right consequent thereon. Whenever any default or
Event of Default hereunder shall have been waived as permitted by this
Section 5.7, said default or Event of Default shall for all purposes of the
Securities and this Indenture be deemed to have been cured and to be not
continuing.

SECTION 5.8 Notice of Defaults. The Trustee shall, within
30 days after the occurrence of a default, with respect to Securities of any
series then Outstanding, mail to all Holders of Securities of such series, as
the names and the addresses of such Holders appear upon the Securities
register, notice of all defaults known to the Trustee with respect to such
series, unless such defaults shall have been cured before the giving of such
notice (the term "defaults" for the purpose of this Section 5.8 being hereby
defined to be the events specified in clauses (a), (b), (c), (d), (e), (f)
and (g) of Section 5.1, not including periods of grace, if any, provided for
therein and irrespective of the giving of the written notice specified in
said clause (d) but in the case of any default of the character specified in
said clause (d) no such notice to Securityholders shall be given until at
least 60 days after the giving of written notice thereof to the Issuer
pursuant to said clause (d)); provided, however, that, except in the case of
default in the payment of the principal of or interest, if any, on any of the
Securities, or in the payment or satisfaction of any sinking fund or other
purchase obligation, the Trustee shall be protected in withholding such
notice if and so long as the board of directors, the executive committee, or
a trust committee of directors or Responsible Officers or both, of the
Trustee in good faith determines that the withholding of such notice is in
the best interests of the Securityholders.

SECTION 5.9 Undertaking to Pay Costs. All parties to this
Indenture agree, and each Holder of any Security by his 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 cost 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 5.9 shall not apply to any suit instituted by the
Trustee, to any suit instituted by any Securityholder, or group of
Securityholders, holding in the aggregate more than 10% in principal amount
of the Securities of any series then Outstanding, or to any suit instituted

by any Securityholders for the enforcement of the payment of the principal of
or interest, if any, on any Security against the Issuer on or after the due
date expressed in such Security.

ARTICLE SIX
CONCERNING THE TRUSTEE

SECTION 6.1 Duties and Responsibilities of the Trustee;
During Default; Prior to Default. In case an Event of Default with respect
to the Securities of a series has occurred (which has not been cured or
waived) the Trustee shall exercise with respect to such series of Securities
such of the rights and powers vested in it by this Indenture, and use the
same degree of care and skill in their exercise as a prudent man would
exercise or use under the circumstances in the conduct of his own affairs.

No provision of this Indenture shall be construed to
relieve the Trustee from liability for its own negligent action, its own
negligent failure to act or its own wilful misconduct, except that:

(a) prior to the occurrence of an Event of Default with
respect to the Securities of any series and after the curing or waiving of
all such Events of Default with respect to such series which may have
occurred:

(i) the duties and obligations of the Trustee with
respect to the Securities of any series shall be determined
solely by the express provisions of this Indenture, and the
Trustee shall not be liable except for the performance of
such duties and obligations 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 the part of the
Trustee, the Trustee may conclusively rely, as to the truth
of the statements and the correctness of the opinions
expressed therein, upon any statements, certificates or
opinions furnished to the Trustee and conforming to the
requirements of this Indenture; but in the case of any such
statements, certificates or opinions which 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 conform to the
requirements of this Indenture;

(b) the Trustee shall not be liable for any error of
judgment made in good faith by a Responsible Officer or Responsible Officers
of the Trustee, unless it shall be proved that the Trustee was negligent in
ascertaining the pertinent facts; and

(c) 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 pursuant to Section 5.7 relating to the time,
method and place of conducting any proceeding for any remedy available to the
Trustee, or exercising any trust or power conferred upon the Trustee, under
this Indenture.

None of the provisions contained in this Indenture shall
require the Trustee to expend or risk its own funds or otherwise incur
personal financial liability in the performance of any of its duties or in
the exercise of any of its rights or powers, if there shall be reasonable
ground for believing that the repayment of such funds or adequate indemnity
against such liability is not reasonably assured to it.

SECTION 6.2 Certain Rights of the Trustee. Subject to
Section 6.1:

(a) the Trustee may rely and shall be protected in acting
or refraining from acting upon any resolution, Officers' Certificate or any
other certificate, statement, instrument, opinion, report, notice, request,
consent, order, bond, debenture, note, coupon, security or other paper or
document believed by it to be genuine and to have been signed or presented by
the proper party or parties;

(b) any request, direction, order or demand of the Issuer
mentioned herein shall be sufficiently evidenced by an Officers' Certificate
or Issuer Order (unless other evidence in respect thereof be herein
specifically prescribed); and any resolution of the Board of Directors may be
evidenced to the Trustee by a Board Resolution;

(c) the Trustee may consult with counsel of its selection
and any advice of such counsel promptly confirmed in writing shall be full
and complete authorization and protection in respect of any action taken,
suffered or omitted to be taken by it hereunder in good faith and in reliance
thereon in accordance with such advice or Opinion of Counsel;

(d) the Trustee shall be under no obligation to exercise
any of the trusts or powers vested in it by this Indenture at the request,
order or direction of any of the Securityholders pursuant to the provisions
of this Indenture (including, without limitation, pursuant to Section 5.7),
unless such Securityholders shall have offered to the Trustee reasonable
security or indemnity against the costs, expenses and liabilities which might
be incurred therein or thereby;

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

(f) prior to the occurrence of an Event of Default
hereunder and after the curing or waiving of all Events of Default, 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, consent, order, approval, appraisal, bond,
debenture, note, coupon, security, or other paper or document unless
requested in writing so to do by the Holders of not less than a majority in
aggregate principal amount of the Securities of all series affected then
Outstanding; provided that, if the payment within a reasonable time to the
Trustee of the costs, expenses or liabilities likely to be incurred by it in
the making of such investigation is, in the opinion of the Trustee, not
reasonably assured to the Trustee by the security afforded to it by the terms
of this Indenture, the Trustee may require reasonable indemnity against such
expenses or liabilities as a condition to proceeding; the reasonable expenses
of every such investigation shall be paid by the Issuer or, if paid by the

Trustee or any predecessor Trustee, shall be repaid by the Issuer upon
demand;

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

(h) The Trustee shall not be charged with knowledge of any
default or Event of Default with respect to a series of Securities unless
either (i) a Responsible Officer of the Trustee assigned to the Corporate
Trust Office of the Trustee (or any successor division or department of the
Trustee) shall have actual knowledge of such default or Event of Default or
(ii) written notice of such default or Event of Default shall have been given
to the Trustee by the Issuer or any other obligor on such series of
Securities or by any Holder of Securities of such series; and

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

SECTION 6.3 Trustee Not Responsible for Recitals,
Disposition of Securities or Application of Proceeds Thereof. The recitals
contained herein and in the Securities, except the Trustee's certificates of
authentication, shall be taken as the statements of the Issuer, and the
Trustee assumes no responsibility for the correctness of the same. The
Trustee makes no representation as to the validity or sufficiency of this
Indenture, of the Securities or of any prospectus used to sell the
Securities. The Trustee shall not be accountable for the use or application
by the Issuer of any of the Securities or of the proceeds thereof.

SECTION 6.4 Trustee and Agents May Hold Securities;
Collections, etc. The Trustee or any agent of the Issuer or the Trustee, in
its individual or any other capacity, may become the owner or pledgee of
Securities with the same rights it would have if it were not the Trustee or
such agent and, subject to Sections 6.8 and 6.13, may otherwise deal with the
Issuer and receive, collect, hold and retain collections from the Issuer with
the same rights it would have if it were not the Trustee or such agent.

SECTION 6.5 Moneys Held by Trustee. Subject to the
provisions of Section 10.4 hereof, all moneys received by the Trustee shall,
until used or applied as herein provided, be held in trust for the purposes
for which they were received, but need not be segregated from other funds
except to the extent required by mandatory provisions of law. Neither the
Trustee nor any agent of the Issuer or the Trustee shall be under any
liability for interest on any moneys received by it hereunder.

SECTION 6.6 Compensation and Indemnification of Trustee
and Its Prior Claim. The Issuer covenants and agrees to pay to the Trustee
from time to time, and the Trustee shall be entitled to, such compensation as
shall be agreed to in writing between the Issuer and the Trustee (which shall
not be limited by any provision of law in regard to the compensation of a
trustee of an express trust) and the Issuer covenants and agrees to pay or
reimburse the Trustee and each predecessor Trustee upon its request for all
reasonable expenses, disbursements and advances incurred or made by or on

behalf of it in accordance with any of the provisions of this Indenture
(including the reasonable compensation and the expenses and disbursements of
its counsel and of all agents and other persons not regularly in its employ)
except any such expense, disbursement or advance as may arise from its
negligence or bad faith. The Issuer also covenants to indemnify the Trustee
and each predecessor Trustee for, and to hold it harmless against, any and
all loss, liability, damage, claim or expense, including taxes (other than
taxes based on the income of the Trustee), incurred without negligence or bad
faith on its part, arising out of or in connection with the acceptance or
administration of this Indenture or the trusts hereunder and its duties
hereunder, including the costs and expenses of defending itself against or
investigating any claim or liability in the premises. The obligations of the
Issuer under this Section 6.6 to compensate and indemnify the Trustee and
each predecessor Trustee and to pay or reimburse the Trustee and each
predecessor Trustee for expenses, disbursements and advances shall constitute
additional indebtedness hereunder and shall survive the satisfaction and
discharge of this Indenture or the resignation or removal of the Trustee and
shall not be subordinate to the payment of Senior Indebtedness pursuant to
Article Thirteen. Such additional indebtedness shall be a senior claim to
that of the Securities upon all property and funds held or collected by the
Trustee as such, except funds held in trust for the benefit of the Holders of
particular Securities. When the Trustee incurs expenses or renders services
in connection with an Event of Default specified in Section 5.1 or in
connection with Section 5.9 hereof, the expenses (including the reasonable
fees and expenses of its counsel) and the compensation for the service in
connection therewith are intended to constitute expenses of administration
under any bankruptcy law. The provisions of this Section 6.6 shall survive
the resignation or removal of the Trustee and the termination of this
Indenture.

SECTION 6.7 Right of Trustee to Rely on Officers'
Certificate, etc. Subject to Sections 6.1 and 6.2, whenever in the
administration of the trusts of this Indenture the Trustee shall deem it
necessary or desirable that a matter be proved or established prior to taking
or suffering or omitting any action hereunder, such matter (unless other
evidence in respect thereof be herein specifically prescribed) may, in the
absence of negligence or bad faith on the part of the Trustee, be deemed to
be conclusively proved and established by an Officers' Certificate delivered
to the Trustee, and such certificate, in the absence of negligence or bad
faith on the part of the Trustee, shall be full warrant to the Trustee for
any action taken, suffered or omitted by it under the provisions of this
Indenture upon the faith thereof.

SECTION 6.8 Qualification of Trustee; Conflicting
Interests. This Indenture shall always have a Trustee who satisfies the
requirements of Section 310(a)(1) of the Trust Indenture Act of 1939. The
Trustee shall have a combined capital and surplus of at least $25,000,000 as
set forth in its most recent published annual report of condition. The
Trustee shall comply with Section 310(b) of the Trust Indenture Act of 1939
regarding disqualification of a trustee upon acquiring a conflicting
interest.

SECTION 6.9 Persons Eligible for Appointment as Trustee;
Different Trustees for Different Series. The Trustee for each series of
Securities hereunder 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
the District of Columbia having a combined capital and surplus of at least

$25,000,000, and which is authorized under such laws to exercise corporate
trust powers and is subject to supervision or examination by federal, state
or District of Columbia authority, or a corporation or other Person permitted
to act as trustee by the Commission. If such corporation publishes reports
of condition at least annually, pursuant to law or to the requirements of the
aforesaid supervising or examining authority, then for the purposes of this
Section, 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. No obligor upon the Securities or any Affiliate
of such obligor shall serve as trustee upon the Securities. In case at any
time the Trustee shall cease to be eligible in accordance with the provisions
of this Section 6.9, the Trustee shall resign immediately in the manner and
with the effect specified in Section 6.10.

A different Trustee may be appointed by the Issuer for any
series of Securities prior to the issuance of such Securities. If the
initial Trustee for any series of Securities is to be a trustee other than
__________________________, the Issuer and such Trustee shall, prior to the
issuance of such Securities, execute and deliver an indenture supplemental
hereto, which shall provide for the appointment of such Trustee as Trustee
for the Securities of such series and shall add to or change any of the
provisions of this Indenture as shall be necessary to provide for or
facilitate the administration of the trusts hereunder by more than one
Trustee, it being understood that nothing herein or in such supplemental
indenture shall constitute such Trustees co-trustees of the same trust and
that each such Trustee shall be trustee of a trust or trusts hereunder
separate and apart from any trust or trusts hereunder administered by any
other such Trustee.

SECTION 6.10 Resignation and Removal; Appointment of
Successor Trustee. (a) The Trustee, or any trustee or trustees hereafter
appointed, may at any time resign with respect to one or more or all series
of Securities by giving written notice of resignation to the Issuer. Upon
receiving such notice of resignation, the Issuer shall promptly appoint a
successor trustee or trustees with respect to the applicable series by
written instrument in duplicate, executed by authority of the Board of
Directors, one copy of which instrument shall be delivered to the resigning
trustee and one copy to the successor trustee or trustees. If no successor
trustee shall have been so appointed with respect to any series and have
accepted appointment within 30 days after the mailing of such notice of
resignation, the resigning trustee may petition any court of competent
jurisdiction for the appointment of a successor trustee, or any
Securityholder who has been a bona fide Holder of a Security or Securities of
the applicable series for at least six months may, subject to the provisions
of Article Five, on behalf of himself and all others similarly situated,
petition any such court for the appointment of a successor trustee. Such
court may thereupon, after such notice, if any, as it may deem proper and
prescribe, appoint a successor trustee.

(b) In case at any time any of the following shall occur:

(i) the Trustee shall fail to comply with the provisions
of Section 6.8 with respect to any series of Securities
after written request therefor by the Issuer or by any
Securityholder who has been a bona fide Holder of a
Security or Securities of such series for at least six
months; or

(ii) the Trustee shall cease to be eligible in accordance
with the provisions of Section 6.9 and shall fail to resign
after written request therefor by the Issuer or by any such
Securityholder; or

(iii) the Trustee shall become incapable of acting with
respect to any series of Securities, or shall be adjudged a
bankrupt or insolvent, or a receiver or liquidator of the
Trustee or of its property shall be appointed, or any
public officer shall take charge or control of the Trustee
or of its property or affairs for the purpose of
rehabilitation, conservation or liquidation;

then, in any such case, the Issuer may remove the Trustee with respect to the
applicable series of Securities and appoint a successor trustee for such
series by written instrument, in duplicate, executed by order of the Board of
Directors one copy of which instrument shall be delivered to the Trustee so
removed and one copy to the successor trustee, or, subject to the provisions
of Article Five, any Securityholder who has been a bona fide Holder of a
Security or Securities of such series for at least six months may on behalf
of himself and all others similarly situated, petition any court of competent
jurisdiction for the removal of the Trustee and the appointment of a
successor trustee with respect to such series. Such court may thereupon,
after such notice, if any, as it may deem proper and prescribe, remove the
Trustee and appoint a successor trustee.

(c) The Holders of a majority in aggregate principal
amount of the Securities of each series then Outstanding may at any time
remove the Trustee with respect to Securities of such series and appoint a
successor trustee with respect to the Securities of such series by delivering
to the Trustee so removed, to the successor trustee so appointed and to the
Issuer the evidence provided for in Section 7.1 of the action in that regard
taken by the Securityholders. If no successor trustee shall have been so
appointed with respect to any series and have accepted appointment within 30
days after the delivery of such evidence of removal, the Trustee may petition
any court of competent jurisdiction for the appointment of a successor
trustee, or any Securityholder who has been a bona fide Holder of a Security
or Securities of the applicable series for at least six months may, subject
to the provisions of Article Five, on behalf of himself and all others
similarly situated, petition any such court for the appointment of a
successor trustee. Such court may thereupon, after such notice, if any, as
it may deem proper and prescribe, appoint a successor trustee.

(d) Any resignation or removal of the Trustee with respect
to any series and any appointment of a successor trustee with respect to such
series pursuant to any of the provisions of this Section 6.10 shall become
effective upon acceptance of appointment by the successor trustee as provided
in Section 6.11.

SECTION 6.11 Acceptance of Appointment by Successor
Trustee. Any successor trustee appointed as provided in Section 6.10 shall
execute and deliver to the Issuer and to its predecessor trustee an
instrument accepting such appointment hereunder, and thereupon the
resignation or removal of the predecessor trustee with respect to all or any
applicable series shall become effective and such successor trustee, without
any further act, deed or conveyance, shall become vested with all rights,
powers, duties and obligations with respect to such series of its predecessor

hereunder, with like effect as if originally named as trustee for such series
hereunder; but, nevertheless, on the written request of the Issuer or of the
successor trustee, upon payment of its charges then unpaid, the trustee
ceasing to act shall, subject to Section 10.4, pay over to the successor
trustee all moneys at the time held by it hereunder and shall execute and
deliver an instrument transferring to such successor trustee all such rights,
powers, duties and obligations. Upon request of any such successor trustee,
the Issuer shall execute any and all instruments in writing for more fully
and certainly vesting in and confirming to such successor trustee all such
rights and powers. Any trustee ceasing to act shall, nevertheless, retain a
prior claim upon all property or funds held or collected by such trustee to
secure any amounts then due it pursuant to the provisions of Section 6.6.

If a successor trustee is appointed with respect to the
Securities of one or more (but not all) series, the Issuer, the predecessor
Trustee and each successor trustee with respect to the Securities of any
applicable series shall execute and deliver an indenture supplemental hereto
which shall contain such provisions as shall be deemed necessary or desirable
to confirm that all the rights, powers, trusts and duties of the predecessor
Trustee with respect to the Securities of any series as to which the
predecessor Trustee is not retiring shall continue to be vested in the
predecessor Trustee, and shall add to or change any of the provisions of this
Indenture as shall be necessary to provide for or facilitate the
administration of the trusts hereunder by more than one trustee, it being
understood that nothing herein or in such supplemental indenture shall
constitute such trustees co-trustees of the same trust and that each such
trustee shall be trustee of a trust or trusts under separate indentures.

No successor trustee with respect to any series of
Securities shall accept appointment as provided in this Section 6.11 unless
at the time of such acceptance such successor trustee shall be qualified
under the provisions of Section 6.8 and eligible under the provisions of
Section 6.9.

Upon acceptance of appointment by any successor trustee as
provided in this Section 6.11, the Issuer shall give notice thereof to the
Holders of Securities of each series affected, by mailing such notice to such
Holders at their addresses as they shall appear on the registry books. If
the Issuer fails to give such notice within ten days after acceptance of
appointment by the successor trustee, the successor trustee shall cause such
notice to be given at the expense of the Issuer.

SECTION 6.12 Merger, Conversion, Consolidation or
Succession to Business of Trustee. Any corporation into which the Trustee
may be merged or converted or with which it may be consolidated, or any
corporation resulting from any merger, conversion or consolidation to which
the Trustee shall be a party, or any corporation succeeding to all or
substantially all of the corporate trust business of the Trustee (including
the trust created by this Indenture), shall be the successor of the Trustee
hereunder, provided that such corporation shall be qualified under the
provisions of Section 6.8 and eligible under the provisions of Section 6.9,
without the execution or filing of any paper or any further act on the part
of any of the parties hereto, anything herein to the contrary
notwithstanding.

In case at the time such successor to the Trustee shall
succeed to the trusts created by this Indenture any of the Securities of any

series shall have been authenticated but not delivered, any such successor to
the Trustee may adopt the certificate of authentication of any predecessor
Trustee and deliver such Securities so authenticated; and, in case at that
time any of the Securities of any series shall not have been authenticated,
any successor to the Trustee may authenticate such Securities either in the
name of any predecessor hereunder or in the name of the successor Trustee;
and in all such cases such certificate shall have the full force which it is
anywhere in the Securities of such series or in this Indenture provided that
the certificate of the Trustee shall have; provided, that the right to adopt
the certificate of authentication of any predecessor Trustee or to
authenticate Securities of any series in the name of any predecessor Trustee
shall apply only to its successor or successors by merger, conversion or
consolidation.

SECTION 6.13 Preferential Collection of Claims Against the
Issuer. The Trustee shall comply with Section 311(a) of the Trust Indenture
Act of 1939, excluding any creditor relationship listed in Section 311(b) of
the Trust Indenture Act of 1939. A Trustee who has resigned or been removed
shall be subject to Section 311(a) of the Trust Indenture Act of 1939 to the
extent indicated therein.

SECTION 6.14 Appointment of Authenticating Agent. As long
as any Securities of a series remain Outstanding, the Trustee may, by an
instrument in writing, appoint with the approval of the Issuer an
authenticating agent (the "Authenticating Agent") which shall be authorized
to act on behalf of the Trustee to authenticate Securities, including
Securities issued upon exchange, registration of transfer, partial redemption
or pursuant to Section 2.9. Securities of each such series authenticated by
such Authenticating Agent shall be entitled to the benefits of this Indenture
and shall be valid and obligatory for all purposes as if authenticated by the
Trustee. Whenever reference is made in this Indenture to the authentication
and delivery of Securities of any series by the Trustee or to 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 for such series and a Certificate of Authentication executed on behalf
of the Trustee by such Authenticating Agent. Such Authenticating Agent 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 the District of Columbia,
authorized under such laws to exercise corporate trust powers, having a
combined capital and surplus of at least $25,000,000 (determined as provided
in Section 6.9 with respect to the Trustee) and subject to supervision or
examination by federal or state authority.

Any corporation into which any Authenticating Agent may be
merged or converted, or with which it may be consolidated, or any corporation
resulting from any merger, conversion or consolidation to which any
Authenticating Agent shall be a party, or any corporation succeeding to the
corporate agency business (including the authenticating agency contemplated
by this Indenture) of any Authenticating Agent, shall continue to be the
Authenticating Agent with respect to all series of Securities for which it
served as Authenticating Agent without the execution or filing of any paper
or any further act on the part of the Trustee or such Authenticating Agent.
Any Authenticating Agent may at any time, and if it shall cease to be
eligible shall, resign by giving written notice of resignation to the Trustee
and to the Issuer. 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 Issuer.

Upon receiving such a notice of resignation or upon such a
termination, or in case at any time any Authenticating Agent shall cease to
be eligible in accordance with the provisions of this Section 6.14 with
respect to one or more series of Securities, the Trustee may appoint a
successor Authenticating Agent which shall be acceptable to the Issuer and
the Issuer shall provide notice of such appointment to all Holders of
Securities of such series in the manner and to the extent provided in Section
11.4. Any successor Authenticating Agent upon acceptance of its appointment
hereunder shall become vested with all rights, powers, duties and
responsibilities of its predecessor hereunder, with like effect as if
originally named as Authenticating Agent. The Issuer agrees to pay to the
Authenticating Agent for such series from time to time reasonable
compensation. The Authenticating Agent for the Securities of any series
shall have no responsibility or liability for any action taken by it as such
at the direction of the Trustee.

Sections 6.2, 6.3, 6.4 and 7.3 shall be applicable to any
Authenticating Agent.

ARTICLE SEVEN
CONCERNING THE SECURITYHOLDERS

SECTION 7.1 Evidence of Action Taken by Securityholders.
Any request, demand, authorization, direction, notice, consent, waiver or
other action provided by this Indenture to be given or taken by a specified
percentage in principal amount of the Securityholders of any or all series
may be embodied in and evidenced by one or more instruments of substantially
similar tenor signed by such specified percentage of Securityholders in
person or by agent duly appointed in writing; and, except as herein otherwise
expressly provided, such action shall become effective when such instrument
or instruments are delivered to the Trustee. Proof of execution of any
instrument or of a writing appointing any such agent shall be sufficient for
any purpose of this Indenture and (subject to Sections 6.1 and 6.2)
conclusive in favor of the Trustee and the Issuer, if made in the manner
provided in this Article Seven.

SECTION 7.2 Proof of Execution of Instruments and of
Holding of Securities. Subject to Sections 6.1 and 6.2, the execution of any
instrument by a Securityholder or his agent or proxy may be proved in the
following manner:

(a) The fact and date of the execution by any Holder of
any instrument may be proved by the certificate of any notary public or other
officer of any jurisdiction authorized to take acknowledgments of deeds or
administer oaths that the person executing such instruments acknowledged to
him the execution thereof, or by an affidavit of a witness to such execution
sworn to before any such notary or other such officer. Where such execution
is by or on behalf of any legal entity other than an individual, such
certificate or affidavit shall also constitute sufficient proof of the
authority of the person executing the same.

(b) The ownership of Securities shall be proved by the
Security register or by a certificate of the Security registrar.

SECTION 7.3 Holders to be Treated as Owners. The Issuer,
the Trustee and any agent of the Issuer or the Trustee may deem and treat the

Person in whose name any Security shall be registered upon the Security
register for such series as the absolute owner of such Security (whether or
not such Security shall be overdue and notwithstanding any notation of
ownership or other writing thereon) for the purpose of receiving payment of
or on account of the principal of and, subject to the provisions of this
Indenture, interest, if any, on such Security and for all other purposes; and
neither the Issuer nor the Trustee nor any agent of the Issuer or the Trustee
shall be affected by any notice to the contrary.

SECTION 7.4 Securities Owned by Issuer Deemed Not
Outstanding. In determining whether the Holders of the requisite aggregate
principal amount of Outstanding Securities of any or all series have
concurred in any direction, consent or waiver under this Indenture,
Securities which are owned by the Issuer or by any other obligor on the
Securities with respect to which such determination is being made or by any
Affiliate of the Issuer or any other obligor on the Securities with respect
to which such determination is being made, shall be disregarded and deemed
not to be Outstanding for the purpose of any such determination, except that
for the purpose of determining whether the Trustee shall be protected in
relying on any such direction, consent or waiver only Securities which a
Responsible Officer of the Trustee knows are so owned shall be so
disregarded. Securities so owned which have been pledged in good faith may
be regarded as Outstanding if the pledgee establishes to the satisfaction of
the Trustee the pledgee's right so to act with respect to such Securities and
that the pledgee is not the Issuer or any other obligor upon the Securities
or any Affiliate of the Issuer or any other obligor on the Securities. In
case of a dispute as to such right, the advice of counsel shall be full
protection in respect of any decision made by the Trustee in accordance with
such advice. Upon request of the Trustee, the Issuer shall furnish to the
Trustee promptly an Officers' Certificate listing and identifying all
Securities, if any, known by the Issuer to be owned or held by or for the
account of any of the above-described Persons; and, subject to Sections 6.1
and 6.2, the Trustee shall be entitled to accept such Officers' Certificate
as conclusive evidence of the facts therein set forth and of the fact that
all Securities not listed therein are Outstanding for the purpose of any such
determination.

SECTION 7.5 Right of Revocation of Action Taken. At any
time prior to (but not after) the evidencing to the Trustee, as provided in
Section 7.1, of the taking of any action by the Holders of the percentage in
aggregate principal amount of the Securities of any or all series, as the
case may be, specified in this Indenture in connection with such action, any
Holder of a Security the serial number of which is shown by the evidence to
be included among the serial numbers of the Securities the Holders of which
have consented to such action may, by filing written notice at the Corporate
Trust Office and upon proof of holding as provided in this Article Seven,
revoke such action so far as concerns such Security provided that such
revocation shall not become effective until three Business Days after such
filing. Except as aforesaid, any such action taken by the Holder of any
Security shall be conclusive and binding upon such Holder and upon all future
Holders and owners of such Security and of any Securities issued in exchange
or substitution therefor or on registration of transfer thereof, irrespective
of whether or not any notation in regard thereto is made upon any such
Security. Any action taken by the Holders of the percentage in aggregate
principal amount of the Securities of any or all series, as the case may be,
specified in this Indenture in connection with such action shall be

conclusively binding upon the Issuer, the Trustee and the Holders of all the
Securities affected by such action.

SECTION 7.6 Record Date for Consents and Waivers. The
Issuer may, but shall not be obligated to, establish a record date for the
purpose of determining the Persons entitled to (i) waive any past default
with respect to the Securities of such series in accordance with Section 5.7
of the Indenture, (ii) consent to any supplemental indenture in accordance
with Section 8.2 of the Indenture or (iii) waive compliance with any term,
condition or provision of any covenant hereunder. If a record date is fixed,
the Holders on such record date, or their duly designated proxies, and any
such Persons, shall be entitled to waive any such past default, consent to
any such supplemental indenture or waive compliance with any such term,
condition or provision, whether or not such Holder remains a Holder after
such record date; provided, however, that unless such waiver or consent is
obtained from the Holders, or duly designated proxies, of the requisite
principal amount of Outstanding Securities of such series prior to the date
which is the 120th day after such record date, any such waiver or consent
previously given shall automatically and without further action by any Holder
be cancelled and of no further effect.

ARTICLE EIGHT
SUPPLEMENTAL INDENTURES

SECTION 8.1 Supplemental Indentures Without Consent of
Securityholders. The Issuer, when authorized by a Board Resolution (which
resolution may provide general terms or parameters for such action and may
provide that the specific terms of such action may be determined in
accordance with or pursuant to an Issuer Order), and the Trustee may from
time to time and at any time enter into an indenture or indentures
supplemental hereto (which shall conform to the provisions of the Trust
Indenture Act of 1939 as in force at the date of the execution thereof) for
one or more of the following purposes:

(a) to convey, transfer, assign, mortgage or pledge to the
Trustee as security for the Securities of one or more series any property or
assets;

(b) to evidence the succession of another Person to the
Issuer, or successive successions, and the assumption by the successor Person
of the covenants, agreements and obligations of the Issuer pursuant to
Article Nine;

(c) to add to the covenants of the Issuer such further
covenants, restrictions, conditions or provisions as the Issuer and the
Trustee shall consider to be for the protection of the Holders of all or any
series of Securities (and if such covenants, restrictions, conditions or
provisions are to be for the protection of less than all series of
Securities, stating that the same are expressly being included solely for the
protection of such series) and to make the occurrence, or the occurrence and
continuance, of a default in any such additional covenants, restrictions,
conditions or provisions an Event of Default permitting the enforcement of
all or any of the several remedies provided in this Indenture as herein set
forth; provided, however, that in respect of any such additional covenant,
restriction, condition or provision such supplemental indenture may provide
for a particular period of grace after default (which period may be shorter

or longer than that allowed in the case of other defaults) or may provide for
an immediate enforcement upon such an Event of Default or may limit the
remedies available to the Trustee upon such an Event of Default or may limit
the right of the Holders of a majority in aggregate principal amount of the
Securities of such series to waive such an Event of Default;

(d) to cure any ambiguity or to correct or supplement any
provision contained herein or in any supplemental indenture which may be
defective or inconsistent with any other provision contained herein or in any
supplemental indenture, or to make any other provisions as the Issuer may
deem necessary or desirable, provided, however, that no such action shall
materially adversely affect the interests of the Holders of the Securities;

(e) to establish the form or terms of Securities of any
series as permitted by Sections 2.1 and 2.3;

(f) to provide for the issuance of Securities of any
series in coupon form (including Securities registrable as to principal only)
and to provide for exchangeability of such Securities for the Securities
issued hereunder in fully registered form and to make all appropriate changes
for such purpose;

(g) to modify, eliminate or add to the provisions of this
Indenture to such extent as shall be necessary to effect the qualification of
this Indenture under the Trust Indenture Act of 1939, or under any similar
federal statute hereafter enacted, and to add to this Indenture such other
provisions as may be expressly permitted by the Trust Indenture Act of 1939,
excluding, however, the provisions referred to in Section 316(a)(2) of the
Trust Indenture Act of 1939 as in effect at the date as of which this
instrument was executed or any corresponding provision provided for in any
similar federal statute hereafter enacted; and

(h) to evidence and provide for the acceptance of
appointment hereunder of a Trustee other than _______________________ as
Trustee for a series of Securities and to add to or change any of the
provisions of this Indenture as shall be necessary to provide for or
facilitate the administration of the trusts hereunder by more than one
Trustee, pursuant to the requirements of Section 6.9 hereof;

(i) subject to Section 8.2 hereof, to add to or modify the
provisions hereof as may be necessary or desirable to provide for the
denomination of Securities in foreign currencies which shall not adversely
affect the interests of the Holders of the Securities in any material
respect;

(j) to modify the covenants or Events of Default of the
Issuer solely in respect of, or add new covenants or Events of Default of the
Issuer that apply solely to, Securities not Outstanding on the date of such
supplemental indenture; and

(k) to evidence and provide for the acceptance of
appointment hereunder by a successor trustee with respect to the Securities
of one or more series and to add to or change any of the provisions of this
Indenture as shall be necessary to provide for or facilitate the
administration of the trusts hereunder by more than one trustee, pursuant to
the requirements of Section 6.11.

The Trustee is hereby authorized to join with the Issuer in
the execution of any such supplemental indenture, to make any further
appropriate agreements and stipulations which may be therein contained and to
accept the conveyance, transfer, assignment, mortgage or pledge of any
property thereunder, but the Trustee shall not be obligated to enter into any
such supplemental indenture which affects the Trustee's own rights, duties or
immunities under this Indenture or otherwise.

Any supplemental indenture authorized by the provisions of
this Section may be executed without the consent of the Holders of any of the
Securities then Outstanding, notwithstanding any of the provisions of Section
8.2.

SECTION 8.2 Supplemental Indentures with Consent of
Securityholders. With the consent (evidenced as provided in Article Seven)
of the Holders of not less than a majority in aggregate principal amount of
the Securities then Outstanding of any series affected by such supplemental
indenture, the Issuer, when authorized by a Board Resolution (which
resolution may provide general terms or parameters for such action and may
provide that the specific terms of such action may be determined in
accordance with or pursuant to an Issuer Order), and the Trustee may, from
time to time and at any time, enter into an indenture or indentures
supplemental hereto (which shall conform to the provisions of the Trust
Indenture Act of 1939 as in force at the date of execution thereof) for the
purpose of adding any provisions to or changing in any manner or eliminating
any of the provisions of this Indenture or of any supplemental indenture or
of modifying in any manner the rights of the Holders of the Securities of
such series; provided, that no such supplemental indenture shall (a) extend
the stated final maturity of the principal of any Security, or reduce the
principal amount thereof, or reduce the rate or extend the time of payment of
interest, if any, thereon (or, in the case of an Original Issue Discount
Security, reduce the rate of accretion of original issue discount thereon),
or reduce or alter the method of computation of any amount payable on
redemption, repayment or purchase by the Issuer thereof (or the time at which
any such redemption, repayment or purchase may be made), or make the
principal thereof (including any amount in respect of original issue
discount), or interest, if any, thereon payable in any coin or currency other
than that provided in the Securities or in accordance with the terms of the
Securities, or reduce the amount of the principal of an Original Issue
Discount Security that would be due and payable upon an acceleration of the
maturity thereof or the amount thereof provable in bankruptcy in each case
pursuant to Article Five, or impair or affect the right of any Securityholder
to institute suit for the payment thereof or, if the Securities provide
therefor, any right of repayment or purchase at the option of the
Securityholder, in each case without the consent of the Holder of each
Security so affected, or (b) reduce the aforesaid percentage of Securities of
any series, the consent of the Holders of which is required for any such
supplemental indenture, without the consent of the Holders of each Security
so affected. No consent of any Holder of any Security shall be necessary
under this Section 8.2 to permit the Trustee and the Issuer to execute
supplemental indentures pursuant to Sections 8.1 and 9.2.

A supplemental indenture which changes or eliminates any
covenant, Event of Default or other provision of this Indenture which has
expressly been included solely for the benefit of one or more particular
series of Securities, or which modifies the rights of Holders of Securities
of such series, with respect to such covenant or provision, shall be deemed

not to affect the rights under this Indenture of the Holders of Securities of
any other series.

Upon the request of the Issuer, accompanied by a copy of a
resolution of the Board of Directors (which resolution may provide general
terms or parameters for such action and may provide that the specific terms
of such action may be determined in accordance with or pursuant to an Issuer
Order) certified by the secretary or an assistant secretary of the Issuer
authorizing the execution of any such supplemental indenture, and upon the
filing with the Trustee of evidence of the consent of the Holders of the
Securities as aforesaid and other documents, if any, required by Section 7.1,
the Trustee shall join with the Issuer in the execution of such supplemental
indenture unless such supplemental indenture affects the Trustee's own
rights, duties or immunities under this Indenture or otherwise, in which case
the Trustee may at its discretion, but shall not be obligated to, enter into
such supplemental indenture.

It shall not be necessary for the consent of the
Securityholders under this Section 8.2 to approve the particular form of any
proposed supplemental indenture, but it shall be sufficient if such consent
shall approve the substance thereof.

Promptly after the execution by the Issuer and the Trustee
of any supplemental indenture pursuant to the provisions of this Section 8.2,
the Issuer (or the Trustee at the request and expense of the Issuer) shall
give notice thereof to the Holders of then Outstanding Securities of each
series affected thereby, as provided in Section 11.4. Any failure of the
Issuer to give such notice, or any defect therein, shall not, however, in any
way impair or affect the validity of any such supplemental indenture.

SECTION 8.3 Effect of Supplemental Indenture. Upon the
execution of any supplemental indenture pursuant to the provisions hereof,
this Indenture shall be and shall be deemed to be modified and amended in
accordance therewith and the respective rights, limitations of rights,
obligations, duties and immunities under this Indenture of the Trustee, the
Issuer and the Holders of Securities of each series affected thereby shall
thereafter be determined, exercised and enforced hereunder subject in all
respects to such modifications and amendments, and all the terms and
conditions of any such supplemental indenture shall be and shall be deemed to
be part of the terms and conditions of this Indenture for any and all
purposes.

SECTION 8.4 Documents to Be Given to Trustee. The
Trustee, subject to the provisions of Sections 6.1 and 6.2, shall be entitled
to receive an Officers' Certificate and an Opinion of Counsel as conclusive
evidence that any supplemental indenture executed pursuant to this Article
Eight complies with the applicable provisions of this Indenture and that all
conditions precedent to the execution and delivery of such supplemental
indenture have been satisfied.

SECTION 8.5 Notation on Securities in Respect of
Supplemental Indentures. Securities of any series authenticated and
delivered after the execution of any supplemental indenture pursuant to the
provisions of this Article Eight may bear a notation in form approved by the
Trustee for such series as to any matter provided for by such supplemental
indenture or as to any action taken by Securityholders. If the Issuer or the
Trustee shall so determine, new Securities of any series so modified as to

conform, in the opinion of the Trustee and the Issuer, to any modification of
this Indenture contained in any such supplemental indenture may be prepared
and executed by the Issuer, authenticated by the Trustee and delivered in
exchange for the Securities of such series then Outstanding.

ARTICLE NINE
CONSOLIDATION, MERGER, SALE, LEASE, EXCHANGE OR OTHER DISPOSITION

SECTION 9.1 Issuer May Consolidate, etc., on Certain
Terms. Subject to the provisions of Section 9.2, nothing contained in this
Indenture or in any of the Securities shall prevent any consolidation or
merger of the Issuer with or into any other Person or Persons (whether or not
affiliated with the Issuer), or successive consolidations or mergers in which
the Issuer or its successor or successors shall be a party or parties, or
shall prevent any sale, lease, exchange or other disposition of all or
substantially all the property and assets of the Issuer to any other Person
(whether or not affiliated with the Issuer) authorized to acquire and operate
the same; provided, however, and the Issuer hereby covenants and agrees, that
any such consolidation, merger, sale, lease, exchange or other disposition
shall be upon the conditions that (a) immediately after giving effect to such
consolidation, merger, sale, lease, exchange or other disposition of the
Person (whether the Issuer or such other Person) formed by or surviving any
such consolidation or merger, or to which such sale, lease, exchange or other
disposition shall have been made, no Event of Default, and no event which,
after notice or lapse of time or both, would become an Event of Default,
shall have occurred and be continuing; (b) the Person (if other than the
Issuer) formed by or surviving any such consolidation or merger, or to which
such sale, lease, exchange or other disposition shall have been made, shall
be a corporation or partnership organized under the laws of the United States
of America, any state thereof or the District of Columbia; and (c) the due
and punctual payment of the principal of and interest, if any, on all the
Securities, according to their tenor, and the due and punctual performance
and observance of all of the covenants and conditions of this Indenture to be
performed by the Issuer, shall be expressly assumed, by supplemental
indenture satisfactory in form to the Trustee executed and delivered to the
Trustee, by the Person (if other than the Issuer) formed by such
consolidation, or into which the Issuer shall have been merged, or by the
Person which shall have acquired or leased such property.

SECTION 9.2 Successor Corporation to be Substituted. In
case of any such consolidation or merger or any sale, conveyance or lease of
all or substantially all of the property of the Issuer and upon the
assumption by the successor Person, by supplemental indenture executed and
delivered to the Trustee and satisfactory in form to the Trustee, of the due
and punctual payment of the principal of, premium, if any, and interest, if
any, on all of the Securities and the due and punctual performance of all of
the covenants and conditions of this Indenture to be performed by the Issuer,
such successor Person shall succeed to and be substituted for the Issuer,
with the same effect as if it had been named herein as the party of the first
part, and the Issuer (including any intervening successor to the Issuer which
shall have become the obligor hereunder) shall be relieved of any further
obligation under this Indenture and the Securities; provided, however, that
in the case of a sale, lease, exchange or other disposition of the property
and assets of the Issuer (including any such intervening successor), the
Issuer (including any such intervening successor) shall continue to be liable
on its obligations under this Indenture and the Securities to the extent, but

only to the extent, of liability to pay the principal of and interest, if
any, on the Securities at the time, places and rate prescribed in this
Indenture and the Securities. Such successor Person thereupon may cause to
be signed, and may issue either in its own name or in the name of the Issuer,
any or all of the Securities issuable hereunder which theretofore shall not
have been signed by the Issuer and delivered to the Trustee; and, upon the
order of such successor Person instead of the Issuer and subject to all the
terms, conditions and limitations in this Indenture prescribed, the Trustee
shall authenticate and shall deliver any Securities which previously shall
have been signed and delivered by the officers of the Issuer to the Trustee
for authentication, and any Securities which such successor Person thereafter
shall cause to be signed and delivered to the Trustee for that purpose. 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 as though all of such
Securities had been issued at the date of the execution hereof.

In case of any such consolidation or merger or any sale,
lease, exchange or other disposition of all or substantially all of the
property and assets of the Issuer, such changes in phraseology and form (but
not in substance) may be made in the Securities, thereafter to be issued, as
may be appropriate.

SECTION 9.3 Opinion of Counsel to be Given Trustee. The
Trustee, subject to Sections 6.1 and 6.2, shall receive an Officers'
Certificate and Opinion of Counsel as conclusive evidence that any such
consolidation, merger, sale, lease, exchange or other disposition and any
such assumption complies with the provisions of this Article Nine.

ARTICLE TEN
SATISFACTION AND DISCHARGE OF INDENTURE;
COVENANT DEFEASANCE; UNCLAIMED MONEYS

SECTION 10.1 Satisfaction and Discharge of Indenture. (a)
If at any time (i) the Issuer shall have paid or caused to be paid the
principal of, premium, if any, and interest, if any, on all the Securities
Outstanding (other than Securities which have been destroyed, lost or stolen
and which have been replaced or paid as provided in Section 2.9) as and when
the same shall have become due and payable, or (ii) the Issuer shall have
delivered to the Trustee for cancellation all Securities theretofore
authenticated (other than Securities which have been destroyed, lost or
stolen and which have been replaced or paid as provided in Section 2.9); and
if, in any such case, the Issuer shall also pay or cause to be paid all other
sums payable hereunder by the Issuer (including all amounts payable to the
Trustee pursuant to Section 6.6), then this Indenture shall cease to be of
further effect, and the Trustee, on demand of the Issuer accompanied by an
Officers' Certificate and an Opinion of Counsel, each stating that all
conditions precedent relating to the satisfaction and discharge contemplated
by this provision have been complied with, and at the cost and expense of the
Issuer, shall execute proper instruments acknowledging such satisfaction and
discharging this Indenture. The Issuer agrees to reimburse the Trustee for
any costs or expenses thereafter reasonably and properly incurred, and to
compensate the Trustee for any services thereafter reasonably and properly
rendered, by the Trustee in connection with this Indenture or the Securities.

(b) If at any time (i) the Issuer shall have paid or
caused to be paid the principal of, premium, if any, and interest, if any, on
all the Securities of any series Outstanding (other than Securities of such
series which have been destroyed, lost or stolen and which have been replaced
or paid as provided in Section 2.9) as and when the same shall have become
due and payable, or (ii) the Issuer shall have delivered to the Trustee for
cancellation all Securities of any series theretofore authenticated (other
than any Securities of such series which have been destroyed, lost or stolen
and which have been replaced or paid as provided in Section 2.9), or (iii) in
the case of any series of Securities with respect to which the exact amount
described in clause (B) below can be determined at the time of making the
deposit referred to in such clause (B), (A) all the Securities of such series
not theretofore delivered to the Trustee for cancellation shall have become
due and payable, or by their terms are to become due and payable within one
year or are to be called for redemption within one year under arrangements
satisfactory to the Trustee for the giving of notice of redemption, and (B)
the Issuer shall have irrevocably deposited or caused to be deposited with
the Trustee as funds in trust, specifically pledged as security for, and
dedicated solely to, the benefit of the Holders of Securities of such series,
cash in an amount (other than moneys repaid by the Trustee or any paying
agent to the Issuer in accordance with Section 10.4) or non-callable, non-
prepayable bonds, notes, bills or other similar obligations issued or
guaranteed by the United States government or any agency thereof the full and
timely payment of which are backed by the full faith and credit of the United
States ("U.S. Government Obligations"), maturing as to principal and
interest, if any, at such times and in such amounts as will insure the
availability of cash, or a combination thereof, sufficient in the opinion of
a nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee, to pay (1) the
principal of, premium, if any, and interest, if any, on all Securities of
such series on each date that such principal of, premium, if any, or
interest, if any, is due and payable, and (2) any mandatory sinking fund
payments on the dates on which such payments are due and payable in
accordance with the terms of the Indenture and the Securities of such series;
then the Issuer shall be deemed to have paid and discharged the entire
indebtedness on all the Securities of such series on the date of the deposit
referred to in clause (B) above and the provisions of this Indenture with
respect to the Securities of such series shall no longer be in effect
(except, in the case of clause (iii) of this Section 10.1(b), as to (I)
rights of registration of transfer and exchange of Securities of such series,
(II) rights of substitution of mutilated, defaced, destroyed, lost or stolen
Securities of such series, (III) rights of Holders of Securities of such
series to receive payments of principal thereof and premium, if any, and
interest, if any, thereon upon the original stated due dates therefor (but
not upon acceleration), and remaining rights of the Holders of Securities of
such series to receive mandatory sinking fund payments thereon, if any, when
due, (IV) the rights, obligations, duties and immunities of the Trustee
hereunder, (V) the rights of the Holders of Securities of such series as
beneficiaries hereof with respect to the property so deposited with the
Trustee payable to all or any of them and (VI) the obligations of the Issuer
under Section 3.2 with respect to Securities of such series) and the Trustee,
on demand of the Issuer accompanied by an Officers' Certificate and an
Opinion of Counsel, each stating that all conditions precedent contemplated
by this provision have been complied with, and at the cost and expense of the
Issuer, shall execute proper instruments acknowledging the same.

(c) The following provisions shall apply to the Securities
of each series unless specifically otherwise provided in a Board Resolution,
Officers' Certificate or indenture supplemental hereto provided pursuant to
Section 2.3. In addition to discharge of the Indenture pursuant to the next
preceding paragraph, in the case of any series of Securities with respect to
which the exact amount described in subparagraph (A) below can be determined
at the time of making the deposit referred to in such subparagraph (A), the
Issuer shall be deemed to have paid and discharged the entire indebtedness on
all the Securities of such a series on the 91st day after the date of the
deposit referred to in subparagraph (A) below, and the provisions of this
Indenture with respect to the Securities of such series shall no longer be in
effect (except as to (i) rights of registration of transfer and exchange of
Securities of such series, (ii) substitution of mutilated, defaced,
destroyed, lost or stolen Securities of such series, (iii) rights of Holders
of Securities of such series to receive payments of principal thereof,
premium, if any, and interest, if any, thereon upon the original stated due
dates therefor (but not upon acceleration), and remaining rights of the
Holders of Securities of such series to receive mandatory sinking fund
payments, if any, (iv) the rights, obligations, duties and immunities of the
Trustee hereunder, (v) the rights of the Holders of Securities of such series
as beneficiaries hereof with respect to the property so deposited with the
Trustee payable to all or any of them and (vi) the obligations of the Issuer
under Section 3.2 with respect to Securities of such series) and the Trustee,
on demand of the Issuer accompanied by an Officers' Certificate and an
Opinion of Counsel, each stating that all conditions precedent contemplated
by this provision have been complied with, and at the cost and expense of the
Issuer, shall execute proper instruments acknowledging the same, if

(A) with reference to this provision the Issuer has
irrevocably deposited or caused to be irrevocably deposited with the
Trustee as funds in trust, specifically pledged as security for, and
dedicated solely to, the benefit of the Holders of Securities of such
series (1) cash in an amount, or (2) U.S. Government Obligations,
maturing as to principal and interest, if any, at such times and in
such amounts as will insure the availability of cash, or (3) a
combination thereof, sufficient, in the opinion of a nationally
recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee, to pay (I)
the principal of, premium, if any, and interest, if any, on all
Securities of such series on each date that such principal or
interest, if any, is due and payable, and (II) any mandatory sinking
fund payments on the dates on which such payments are due and payable
in accordance with the terms of the Indenture and the Securities of
such series;

(B) such deposit will not result in a breach or violation
of, or constitute a default under, any agreement or instrument to
which the Issuer is a party or by which it is bound; and

(C) the Issuer has delivered to the Trustee an Opinion of
Counsel based on the fact that (1) the Issuer has received from, or
there has been published by, the Internal Revenue Service a ruling or
(2), since the date hereof, there has been a change in the applicable
United States federal income tax law, in either case to the effect
that, and such opinion shall confirm that, the Holders of the
Securities of such series will not recognize income, gain or loss for
Federal income tax purposes as a result of such deposit, defeasance

and discharge and will be subject to Federal income tax on the same
amount and in the same manner and at the same times, as would have
been the case if such deposit, defeasance and discharge had not
occurred.

SECTION 10.2 Application by Trustee of Funds Deposited for
Payment of Securities. Subject to Section 10.4, all moneys and U.S.
Government Obligations deposited with the Trustee pursuant to Section 10.1
shall be held in trust, and such moneys and all moneys from such U.S.
Government Obligations shall be applied by it to the payment, either directly
or through any paying agent (including the Issuer acting as its own paying
agent), to the Holders of the particular Securities of such series for the
payment or redemption of which such moneys and U.S. Government Obligations
have been deposited with the Trustee, of all sums due and to become due
thereon for principal and interest, if any, but such moneys and U.S.
Government Obligations need not be segregated from other funds except to the
extent required by law.

SECTION 10.3 Repayment of Moneys Held by Paying Agent. In
connection with the satisfaction and discharge of this Indenture with respect
to Securities of any series, all moneys then held by any paying agent under
the provisions of this Indenture with respect to such series of Securities
shall, upon demand of the Issuer, be repaid to it or paid to the Trustee and
thereupon such paying agent shall be released from all further liability with
respect to such moneys.

SECTION 10.4 Return of Moneys Held by Trustee and Paying
Agent Unclaimed for Two Years. Any moneys deposited with or paid to the
Trustee or any paying agent for the payment of the principal of, premium, if
any, or interest, if any, on any Security of any series and not applied but
remaining unclaimed for two years after the date upon which such principal,
premium, if any, or interest, if any, shall have become due and payable,
shall, upon the written request of the Issuer and unless otherwise required
by mandatory provisions of applicable escheat or abandoned or unclaimed
property law, be repaid to the Issuer by the Trustee for such series or such
paying agent and the Holder of the Securities of such series shall, unless
otherwise required by mandatory provisions of applicable escheat or abandoned
or unclaimed property laws, thereafter look only to the Issuer for any
payment which such Holder may be entitled to collect, and all liability of
the Trustee or any paying agent with respect to such moneys shall thereupon
cease.

SECTION 10.5 Indemnity for U.S. Government Obligations.
The Issuer shall pay and indemnify the Trustee against any tax, fee or other
charge imposed on or assessed against the U.S. Government Obligations
deposited pursuant to Section 10.1 or the principal or interest received in
respect of such obligations.

ARTICLE ELEVEN
MISCELLANEOUS PROVISIONS

SECTION 11.1 Partners, Incorporators, Stockholders,
Officers and Directors of Issuer Exempt from Individual Liability. No
recourse under or upon any obligation, covenant or agreement contained in
this Indenture, or in any Security, or because of any indebtedness evidenced
thereby, shall be had against any incorporator, as such or against any past,

present or future stockholder, officer or director, as such, of the Issuer,
or any partner of the Issuer or of any successor, either directly or through
the Issuer or any successor, under any rule of law, statute or constitutional
provision or by the enforcement of any assessment or by any legal or
equitable proceeding or otherwise, all such liability being expressly waived
and released by the acceptance of the Securities by the Holders thereof and
as part of the consideration for the issue of the Securities.

SECTION 11.2 Provisions of Indenture for the Sole Benefit
of Parties and Holders of Securities. Nothing in this Indenture or in the
Securities, expressed or implied, shall give or be construed to give to any
Person, other than the parties hereto and their successors and the Holders of
the Senior Indebtedness and the Holders of the Securities, any legal or
equitable right, remedy or claim under this Indenture or under any covenant
or provision herein contained, all such covenants and provisions being for
the sole benefit of the parties hereto and their successors and of the
Holders of the Securities.

SECTION 11.3 Successors and Assigns of Issuer Bound by
Indenture. All the covenants, stipulations, promises and agreements in this
Indenture contained by or on behalf of the Issuer shall bind its successors
and assigns, whether so expressed or not.

SECTION 11.4 Notices and Demands on Issuer, Trustee and
Holders of Securities. Any notice or demand which by any provision of this
Indenture is required or permitted to be given or served by the Trustee or by
the Holders of Securities to or on the Issuer, or as required pursuant to the
Trust Indenture Act of 1939, may be given or served by being deposited
postage prepaid, first-class mail (except as otherwise specifically provided
herein) addressed (until another address of the Issuer is filed by the Issuer
with the Trustee) to Hovnanian Enterprises, Inc., ▇▇ ▇▇▇▇▇▇▇ ▇▇, ▇.▇. ▇▇▇
▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇. Any notice, direction, request or demand by
the Issuer or any Holder of Securities to or upon the Trustee shall be deemed
to have been sufficiently given or served by being deposited postage prepaid,
first-class mail (except as otherwise specifically provided herein) addressed
(until another address of the Trustee is filed by the Trustee with the
Issuer) to __________________________________, [address], [attention:
Corporate Trust Administration (Hovnanian Enterprises, Inc. [specify series
of Securities])].

Where this Indenture provides for notice to Holders of
Securities, such notice shall be sufficiently given (unless otherwise herein
expressly provided) if in writing and mailed, first-class postage prepaid, to
each Holder entitled thereto, at his last address as it appears in the
Security register. Where this Indenture provides for notice in any manner,
such notice may be waived in writing by the Person entitled to receive such
notice, either before or after the event, and such waiver shall be the
equivalent of such notice. Waivers of notice by Holders shall be filed with
the Trustee, but such filing shall not be a condition precedent to the
validity of any action taken in reliance upon such waiver.

In case, by reason of the suspension of or irregularities
in regular mail service, it shall be impracticable to mail notice to the
Issuer when such notice is required to be given pursuant to any provision of
this Indenture, then any manner of giving such notice as shall be reasonably
satisfactory to the Trustee shall be deemed to be sufficient notice.

SECTION 11.5 Officers' Certificates and Opinions of
Counsel; Statements to Be Contained Therein. Upon any application or demand
by the Issuer to the Trustee to take any action under any of the provisions
of this Indenture, or as required pursuant to the Trust Indenture Act of
1939, the Issuer shall furnish to the Trustee an Officers' Certificate
stating that all conditions precedent 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
have been complied with, except that in the case of any such application or
demand as to which the furnishing of such documents is specifically required
by any provision of this Indenture relating to such particular application or
demand, no additional certificate or opinion need be furnished.

Each certificate or opinion provided for in this Indenture
(other than a certificate provided pursuant to Section 4.3(d)) and delivered
to the Trustee with respect to compliance with a condition or covenant
provided for in this Indenture shall include (a) a statement that the person
making such certificate or opinion has read such covenant or condition, (b) a
brief statement as to the nature and scope of the examination or
investigation upon which the statements or opinions contained in such
certificate or opinion are based, (c) a statement that, in the opinion of
such person, he has made such examination or investigation as is necessary to
enable him to express an opinion as to whether or not such covenant or
condition has been complied with, and (d) a statement as to whether or not,
in the opinion of such person, such condition or covenant has been complied
with.

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

Any certificate, statement or opinion of an officer of the
Issuer or of counsel may be based, insofar as it relates to accounting
matters, upon a certificate or opinion of or representations by an accountant
or firm of accountants in the employ of the Issuer, unless such officer or
counsel, as the case may be, knows that the certificate or opinion or
representations with respect to the accounting matters upon which his
certificate, statement or opinion may be based as aforesaid are erroneous, or
in the exercise of reasonable care should know that the same are erroneous.

Any certificate or opinion of any independent firm of
public accountants filed with and directed to the Trustee shall contain a
statement that such firm is independent.

SECTION 11.6 Payments Due on Saturdays, Sundays and
Holidays. If the date of maturity of principal of or interest, if any, on
the Securities of any series or the date fixed for redemption, purchase or
repayment of any such Security shall not be a Business Day, then payment of
interest, if any, premium, if any, or principal need not be made on such
date, but may be made on the next succeeding Business Day with the same force
and effect as if made on the date of maturity or the date fixed for
redemption, purchase or repayment, and, in the case of payment, no interest
shall accrue for the period after such date.

SECTION 11.7 Conflict of Any Provision of Indenture with
Trust Indenture Act of 1939. If and to the extent that any provision of this
Indenture limits, qualifies or conflicts with another provision included in
this Indenture which is required to be included herein by any of Sections 310
to 317, inclusive, or is deemed applicable to this Indenture by virtue of the
provisions, of the Trust Indenture Act of 1939, such required provision shall
control.

SECTION 11.8 GOVERNING LAW. THIS INDENTURE AND EACH
SECURITY SHALL BE DEEMED TO BE A CONTRACT UNDER THE LAWS OF THE STATE OF NEW
YORK AND FOR ALL PURPOSES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF SUCH STATE, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF
LAWS.

SECTION 11.9 Counterparts. This Indenture may be executed
in any number of counterparts, each of which shall be an original; but such
counterparts shall together constitute but one and the same instrument.

SECTION 11.10 Effect of Headings. The Article and Section
headings herein and the Table of Contents are for convenience only and shall
not affect the construction hereof.

ARTICLE TWELVE
REDEMPTION OF SECURITIES AND SINKING FUNDS

SECTION 12.1 Applicability of Article. The provisions of
this Article shall be applicable to the Securities of any series which are
redeemable before their maturity or to any sinking fund for the retirement of
Securities of a series except as otherwise specified, as contemplated by
Section 2.3 for Securities of such series.

SECTION 12.2 Notice of Redemption; Partial Redemptions.
Notice of redemption to the Holders of Securities of any series to be
redeemed as a whole or in part at the option of the Issuer shall be given by
mailing notice of such redemption by first class mail, postage prepaid, at
least 30 days and not more than 60 days prior to the date fixed for
redemption to such Holders of Securities of such series at their last
addresses as they shall appear in the Security register. Any notice which is
mailed in the manner herein provided shall be conclusively presumed to have
been duly given, whether or not the Holder receives the notice. Failure to
give notice by mail, or any defect in the notice to the Holder of any
Security of a series designated for redemption as a whole or in part shall
not affect the validity of the proceedings for the redemption of any other
Security of such series.

The notice of redemption to each such Holder shall specify
(i) the principal amount of each Security of such series held by such Holder
to be redeemed, (ii) the date fixed for redemption, (iii) the redemption
price, (iv) the place or places of payment, (v) the CUSIP number relating to
such Securities, (vi) that payment will be made upon presentation and
surrender of such Securities, (vii) whether such redemption is pursuant to
the mandatory or optional sinking fund, or both, if such be the case, (viii)
whether interest, if any, (or, in the case of Original Issue Discount
Securities, original issue discount) accrued to the date fixed for redemption
will be paid as specified in such notice and (ix) whether on and after said
date interest, if any, (or, in the case of Original Issue Discount
Securities, original issue discount) thereon or on the portions thereof to be
redeemed will cease to accrue. In case any Security of a series is to be
redeemed in part only, the notice of redemption shall state the portion of
the principal amount thereof to be redeemed and shall state that on and after
the date fixed for redemption, upon surrender of such Security, a new
Security or Securities of such series in principal amount equal to the
unredeemed portion thereof will be issued.

The notice of redemption of Securities of any series to be
redeemed at the option of the Issuer shall be given by the Issuer or, at the
Issuer's request, by the Trustee in the name and at the expense of the
Issuer.

On or before the redemption date specified in the notice of
redemption given as provided in this Section 12.2, the Issuer will deposit
with the Trustee or with one or more paying agents (or, if the Issuer is
acting as its own paying agent, set aside, segregate and hold in trust as
provided in Section 3.5) an amount of money sufficient to redeem on the
redemption date all the Securities of such series so called for redemption at
the appropriate redemption price, together with accrued interest, if any, to
the date fixed for redemption. The Issuer will deliver to the Trustee at
least 45 days prior to the date fixed for redemption (unless a shorter notice
period shall be satisfactory to the Trustee) an Officers' Certificate stating
the aggregate principal amount of Securities to be redeemed. In case of a
redemption at the election of the Issuer prior to the expiration of any
restriction on such redemption, the Issuer shall deliver to the Trustee,
prior to the giving of any notice of redemption to Holders pursuant to this
Section, an Officers' Certificate stating that such restriction has been
complied with.

If less than all the Securities of a series are to be
redeemed, the Trustee, within 10 Business Days after the Issuer gives written
notice to the Trustee that such redemption is to occur, shall select, in such
manner as it shall deem appropriate and fair, Securities of such series to be
redeemed. Notice of the redemption shall be given only after such selection
has been made. Securities may be redeemed in part in multiples equal to the
minimum authorized denomination for Securities of such series or any multiple
thereof. The Trustee shall promptly notify the Issuer in writing of the
Securities of such series selected for redemption and, in the case of any
Securities of such series 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 of any series 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 which has been or is to be redeemed.

SECTION 12.3 Payment of Securities Called for Redemption.
If notice of redemption has been given as provided by this Article Twelve,
the Securities or portions of Securities specified in such notice 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 interest, if any,
accrued to the date fixed for redemption, and on and after said date (unless
the Issuer shall default in the payment of such Securities at the redemption
price, together with interest, if any, accrued to said date) interest, if any
(or, in the case of Original Issue Discount Securities, original issue
discount) on the Securities or portions of Securities so called for
redemption shall cease to accrue, and such Securities shall cease from and
after the date fixed for redemption (unless an earlier date shall be
specified in a Board Resolution, Officers' Certificate or executed
supplemental indenture referred to in Sections 2.1 and 2.3 by or pursuant to
which the form and terms of the Securities of such series were established)
except as provided in Sections 6.5 and 10.4, to be entitled to any benefit or
security under this Indenture, and the Holders thereof shall have no right in
respect of such Securities except the right to receive the redemption price
thereof and unpaid interest, if any, to the date fixed for redemption. On
presentation and surrender of such Securities at a place of payment specified
in said notice, said Securities or the specified portions thereof shall be
paid and redeemed by the Issuer at the applicable redemption price, together
with interest, if any, accrued thereon to the date fixed for redemption;
provided that payment of interest, if any, becoming due on or prior to the
date fixed for redemption shall be payable to the Holders of Securities
registered as such on the relevant record date subject to the terms and
provisions of Sections 2.3 and 2.7 hereof.

If any Security called for redemption shall not be so paid
upon surrender thereof for redemption, the redemption price shall, until paid
or duly provided for, bear interest from the date fixed for redemption at the
rate of interest or Yield to Maturity (in the case of an Original Issue
Discount Security) borne by such Security.

Upon presentation of any Security redeemed in part only,
the Issuer shall execute and the Trustee shall authenticate and deliver to or
on the order of the Holder thereof, at the expense of the Issuer, a new
Security or Securities of such series, and of like tenor, of authorized
denominations, in principal amount equal to the unredeemed portion of the
Security so presented.

SECTION 12.4 Exclusion of Certain Securities from
Eligibility for Selection for Redemption. Securities shall be excluded from
eligibility for selection for redemption if they are identified by
registration and certificate number in an Officers' Certificate delivered to
the Trustee at least 45 days prior to the last date on which notice of
redemption may be given as being owned of record and beneficially by, and not
pledged or hypothecated by either (a) the Issuer, or (b) a Person
specifically identified in such written statement as an Affiliate of the
Issuer.

SECTION 12.5 Mandatory and Optional Sinking Funds. The
minimum amount of any sinking fund payment provided for by the terms of the
Securities of any series is herein referred to as a "mandatory sinking fund
payment," and any payment in excess of such minimum amount provided for by
the terms of the Securities of any series is herein referred to as an

"optional sinking fund payment." The date on which a sinking fund payment is
to be made is herein referred to as the "sinking fund payment date."

In lieu of making all or any part of any mandatory sinking
fund payment with respect to any series of Securities in cash, the Issuer may
at its option (a) deliver to the Trustee Securities of such series
theretofore purchased or otherwise acquired (except upon redemption pursuant
to the mandatory sinking fund) by the Issuer or receive credit for Securities
of such series (not previously so credited) theretofore purchased or
otherwise acquired (except as aforesaid) by the Issuer and delivered to the
Trustee for cancellation pursuant to Section 2.10, (b) receive credit for
optional sinking fund payments (not previously so, credited) made pursuant to
this Section 12.5, or (c) receive credit for Securities of such series (not
previously so credited) redeemed by the Issuer through any optional
redemption provision contained in the terms of such series. Securities so
delivered or credited shall be received or credited by the Trustee at the
sinking fund redemption price specified in such Securities.

On or before the 60th day next preceding each sinking fund
payment date for any series, the Issuer will deliver to the Trustee an
Officers' Certificate (a) specifying the portion of the mandatory sinking
fund payment to be satisfied by payment of cash and the portion to be
satisfied by credit of Securities of such series and the basis for such
credit, (b) stating that none of the Securities of such series to be so
credited has theretofore been so credited, (c) stating that no defaults in
the payment of interest or Events of Default with respect to such series have
occurred (which have not been waived or cured or otherwise ceased to exist)
and are continuing, and (d) stating whether or not the Issuer intends to
exercise its right to make an optional sinking fund payment with respect to
such series and, if so, specifying the amount of such optional sinking fund
payment which the Issuer intends to pay on or before the next succeeding
sinking fund payment date. Any Securities of such series to be credited and
required to be delivered to the Trustee in order for the Issuer to be
entitled to credit therefor as aforesaid which have not theretofore been
delivered to the Trustee shall be delivered for cancellation pursuant to
Section 2.10 to the Trustee with such Officers' Certificate (or reasonably
promptly thereafter if acceptable to the Trustee). Such Officers'
Certificate shall be irrevocable and upon its receipt by the Trustee the
Issuer shall become unconditionally obligated to make all the cash payments
or payments therein referred to, if any, on or before the next succeeding
sinking fund payment date. Failure of the Issuer, on or before any such 60th
day, to deliver such Officers' Certificate and Securities (subject to the
parenthetical clause in the second preceding sentence) specified in this
paragraph, if any, shall not constitute a default but shall constitute, on
and as of such date, the irrevocable election of the Issuer (i) that the
mandatory sinking fund payment for such series due on the next succeeding
sinking fund payment date shall be paid entirely in cash without the option
to deliver or credit Securities of such series in respect thereof, and (ii)
that the Issuer will make no optional sinking fund payment with respect to
such series as provided in this Section 12.5.

If the sinking fund payment or payments (mandatory or
optional or both) to be made in cash on the next succeeding sinking fund
payment date plus any unused balance of any preceding sinking fund payments
made in cash shall exceed $50,000, or a lesser sum if the Issuer shall so
request with respect to the Securities of any particular series, such cash
shall be applied on the next succeeding sinking fund payment date to the

redemption of Securities of such series at the sinking fund redemption price
together with accrued interest, if any, to the date fixed for redemption. If
such amount shall be $50,000 or less and the Issuer makes no such request,
then it shall be carried over until a sum in excess of $50,000 is available.
The Trustee shall select, in the manner provided in Section 12.2, for
redemption on such sinking fund payment date a sufficient principal amount of
Securities of such series to absorb said cash, as nearly as may be, and shall
(if requested in writing by the Issuer) inform the Issuer of the serial
numbers of the Securities of such series (or portions thereof) so selected.
The Issuer, or the Trustee, in the name and at the expense of the Issuer (if
the Issuer shall so request the Trustee in writing) shall cause notice of
redemption of the Securities of such series to be given in substantially the
manner provided in Section 12.2 (and with the effect provided in Section
12.3) for the redemption of Securities of such series in part at the option
of the Issuer. The amount of any sinking fund payments not so applied or
allocated to the redemption of Securities of such series shall be added to
the next cash sinking fund payment for such series and, together with such
payment, shall be applied in accordance with the provisions of this Section
12.5. Any and all sinking fund moneys held on the stated maturity date of
the Securities of any particular series (or earlier, if such maturity is
accelerated), which are not held for the payment or redemption of particular
Securities of such series shall be applied, together with other moneys, if
necessary, sufficient for the purpose, to the payment of the principal of,
and interest, if any, on, the Securities of such series at maturity.

On or before each sinking fund payment date, the Issuer
shall pay to the Trustee in cash or shall otherwise provide for the payment
of all interest, if any, accrued to the date fixed for redemption on
Securities to be redeemed on such sinking fund payment date.

The Trustee shall not redeem or cause to be redeemed any
Securities of a series with sinking fund moneys or give any notice of
redemption of Securities for such series by operation of the sinking fund
during the continuance of a default in payment of interest on such Securities
or of any Event of Default with respect to such series except that, where the
giving of notice of redemption of any Securities shall theretofore have been
made, the Trustee shall redeem or cause to be redeemed such Securities,
provided that it shall have received from the Issuer a sum sufficient for
such redemption. Except as aforesaid, and subject to Article Thirteen, any
moneys in the sinking fund for such series at the time when any such default
or Event of Default known to a Responsible Officer of the Trustee shall
occur, and any moneys thereafter paid into the sinking fund, shall, during
the continuance of such default or Event of Default, be deemed to have been
collected under Article Five and held for the payment of all such Securities.
In case such Event of Default shall have been waived as provided in Article
Five or the default cured on or before the 60th day preceding the sinking
fund payment date in any year, such moneys shall thereafter be applied on the
next succeeding sinking fund payment date in accordance with this Section to
the redemption of such Securities.

ARTICLE THIRTEEN
SUBORDINATION

SECTION 13.1 Securities Subordinated to Senior
Indebtedness. (a) The Issuer covenants and agrees, and each Holder of
Securities of each series, by his acceptance thereof, likewise covenants and

agrees, that anything in this Indenture or the Securities of any series to
the contrary notwithstanding, the indebtedness evidenced by the Securities of
each series is subordinate and junior in right of payment, to the extent
provided herein, to all Senior Indebtedness, whether outstanding on the date
of execution of this Indenture or thereafter created, incurred or assumed,
and that the subordination is for the benefit of the holders of Senior
Indebtedness.

(b) Subject to Section 13.4, if (i) the Issuer shall
default in the payment of any principal of, premium, if any, or interest, if
any, on any Senior Indebtedness when the same becomes due and payable,
whether at maturity or at a date fixed for prepayment or by declaration of
acceleration or otherwise, or (ii) any other default shall occur with respect
to Senior Indebtedness and the maturity of such Senior Indebtedness has been
accelerated in accordance with its terms, then, upon written notice of such
default to the Issuer and the Trustee by the holders of Senior Indebtedness
or any trustee therefor, unless and until, in either case, the default has
been cured or waived, or has ceased to exist, or any such acceleration has
been rescinded or such Senior Indebtedness has been paid in full, 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, premium,
if any, or interest, if any, on any of the Securities, or in respect of any
redemption, retirement, purchase or other acquisition of any of the
Securities other than those made in capital stock of the Issuer (or cash in
lieu of fractional shares thereof).

(c) If any default (other than a default described in
paragraph (b) of this Section 13.1) shall occur under the Senior
Indebtedness, pursuant to which the maturity thereof may be accelerated
immediately without further notice (except such notice as may be required to
effect such acceleration) or the expiration of any applicable grace periods
occurs (a "Senior Nonmonetary Default"), then, upon the receipt by the Issuer
and the Trustee of written notice thereof (a "Payment Notice") from or on
behalf of holders of such Senior Indebtedness specifying an election to
prohibit such payment and other action by the Issuer in accordance with the
following provisions of this paragraph (c), the Issuer may not make any
payment or take any other action that would be prohibited by paragraph (b) of
this Section 13.1 during the period (the "Payment Blockage Period")
commencing on the date of receipt of such Payment Notice and ending on the
earlier of (i) the date, if any, on which the holders of such Senior
Indebtedness or their representative notify the Trustee that such Senior
Nonmonetary Default is cured or waived or ceases to exist or the Senior
Indebtedness to which such Senior Nonmonetary Default relates is discharged
or (ii) the 179th day after the date of receipt of such Payment Notice.
Notwithstanding the provisions described in the immediately preceding
sentence, the Issuer may resume payments on the Securities following such
Payment Blockage Period. Any number of Payment Notices may be given;
provided, however, that (i) not more than one Payment Notice shall be given
within a period of any 360 consecutive days, and (ii) no default that existed
upon the date of such Payment Notice or the commencement of such Payment
Blockage Period (whether or not such event of default is on the same issue of
Senior Indebtedness) shall be made the basis for the commencement of any
other Payment Blockage Period.

(d) If (i) (A) without the consent of the Issuer, a
receiver, conservator, liquidator or trustee of the Issuer or of any of its
property is appointed by the order or decree of any court or agency or

supervisory authority having jurisdiction, and such decree or order remains
in effect for more than 60 days or (B) the Issuer is adjudicated bankrupt or
insolvent or (C) any of its property is sequestered by court order and such
order remains in effect for more than 60 days or (D) a petition is filed
against the Issuer under any state or federal bankruptcy, reorganization,
arrangement, insolvency, readjustment of debt, dissolution, liquidation or
receivership law of any jurisdiction whether now or hereafter in effect
(including without limitation the Bankruptcy Code), and is not dismissed
within 60 days after such filing; or (ii) the Issuer (A) commences a
voluntary case or other proceeding seeking liquidation, reorganization,
arrangement, insolvency, readjustment of debt, dissolution, liquidation or
other relief with respect to itself or its debt or other liabilities under
any bankruptcy, insolvency or other similar law now or hereafter in effect
(including without limitation the Bankruptcy Code) or seeking the appointment
of a trustee, receiver, liquidator, custodian or other similar official of it
or any substantial part of its property, or (B) consents to any such relief
or to the appointment of or taking possession by any such official in an
involuntary case or other proceeding commenced against it, or (C) fails
generally to, or cannot, pay its debts generally as they become due or (D)
takes any corporate action to authorize or effect any of the foregoing; or
(iii) any Subsidiary of the Issuer takes, suffers or permits to exist any of
the events or conditions referred to in the foregoing clause (i) or (ii),
then all Senior Indebtedness (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 Securities on account thereof. Any
payment or distribution, whether in cash, securities or other property (other
than securities of the Issuer or any other corporation 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
Indebtedness then outstanding and to any securities issued in respect thereof
under any such plan of reorganization or adjustment) which would otherwise
(but for these subordination provisions) be payable or deliverable in respect
of the Securities of any series shall be paid or delivered directly to the
holders of Senior Indebtedness in accordance with the priorities then
existing among such holders until all Senior Indebtedness (including any
interest thereon accruing after the commencement of any such proceedings)
shall have been paid in full. In the event of any such proceeding, after
payment in full of all sums owing with respect to Senior Indebtedness, the
Holders of the Securities, together with the holders of any obligations of
the Issuer ranking on a parity with the Securities, shall be entitled to be
paid from the remaining assets of the Issuer the amounts at the time due and
owing on account of unpaid principal of and interest, if any, 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 Issuer ranking junior
to the Securities and such other obligations.

(e) If, notwithstanding the foregoing, any payment or
distribution of any character, whether in cash, securities or other property
(other than securities of the Issuer or any other corporation provided for by
a plan of reorganization or readjustment the payment of which is subordinate,
at least to the extent provided in the subordination provisions with respect
to the indebtedness evidenced by the Securities, to the payment of all Senior
Indebtedness then 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, such
payment or distribution of securities shall be received in trust for the
benefit of and shall be paid over or delivered and transferred to the holders
of the Senior Indebtedness then outstanding in accordance with the priorities
then existing among such holders for application to the payment of all Senior
Indebtedness remaining unpaid, to the extent necessary to pay all such Senior
Indebtedness 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 such Senior Indebtedness is hereby irrevocably authorized to
endorse or assign the same.

(f) No present or future holder of any Senior Indebtedness
shall be prejudiced in the right to enforce subordination of the indebtedness
evidenced by the Securities by any act or failure to act on the part of the
Issuer or any Holder of Securities. Nothing contained herein shall impair,
as between the Issuer and the Holders of Securities of each series, the
obligation of the Issuer to pay to such Holders the principal of and
interest, if any, on such Securities or prevent the Trustee or the Holder
from exercising all rights, powers and remedies otherwise permitted by
applicable law or hereunder upon a default or Event of Default hereunder, all
subject to the rights of the holders of the Senior Indebtedness to remove
cash, securities or other property otherwise payable or deliverable to the
Holders.

(g) Senior Indebtedness shall not be deemed to have been
paid in full unless the holders thereof shall have received cash, securities
or other property equal to the amount of such Senior Indebtedness then
outstanding. Upon the payment in full of all Senior Indebtedness, the
Holders of Securities of each series shall be subrogated to all rights of any
holders of Senior Indebtedness to receive any further payment or
distributions applicable to the Senior Indebtedness until the indebtedness
evidenced by the Securities of such series shall have been paid in full and
such payments or distributions received by such Holders, by reason of such
subrogation, of cash, securities or other property which otherwise would be
paid or distributed to the holders of Senior Indebtedness, shall, as between
the Issuer and its creditors other than the holders of Senior Indebtedness,
on the one hand, and such Holders, on the other hand, be deemed to be a
payment by the Issuer on account of Senior Indebtedness, and not on account
of the Securities of such series.

(h) The provisions of this Section 13.1 shall not impair
any rights, interests, remedies or powers of any secured creditor of the
Issuer in respect of any security interest the creation of which is not
prohibited by the provisions of this Indenture.

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

SECTION 13.2 Reliance on Certificate of Liquidating Agent;
Further Evidence as to Ownership of Senior Indebtedness. Upon any payment or
distribution of assets of the Issuer, the Trustee and the Holders shall be
entitled to rely upon an order or decree issued by any court of competent
jurisdiction in which such dissolution or winding up or liquidation or
reorganization or arrangement proceedings are pending or upon a certificate
of the bankruptcy trustee, receiver, assignee for the benefit of creditors or

other Person making such payment or distribution, delivered to the Trustee or
to the Holders, for the purpose of ascertaining the Persons entitled to
participate in such distribution, the holders of the Senior Indebtedness and
other indebtedness of the Issuer, the amount thereof or payable thereon, the
amount or amounts paid or distributed thereon and all other facts pertinent
thereto or to this Article Thirteen. In the absence of any such bankruptcy
trustee, receiver, assignee or other Person, the Trustee shall be entitled to
rely upon written notice by a Person representing himself to be a holder of
Senior Indebtedness (or a trustee or representative on behalf of such holder)
as evidence that such Person is a holder of Senior Indebtedness (or is such a
trustee or representative). If the Trustee determines, in good faith, that
further evidence is required with respect to the right of any Person as a
holder of Senior Indebtedness to participate in any payment or distributions
pursuant to this Article Thirteen, the Trustee may request such Person to
furnish evidence to the reasonable satisfaction of the Trustee as to the
amount of Senior Indebtedness held by such Person, as to the extent to which
such Person is entitled to participate in such payment or distribution, and
to other facts pertinent to the rights of such Person under this Article
Thirteen, 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 13.3 Payment Permitted If No Default. Nothing
contained in this Article Thirteen or elsewhere in this Indenture, or in any
of the Securities, shall prevent (a) the Issuer at any time, except during
the pendency of any default with respect to Senior Indebtedness described in
Section 13.1(b) or Section 13.1(c) or of any of the events described in
Section 13.1(d), from making payments of the principal of or interest, if
any, on the Securities, or (b) the application by the Trustee or any paying
agent of any moneys deposited with it hereunder to payments of the principal
of or interest, if any, on the Securities, if, at the time of such deposit,
the Trustee or such paying agent, as the case may be, did not have the
written notice provided for in Section 13.5 of any event prohibiting the
making of such deposit, or if, at the time of such deposit (whether or not in
trust) by the Issuer with the Trustee or paying agent (other than the Issuer)
such payment would not have been prohibited by the provisions of this Article
Thirteen, and the Trustee or any paying agent shall not be affected by any
notice to the contrary received by it on or after such date.

SECTION 13.4 Disputes with Holders of Certain Senior
Indebtedness. Any failure by the Issuer to make any payment on or under any
Senior Indebtedness, other than any Senior Indebtedness as to which the
provisions of this Section 13.4 shall have been waived by the Issuer in the
instrument or instruments by which the Issuer incurred, assumed, guaranteed
or otherwise created such Senior Indebtedness, shall not be deemed a default
under Section 13.1 hereof if (i) the Issuer shall be disputing its obligation
to make such payment or perform such obligation, and (ii) either (A) no final
judgment relating to such dispute shall have been issued against the Issuer
which is in full force and effect and is not subject to further review,
including a judgment that has become final by reason of the expiration of the
time within which a party may seek further appeal or review, or (B) if a
judgment that is subject to further review or appeal has been issued, the
Issuer shall in good faith be prosecuting an appeal or other proceeding for
review, and a stay of execution shall have been obtained pending such appeal
or review.

SECTION 13.5 Trustee Not Charged with Knowledge of
Prohibition. Anything in this Article Thirteen or elsewhere in this
Indenture contained to the contrary notwithstanding, the Trustee shall not at
any time be charged with knowledge of the existence of any facts which would
prohibit the making of any payment of moneys to or by the Trustee and shall
be entitled to assume conclusively that no such facts exist and that no event
specified in clauses (b) and (c) of Section 13.1 has happened unless and
until the Trustee shall have received an Officers' Certificate to the effect
or notice in writing to that effect signed by or on behalf of the holder or
holders, or the representatives, of Senior Indebtedness who shall have been
certified by the Issuer or otherwise established to the reasonable
satisfaction of the Trustee to be such holder or holders or representatives
or from any trustee under any indenture pursuant to which such Senior
Indebtedness shall be outstanding; provided, however, that, if the Trustee
shall not have received the Officers' Certificate or notice provided for in
this Section 13.5 at least three Business Days preceding the date upon which
by the terms hereof any moneys become payable for any purpose (including,
without limitation, the payment of either the principal of or interest, if
any, on any Security), then, anything herein contained to the contrary
notwithstanding, the Trustee shall have full power and authority to receive
such moneys and 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 three Business Days preceding such date. The Issuer shall give
prompt written notice to the Trustee and to each paying agent of any facts
that would prohibit any payment of moneys to or by the Trustee or any paying
agent, and the Trustee shall not be charged with knowledge of the curing of
any default or the elimination of any other fact or condition preventing such
payment or distribution unless and until the Trustee shall have received an
Officers' Certificate to such effect.

SECTION 13.6 Trustee to Effectuate Subordination. Each
Holder of Securities by his acceptance thereof authorizes and directs the
Trustee on his behalf to take such action as may be necessary or appropriate
to effectuate the subordination as between such Holder and holders of Senior
Indebtedness as provided in this Article Thirteen and appoints the Trustee
its attorney-in-fact for any and all such purposes.

SECTION 13.7 Rights of Trustee as Holder of Senior
Indebtedness. The Trustee shall be entitled to all the rights set forth in
this Article Thirteen with respect to any Senior Indebtedness which may at
the time be held by it, to the same extent as any other holder of Senior
Indebtedness and nothing in this Indenture shall deprive the Trustee of any
of its rights as such holder. Nothing in this Article Thirteen shall apply
to claims of, or payments to, the Trustee under or pursuant to Section 6.6.

SECTION 13.8 Article Applicable to Paying Agents. In case
at any time any paying agent other than the Trustee shall have been appointed
by the Issuer and be then acting hereunder, the term "Trustee" as used in
this Article Thirteen shall in such case (unless the context shall otherwise
require) be construed as extending to and including such paying agent within
its meaning as fully for all intents and purposes as if the paying agent were
named in this Article Thirteen in addition to or in place of the Trustee;
provided, however, that Sections 13.5 and 13.7 shall not apply to the Issuer
if it acts as paying agent.

SECTION 13.9 Subordination Rights Not Impaired by Acts or
Omissions of the Issuer or Holders of Senior Indebtedness. No right of any

present or future holders of any Senior Indebtedness 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 Issuer or by any act or failure
to act, in good faith, by any such holder, or by any noncompliance by the
Issuer with the terms, provisions and covenants of this Indenture, regardless
of any knowledge thereof which any such holder may have or be otherwise
charged with. The holders of Senior Indebtedness, may at any time or from
time to time and in their absolute direction, change the manner, place or
terms of payment, change or extend the time of payment of, or renew or alter,
any such Senior Indebtedness, or amend or supplement any instrument pursuant
to which any such Senior Indebtedness is issued or by which it may be
secured, or release any security therefor, or exercise or refrain from
exercising any other of their rights under such Senior Indebtedness,
including, without limitation, the waiver of default thereunder, all without
notice to or assent from the Holders of the Securities or the Trustee and
without affecting the obligations of the Issuer, the Trustee or the Holders
of Securities under this Article Thirteen.

SECTION 13.10 Trustee Not Fiduciary for Holders of Senior
Indebtedness. The Trustee shall not be deemed to owe any fiduciary duty to
the holders of the Senior Indebtedness, and shall not be liable to any such
holders if it shall mistakenly pay over or distribute money or assets to
Securityholders or the Issuer. With respect to the holders of Senior
Indebtedness, the Trustee undertakes to perform or to observe only such of
its covenants or obligations as are specifically set forth in this Article
Thirteen and no implied covenants or obligations with respect to holders of
Senior Indebtedness shall be read into this Indenture against the Trustee.

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

HOVNANIAN ENTERPRISES, INC.

By:______________________________
Title:___________________________

____________________, as Trustee

By:_______________________________
Title:____________________________

____________________
[FN]
This Cross Reference Sheet is not part of the Indenture.

ARTICLE ONE DEFINITIONS Affiliate . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 Authenticating Agent . . . . . . . . . . . . . . . . . . . . . . 9 Board of Directors . . . . . . . . . . . . . . . . . . . . . . . 9 Board Resolution . . . . ....

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