INDENTURE

Indenture Agreement

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KRAMONT REALTY TRUST

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Title: INDENTURE
Governing Law: Maryland Date: 4/8/2004
Industry: Real Estate Operations Sector: Services

INDENTURE, Parties: kramont realty trust

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Exhibit 4.2

FORM OF INDENTURE TO BE ENTERED INTO BETWEEN THE COMPANY AND A

TRUSTEE TO BE NAMED

KRAMONT REALTY TRUST

_________________

INDENTURE

Dated as of ____________ 200_

_________________

[Name of Trustee]

Trustee

_________________

Subordinated Debt Securities

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TABLE OF CONTENTS

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ARTICLE I. DEFINITIONS AND INCORPORATION BY REFERENCE.......................................................... 1

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

Section 1.2. Other Definitions................................................................... 6

Section 1.3. Incorporation by Reference of Trust Indenture Act................................... 6

Section 1.4. Rules of Construction............................................................... 7

ARTICLE II. SECURITIES......................................................................................... 7

Section 2.1. Amount Unlimited; Issuable in Series................................................ 7

Section 2.2. Establishment of Terms of Series of Securities...................................... 7

Section 2.3. Authentication and Delivery of Securities........................................... 9

Section 2.4. Execution of Securities; Trustee's Certificate of Authentication; Form of

Securities.......................................................................... 11

Section 2.5. Registrar and Paying Agent.......................................................... 11

Section 2.6. Paying Agent to Hold Money in Trust................................................. 12

Section 2.7. Securityholder Lists................................................................ 12

Section 2.8. Transfer and Exchange............................................................... 13

Section 2.9. Mutilated, Destroyed, Lost and Stolen Securities.................................... 13

Section 2.10. Outstanding Securities.............................................................. 14

Section 2.11. Treasury Securities................................................................. 14

Section 2.12. Temporary Securities................................................................ 15

Section 2.13. Cancellation........................................................................ 15

Section 2.14. Defaulted Interest.................................................................. 15

Section 2.15. Global Securities................................................................... 15

Section 2.16. CUSIP Numbers....................................................................... 16

ARTICLE III. REDEMPTION........................................................................................ 17

Section 3.1. Notice to Trustee................................................................... 17

Section 3.2. Selection of Securities to be Redeemed.............................................. 17

Section 3.3. Notice of Redemption................................................................ 17

Section 3.4. Effect of Notice of Redemption...................................................... 18

Section 3.5. Deposit of Redemption Price......................................................... 18

Section 3.6. Securities Redeemed in Part......................................................... 18

ARTICLE IV. COVENANTS.......................................................................................... 18

Section 4.1. Payment of Principal and Interest................................................... 18

Section 4.2. SEC Reports......................................................................... 18

Section 4.3. Compliance Certificate.............................................................. 19

Section 4.4. Stay, Extension and Usury Laws...................................................... 19

Section 4.5. Corporate Existence................................................................. 19

Section 4.6. Taxes............................................................................... 19

ARTICLE V. SUCCESSORS.......................................................................................... 20

Section 5.1. When Company May Merge, Etc. ....................................................... 20

Section 5.2. Successor Corporation Substituted................................................... 20

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ARTICLE VI. DEFAULTS AND REMEDIES.............................................................................. 20

Section 6.1. Events of Default................................................................... 20

Section 6.2. Acceleration of Maturity; Rescission and Annulment.................................. 22

Section 6.3. Collection of Indebtedness and Suits for Enforcement by Trustee..................... 23

Section 6.4. Trustee May File Proofs of Claim.................................................... 23

Section 6.5. Trustee May Enforce Claims Without Possession of Securities......................... 24

Section 6.6. Application of Money Collected...................................................... 24

Section 6.7. Limitation on Suits................................................................. 25

Section 6.8. Unconditional Right of Holders to Receive Principal and Interest.................... 25

Section 6.9. Restoration of Rights and Remedies.................................................. 26

Section 6.10. Rights and Remedies Cumulative...................................................... 26

Section 6.11. Delay or Omission Not Waiver........................................................ 26

Section 6.12. Control by Holders.................................................................. 26

Section 6.13. Waiver of Past Defaults............................................................. 27

Section 6.14. Undertaking for Costs............................................................... 27

ARTICLE VII. TRUSTEE........................................................................................... 27

Section 7.1. Duties of Trustee................................................................... 27

Section 7.2. Rights of Trustee................................................................... 28

Section 7.3. Individual Rights of Trustee........................................................ 29

Section 7.4. Trustee's Disclaimer................................................................ 29

Section 7.5. Notice of Defaults.................................................................. 29

Section 7.6. Reports by Trustee to Holders....................................................... 30

Section 7.7. Compensation and Indemnity.......................................................... 30

Section 7.8. Replacement of Trustee.............................................................. 31

Section 7.9. Successor Trustee by Merger, Etc. .................................................. 32

Section 7.10. Eligibility; Disqualification....................................................... 32

Section 7.11. Preferential Collection of Claims Against Company................................... 32

ARTICLE VIII. SATISFACTION AND DISCHARGE; DEFEASANCE........................................................... 32

Section 8.1. Satisfaction and Discharge of Indenture............................................. 32

Section 8.2. Application of Trust Funds; Indemnification......................................... 33

Section 8.3. Legal Defeasance of Securities of any Series........................................ 34

Section 8.4. Covenant Defeasance................................................................. 35

Section 8.5. Repayment to Company................................................................ 36

ARTICLE IX. AMENDMENTS AND WAIVERS............................................................................. 37

Section 9.1. Without Consent of Holders.......................................................... 37

Section 9.2. With Consent of Holders............................................................. 37

Section 9.3. Limitations......................................................................... 38

Section 9.4. Compliance with Trust Indenture Act................................................. 39

Section 9.5. Revocation and Effect of Consents................................................... 39

Section 9.6. Notation on or Exchange of Securities............................................... 39

Section 9.7. Trustee Protected................................................................... 39

ARTICLE X. MISCELLANEOUS....................................................................................... 39

Section 10.1. Trust Indenture Act Controls........................................................ 39

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Section 10.2. Notices............................................................................. 40

Section 10.3. Communication by Holders with Other Holders......................................... 40

Section 10.4. Certificate and Opinion as to Conditions Precedent.................................. 41

Section 10.5. Statements Required in Certificate or Opinion....................................... 41

Section 10.6. Rules by Trustee and Agents......................................................... 41

Section 10.7. Legal Holidays...................................................................... 41

Section 10.8. No Recourse Against Others.......................................................... 42

Section 10.9. Counterparts........................................................................ 42

Section 10.10. Governing Laws...................................................................... 42

Section 10.11. No Adverse Interpretation of Other Agreements....................................... 42

Section 10.12. Successors.......................................................................... 42

Section 10.13. Severability........................................................................ 42

Section 10.14. Table of Contents, Headings, Etc. .................................................. 42

Section 10.15. Securities in a Foreign Currency.................................................... 43

Section 10.16. Judgment Currency................................................................... 43

ARTICLE XI. SINKING FUNDS...................................................................................... 44

Section 11.1. Applicability of Article............................................................ 44

Section 11.2. Satisfaction of Sinking Fund Payments with Securities............................... 44

Section 11.3. Redemption of Securities for Sinking Fund........................................... 45

ARTICLE XII. SUBORDINATION OF SECURITIES....................................................................... 45

Section 12.1. Agreement of Subordination.......................................................... 45

Section 12.2. Payments to Holders................................................................. 45

Section 12.3. Subrogation of Securities........................................................... 48

Section 12.4. Authorization to Effect Subordination............................................... 49

Section 12.5. Notice to Trustee................................................................... 49

Section 12.6. Trustee's Relation to Senior Indebtedness........................................... 50

Section 12.7. No Impairment of Subordination...................................................... 50

Section 12.8. Article Applicable to Paying Agents................................................. 51

Section 12.9. Senior Indebtedness Entitled to Rely................................................ 51

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iii

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KRAMONT REALTY TRUST

RECONCILIATION AND TIE BETWEEN TRUST INDENTURE ACT OF 1939 AND

INDENTURE, DATED AS OF _____________, 200_

Section 310 (a)(1) ....................................... 7.10

(a)(2) ....................................... 7.10

(a)(3) ....................................... Not Applicable

(a)(4) ....................................... Not Applicable

(a)(5) ....................................... 7.10

(b) ....................................... 7.10

Section 311 (a) ....................................... 7.11

(b) ....................................... 7.11

Section 312 (a) ....................................... 2.7

(b) ....................................... 10.3

Section 313 (a) ....................................... 7.6

(b)(1) ....................................... 7.6

(b)(2) ....................................... 7.6

(c)(1) ....................................... 7.6

(d) ....................................... 7.6

Section 314 (a) ....................................... 4.2, 10.5

(b) ....................................... Not Applicable

(c)(1) ....................................... 10.4

(c)(2) ....................................... 10.4

(c)(3) ....................................... Not Applicable

(d) ....................................... Not Applicable

(e) ....................................... 10.5

(f) ....................................... Not Applicable

Section 315 (a) ....................................... 7.1

(b) ....................................... 7.5

(d) ....................................... 7.1

(e) ....................................... 6.14

Section 316 (a) ....................................... 2.10

(a)(1)(A) ....................................... 6.12

(a)(1)(B) ....................................... 6.13

(b) ....................................... 6.8

Section 317 (a)(1) ....................................... 6.3

(a)(2) ....................................... 6.4

(b) ....................................... 2.6

Section 318 (a) ....................................... 10.1

Note: This reconciliation and tie shall not, for any purpose, be deemed to be

part of the Indenture.

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Indenture dated as of __________200_ between Kramont Realty

Trust, a Maryland real estate investment trust (the "Company"), and [Name of

Trustee], a ________________ ("Trustee").

WITNESSETH

WHEREAS, the Company has duly authorized the issuance, execution and

delivery, from time to time, of its unsecured debentures, notes or other

evidences of indebtedness (hereinafter referred to as the "Securities"), without

limit as to principal amount, issuable in one or more Series (as hereinafter

defined), the amount and terms of each such Series to be determined as

hereinafter provided; and, to provide the terms and conditions upon which the

Securities are to be authenticated, issued and delivered, the Company has duly

authorized the execution of this Indenture;

WHEREAS, all things necessary to make this Indenture a valid indenture

and agreement according to its terms have been done;

NOW, THEREFORE:

In consideration of the premises and the purchases of the Securities by

the holders thereof, the Company 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 I.

DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.1. Definitions.

"Additional Amounts" means any additional amounts which are

required hereby or by any Security, under circumstances specified herein or

therein, to be paid by the Company in respect of certain taxes imposed on

Holders specified therein and which are owing to such Holders.

"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" (including, with correlative meanings, the terms "controlled by" and

"under common control with"), as used with respect to any person, shall mean the

possession, directly or indirectly, of the power to direct or cause the

direction of the management or policies of such person, whether through the

ownership of voting securities or by agreement or otherwise.

"Agent" means any Registrar, Paying Agent or Service Agent.

"Authorized Newspaper" means a newspaper in an official

language of the country of publication customarily published at least once a day

for at least five days in each calendar week and of general circulation in the

place in connection with which the term is used. If it shall be impractical in

the opinion of the Trustee to make any publication of any notice

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required hereby in an Authorized Newspaper, any publication or other notice in

lieu thereof that is made or given by the Trustee shall constitute a sufficient

publication of such notice.

"Bearer" means anyone in possession from time to time of a

Bearer Security.

"Bearer Security" means any Security, including any interest

coupon appertaining thereto, that does not provide for the identification of the

Holder thereof.

"Board of Trustees" means the Board of Trustees of the Company

or any duly authorized committee thereof.

"Board Resolution" means a copy of a resolution certified by

the Secretary or an Assistant Secretary of the Company to have been adopted by

the Board of Trustees or pursuant to authorization by the Board of Trustees and

to be in full force and effect on the date of the certificate and delivered to

the Trustee.

"Business Day" means, unless otherwise provided by Board

Resolution, Officers' Certificate or supplemental indenture hereto for a

particular Series, any day except a Saturday, Sunday or a legal holiday in the

City of New York on which banking institutions are authorized or required by

law, regulation or executive order to close.

"Company" means the party named as such above until a

successor replaces it and thereafter means the successor.

"Company Order" means a written order signed in the name of

the Company by two Officers, one of whom must be the Company's chief executive

officer, chief financial officer or principal accounting officer.

"Company Request" means a written request signed in the name

of the Company by its Chairman of the Board, a President or a Vice President,

and by either its Treasurer, an Assistant Treasurer, its Secretary or an

Assistant Secretary, and delivered to the Trustee.

"Corporate Trust Office" means the office of the Trustee at

which at any particular time its corporate trust business shall be principally

administered.

"Debt" of any person as of any date means, without

duplication, all obligations of such person in respect of borrowed money,

including all interest, fees and expenses owed in respect thereto (whether or

not the recourse of the lender is to the whole of the assets of such person or

only to a portion thereof), or evidenced by bonds, notes, debentures or similar

instruments.

"Default" means any event which is, or after notice or passage

of time would be, an Event of Default.

"Depository" means, with respect to the Securities of any

Series issuable or issued in whole or in part in the form of one or more Global

Securities, the person designated as Depository for such Series by the Company,

which Depository shall be a clearing agency registered under the Exchange Act;

and if at any time there is more than one such person,

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"Depository" as used with respect to the Securities of any Series shall mean the

Depository with respect to the Securities of such Series.

"Designated Senior Indebtedness" means any of our senior

indebtedness that expressly provides that it is "designated senior indebtedness"

for purposes of this Indenture (provided that the instrument, agreement or other

document creating or evidencing such Senior Indebtedness may place limitations

and conditions on the right of such Senior Indebtedness to exercise the rights

of Designated Senior Indebtedness).

"Discount Security" means any Security that provides for an

amount less than the stated principal amount thereof to be due and payable upon

declaration of acceleration of the maturity thereof pursuant to Section 6.2.

"Dollars" means the currency of the United States of America.

"Euro" means the single currency of participating member

states of the European Union.

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

amended.

"Foreign Currency" means any currency or currency unit issued

by a government other than the government of the United States of America.

"Foreign Government Obligations" means with respect to

Securities of any Series that are denominated in a Foreign Currency, (i) direct

obligations of the government that issued or caused to be issued such currency

for the payment of which obligations its full faith and credit is pledged or

(ii) obligations of a person controlled or supervised by or acting as an agency

or instrumentality of such government the timely payment of which is

unconditionally guaranteed as a full faith and credit obligation by such

government, which, in either case under clauses (i) or (ii), are not callable or

redeemable at the option of the issuer thereof.

"Global Security" or "Global Securities" means a Security or

Securities, as the case may be, in the form established pursuant to Section 2.2

evidencing all or part of a Series of Securities, issued to the Depository for

such Series or its nominee, and registered in the name of such Depository or

nominee.

"Holder" or "Securityholder" means a person in whose name a

Security is registered or the holder of a Bearer Security.

"Indenture" means this Indenture as amended from time to time

and shall include the form and terms of particular Series of Securities

established as contemplated hereunder.

"interest" with respect to any Discount Security which by its

terms bears interest only after Maturity, means interest payable after Maturity.

"Maturity," when used with respect to any Security or

installment of principal thereof, means the date on which the principal of such

Security or such installment of principal

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becomes due and payable as therein or herein provided, whether at the Stated

Maturity or by declaration of acceleration, call for redemption, notice of

option to elect repayment or otherwise.

"Officer" means the Chairman of the Board, any President, any

Vice-President, the Treasurer, the Secretary, any Assistant Treasurer or any

Assistant Secretary of the Company.

"Officers' Certificate" means a certificate signed by two

Officers, one of whom must be the Company's principal executive officer,

principal financial officer or principal accounting officer.

"Opinion of Counsel" means a written opinion of legal counsel

who is acceptable to the Trustee. The counsel may be an employee of or counsel

to the Company.

"person" means any individual, corporation, partnership, joint

venture, association, limited liability company, joint-stock company, trust,

unincorporated organization or government or any agency or political subdivision

thereof.

"principal" of a Security means the principal of the Security

plus, when appropriate, the premium, if any, on, and any Additional Amounts in

respect of, the Security.

"Representative" means the (a) indenture trustee or other

trustee, agent or representative for any Senior Indebtedness or (b) with respect

to any Senior Indebtedness that does not have any such trustee, agent or other

representative, (i) in the case of such Senior Indebtedness issued pursuant to

an agreement providing for voting arrangements as among the holders or owners of

such Senior Indebtedness, any holder or owner of such Senior Indebtedness acting

with the consent of the required persons necessary to bind such holders or

owners of such Senior Indebtedness and (ii) in the case of all other such Senior

Indebtedness, the holder or owner of such Senior Indebtedness.

"Responsible Officer" means any officer of the Trustee in its

Corporate Trust Office and also means, with respect to a particular corporate

trust matter, any other officer to whom any corporate trust matter is referred

because of his or her knowledge of and familiarity with a particular subject.

"SEC" means the Securities and Exchange Commission.

"Securities" has the meaning given such item in the preamble

hereto.

"Securities Act" means the Securities Act of 1933, as amended.

"Senior Indebtedness" means the principal, premium, if any,

interest, including any interest accruing after bankruptcy, and other amounts

due on any of our current or future Debt, whether created, incurred, assumed,

guaranteed or in effect guaranteed by us, including any deferrals, renewals,

extensions, refundings, amendments, modifications or supplements to the above.

However, Senior Indebtedness does not include: (i) any Debt that expressly

provides that it shall not be senior in right of payment to the Securities or

expressly provides that it is on the same basis or junior to the Securities;

(ii) any Debt by us to any of our majority-owned subsidiaries; and (iii) the

Securities.

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"Series" or "Series of Securities" means each series of

debentures, notes or other debt instruments of the Company created pursuant to

Sections 2.1 and 2.2 hereof.

"Significant Subsidiary" means (i) any direct or indirect

Subsidiary of the Company that would be a "significant subsidiary" as defined in

Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities

Act, as such regulation is in effect on the date hereof, or (ii) any group of

direct or indirect Subsidiaries of the Company that, taken together as a group,

would be a "significant subsidiary" as defined in Article 1, Rule 1-02 of

Regulation S-X, promulgated pursuant to the Securities Act, as such regulation

is in effect on the date hereof.

"Stated Maturity," when used with respect to any Security or

any installment of principal thereof or interest thereon, means the date

specified in such Security as the fixed date on which the principal of such

Security or such installment of principal or interest is due and payable.

"Subsidiary" of any specified person means any corporation of

which at least a majority of the outstanding stock having by the terms thereof

ordinary voting power for the election of directors of such corporation

(irrespective of whether or not at the time stock of any other class or classes

of such corporation shall have or might have voting power by reason of the

happening of any contingency) is at the time directly or indirectly owned by

such person, or by one or more other Subsidiaries, or by such person and one or

more other Subsidiaries.

"TIA" means the Trust Indenture Act of 1939 (15 U.S. Code

Sections 77aaa-77bbbb) as in effect on the date of this Indenture; provided,

however, that in the event the Trust Indenture Act of 1939 is amended after such

date, "TIA" means, to the extent required by any such amendment, the Trust

Indenture Act as so amended.

"Trustee" means the person named as the "Trustee" in the first

paragraph of this instrument until a successor Trustee shall have become such

pursuant to the applicable provisions of this Indenture, and thereafter

"Trustee" shall mean 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

Securities of that Series.

"U.S. Government Obligations" means securities which are (i)

direct obligations of the United States of America for the payment of which its

full faith and credit is pledged or (ii) obligations of a person controlled or

supervised by and acting as an agency or instrumentality of the United States of

America, the payment of which is unconditionally guaranteed as a full faith and

credit obligation by the United States of America, and which in the case of (i)

and (ii) are not callable or redeemable at the option of the issuer thereof, and

shall also include a depository receipt issued by a bank or trust company as

custodian with respect to any such U.S. Government Obligation or a specific

payment of interest on or principal of any such U.S. Government Obligation held

by such custodian for the account of the holder of a depository receipt,

provided that (except as required by law) such custodian is not authorized to

make any deduction from the amount payable to the holder of such depository

receipt from any amount

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received by the custodian in respect of the U.S. Government Obligation evidenced

by such depository receipt.

Section 1.2. Other Definitions.

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DEFINED IN

TERM SECTION

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"Bankruptcy Law" 6.1

"Custodian" 6.1

"Event of Default" 6.1

"Judgment Currency" 10.16

"Legal Holiday" 10.7

"mandatory sinking fund payment" 11.1

"Market Exchange Rate" 10.15

"New York Banking Day" 10.16

"optional sinking fund payment" 11.1

"Paying Agent" 2.5

"Registrar" 2.5

"Required Currency" 10.16

"Service Agent" 2.5

"successor person" 5.1

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Section 1.3. Incorporation by Reference of Trust Indenture Act.

Whenever this Indenture refers to a provision of the TIA, the

provision is incorporated by reference in and made a part of this Indenture. The

following TIA terms used in this Indenture have the following meanings:

"Commission" means the SEC.

"indenture securities" means the Securities.

"indenture security holder" means a Securityholder.

"indenture to be qualified" means this Indenture.

"indenture trustee" or "institutional trustee" means the

Trustee.

"obligor" on the indenture securities means the Company and

any successor obligor upon the Securities.

All other terms used in this Indenture that are defined by the

TIA, defined by TIA reference to another statute or defined by SEC rule under

the TIA and not otherwise defined herein are used herein as so defined.

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Section 1.4. Rules of Construction.

Unless the context otherwise requires:

(a) a term has the meaning assigned to it;

(b) an accounting term not otherwise defined has the

meaning assigned to it in accordance with generally accepted accounting

principles;

(d) words in the singular include the plural, and in the

plural include the singular; and

(e) provisions apply to successive events and

transactions.

ARTICLE II.

SECURITIES

Section 2.1. Amount Unlimited; Issuable in Series.

The aggregate principal amount of Securities that may be

authenticated and delivered under this Indenture is unlimited. The Securities

may be issued in one or more Series. All Securities of a Series shall be

identical except as may be set forth in a Board Resolution, a supplemental

indenture or an Officers' Certificate detailing the adoption of the terms

thereof pursuant to the authority granted under a Board Resolution. In the case

of Securities of a Series to be issued from time to time, the Board Resolution,

Officers' Certificate or supplemental indenture may provide for the method by

which specified terms (such as interest rate, maturity date, record date or date

from which interest shall accrue) are to be determined. Securities may differ

between Series in respect of any matters, provided that all Series of Securities

shall be equally and ratably entitled to the benefits of the Indenture.

Section 2.2. Establishment of Terms of Series of Securities.

At or prior to the issuance of any Securities within a Series,

the following shall be established (as to the Series generally, in the case of

subparagraph 2.2.1 and either as to such Securities within the Series or as to

the Series generally in the case of subparagraphs 2.2.2 through 2.2.22) by a

Board Resolution, a supplemental indenture or an Officers' Certificate pursuant

to authority granted under a Board Resolution:

2.2.1. the title of the Series (which shall distinguish the

Securities of that particular Series from the Securities of any other Series);

2.2.2. the price or prices (expressed as a percentage of the

principal amount thereof) at which the Securities of the Series will be issued;

2.2.3. any limit upon the aggregate principal amount of the

Securities of the Series which may be authenticated and delivered under this

Indenture (except for Securities

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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,

2.10, 3.6 or 9.6);

2.2.4. date or dates on which the principal of the Securities

of the Series is payable;

2.2.5. the rate or rates (which may be fixed or variable) per

annum or, if applicable, the method used to determine such rate or rates

(including, but not limited to, any commodity, commodity index, stock exchange

index or financial index) at which the Securities of the Series shall bear

interest, if any, the date or dates from which such interest, if any, shall

accrue, the date or dates on which such interest, if any, shall commence and be

payable and any regular record date for the interest payable on any interest

payment date;

2.2.6. the place or places where the principal of and

interest, if any, on the Securities of the Series shall be payable, or the

method of such payment, if by wire transfer, mail or other means;

2.2.7. if applicable, the period or periods within which, the

price or prices at which and the terms and conditions upon which the Securities

of the Series may be redeemed, in whole or in part, at the option of the

Company;

2.2.8. the obligation, if any, of the Company to redeem or

purchase the Securities of the Series pursuant to any sinking fund or analogous

provisions or at the option of a Holder thereof and the period or periods within

which, the price or prices at which and the terms and conditions upon which

Securities of the Series shall be redeemed or purchased, in whole or in part,

pursuant to such obligation;

2.2.9. the dates, if any, on which and the price or prices at

which the Securities of the Series will be repurchased by the Company at the

option of the Holders thereof and other detailed terms and provisions of such

repurchase obligations;

2.2.10. if other than denominations of $1,000 and any integral

multiple thereof, the denominations in which the Securities of the Series shall

be issuable;

2.2.11. the forms of the Securities of the Series in bearer or

fully registered form (and, if in fully registered form, whether the Securities

will be issuable as Global Securities);

2.2.12. if other than the principal amount thereof, the

portion of the principal amount of the Securities of the Series that shall be

payable upon declaration of acceleration of the maturity thereof pursuant to

Section 6.2;

2.2.13. the currency of denomination of the Securities of the

Series, which may be Dollars or any Foreign Currency, including, but not limited

to, the Euro, and if such currency of denomination is a composite currency other

than the Euro, the agency or organization, if any, responsible for overseeing

such composite currency;

2.2.14. the designation of the currency, currencies or

currency units in which payment of the principal of and interest, if any, on the

Securities of the Series will be made;

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2.2.15. if payments of principal of or interest, if any, on

the Securities of the Series are to be made in one or more currencies or

currency units other than that or those in which such Securities are

denominated, the manner in which the exchange rate with respect to such payments

will be determined;

2.2.16. the manner in which the amounts of payment of

principal of or interest on, if any, the Securities of the Series will be

determined, if such amounts may be determined by reference to an index based on

a currency or currencies or by reference to a commodity, commodity index, stock

exchange index or financial index;

2.2.17. the provisions, if any, relating to any security

provided for the Securities of the Series;

2.2.18. if the holders of Securities of the Series may convert

or exchange the Securities into or for securities of the Issuer or other

property, the period or periods within which, the rate or rates at which and the

terms and conditions upon which Securities of the Series may be converted or

exchanged, in whole or in part;

2.2.19. any addition to or change in the Events of Default

which applies to any Securities of the Series and any change in the right of the

Trustee or the requisite Holders of such Securities to declare the principal

amount thereof due and payable pursuant to Section 6.2;

2.2.20. any addition to or change in the covenants set forth

in Articles IV or V which applies to Securities of the Series;

2.2.21. any other terms of the Securities of the Series (which

terms shall not be inconsistent with the provisions of this Indenture, except as

permitted by Section 9.1, but which may modify or delete any provision of this

Indenture insofar as it applies to such Series); and

2.2.22. any depositories, interest rate calculation agents,

exchange rate calculation agents or other agents with respect to Securities of

such Series if other than those appointed herein.

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 the Board Resolution, supplemental

indenture or Officers' Certificate referred to above, and the authorized

principal amount of any Series may not be increased to provide for issuances of

additional Securities of such Series, unless otherwise provided in such Board

Resolution, supplemental indenture or Officers' Certificate.

Section 2.3. Authentication and Delivery of Securities.

At any time and from time to time after the execution and

delivery of this Indenture, the Company may deliver any Series of Securities

executed by the Company to the Trustee for authentication by it, and the Trustee

shall thereupon authenticate and deliver said Securities to or upon a Company

Order, without any further corporate action by the Company. If the form or terms

of such Series of Securities have been established in or pursuant to one or more

Board Resolutions or a supplemental indenture as permitted by this Section 2.3

and Section 2.2,

<PAGE>

in authenticating such Securities and accepting the additional responsibilities

under this Indenture in relation to such Securities, the Trustee shall be

entitled to receive, and (subject to Section 7.1) shall be fully protected in

relying upon:

(1) each Board Resolution relating to such

Series of Securities;

(2) an executed supplemental indenture, if any,

relating to such series of Securities;

(3) an Officers' Certificate setting forth the

form and terms of the Securities, stating that the form and

terms of the Securities have been established pursuant to

Section 2.2 and subparagraph 2.4.3 and comply with this

Indenture, and covering such other matters as the Trustee may

reasonably request;

(4) an Opinion of Counsel to the effect that:

(a) if the form of such Securities has been

established by or pursuant to resolutions of the

Board of Trustees of the Company as permitted by

subparagraph 2.4.3 that such form has been

established in conformity with the provisions of this

Indenture;

(b) if the terms of such Securities have been

established by or pursuant to Board Resolutions as

permitted by this Section 2.1, that such terms have

been established in conformity with the provisions of

this Indenture;

delivered by the Trustee and executed and issued by

the Company in the manner and subject to any

conditions specified in such Opinion of Counsel, will

be valid and binding obligations of the Company,

except as any rights thereunder may be limited by

bankruptcy, insolvency and other similar laws

affecting the enforcement of creditor's rights

generally and by general equity principles;

(d) that all laws and requirements in respect of

the execution and delivery by the Company of such

Securities have been complied with and that

authentication and delivery of the Securities by the

Trustee will not violate the terms of this Indenture;

and

(e) covering such other matters as the Trustee

may reasonably request.

Each fully registered Security shall be dated the date of its

authentication. Any series of Bearer Securities shall be dated as provided in

the Board Resolution or the provisions of the supplemental indenture creating

such series.

<PAGE>

Section 2.4. Execution of Securities; Trustee's Certificate of

Authentication; Form of Securities.

2.4.1. Two Officers shall sign the Securities for the Company

by manual or facsimile signature.

If an Officer whose signature is on a Security no

longer holds that office at the time the Security is authenticated, the Security

shall nevertheless be valid.

2.4.2. Only such Securities bearing a certificate of

authentication executed by the Trustee by the manual signature of one of its

Responsible Officers, shall be entitled to the benefits of this Indenture or be

valid or obligatory for any purpose. Such certificate by the Trustee upon any

Security executed by the Company 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.

The Trustee shall have the right to decline to

authenticate and deliver any Securities of such Series: (a) if the Trustee,

being advised by counsel, determines that such action may not lawfully be taken;

or (b) if the Trustee in good faith by its board of directors or trustees,

executive committee or a trust committee of directors and/or vice-presidents

shall determine that such action would expose the Trustee to personal liability

to Holders of any then outstanding Series of Securities.

The Trustee may appoint an authenticating agent

acceptable to the Company to authenticate Securities. An authenticating agent

may authenticate Securities whenever the Trustee may do so. Each reference in

this Indenture to authentication by the Trustee includes authentication by such

agent. An authenticating agent has the same rights as an Agent to deal with the

Company or an Affiliate.

2.4.3. The Securities of each series shall be substantially of

the tenor and purport as shall be authorized by a Board Resolution or in an

indenture or 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 such letters, numbers or other marks

of identification or designation and such legends or endorsements thereon as the

Board of Trustees of the Company may deem appropriate and as are not

inconsistent with the provisions of this Indenture, or as may be required to

comply with any law or with any rule or regulation made pursuant thereto or with

any rule or regulation of any stock exchange on which the Securities may be

listed, or to conform to usage.

The definitive Securities may be printed,

lithographed or fully or partly engraved or produced in any other manner, all as

determined by the officers executing such Securities, as evidenced by their

executions thereof.

Section 2.5. Registrar and Paying Agent.

The Company shall maintain, with respect to each Series of

Securities, at the place or places specified with respect to such Series

pursuant to Section 2.2, an office or agency where Securities of such Series may

be presented or surrendered for payment ("Paying Agent"),

<PAGE>

where Securities of such Series may be surrendered for registration of transfer

or exchange ("Registrar") and where notices and demands to or upon the Company

in respect of the Securities of such Series and this Indenture may be served

("Service Agent"). The Registrar shall keep a register with respect to each

Series of Securities and to their transfer and exchange. The Company will give

prompt written notice to the Trustee of the name and address, and any change in

the name or address, of each Registrar, Paying Agent or Service Agent. If at any

time the Company shall fail to maintain any such required Registrar, Paying

Agent or Service Agent or shall fail to furnish the Trustee with the name and

address thereof, such presentations, surrenders, notices and demands may be made

or served at the Corporate Trust Office of the Trustee, and the Company hereby

appoints the Trustee as its agent to receive all such presentations, surrenders,

notices and demands.

The Company may also from time to time designate one or more

co-registrars, additional paying agents or additional service agents and may

from time to time rescind such designations; provided, however, that no such

designation or rescission shall in any manner relieve the Company of its

obligations to maintain a Registrar, Paying Agent and Service Agent in each

place so specified pursuant to Section 2.2 for Securities of any Series for such

purposes. The Company will give prompt written notice to the Trustee of any such

designation or rescission and of any change in the name or address of any such

co-registrar, additional paying agent or additional service agent. The term

"Registrar" includes any co-registrar; the term "Paying Agent" includes any

additional paying agent; and the term "Service Agent" includes any additional

service agent.

The Company hereby appoints the Trustee the initial Registrar,

Paying Agent and Service Agent for each Series unless another Registrar, Paying

Agent or Service Agent, as the case may be, is appointed prior to the time

Securities of that Series are first issued.

Section 2.6. Paying Agent to Hold Money in Trust.

The Company shall require each Paying Agent other than the

Trustee to agree in writing that the Paying Agent will hold in trust, for the

benefit of Securityholders of any Series of Securities, or the Trustee, all

money held by the Paying Agent for the payment of principal of or interest on

the Series of Securities, and will notify the Trustee of any default by the

Company in making any such payment. While any such default continues, the

Trustee may require a Paying Agent to pay all money held by it to the Trustee.

The Company at any time may require a Paying Agent to pay all money held by it

to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other

than the Company or a Subsidiary) shall have no further liability for the money.

If the Company or a Subsidiary acts as Paying Agent, it shall segregate and hold

in a separate trust fund for the benefit of Securityholders of any Series of

Securities all money held by it as Paying Agent.

Section 2.7. Securityholder Lists.

The Trustee shall preserve in as current a form as is

reasonably practicable the most recent list available to it of the names and

addresses of Securityholders of each Series of Securities and shall otherwise

comply with TIA Section 312(a). If the Trustee is not the Registrar, the Company

shall furnish to the Trustee at least ten days before each interest payment

<PAGE>

date and at such other times as the Trustee may request in writing a list, in

such form and as of such date as the Trustee may reasonably require, of the

names and addresses of Securityholders of each Series of Securities.

Section 2.8. Transfer and Exchange.

Where Securities of a Series are presented to the Registrar

with a request to register a transfer or to exchange them for an equal principal

amount of Securities of the same Series, the Registrar shall register the

transfer or make the exchange if its requirements for such transactions are met.

To permit registrations of transfers and exchanges, the Trustee shall

authenticate Securities at the Registrar's request. No service charge shall be

made for any registration of transfer or exchange (except as otherwise expressly

permitted herein), but the Company may require payment of a sum sufficient to

cover any transfer tax or similar governmental charge payable in connection

therewith (other than any such transfer tax or similar governmental charge

payable upon exchanges pursuant to Sections 2.12, 3.6 or 9.6).

Neither the Company nor the Registrar shall be required (a) to

issue, register the transfer of, or exchange Securities of any Series for the

period beginning at the opening of business 15 days immediately preceding the

mailing of a notice of redemption of Securities of that Series selected for

redemption and ending at the close of business on the day of such mailing, or

(b) to register the transfer of or exchange Securities of any Series selected,

called or being called for redemption as a whole or the portion being redeemed

of any such Securities selected, called or being called for redemption in part.

Section 2.9. Mutilated, Destroyed, Lost and Stolen Securities.

If any mutilated Security is surrendered to the Trustee, the

Company shall execute and the Trustee shall authenticate and deliver in exchange

therefor a new Security of the same Series and of like tenor and principal

amount and bearing a number not contemporaneously outstanding.

If there shall be delivered to the Company and the Trustee (i)

evidence to their satisfaction of the destruction, loss or theft of any Security

and (ii) such security or indemnity as may be required by them to save each of

them and any agent of either of them harmless, then, in the absence of notice to

the Company or the Trustee that such Security has been acquired by a bona fide

purchaser, the Company shall execute and upon its request the Trustee shall

authenticate and make available for delivery, in lieu of any such destroyed,

lost or stolen Security, a new Security of the same Series and of like tenor and

principal amount and bearing a number not contemporaneously outstanding.

In case any such mutilated, destroyed, lost or stolen Security

has become or is about to become due and payable, the Company in its discretion

may, instead of issuing a new Security, pay such Security.

Upon the issuance of any new Security under this Section 2.9,

the Company may require the payment of a sum sufficient to cover any tax or

other governmental charge that may be imposed in relation thereto and any other

expenses (including the fees and expenses of the Trustee) connected therewith.

<PAGE>

Every new Security of any Series issued pursuant to this

Section in lieu of any destroyed, lost or stolen Security shall constitute an

original additional contractual obligation of the Company, 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 this Indenture equally and

proportionately with any and all other Securities of that Series duly issued

hereunder.

The provisions of this Section are exclusive and shall

preclude (to the extent lawful) all other rights and remedies with respect to

the replacement or payment of mutilated, destroyed, lost or stolen Securities.

Section 2.10. Outstanding Securities.

The Securities outstanding at any time are all the Securities

authenticated by the Trustee except for those canceled by it, those delivered to

it for cancellation, those reductions in the interest on a Global Security

effected by the Trustee in accordance with the provisions hereof and those

described in this Section as not outstanding.

If a Security is replaced pursuant to Section 2.9, it ceases

to be outstanding until the Trustee receives proof satisfactory to it that the

replaced Security is held by a bona fide purchaser.

If the Paying Agent (other than the Company, a Subsidiary or

an Affiliate of any thereof) holds on the Maturity of Securities of a Series

money sufficient to pay such Securities payable on that date, then on and after

that date such Securities of the Series cease to be outstanding and interest on

them ceases to accrue.

A Security does not cease to be outstanding because the

Company or an Affiliate holds the Security.

In determining whether the Holders of the requisite principal

amount of outstanding Securities have given any request, demand, authorization,

direction, notice, consent or waiver hereunder, the principal amount of a

Discount Security that shall be deemed to be outstanding for such purposes shall

be the amount of the principal thereof that would be due and payable as of the

date of such determination upon a declaration of acceleration of the Maturity

thereof pursuant to Section 6.2.

Section 2.11. Treasury Securities.

In determining whether the Holders of the required principal

amount of Securities of a Series have concurred in any request, demand,

authorization, direction, notice, consent or waiver, Securities of a Series

owned by the Company or an Affiliate shall be disregarded, except that for the

purposes of determining whether the Trustee shall be protected in relying on any

such request, demand, authorization, direction, notice, consent or waiver only

Securities of a Series that the Trustee knows are so owned shall be so

disregarded.

<PAGE>

Section 2.12. Temporary Securities.

Until definitive Securities are ready for delivery, the

Company may prepare and the Trustee shall authenticate temporary Securities upon

a Company Order. Temporary Securities shall be substantially in the form of

definitive Securities but may have variations that the Company considers

appropriate for temporary Securities. Without unreasonable delay, the Company

shall prepare and the Trustee upon request shall authenticate definitive

Securities of the same Series and date of maturity in exchange for temporary

Securities. Until so exchanged, temporary securities shall have the same rights

under this Indenture as the definitive Securities.

Section 2.13. Cancellation.

The Company at any time may deliver Securities to the Trustee

for cancellation. The Registrar and the Paying Agent shall forward to the

Trustee any Securities surrendered to them for registration of transfer,

exchange or payment. The Trustee shall cancel all Securities surrendered for

transfer, exchange, payment, replacement or cancellation and shall destroy such

canceled Securities (subject to the record retention requirement of the Exchange

Act) and deliver a certificate of such destruction to the Company, unless the

Company otherwise directs. The Company may not issue new Securities to replace

Securities that it has paid or delivered to the Trustee for cancellation.

Section 2.14. Defaulted Interest.

If the Company defaults in a payment of interest on a Series

of Securities, it shall pay the defaulted interest, plus, to the extent

permitted by law, any interest payable on the defaulted interest, to the persons

who are Securityholders of the Series on a subsequent special record date. The

Company shall fix the record date and payment date. At least 30 days before the

record date, the Company shall mail to the Trustee and to each Securityholder of

the Series a notice that states the record date, the payment date and the amount

of interest to be paid. The Company may pay defaulted interest in any other

lawful manner.

Section 2.15. Global Securities.

2.15.1. Terms of Securities. A Board Resolution, a

supplemental indenture hereto or an Officers' Certificate shall establish

whether the Securities of a Series shall be issued in whole or in part in the

form of one or more Global Securities and the Depository for such Global

Security or Securities.

2.15.2. Transfer and Exchange. Notwithstanding any provisions

to the contrary contained in Section 2.8 of the Indenture and in addition

thereto, any Global Security shall be exchangeable pursuant to Section 2.8 of

the Indenture for Securities registered in the names of Holders other than the

Depository for such Security or its nominee only if (i) such Depository notifies

the Company that it is unwilling or unable to continue as Depository for such

Global Security or if at any time such Depository ceases to be a clearing agency

registered under the Exchange Act, and, in either case, the Company fails to

appoint a successor Depository within 90 days of such event, (ii) the Company

executes and delivers to the Trustee an Officers' Certificate to the effect that

such Global Security shall be so exchangeable or (iii) an Event of Default with

respect to the Securities represented by such Global Security shall have

happened and be

<PAGE>

continuing. Any Global Security that is exchangeable pursuant to the preceding

sentence shall be exchangeable for Securities registered in such names as the

Depository shall direct in writing in an aggregate principal amount equal to the

principal amount of the Global Security with like tenor and terms.

Except as provided in this Section 2.15.2, a Global Security

may not be transferred except as a whole by the Depository with respect to such

Global Security to a nominee of such Depository, by a nominee of such Depository

to such Depository or another nominee of such Depository or by the Depository or

any such nominee to a successor Depository or a nominee of such a successor

Depository.

2.15.3. Legend. Any Global Security issued hereunder shall

bear a legend in substantially the following form:

"This Security is a Global Security within the meaning of the

Indenture hereinafter referred to and is registered in the name of the

Depository or a nominee of the Depository. This Security is exchangeable for

Securities registered in the name of a person other than the Depository or its

nominee only in the limited circumstances described in the Indenture, and may

not be transferred except as a whole by the Depository to a nominee of the

Depository, by a nominee of the Depository to the Depository or another nominee

of the Depository or by the Depository or any such nominee to a successor

Depository or a nominee of such a successor Depository."

2.15.4. Acts of Holders. The Depository, as a Holder, may

appoint agents and otherwise authorize participants to give or take any request,

demand, authorization, direction, notice, consent, waiver or other action which

a Holder is entitled to give or take under the Indenture.

2.15.5. Payments. Notwithstanding the other provisions of this

Indenture, unless otherwise specified as contemplated by Section 2.2, payment of

the principal of and interest, if any, on any Global Security shall be made to

the Holder thereof.

2.15.6. Consents, Declaration and Directions. Except as

provided in subparagraph 2.15.5, the Company, the Trustee and any Agent shall

treat a person as the Holder of such principal amount of outstanding Securities

of such Series represented by a Global Security as shall be specified in a

written statement of the Depository with respect to such Global Security, for

purposes of obtaining any consents, declarations, waivers or directions required

to be given by the Holders pursuant to this Indenture.

Section 2.16. CUSIP Numbers.

The Company in issuing the Securities may use "CUSIP" numbers

(if then generally in use), and, if so, the Trustee shall use "CUSIP" numbers in

notices of redemption as a convenience to Holders; provided that any such notice

may state that no representation is made as to the correctness of such numbers

either as printed on the Securities or as contained in any notice of a

redemption and that reliance may be placed only on the other elements of

identification printed on the Securities, and any such redemption shall not be

affected by any defect in or omission of such numbers.

<PAGE>

ARTICLE III.

REDEMPTION

Section 3.1. Notice to Trustee.

The Company may, with respect to any Series of Securities,

reserve the right to redeem and pay the Series of Securities or may covenant to

redeem and pay the Series of Securities or any part thereof prior to the Stated

Maturity thereof at such time and on such terms as provided for in such

Securities. If a Series of Securities is redeemable and the Company wants or is

obligated to redeem prior to the Stated Maturity thereof all or part of the

Series of Securities pursuant to the terms of such Securities, it shall notify

the Trustee of the redemption date and the principal amount of Series of

Securities to be redeemed. The Company shall give the notice at least 45 days

before the redemption date (or such shorter notice as may be acceptable to the

Trustee).

Section 3.2. Selection of Securities to be Redeemed.

Unless otherwise indicated for a particular Series by a Board

Resolution, a supplemental indenture or an Officers' Certificate, if less than

all the Securities of a Series are to be redeemed, the Trustee shall select the

Securities of the Series to be redeemed in any manner that the Trustee deems

fair and appropriate. The Trustee shall make the selection from Securities of

the Series outstanding not previously called for redemption. The Trustee may

select for redemption portions of the principal of Securities of the Series that

have denominations larger than $1,000. Securities of the Series and portions of

them it selects shall be in amounts of $1,000 or whole multiples of $1,000 or,

with respect to Securities of any Series issuable in other denominations

pursuant to Section 2.2.10, the minimum principal denomination for each Series

and integral multiples thereof. Provisions of this Indenture that apply to

Securities of a Series called for redemption also apply to portions of

Securities of that Series called for redemption.

Section 3.3. Notice of Redemption.

Unless otherwise indicated for a particular Series by Board

Resolution, a supplemental indenture hereto or an Officers' Certificate, at

least 30 days but not more than 60 days before a redemption date, the Company

shall mail a notice of redemption by first-class mail to each Holder whose

Securities are to be redeemed and if any Bearer Securities are outstanding,

publish on one occasion a notice in an Authorized Newspaper.

The notice shall identify the Securities of the Series to be

redeemed and shall state:

(a) the redemption date;

(b) the redemption price;

(d) that Securities of the Series called for redemption

must be surrendered to the Paying Agent to collect the redemption

price;

<PAGE>

(e) that interest on Securities of the Series called for

redemption ceases to accrue on and after the redemption date; and

(f) any other information as may be required by the terms

of the particular Series or the Securities of a Series being redeemed.

At the Company's request, the Trustee shall give the notice of

redemption in the Company's name and at its expense.

Section 3.4. Effect of Notice of Redemption.

Once notice of redemption is mailed or published as provided

in Section 3.3, Securities of a Series called for redemption become due and

payable on the redemption date and at the redemption price. A notice of

redemption may not be conditional. Upon surrender to the Paying Agent, such

Securities shall be paid at the redemption price plus accrued interest to the

redemption date.

Section 3.5. Deposit of Redemption Price.

On or before the redemption date, the Company shall deposit

with the Paying Agent money sufficient to pay the redemption price of and

accrued interest, if any, on all Securities to be redeemed on that date.

Section 3.6. Securities Redeemed in Part.

Upon surrender of a Security that is redeemed in part, the

Trustee shall

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