EXHIBIT 4.4


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                               ABN AMRO BANK N.V.

                                   as Issuer,

                             ABN AMRO HOLDING N.V.,

                                 as Guarantor,

                                      and

                                     [___],

                                  as Trustee





                                SENIOR INDENTURE

                           Dated as of __________, __


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                                TABLE OF CONTENTS

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                                   ARTICLE 1
                                  DEFINITIONS

Section 1.01.  Certain Terms Defined...........................................1

                                   ARTICLE 2
                                   SECURITIES

Section 2.01.  Forms Generally.................................................6
Section 2.02.  Form of Trustee's Certification of Authentication...............7
Section 2.03.  Amount Unlimited; Issuable in Series............................7
Section 2.04.  Authentication and Delivery of Securities......................10
Section 2.05.  Execution of Securities........................................11
Section 2.06.  Certificate of Authorization...................................11
Section 2.07.  Denomination and Date of Securities; Payments of Interest......12
Section 2.08.  Regulation, Transfer and Exchange..............................12
Section 2.09.  Mutilated, Defaced, Destroyed, Lost and Stolen Securities......13
Section 2.10.  Cancellation of Securities.....................................14
Section 2.11.  Temporary Securities...........................................15

                                   ARTICLE 3
             COVENANTS OF THE ISSUER, THE GUARANTOR AND THE TRUSTEE

Section 3.01.  Payment of Principal and Interest..............................15
Section 3.02.  Offices for Payments, etc......................................16
Section 3.03.  Appointment to Fill a Vacancy in Office of Trustee.............16
Section 3.04.  Paying Agents..................................................16
Section 3.05.  Certificates of the Issuer and the Guarantor...................17
Section 3.06.  Securityholders Lists..........................................18
Section 3.07.  Reports by the Issuer and the Guarantor........................18
Section 3.08.  Reports by the Trustee.........................................18

                                   ARTICLE 4
        REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT

Section 4.01.  Event of Default; Acceleration of Maturity, Waiver of Default..18
Section 4.02.  Collection of Indebtedness by Trustee; Trustee May Prove Debt..21
Section 4.03.  Application of Proceeds........................................24
Section 4.04.  Suits for Enforcement..........................................25
Section 4.05.  Restoration of Rights on Abandonment of Proceeding.............25
Section 4.06.  Limitations on Suits by Securityholder.........................25


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Section 4.07.  Unconditional Right of Securityholders to Institute
               Certain Suits..................................................26
Section 4.08.  Powers and Remedies Cumulative; Delay or Omission Not
               Waiver of Default..............................................26
Section 4.09.  Control by Securityholders.....................................26
Section 4.10.  Waiver of Past Defaults........................................27
Section 4.11.  Trustee to Give Notice of Default, But May Withhold in
               Certain Circumstances..........................................27
Section 4.12.  Right of Court to Require Filing of Undertaking to Pay Costs...28

                                   ARTICLE 5
                             CONCERNING THE TRUSTEE

Section 5.01.  Duties and Responsibilities of the Trustee; During Default;
               Prior to Default...............................................28
Section 5.02.  Certain Rights of the Trustee..................................30
Section 5.03.  Trustee Not Responsible for Recitals, Disposition of
               Securities or Application of Proceeds Thereof..................31
Section 5.04.  Trustee and Agents May Hold Securities; Collections, etc.......31
Section 5.05.  Moneys Held by Trustee.........................................31
Section 5.06.  Compensation and Indemnification of Trustee and
               its Prior Claim................................................32
Section 5.07.  Right of Trustee to Reply on Officers' Certificate, etc........32
Section 5.08.  Persons Eligible for Appointment as Trustee....................33
Section 5.09.  Resignation and Removal; Appointment of Successor Trustee......33
Section 5.10.  Acceptance of Appointment By Successor Trustee.................34
Section 5.11.  Merger, Conversion, Consolidation or Succession to
               Business of Trustee............................................35

                                   ARTICLE 6
                         CONCERNING THE SECURITYHOLDERS

Section 6.01.  Evidence of Action Taken by Securityholders....................36
Section 6.02.  Proof of Execution of Instruments and of Holding of
               Securities; Record Date........................................36
Section 6.03.  Holders to be Treated as Owners................................37
Section 6.04.  Securities Owned by Issuer Deemed Not Outstanding..............37
Section 6.05.  Right of Revocation of Action Taken............................37

                                   ARTICLE 7
                            SUPPLEMENTAL INDENTURES

Section 7.01.  Supplemental Indentures Without Consent of Securityholders.....38
Section 7.02.  Supplemental Indentures With Consent of Securityholders........39
Section 7.03.  Effect of Supplemental Indenture...............................41
Section 7.04.  Documents to Be Given to Trustee...............................41


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Section 7.05.  Notation On Securities In Respect Of Supplemental
               Indentures.....................................................42

                                   ARTICLE 8
                   CONSOLIDATION, MERGER, SALE OR CONVEYANCE

Section 8.01.  Issuer May Consolidate, etc.,..................................42
Section 8.02.  Successor Substituted for the Issuer...........................42
Section 8.03.  Guarantor May Consolidate, etc., on Certain Terms..............43
Section 8.04.  Successor Substituted For The Guarantor........................43
Section 8.05.  Opinion of Counsel to Trustee..................................43

                                   ARTICLE 9
           SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS

Section 9.01.  Satisfaction and Discharge of Indenture........................44
Section 9.02.  Application by Trustee of Funds Deposited for
               Payment of Securities..........................................48
Section 9.03.  Repayment of Moneys Held by Paying Agent.......................48
Section 9.04.  Return of Moneys Held by Trustee and Paying Agent
               Unclaimed for Two Years........................................48

                                   ARTICLE 10
                            MISCELLANEOUS PROVISIONS

Section 10.01.  Incorporators, Stockholders, Members, Officers and
                Directors of Issuer Exempt from Individual Liability..........49
Section 10.02.  Provisions of Indenture for the Sole Benefit of Parties
                and Securityholders...........................................49
Section 10.03.  Successors and Assigns of Issuer and Guarantor
                Bound by Indenture............................................49
Section 10.04.  Notices and Demands on Issuer, Trustee and Securityholders....49
Section 10.05.  Officers' Certificates and Opinions of Counsel; Statements
                to be Contained Therein.......................................50
Section 10.06.  Payments Due on Saturdays, Sundays and Holidays...............51
Section 10.07.  Conflict of any Provision of Indenture with Trust
                Indenture Act of 1939.........................................51
Section 10.08.  New York Law to Govern........................................52
Section 10.09.  Counterparts..................................................52
Section 10.10.  Effect of Headings............................................52
Section 10.11.  Securities in a Non-U.S. Currency.............................52
Section 10.12.  Submission to Jurisdiction....................................53
Section 10.13.  Judgment Currency.............................................53


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                                   ARTICLE 11
                   REDEMPTION OF SECURITIES AND SINKING FUNDS

Section 11.01.  Applicability Of Article......................................54
Section 11.02.  Notice Of Redemption; Partial Redemptions.....................54
Section 11.03.  Payment of Securities Called for Redemption...................55
Section 11.04.  Exclusion of Certain Securities from Eligibility
                for Selection for Redemption..................................56
Section 11.05.  Mandatory and Optional Sinking Funds..........................56

                                   ARTICLE 12
                            GUARANTEE AND INDEMNITY

Section 12.01.  The Guarantee.................................................59
Section 12.02.  Net Payments..................................................59
Section 12.03.  Guarantee Unconditional, etc..................................61
Section 12.04.  Reinstatement.................................................62
Section 12.05.  Subrogation...................................................62
Section 12.06.  Indemnity.....................................................62
Section 12.07.  Assumption by Guarantor.......................................63


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     THIS INDENTURE, dated as of __________, _____ between ABN AMRO BANK N.V.,
a public limited liability company incorporated under the laws of The
Netherlands (the "Issuer"), ABN AMRO HOLDING N.V., a public limited liability
company incorporated under the laws of The Netherlands (the "Guarantor")and
[_____], (the "Trustee"),

                              W I T N E S S E T H:

     WHEREAS, the Issuer has duly authorized the issue from time to time of its
unsecured 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 to provide, among other things, for the authentication, delivery
and administration thereof, the Issuer has duly authorized the execution and
delivery of this Indenture;

     WHEREAS, for value received, the Guarantor has duly authorized the
execution and delivery of this Indenture to provide for the issuance of the
Guarantee and the indemnity provided for herein. All things necessary to make
this Indenture a valid agreement of the Guarantor, in accordance with its
terms, have been done; and

     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 Issuer, the Guarantor 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 1
                                  DEFINITIONS

     Section 1.01. Certain Terms Defined. The following terms (except as
otherwise expressly provided herein or in any indenture supplemental hereto, or
unless the context otherwise clearly requires) for all purposes of this
Indenture and of any indenture supplemental hereto shall have the respective
meanings specified in this Section. All other terms used in this Indenture that
are defined in the Trust Indenture Act of 1939 or the definitions of which in
the Securities Act of 1933 are referred to in the Trust Indenture Act of 1939,
including terms defined therein by reference to the Securities Act of 1933
(except as herein otherwise expressly provided or unless the context otherwise
clearly requires), shall have the meanings assigned to such terms in said Trust
Indenture Act and in said Securities Act as in


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force at the date of this Indenture. 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 at the time of any computation. 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
terms defined in this Article have the meanings assigned to them in this
Article and include the plural as well as the singular.

     "Authorized Agent" shall have the meaning set forth in Section 10.12.

     "Bearer Security" means any Security other than a Registered Security.

     "Board" means either the Managing Board of the Issuer or any committee of
such Board duly authorized to act hereunder.

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

     "Business Day" means, with respect to any Security, a day that in the city
(or in any of the cities, if more than one) in which amounts are payable, as
specified in the form of such Security, is not a day on which banking
institutions are authorized 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, 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, then the body performing such duties on such date.

     "Corporate Trust Office" means the office of the Trustee at which the
corporate trust business of the Trustee shall, at any particular time, be
principally administered, which office is, at the date as of which this
Indenture is dated, located at [___].

     "Depositary" means, with respect to the Securities of any series issuable
or issued in the form of one or more Registered Global Securities, the Person
designated as Depositary by the Issuer pursuant to Section 2.03 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 Registered
Global Securities of that series.


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

     "Event of Default" means any event or condition specified as such in
Section 4.01.

     "Guarantee" means the unconditional guarantee of the payment of the
principal of, any premium or interest on, and any additional amounts with
respect to the Securities by the Guarantor, as more fully set forth in Article
12.

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

     "Guarantor's Board of Directors" means the Managing Board of the Guarantor
or any committee of that board duly authorized to act generally or in any
particular respect for the Guarantor hereunder.

     "Guarantor's Board Resolution" means a copy of one or more resolutions,
certified by the Secretary or an Assistant Secretary of the Guarantor to have
been duly adopted by the Guarantor's Board of Directors and to be in full force
and effect on the date of such certification, delivered to the Trustee.

     "Guarantor's Officers' Certificate" means a certificate signed by any two
duly authorized signatories of the Guarantor acting together, that complies
with the requirements of Section 314(e) of the Trust Indenture Act and is
delivered to the Trustee.

     "Holder", "holder of Securities", "Securityholder" or other similar terms
mean the registered holder of any Security.

     "Indenture" means this instrument as originally executed and delivered or,
if amended or supplemented as herein provided, as so amended or supplemented or
both, 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, interest payable after maturity.

     "Issuer" means (except as otherwise provided in Article 5) ABN AMRO Bank
N.V., a public limited liability company incorporated under the laws of The
Netherlands, and, subject to Article 8, its successors and assigns.

     "Judgment Currency" shall have the meaning set forth in Section 10.13.


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     "New York Banking Day" shall have the meaning set forth in Section 10.13.

     "Non-U.S. Currency" means a currency issued by the government of a country
other than the United States (or any currency unit comprised of any such
currencies).

     "Officers' Certificate" means a certificate (i) signed by any two officers
of the Issuer authorized by the Board to execute any such certificate and (ii)
delivered to the Trustee. Each such certificate shall comply with Section 314
of the Trust Indenture Act of 1939 and include the statements provided for in
Section 10.05.

     "Opinion of Counsel" means an opinion in writing signed by 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 comply with Section 314 of
the Trust Indenture Act of 1939 and include the statements provided for in
Section 10.05, if and to the extent required hereby.

     "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 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 Section 4.01.

     "Outstanding", when used with reference to Securities, shall, subject to
the provisions of Section 6.04, 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, or portions thereof, for the payment or redemption of
which moneys 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 in substitution for which other Securities shall have been
authenticated and delivered, or which shall have been paid, pursuant to the
terms of Section 2.09 (except with respect to any such Security as to which
proof


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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 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 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 4.01.

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

     "Principal" whenever used with reference to the Securities or any Security
or any portion thereof, shall be deemed to include "and premium, if any".

     "Registered Global Security", means a Security evidencing all or a part of
a series of Registered Securities, issued to the Depositary for such series in
accordance with Section 2.03, and bearing the legend prescribed by the
applicable supplemental indenture.

     "Registered Security" means any Security registered on the Security
register of the Issuer.

     "Required Currency" shall have the meaning set forth in Section 10.13.

     "Responsible Officer" when used with respect to the Trustee means the
chairman of the board of directors, any vice chairman of the board of
directors, the chairman of the trust committee, the chairman of the executive
committee, any vice chairman of the executive committee, the president, any
vice president, the cashier, the secretary, the treasurer, any trust officer,
any assistant trust officer, any assistant vice president, any assistant
cashier, any assistant secretary, any assistant treasurer, or any other officer
or assistant officer of the Trustee customarily performing functions similar to
those performed by the persons who at the time shall be such officers,
respectively, or to whom any corporate trust matter is referred because of his
knowledge of and familiarity with the particular subject.

     "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 under this Indenture.

     "Trustee" means the Person identified as "Trustee" in the first paragraph
hereof and, subject to the provisions of Article 5, shall also include any
successor trustee.


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     "Trust Indenture Act of 1939" (except as otherwise provided in Sections
7.01 and 7.02) means the Trust Indenture Act of 1939 as in force at the date as
of which this Indenture was originally executed.

     "U.S. Government Obligations" shall have the meaning set forth in Section
9.01.

     "vice president" when used with respect to the Issuer or the Trustee,
means any vice president, whether or not designated by a number or a word or
words added before or after the title of "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
accepted financial practice.

                                   ARTICLE 2
                                   SECURITIES

     Section 2.01. 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 a resolution of the Board 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, 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 the Securities.

     The definitive Securities shall be printed or lithographed on security
printed paper 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 2.02. Form of Trustee's Certification of Authentication. The
Trustee's certificate of authentication on all Securities shall be in
substantially the following form:

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

                                                -----------------
                                               as Trustee


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                                            By:
                                               ------------------
                                               Authorized Officer

     Section 2.03. 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 unless provided for
otherwise in an indenture supplemental hereto, each such series shall rank
equally and pari passu with all other unsecured and unsubordinated debt of the
Issuer. There shall be established in or pursuant to a resolution of the Board
and set forth in an Officers' Certificate, or established in one or more
indentures supplemental hereto, prior to the issuance of Securities of any
series,

     (a) the designation of the Securities of the series (which shall
distinguish the Securities of the series from all other Securities);

     (b) 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
2.08, 2.09, 2.11 or 11.03);

     (c) if other than Dollars, the coin or currency in which the Securities of
that series are denominated (including, but not limited to, any Non-U.S.
Currency);

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

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

     (f) the place or places where the principal of and any interest on
Securities of the series shall be payable (if other than as provided in Section
3.02);

     (g) the price or prices at which, the period or periods within which and
the terms and conditions upon which Securities of the series may be redeemed,
in whole or in part, at the option of the Issuer, pursuant to any sinking fund
or otherwise;


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     (h) the obligation, if any, of the Issuer to redeem, purchase or repay
Securities of the series pursuant to any mandatory redemption sinking fund or
analogous provisions or at the option of a Holder thereof and the price or
prices at which and the period or periods within which and the terms and
conditions upon which Securities of the series shall be redeemed, purchased or
repaid, in whole or in part, pursuant to such obligation;

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

     (j) if other than the principal amount thereof, the portion of the
principal amount of Securities of the series which shall be payable upon
declaration of acceleration of the maturity thereof pursuant to Section 4.01 or
provable in bankruptcy pursuant to Section 4.02;

     (k) if other than the coin or currency in which the Securities of that
series are denominated, the coin or currency in which payment of the principal
of or interest on the Securities of such series shall be payable;

     (l) if the principal of or interest on the Securities of such series are
to be payable, at the election of the Issuer or a Holder thereof, in a coin or
currency other than that in which the Securities are denominated, the period or
periods within which, and the terms and conditions upon which, such election
may be made;

     (m) if the amount of payments of principal of and interest on the
Securities of the series may be determined with reference to an index based on
a coin or currency other than that in which the Securities of the series are
denominated, or with reference to any currencies, securities or baskets of
securities, commodities or indices, the manner in which such amounts shall be
determined;

     (n) if the Holders of the Securities of the series may convert or exchange
the Securities of the series into or for securities of the Issuer or of other
entities or other property (or the cash value thereof), the specific terms of
and period during which such conversion or exchange may be made;

     (o) whether the Securities of the series will be issuable as Registered
Securities (and if so, whether such Securities will be issuable as Registered
Global Securities) or Bearer Securities, or any combination of the foregoing,
any restrictions applicable to the offer, sale, transfer, exchange or delivery
of Bearer Securities or Registered Securities or the payment of interest
thereon and, if other than as provided herein, the terms upon which Bearer
Securities of any series may be exchanged for Registered Securities of such
series and vice versa;


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     (p) whether and under what circumstances the Issuer will pay additional
amounts on the Securities of the series held by a Person who is not a U.S.
Person in respect of any tax, assessment or governmental charge withheld or
deducted and, if so, whether the Issuer will have the option to redeem such
Securities rather than pay such additional amounts;

     (q) 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;

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

     (s) any applicable United States federal income tax consequences and
Netherlands income tax consequences, including, but not limited to: whether and
under what circumstances the Issuer will pay additional amounts on Securities
for any tax, assessment or governmental charge withheld or deducted and, if so,
whether it will have the option to redeem those Securities rather than pay the
additional amounts; tax considerations applicable to any discounted Securities
or to Securities issued at par that are treated as having been issued at a
discount for United States federal income tax purposes; and tax considerations
applicable to any Securities denominated and payable in foreign currencies;

     (t) whether certain payments on the Securities will be guaranteed under a
financial insurance guaranty policy and the terms of that guaranty;

     (u) any applicable selling restrictions;

     (v) any other events of default, modifications or elimination of any
acceleration rights, or covenants with respect to the Securities of such series
and any terms required by or advisable under applicable laws or regulations,
including laws and regulations relating attributes required for the Securities
to be afforded certain capital treatment for bank regulatory or other purposes;
and

     (w) 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 in or pursuant to
such resolution of the Board or 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 or in any such indenture
supplemental hereto.

     Section 2.04. Authentication and Delivery of Securities. At any time and
from time to time after the execution and delivery of this Indenture, the
Issuer may


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deliver Securities of any series executed by the Issuer to the Trustee for
authentication, and the Trustee shall thereupon authenticate and deliver such
Securities to or upon the written order of the Issuer, signed by any two
officers of the Issuer authorized by the Board to execute any such order,
without any further action by the Issuer. 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 5.01) shall be fully protected in relying upon:

     (a) a certified copy of any resolution or resolutions of the Board
authorizing the action taken pursuant to the resolution or resolutions
delivered under clause 2.04(b) below;

     (b) a copy of any resolution or resolutions of the Board relating to such
series, in each case certified by the Secretary or an Assistant Secretary of
the Issuer;

     (c) an executed supplemental indenture, if any;

     (d) an Officers' Certificate setting forth the form and terms of the
Securities as required pursuant to Section 2.01 and 2.03, respectively and
prepared in accordance with Section 10.05;

     (e) an Opinion of Counsel, prepared in accordance with Section 10.05, to
the effect that

          (i) that the form or forms and terms of such Securities have been
     established by or pursuant to a resolution of the Board or by a
     supplemental indenture as permitted by Section 2.01 and 2.03 in conformity
     with the provisions of this Indenture;

          (ii) that such Securities, when authenticated and delivered by the
     Trustee and issued by the Issuer in the manner and subject to any
     conditions specified in such Opinion of Counsel, will constitute valid and
     binding obligations of the Issuer;

          (iii) that all laws and requirements in respect of the execution and
     delivery by the Issuer of the Securities have been complied with; and

          (iv) covering such other matters as the Trustee may reasonably
     request.

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


                                      10
<PAGE>


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.

     Section 2.05. Execution of Securities. The Securities shall be signed on
behalf of the Issuer by any two officers of the Issuer authorized by the Board
to execute such Securities, which Securities may, but need not, be attested.
Such signatures may be the manual or facsimile signatures of the present or any
future such officers. Typographical and other minor errors or defects in any
such reproduction of the 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 2.06. Certificate of Authorization. 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 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 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. Section
2.07. Denomination and Date of Securities; Payments of Interest. The Securities
shall be issuable as registered securities without coupons and in denominations
as shall be specified as contemplated by Section 2.03. In the absence of any
such specification with respect to the Securities of any series, the Securities
of such series shall be issuable in denominations of $1,000 and any multiple
thereof. The Securities 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, shall bear
interest, if any, from the date and shall be payable on the dates, in each
case, which shall be specified as contemplated by Section 2.03.


                                      11
<PAGE>


     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 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. The term "record date" as used with respect to any
interest payment date (except a date for payment of defaulted interest) shall
mean the date specified as such in the terms of the Securities of any
particular series, or, if no such date is so specified, 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 2.08. Regulation, Transfer and Exchange. The Issuer will keep or
cause to be kept at each office or agency to be maintained for the purpose as
provided in Section 3.02 a register or registers in which, subject to such
reasonable regulations as it may prescribe, it will register, and will register
the transfer of, Securities as in this Article provided. 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 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 3.02, 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 in authorized denominations for a
like aggregate principal amount.

     Any Security or Securities of any series may be exchanged for a Security
or Securities of the same series in other authorized denominations, in an equal
aggregate principal amount. Securities of any series to be exchanged shall be
surrendered at any office or agency to be maintained by the Issuer for the
purpose as provided in Section 3.02, and the Issuer shall execute and the
Trustee shall authenticate and deliver in exchange therefor the Security or
Securities of the same series which the Securityholder making the exchange
shall be entitled to receive, bearing numbers not contemporaneously
outstanding.


                                      12
<PAGE>


     All Securities presented for registration of transfer, exchange,
redemption or payment 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.

     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 exchange
or registration of transfer of Securities. No service charge shall be made for
any such transaction.

     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 of notice of redemption of Securities of such series to be redeemed, or
(b) any Securities selected, called or being called for redemption except, in
the case of any Security where notice has been given that such Security is to
be redeemed in part, the portion thereof not so to be redeemed.

     All Securities issued upon any transfer or exchange of Securities shall be
valid obligations of the Issuer and the Guarantor, respectively, evidencing the
same debt, and entitled to the same benefits under this Indenture, as the
Securities surrendered upon such transfer or exchange.

     Section 2.09. 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 any officer of the Issuer, the Trustee shall
authenticate and deliver, a new Security of the same series, bearing a number
not contemporaneously outstanding, in exchange and substitution for the
mutilated or defaced Security, or in lieu of and substitution for the Security
so destroyed, lost or stolen. In every case the applicant for a substitute
Security shall furnish to the Issuer, the Guarantor and to the Trustee and any
agent of the Issuer, the Guarantor or the Trustee such security or indemnity as
may be required by them to indemnify and defend and to save each of them
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 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


                                      13
<PAGE>


(without surrender thereof except in the case of a mutilated or defaced
Security), if the applicant for such payment shall furnish to the Issuer, the
Guarantor and the Trustee and any agent of the Issuer, the Guarantor or the
Trustee such security or indemnity as any of them may require to save each of
them harmless, and, in every case of destruction, loss or theft, the applicant
shall also furnish to the Issuer, the Guarantor and the Trustee and any agent
of the Issuer, the Guarantor or the Trustee evidence to their 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
and the Guarantor, 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 or 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. 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, shall be delivered to
the Trustee 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 destroy canceled Securities held by it and deliver a certificate of
destruction to the Issuer. If the Issuer, the Guarantor or an agent of either
of them 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 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 as registered Securities without coupons, of 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


                                      14
<PAGE>


by the Issuer with the concurrence of the Trustee. Temporary Securities may
contain such reference 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 3.02, and the
Trustee shall authenticate and deliver in exchange for such temporary
Securities of such series a like aggregate principal amount of definitive
Securities of the same series of 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 2.03.

                                   ARTICLE 3
             COVENANTS OF THE ISSUER, THE GUARANTOR AND THE TRUSTEE

     Section 3.01. Payment of Principal and Interest. The Issuer covenants and
agrees for the benefit of each series of Securities that it will duly and
punctually pay or cause to be paid the principal of, and interest on, each of
the Securities of such series (together with any additional amounts payable
pursuant to the terms of such Securities) at the place or places, at the
respective times and in the manner provided in such Securities. Subject to any
other provisions that may be established pursuant to Section 2.03, the interest
on Securities (together with any additional amounts payable pursuant to the
terms of such Securities) shall be payable only to or upon the written order of
the Holders thereof and, at the option of the Issuer, may be paid by wire
transfer or by mailing checks for such interest payable to or upon the written
order of such Holders at their last addresses as they appear on the registry
books of the Issuer.

     Section 3.02. Offices for Payments, etc. So long as any of the Securities
remain outstanding, the Issuer and the Guarantor will maintain in the Borough
of Manhattan, The City of New York, the following for each series: an office or
agency (a) where the Securities may be presented for payment, (b) where the
Securities may be presented for registration of transfer and for exchange as in
this Indenture provided and (c) where notices and demands to or upon the Issuer
in respect of the Securities or of this Indenture may be served. The Issuer and
the Guarantor will give to the Trustee written notice of the location of any
such office or agency and of any change of location thereof. Unless otherwise
specified in accordance with Section 2.03, the Issuer hereby initially
designates the Corporate Trust Office of the Trustee, as the office to be
maintained by it for each such purpose. In case the Issuer or the Guarantor
shall fail to so designate or maintain


                                      15
<PAGE>


any such office or agency or shall fail to give such notice of the location or
of any change in the location thereof, presentations and demands may be made
and notices may be served at the Corporate Trust Office.

     The Issuer and the Guarantor may from time to time designate one or more
additional offices or agencies where the Securities of a series may be
presented for payment, where the Securities of that series may be presented for
exchange as provided in this Indenture and pursuant to Section 2.03 and where
the Securities of that series may be presented for registration of transfer as
provided in this Indenture, and the Issuer and the Guarantor may from time to
time rescind any such designation, as the Issuer and the Guarantor may deem
desirable or expedient; provided, however, that no such designation or
rescission shall in any manner relieve the Issuer of its obligation to maintain
the agencies provided for in this Section. The Issuer and the Guarantor will
give to the Trustee prompt written notice of any such designation or rescission
thereof.

     Section 3.03. Appointment to Fill a Vacancy in Office of Trustee. The
Issuer or the Guarantor, whenever necessary to avoid or fill a vacancy in the
office of Trustee, will appoint, in the manner provided in Section 5.09, a
Trustee, so that there shall at all times be a Trustee with respect to each
series of Securities hereunder.

     Section 3.04. Paying Agents. Whenever the Issuer shall appoint a paying
agent other than the Trustee with respect to the Securities of any series, it
will cause such paying agent to execute and deliver to the Trustee an
instrument in which such agent shall agree with the Trustee, subject to the
provisions of this Section,

     (a) that it will hold all sums received by it as such agent for the
payment of the principal of or interest on the Securities of such series
(whether such sums have been paid to it by the Issuer, the Guarantor or by any
other obligor on the Securities of such series) in trust for the benefit of the
holders of the Securities of such series or of the Trustee,

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

     (c) that it will pay any such sums so held in trust by it to the Trustee
upon the Trustee's written request at any time during the continuance of the
failure referred to in clause 3.04(b) above.

     The Issuer or the Guarantor will, on or prior to each due date of the
principal of or interest on the Securities of such series, deposit with the
paying agent a sum sufficient to pay such principal or interest so becoming
due, and


                                      16
<PAGE>


(unless such paying agent is the Trustee) the Issuer or the Guarantor will
promptly notify the Trustee of any failure to take such action.

     If the Issuer shall act as its own paying agent, or if the Guarantor shall
act as paying agent, with respect to the Securities of any Series, it will, on
or before each due date of the principal of or interest on the Securities of
such series, set aside, segregate and hold in trust for the benefit of the
holders of the Securities of such series a sum sufficient to pay such principal
or interest so becoming due. The Issuer will promptly notify the Trustee of any
failure to take such action.

     Anything in this section to the contrary notwithstanding, the Issuer or
the Guarantor may at any time, for the purpose of obtaining a satisfaction and
discharge with respect to one or more or all series of Securities hereunder, or
for any other reason, pay or cause to be paid to the Trustee all sums held in
trust for any such series by the Issuer, the Guarantor or any paying agent
hereunder, as required by this Section, such sums to be held by the Trustee
upon the trusts herein contained.

     Anything in this section to the contrary notwithstanding, the agreement to
hold sums in trust as provided in this section is subject to the provisions of
Section 9.03 and 9.04.

     Section 3.05. Certificates of the Issuer and the Guarantor. Each of the
Issuer and the Guarantor will furnish to the Trustee on or before [__] in each
year (beginning with [__]) a brief certificate (which need not comply with
Section 10.05) from the principal executive, financial or accounting officer of
the Issuer or the Guarantor, as the case may be, as to his or her knowledge of
the Issuer's or the Guarantor's compliance with all conditions and covenants
under the Indenture (such compliance to be determined without regard to any
period of grace or requirement of notice provided under the Indenture).

     Section 3.06. Securityholders Lists. If and so long as the Trustee shall
not be the Security registrar for the Securities of any series, each of the
Issuer and the Guarantor covenants and agrees that it 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 such
series pursuant to Section 312 of the Trust Indenture Act of 1939 (a)
semi-annually not more than 15 days after each record date for the payment of
interest on such Securities, as hereinabove specified, as of such record date
and on dates to be determined pursuant to Section 2.03 for non-interest bearing
securities in each year, and (b) at such other times as the Trustee may request
in writing, within thirty days after receipt by the Issuer of any such request
as of a date not more than 15 days prior to the time such information is
furnished.


                                      17
<PAGE>


     Section 3.07. Reports by the Issuer and the Guarantor. Each of the Issuer
and the Guarantor covenants to file with the Trustee, within 15 days after the
Issuer or the Guarantor, as the case may be, is required to file the same with
the Commission, copies of the annual reports and of the information, documents,
and other reports that the Issuer or the Guarantor may be required to file with
the Commission pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934.

     Section 3.08. Reports by the Trustee. Any Trustee's report required under
Section 313(a) of the Trust Indenture Act of 1939 shall be transmitted on or
before July 15 in each year following the date hereof, so long as any
Securities are outstanding hereunder, and shall be dated as of a date
convenient to the Trustee no more than 60 nor less than 45 days prior thereto.

                                   ARTICLE 4
        REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT

     Section 4.01. Event of Default; Acceleration of Maturity, Waiver of
Default. Unless otherwise established in accordance with Section 2.03 or by any
applicable supplemental indenture, "Event of Default" with respect to
Securities of any series wherever used herein, means each one of the following
events which shall have occurred and be continuing (whatever the reason for
such Event of Default and whether it shall be voluntary or involuntary or be
effected by operation of law or pursuant to any judgment, decree or order of
any court or any order, rule or regulation of any administrative or
governmental body):

     (a) default for more than 30 days in the payment of interest, premium or
principal in respect of the Securities; or

     (b) the failure to perform or observe any other obligations under the
Securities which failure continues for the period of 60 days next following
service on the Issuer and the Guarantor of notice requiring the same to be
remedied; or

     (c) the entry by a court having competent jurisdiction of:

          (i) a decree or order for relief in respect of the Issuer or the
     Guarantor in an involuntary proceeding under any applicable bankruptcy,
     insolvency, reorganization law (including Chapter X of the Act of the
     Supervision of the Credit System (Wet toezicht kredietwezen 1992) of the
     Netherlands) (other than a reorganization under a foreign law that does
     not relate to insolvency) or other similar law and such decree or order
     shall remain unstayed and in effect for a period of 60 consecutive days;
     or


                                      18
<PAGE>


          (ii) a decree or order adjudging the Issuer or the Guarantor to be
     insolvent, or approving a petition seeking reorganization (other than a
     reorganization under a foreign law that does not relate to insolvency),
     arrangement, adjustment or composition of the Issuer or the Guarantor and
     such decree or order shall remain unstayed and in effect for a period of
     60 consecutive days; or

          (iii) a final and non-appealable order appointing a custodian,
     receiver, liquidator, assignee, trustee or other similar official of the
     Issuer or the Guarantor of any substantial part of the property of the
     Issuer or the Guarantor or ordering the winding up or liquidation of the
     affairs of the Issuer or the Guarantor; or

     (d) the commencement by the Issuer or the Guarantor of a voluntary
proceeding under any applicable bankruptcy, insolvency, reorganization (other
than a reorganization under a foreign law that does not relate to insolvency)
or other similar law or of a voluntary proceeding seeking to be adjudicated
insolvent or the consent by the Issuer or the Guarantor to the entry of a
decree or order for relief in an involuntary proceeding under any applicable
bankruptcy, insolvency, reorganization or other similar law or to the
commencement of any insolvency proceedings against it, or the filing by the
Issuer or the Guarantor of a petition or answer or consent seeking
reorganization, arrangement, adjustment or composition of the Issuer or relief
under any applicable law, or the consent by the Issuer or the Guarantor to the
filing of such petition or to the appointment of or taking possession by a
custodian, receiver, liquidator, assignee, trustee or similar official of the
Issuer or the Guarantor or any substantial part of the property of the Issuer
or the Guarantor or the making by the Issuer or the Guarantor of an assignment
for the benefit of creditors, or the taking of corporate action, including the
passing of an effective resolution, by the Issuer or the Guarantor in
furtherance of any such action; or

     (e) any other Event of Default provided in the supplemental indenture or
resolution of the Board under which such series of Securities is issued or in
the form of Security for such series.

     Unless otherwise set forth in any applicable supplemental indenture, if an
Event of Default described in clauses 4.01(a), 4.01(b), or 4.01(e) above (if
the Event of Default under clauses 4.01(b) or 4.01(e) is with respect to less
than all series of Securities then Outstanding) occurs and is continuing, then,
and in each and every such case, except for any series the principal of which
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 all series
affected thereby then Outstanding hereunder (treated as one class) by notice in
writing to the Issuer (and


                                      19
<PAGE>


to the Trustee if given by Securityholders), may declare the entire principal
(or, if the Securities of any such affected series are Original Issue Discount
Securities, such portion of the principal amount as may be specified in the
terms of such series) of all Securities of such affected series and the
interest accrued thereon, if any, to be due and payable immediately, and upon
any such declaration the same shall become immediately due and payable. Unless
otherwise set forth in any applicable supplemental indenture, if an Event of
Default described in clauses 4.01(b) or 4.01(e) (if the Event of Default under
clauses 4.01(b) or 4.01(e) is with respect to all series of Securities at the
time Outstanding) occurs and is continuing, then and in each and every such
case, unless the principal of all the Securities shall have already become due
and payable, either the Trustee or the holders of not less than 25% in
aggregate principal amount of all the then Outstanding Securities hereunder
(treated as one class) for which any applicable supplemental indenture does not
prevent acceleration under the relevant circumstances, by notice in writing to
the Issuer and the Guarantor (and to the Trustee if given by Securityholders),
may declare the entire principal (or, if any Securities are Original Issue
Discount Securities, such portion of the principal as may be specified in the
terms thereof) of all the Securities then Outstanding and interest accrued
thereon, if any, to be due and payable immediately, and upon any such
declaration the same shall become immediately due and payable. Unless otherwise
set forth in any applicable supplemental indenture, if an Event of Default
described in clauses 4.01(c) or 4.01(d), then the principal and accrued and
unpaid interest, and premium of any, with respect to any Securities then
Outstanding shall ipso facto become and be immediately due and payable without
any declaration or other act on the part of the Trustee or any Holder.

     The foregoing provisions, however, are subject to the condition that if,
at any time after the principal (or, if the Securities are Original Issue
Discount Securities, such portion of the principal as may be specified in the
terms thereof) of the Securities of any series (or of all the Securities, as
the case may be) 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 or the Guarantor shall pay or
shall deposit with the Trustee a sum sufficient to pay all matured installments
of interest upon all the Securities of such series (or of all the Securities,
as the case may be) and the principal of any and all Securities of such series
(or of all the Securities, as the case may be) which shall have become due
otherwise than by acceleration (with interest upon such principal and, to the
extent that payment of such interest is enforceable under applicable law, on
overdue installments of interest, at the same rate as the rate of interest or
Yield to Maturity (in the case of Original Issue Discount Securities) specified
in the Securities of such series (or at the respective rates of interest or
Yields to Maturity of all the Securities, as the case may be) to the date of
such payment or deposit) and such amount as shall be sufficient to cover
reasonable compensation to the Trustee, its agents, attorneys and counsel, and
all other expenses and liabilities incurred, and


                                      20
<PAGE>


all advances made, by the Trustee except as a result of negligence or bad
faith, and if any and all Events of Default under the Indenture, other than the
non-payment of the principal of Securities which shall have become due by
acceleration, shall have been cured, waived or otherwise remedied as provided
herein--then and in every such case the holders of a majority in aggregate
principal amount of all the Securities of each such series (or of all the
Securities, as the case may be), then Outstanding (in each case treated as one
class), by written notice to the Issuer, the Guarantor and to the Trustee, may
waive all defaults with respect to each such series (or with respect to all the
Securities, as the case may be) and rescind and annul such declaration and its
consequences, but no such waiver or rescission and annulment shall extend to or
shall affect any subsequent default or shall impair any right consequent
thereon.

     For all purposes under this Indenture, if a portion of the principal of
any Original Issue Discount Securities shall have been accelerated and declared
due and payable pursuant to the provisions hereof, then, from and after such
declaration, unless such declaration has been rescinded and annulled, the
principal amount of such Original Issue Discount Securities shall be deemed,
for all purposes hereunder, to be such portion of the principal thereof as
shall be due and payable as a result of such acceleration, and payment of such
portion of the principal thereof as shall be due and payable as a result of
such acceleration, together with interest, if any, thereon and all other
amounts owing thereunder, shall constitute payment in full of such Original
Issue Discount Securities.

     Section 4.02. Collection of Indebtedness by Trustee; Trustee May Prove
Debt. Each of the Issuer and the Guarantor covenants that (a) in case default
shall be made in the payment of any installment of interest on any of the
Securities of any series when such interest shall have become due and payable,
and such default shall have continued for a period of 30 days or (b) in case
default shall be made in the payment of all or any part of the principal of any
of the Securities of any series when the same shall have become due and
payable, whether upon maturity of the Securities of such series or upon any
redemption or by declaration or otherwise--then upon demand of the Trustee, the
Issuer or the Guarantor, as the case may be, will pay to the Trustee for the
benefit of the Holders of the Securities of such series the whole amount that
then shall have become due and payable on all Securities of series for
principal or interest, as the case may be (with interest to the date of such
payment upon the overdue principal and, to the extent that payment of such
interest is enforceable under applicable law, on overdue installments of
interest at the same rate as the rate of interest or Yield to Maturity (in the
case of Original Issue Discount Securities) specified in 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 reasonable compensation
to the Trustee and each predecessor Trustee, their respective agents, attorneys
and counsel, and any expenses and liabilities incurred, and all advances made,
by the Trustee and each predecessor Trustee except as a result of its
negligence or bad faith.


                                      21
<PAGE>


     Until such demand is made by the Trustee, the Issuer or the Guarantor, as
the case may be, may pay the principal of and interest on the Securities of any
series to the registered holders, whether or not the principal of and interest
on the Securities of such series be overdue.

     In case the Issuer or the Guarantor 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 action or
proceedings at law or in equity for the collection of the sums so due and
unpaid, and may prosecute any such action or proceedings to judgment or final
decree, and may enforce any such judgment or final decree against the Issuer or
the Guarantor or other obligor upon such Securities and collect in the manner
provided by law out of the property of the Issuer or the Guarantor or other
obligor upon such Securities, wherever situated, the moneys adjudged or decreed
to be payable.

     In case there shall be pending proceedings relative to the Issuer or the
Guarantor or any other obligor upon the Securities under Title 11 of the United
States Code or any other applicable Federal or state bankruptcy, insolvency or
other similar law, or in case a receiver, assignee or trustee in bankruptcy or
reorganization, liquidator, sequestrator or similar official shall have been
appointed for or taken possession of the Issuer or the Guarantor or such other
obligor or the property of any of them, or in case of any other comparable
judicial proceedings relative to the Issuer or the Guarantor or other obligor
upon the Securities of any series, or to the creditors or property of the
Issuer or the Guarantor or such other obligor, the Trustee, irrespective of
whether the principal of any Securities 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, shall be entitled and empowered, by intervention in such proceedings
or otherwise:

          (a) to file and prove a claim or claims for the whole amount of
     principal and interest (or, if the Securities of any series are Original
     Issue Discount Securities, such portion of the principal amount as may be
     specified in the terms of such series) owing and unpaid in respect of the
     Securities of any series, and to file such other papers or documents as
     may be necessary or advisable in order to have the claims of the Trustee
     (including any claim for reasonable compensation to the Trustee and each
     predecessor Trustee, and their respective agents, attorneys and counsel,
     and for reimbursement of all expenses and liabilities incurred, and all
     advances made, by the Trustee and each predecessor Trustee, except as a
     result of negligence or bad faith) and of the Securityholders allowed in
     any judicial proceedings relative to the Issuer or the Guarantor or other
     obligor upon the Securities of any series, or to the creditors or property
     of the Issuer or the Guarantor or such other obligor,


                                      22
<PAGE>


          (b) unless prohibited by applicable law and regulations, to vote on
     behalf of the holders of the Securities of any series in any election of a
     trustee or a standby trustee in arrangement, reorganization, liquidation
     or other bankruptcy or insolvency proceedings or person performing similar
     functions in comparable proceedings, and

          (c) to collect and receive any moneys or other property payable or
     deliverable on any such claims, and to distribute all amounts received
     with respect to the claims of the Securityholders and of the Trustee on
     their behalf; and any trustee, receiver, or liquidator, custodian or other
     similar official is hereby authorized by each of the Securityholders to
     make payments to the Trustee, and, in the event that the Trustee shall
     consent to the making of payments directly to the Securityholders, to pay
     to the Trustee such amounts as shall be sufficient to cover reasonable
     compensation to the Trustee, each predecessor Trustee and their respective
     agents, attorneys and counsel, and all other expenses and liabilities
     incurred, and all advances made, by the Trustee and each predecessor
     Trustee except as a result of negligence or bad faith.

     Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or vote for or accept or adopt on behalf of any
Securityholder any plan or reorganization, arrangement, adjustment or
composition affecting the Securities of any series or the rights of any Holder
thereof, or to authorize the Trustee to vote in respect of the claim of any
Securityholder in any such proceeding except, as aforesaid, to vote for the
election of a trustee in bankruptcy or similar person.

     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 on any trial or
other proceedings relative thereto, and any such action or proceedings
instituted by the Trustee shall be brought in its own name as trustee of an
express trust, and any recovery of judgment, subject to the payment of the
expenses, disbursements and compensation of the Trustee, each predecessor
Trustee and their respective agents and attorneys, shall be for the ratable
benefit of the holders of the Securities in respect of which such action was
taken.

     In any proceedings brought by the Trustee (and also any proceedings
involving the interpretation of any provision of this Indenture to which the
Trustee shall be a party) the Trustee shall be held to represent all the
holders of the Securities in respect to which such action was taken, and it
shall not be necessary to make any holders of such Securities parties to any
such proceedings.

     Section 4.03. Application of Proceeds. Any moneys collected by the Trustee
pursuant to this Article in respect of any series shall be applied in the


                                      23
<PAGE>


following order at the date or dates fixed by the Trustee and, in case of the
distribution of such moneys on account of principal or interest, upon
presentation of the several Securities in respect of which monies have been
collected and stamping (or otherwise noting) thereon the payment, or issuing
Securities of such series in reduced principal amounts in exchange for the
presented Securities of like series if only partially paid, or upon surrender
thereof if fully paid:

          FIRST: To the payment of costs and expenses applicable to such series
     in respect of which monies have been collected, including reasonable
     compensation to the Trustee and each predecessor Trustee and their
     respective agents and attorneys and of all expenses and liabilities
     incurred, and all advances made, by the Trustee and each predecessor
     Trustee except as a result of negligence or bad faith;

          SECOND: In case the principal of the Securities of such series in
     respect of which moneys have been collected shall not have become and be
     then due and payable, to the payment of interest on the Securities of such
     series in default in the order of the maturity of the installments of such
     interest, with interest (to the extent that such interest has been
     collected by the Trustee) upon the overdue installments of interest at the
     same rate as the rate of interest or Yield to Maturity (in the case of
     Original Issue Discount Securities) specified in such Securities, such
     payments to be made ratably to the persons entitled thereto, without
     discrimination or preference;

          THIRD: In case the principal of the Securities of such series in
     respect of which moneys have been collected shall have become and shall be
     then due and payable, to the payment of the whole amount then owing and
     unpaid upon all the Securities of such series for principal and interest,
     with interest upon the overdue principal, and (to the extent that such
     interest has been collected by the Trustee) upon overdue installments of
     interest at the same rate as the rate of interest or Yield to Maturity (in
     the case of Original Issue Discount Securities) specified in the
     Securities of such series; and in case such moneys shall be insufficient
     to pay in full the whole amount so due and unpaid upon the Securities of
     such series, then to the payment of such principal and interest or Yield
     to Maturity, without preference or priority of principal over interest or
     Yield to Maturity, or of interest or Yield to Maturity over principal, or
     of any installment of interest over any other installment of interest, or
     of any Security of such series over any other Security of such series,
     ratably to the aggregate of such principal and accrued and unpaid interest
     or Yield to Maturity; and

          FOURTH: To the payment of the remainder, if any, to the Issuer or any
     other person lawfully entitled thereto.


                                      24
<PAGE>


     Section 4.04. Suits for Enforcement. In case an Event of Default has
occurred, has not been waived and is continuing, 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 at law or in
equity or 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 4.05. Restoration of Rights on Abandonment of Proceeding. In case
the Trustee shall have proceeded to enforce any right under this Indenture and
such proceedings shall have been discontinued or abandoned for any reason, or
shall have been determined adversely to the Trustee, then and in every such
case the Issuer, the Guarantor and the Trustee shall be restored respectively
to their former positions and rights hereunder, and all rights, remedies and
powers of the Issuer, the Guarantor and the Trustee and the Securityholders
shall continue as though no such proceedings had been taken.

     Section 4.06. Limitations on Suits by Securityholder. No holder of any
Security of any series shall have any right by virtue or by availing of any
provision of this Indenture to institute any action or proceeding at law or in
equity or in bankruptcy or otherwise upon or under or with respect to this
Indenture, or for the appointment of a trustee, receiver, liquidator, custodian
or other 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 also the Holders of
not less than 25% in aggregate principal amount of the Securities of each
affected series then Outstanding (treated as a single class) shall have made
written request upon the Trustee to institute such action or proceedings 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 failed to
institute any such action or proceeding and no direction inconsistent with such
written request shall have been given to the Trustee pursuant to Section 4.09;
it being understood and intended, and being expressly covenanted by the taker
and Holder of every Security with every other taker and Holder and the Trustee,
that no one or more Holders of Securities of any series shall have any right in
any manner whatever by virtue or by availing of any provision of this Indenture
to affect, disturb or prejudice the rights of any other such Holder of
Securities, or to obtain or seek to obtain priority over or preference to any
other such Holder or to enforce any right under this Indenture, except in the
manner herein provided and for the equal, ratable and common benefit of all
Holders of Securities of the applicable series. For the protection and
enforcement of the provisions of this Section, each and every


                                      25
<PAGE>


Securityholder and the Trustee shall be entitled to such relief as can be given
either at law or in equity.

     Section 4.07. Unconditional Right of Securityholders to Institute Certain
Suits. Notwithstanding any other provision in this Indenture and any provision
of any Security, the right of any Holder of any Security to receive payment of
the principal of and interest 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 4.08. Powers and Remedies Cumulative; Delay or Omission Not Waiver
of Default. Except as provided in Section 4.06, no right or remedy herein
conferred upon or reserved to the Trustee or to the Securityholders is intended
to be exclusive of any other right or remedy, and every right and remedy shall,
to the extent permitted by law, be cumulative and in addition to every other
right and remedy given hereunder or now or hereafter existing at law or in
equity or otherwise. The assertion or employment of any right or remedy
hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.

     No delay or omission of the Trustee or of any Securityholder to exercise
any right or power accruing upon any Event of Default occurring and continuing
as aforesaid shall impair any such right or power or shall be construed to be a
waiver of any such Event of Default or an acquiescence therein; and, subject to
Section 4.06, every power and remedy given by this Indenture 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 4.09. Control by Securityholders. The Holders of a majority in
aggregate principal amount of the Securities of each series affected (with all
such series voting as a single class) at the time 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 the Securities of such series by this Indenture;
provided that such direction shall not be otherwise than in accordance with law
and the provisions of this Indenture and provided further that (subject to the
provisions of Section 5.01) the Trustee shall have the right to decline to
follow any such direction if the Trustee, being advised by counsel, shall
determine that the action or proceeding so directed may not lawfully be taken
or if the Trustee in good faith by its board of directors, the executive
committee, or a trust committee of directors or Responsible Officers of the
Trustee shall determine that the action or proceedings so directed would
involve the Trustee in personal liability or if the Trustee in good faith shall
so determine that the actions or forebearances specified in or pursuant to such
direction would be unduly prejudicial to the interests of Holders of the
Securities of


                                      26
<PAGE>


all series so affected not joining in the giving of said direction, it being
understood that (subject to Section 5.01) the Trustee shall have no duty to
ascertain whether or not such actions or forebearances are unduly prejudicial
to such Holders.

     Nothing in this Indenture shall impair the right of the Trustee in its
discretion to take any action deemed proper by the Trustee and which is not
inconsistent with such direction or directions by Securityholders.

     Section 4.10. Waiver of Past Defaults. Prior to the acceleration of the
maturity of any Securities as provided in Section 4.01, the Holders of a
majority in aggregate principal amount of the Securities of all series at the
time Outstanding with respect to which an Event of Default shall have occurred
and be continuing (voting as a single class) may on behalf of the Holders of
all such Securities waive any past default or Event of Default described in
Section 4.01 and its consequences, except a default in respect of a covenant or
provision hereof which cannot be modified or amended without the consent of the
Holder of each Security affected. In the case of any such waiver, the Issuer,
the Guarantor, the Trustee and the Holders of all such Securities shall be
restored to their former positions and rights hereunder, respectively; but no
such waiver shall extend to any subsequent or other default or impair any right
consequent thereon.

     Upon any such waiver, such default shall cease to exist and be deemed to
have been cured and not to have occurred, and any Event of Default arising
therefrom shall be deemed to have been cured, and not to have occurred for
every purpose of this Indenture; but no such waiver shall extend to any
subsequent or other default or Event of Default or impair any right consequent
thereon.

     Section 4.11. Trustee to Give Notice of Default, But May Withhold in
Certain Circumstances. The Trustee shall give to the Securityholders of any
series, as the names and addresses of such Holders appear on the registry
books, notice by mail of all defaults known to the Trustee which have occurred
with respect to such series, such notice to be transmitted within 90 days after
the occurrence thereof, unless such defaults shall have been cured before the
giving of such notice (the term "default" or "defaults" for the purposes of
this section being hereby defined to mean any event or condition which is, or
with notice or lapse of time or both would become, an Event of Default);
provided that, except in the case of default in the payment of the principal of
or interest on any of the Securities of such series, or in the payment of any
sinking or purchase fund installment with respect to the Securities of such
series, 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 trustees and/or Responsible Officers of the Trustee in good
faith determines that the withholding of such notice is in the interests of the
Securityholders of such series.


                                      27
<PAGE>


     Section 4.12. Right of Court to Require Filing of 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,
suffered or omitted by it as Trustee, the filing by any party litigant in such
suit of an undertaking to pay the costs of such suit, and that such court may
in its discretion assess reasonable costs, including reasonable attorneys'
fees, 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 shall not apply to any suit instituted by the
Trustee, to any suit instituted by any Securityholder or group of
Securityholders of any series holding in the aggregate more than 10% in
aggregate principal amount of the Securities of such series, or, in the case of
any suit relating to or arising under clauses 4.01(b) or 4.01(e) (if the suit
relates to Securities of more than one but less than all series), 10% in
aggregate principal amount of Securities Outstanding affected thereby, or in
the case of any suit relating to or arising under clauses 4.01(b) or 4.01(e)
(if the suit relates to all the Securities then Outstanding), 4.01(c) or
4.01(d), 10% in aggregate principal amount of all Securities Outstanding, or to
any suit instituted by any Securityholder for the enforcement of the payment of
the principal of or interest on any Security on or after the due date expressed
in such Security.

                                   ARTICLE 5
                             CONCERNING THE TRUSTEE

     Section 5.01. Duties and Responsibilities of the Trustee; During Default;
Prior to Default. With respect to the Holders of any series of Securities
issued hereunder, the Trustee, prior to the occurrence of an Event of Default
with respect to the Securities of a particular series and after the curing or
waiving of all Events of Default which may have occurred with respect to such
series, undertakes to perform such duties and only such duties as are
specifically set forth in this Indenture. 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 person would exercise
or use under the circumstances in the conduct of his or her 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 willful misconduct, except that


                                      28
<PAGE>


     (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 4.09 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.

     The provisions of this Section 5.01 are in furtherance of and subject to
Sections 315 and 316 of the Trust Indenture Act of 1939.

     Section 5.02. Certain Rights of the Trustee. In furtherance of and subject
to the Trust Indenture Act of 1939, and subject to Section 5.01:

     (a) the Trustee may rely and shall be protected in acting or refraining
from acting upon any resolution, Officers' Certificate, Guarantor's Officers'


                                      29
<PAGE>


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 or the Guarantor
mentioned herein shall be sufficiently evidenced by an Officers' Certificate or
a Guarantor's Officers' Certificate, as the case may be (unless other evidence
in respect thereof be herein specifically prescribed); and any resolution of
the Board or of the Guarantor's Board of Directors may be evidenced to the
Trustee by a copy thereof certified by the secretary or an assistant secretary
of the Issuer or the Guarantor, as the case may be;

     (c) the Trustee may consult with counsel and any written advice or Opinion
of Counsel 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 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, 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
the Guarantor or, if paid by the Trustee or any predecessor trustee, shall be
repaid by the Issuer or the Guarantor upon demand; and


                                      30
<PAGE>


     (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.

     Section 5.03. 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 or of 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 5.04. Trustee and Agents May Hold Securities; Collections, etc.
The Trustee or any agent of the Issuer, the Guarantor 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
may otherwise deal with the Issuer or the Guarantor and receive, collect, hold
and retain collections from the Issuer or the Guarantor with the same rights it
would have if it were not the Trustee or such agent.

     Section 5.05. Moneys Held by Trustee. Subject to the provisions of Section
9.04 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 5.06. Compensation and Indemnification of Trustee and its Prior
Claim. Each of the Issuer and the Guarantor covenants and agrees to pay
(without duplication) to the Trustee from time to time, and the Trustee shall
be entitled to, reasonable compensation (which shall not be limited by any
provision of law in regard to the compensation of a trustee of an express
trust) and each of the Issuer and the Guarantor 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 to the extent any such expense, disbursement or advance may arise from
its negligence or bad faith. The Issuer and the Guarantor each also covenants
to indemnify the Trustee and each predecessor Trustee for, and to hold it
harmless against, any loss, liability or expense arising out of or in
connection with the acceptance or administration of this


                                      31
<PAGE>


Indenture or the trusts hereunder and the performance of its duties hereunder,
including the costs and expenses of defending itself against or investigating
any claim of liability in the premises, except to the extent such loss
liability or expense is due to the negligence or bad faith of the Trustee, its
agents or employees or such predecessor Trustee. The obligations of the Issuer
and the Guarantor under this section 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. 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, and the Securities are hereby subordinated to
such senior claim.

     Section 5.07. Right of Trustee to Reply on Officers' Certificate, etc.
Subject to Sections 5.01 and 5.02, 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 5.08. Persons Eligible for Appointment as Trustee. 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
the District of Columbia having a combined capital and surplus of at least
$50,000,000, and which is eligible in accordance with the provisions of Section
310(a) of the Trust Indenture Act of 1939. If such corporation publishes
reports of condition at least annually, pursuant to law or to the requirements
of a Federal, State or District of Columbia 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.

     Section 5.09. Resignation and Removal; Appointment of Successor Trustee.
(a) The Trustee, or any trustee or trustees hereafter appointed, may at any
time resign with


                                      32
<PAGE>


respect to one or more or all series of Securities by giving written notice of
resignation to the Issuer and by mailing notice thereof by first class mail to
Holders of the applicable series of Securities at their last addresses as they
shall appear on the Security register. Upon receiving such notice of
resignation, the Issuer or the Guarantor shall promptly appoint a successor
trustee or trustees with respect to the applicable series by written instrument
in duplicate, executed by authority of its 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 Section 4.12, 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
     310(b) of the Trust Indenture Act of 1939 with respect to any series of
     Securities after written request therefor by the Issuer, the Guarantor 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 310(a) of the Trust Indenture Act of 1939 and shall
     fail to resign after written request therefor by the Issuer, the Guarantor
     or by any 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 or the Guarantor 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 or of the Guarantor's 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 Section 315(e) of the Trust Indenture Act of 1939, 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.


                                      33
<PAGE>


     (c) The Holders of a majority in aggregate principal amount of the
Securities of each series at the time 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 6.01 of the action in that regard taken by the
Securityholders.

     (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 5.09 shall become effective upon
acceptance of appointment by the successor trustee as provided in Section 5.10.

     Section 5.10. Acceptance of Appointment By Successor Trustee. Any
successor trustee appointed as provided in Section 5.09 shall execute and
deliver to the Issuer, the Guarantor 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, the Guarantor or of the
successor trustee, upon payment of its charges then unpaid, the trustee ceasing
to act shall, subject to Section 9.04, 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
or the Guarantor 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 5.06.

     If a successor trustee is appointed with respect to the Securities of one
or more (but not all) series, the Issuer, the Guarantor, 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


                                      34
<PAGE>


of the same trust and that each such trustee shall be trustee of a trust or
trusts under separate indentures.

     Upon acceptance of appointment by any successor trustee as provided in
this Section 5.10, the Issuer or the Guarantor shall mail notice thereof by
first-class mail to the Holders of Securities of any series for which such
successor trustee is acting as trustee at their last addresses as they shall
appear in the Security register. If the acceptance of appointment is
substantially contemporaneous with the resignation, then the notice called for
by the preceding sentence may be combined with the notice called for by Section
5.09. If the Issuer or the Guarantor fails to mail such notice within ten days
after acceptance of appointment by the successor trustee, the successor trustee
shall cause such notice to be mailed at the expense of the Issuer or the
Guarantor.

     Section 5.11. 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 the corporate trust business of the Trustee,
shall be the successor of the Trustee hereunder, provided that such corporation
shall be eligible under the provisions of Section 5.08, 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.

                                   ARTICLE 6
                         CONCERNING THE SECURITYHOLDERS

     Section 6.01. 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


                                      35
<PAGE>


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
5.01 and 5.02) conclusive in favor of the Trustee and the Issuer, if made in
the manner provided in this Article.

     Section 6.02. Proof of Execution of Instruments and of Holding of
Securities; Record Date. Subject to Sections 5.01 and 5.02, the execution of
any instrument by a Securityholder or his agent or proxy may be proved in
accordance with such reasonable rules and regulations as may be prescribed by
the Trustee or in such manner as shall be satisfactory to the Trustee. The
holding of Securities shall be proved by the Security register or by a
certificate of the registrar thereof. The Issuer may set a record date for
purposes of determining the identity of holders of Securities of any series
entitled to vote or consent to any action referred to in Section 6.01, which
record date may be set at any time or from time to time by notice to the
Trustee, for any date or dates (in the case of any adjournment or
reconsideration) not more than 60 days nor less than five days prior to the
proposed date of such vote or consent, and thereafter, notwithstanding any
other provisions hereof, only holders of Securities of such series of record on
such record date shall be entitled to so vote or give such consent or revoke
such vote or consent.

     Section 6.03. 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 on such Security
and for all other purposes; and none of the Issuer, the Guarantor or the
Trustee or any agent of the Issuer, the Guarantor or the Trustee shall be
affected by any notice to the contrary. All such payments so made to any such
person, or upon his order, shall be valid, and, to the extent of the sum or
sums so paid, effectual to satisfy and discharge the liability for moneys
payable upon any such Security.

     Section 6.04. 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, the


                                      36
<PAGE>


Guarantor or any other obligor on the Securities with respect to which such
determination is being made or by any person directly or indirectly controlling
or controlled by or under direct or indirect common control with the Issuer,
the Guarantor 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 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, the Guarantor or any other
obligor upon the Securities or any person directly or indirectly controlling or
controlled by or under direct or indirect common control with the Issuer, the
Guarantor 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 5.01 and 5.02, 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 6.05. Right of Revocation of Action Taken. At any time prior to
(but not after) the evidencing to the Trustee, as provided in Section 6.01, 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, revoke such action so far as
concerns such Security. 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 Guarantor, the Trustee and the
Holders of all the Securities affected by such action.


                                      37
<PAGE>


                                   ARTICLE 7
                            SUPPLEMENTAL INDENTURES

     Section 7.01. Supplemental Indentures Without Consent of Securityholders.
The Issuer, when authorized by a resolution of its Board (which resolutions may
provide general authorization for such action and may provide that the specific
terms of such action may be determined by officers of the Issuer authorized
thereby) and the Guarantor, when authorized by a resolution of the Guarantor's
Board of Directors, and the Trustee may from time to time and at any time enter
into an indenture or indentures supplemental hereto 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 legal entity to the Issuer or
the Guarantor, as the case may be, or successive successions, and the
assumption by the successor legal entity of the covenants, agreements and
obligations of the Issuer or the Guarantor, as the case may be, pursuant to
Article 8;

     (c) to add to the covenants of the Issuer or the Guarantor, as the case
may be, such further covenants, restrictions, conditions or provisions as the
Issuer or the Guarantor, as the case may be, and the Trustee shall consider to
be for the protection of the Holders of Securities, 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, 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 such other provisions in regard to matters or questions
arising under this Indenture or under any supplemental indenture as the Issuer
or the Guarantor may deem necessary or desirable and which shall not adversely
affect the interests of the Holders of the Securities in any material respect;


                                      38
<PAGE>


     (e) to establish the form or terms of Securities of any series as
permitted by Sections 2.01 and 2.03;

     (f) 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 5.10; and

     (g) to evidence the assumption by the Guarantor of all of the rights and
obligations of the Issuer hereunder with respect to a series of Securities and
under the Securities of such series and the release of the Issuer from its
liabilities hereunder and under such Securities as obligor on the Securities of
such series, all as provided in Section 12.07 hereof.

     The Trustee is hereby authorized to join with the Issuer and the Guarantor
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 at
the time outstanding, notwithstanding any of the provisions of Section 7.02.

     Section 7.02. Supplemental Indentures With Consent of Securityholders.
With the consent (evidenced as provided in Article 6) of the Holders of not
less than a majority in aggregate principal amount of the Securities at the
time Outstanding of all series affected by such supplemental indenture (voting
as one class), the Issuer, when authorized by a resolution of its Board, and
the Guarantor, when authorized by a resolution of the Guarantor's Board of
Directors (which resolutions may provide general authorization for such action
and may provide that the specific terms of such action may be determined by
officers of the Issuer or the Guarantor, as the case may be, authorized
thereby), and the Trustee may, from time to time and at any time, enter into an
indenture or indentures supplemental hereto for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Indenture or of any supplemental indenture or of modifying in any manner
the rights of the Holders of the Securities of each such series; provided, that
no such supplemental indenture shall (a)(i) extend the final maturity of any
Security, (ii) reduce the principal amount thereof, (iii) reduce the rate or
extend the time of payment of interest thereon, (iv) reduce any amount payable
on redemption thereof, (v) make the principal thereof (including any amount in
respect of original issue discount), or interest thereon payable in any coin


                                      39
<PAGE>


or currency other than that provided in the Securities or in accordance with
the terms thereof, (vi) modify or amend any provisions for converting any
currency into any other currency as provided in the Securities or in accordance
with the terms thereof, (vii) 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 pursuant to Section 4.01 or the amount thereof provable in
bankruptcy pursuant to Section 4.02, (viii) modify or amend any provisions
relating to the conversion or exchange of the Securities for securities of the
Issuer or the Guarantor or of other entities or other property (or the cash
value thereof), including the determination of the amount of securities or
other property (or cash) into which the Securities shall be converted or
exchanged, other than as provided in the antidilution provisions or other
similar adjustment provisions of the Securities or otherwise in accordance with
the terms thereof, (ix) alter the provisions of Section 10.11 or Section 10.13
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
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.

     A supplemental indenture which changes or eliminates any covenant 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 (which resolutions may provide general authorization for such action
and may provide that the specific terms of such action may be determined by
officers of the Issuer authorized thereby) 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 Securityholders as aforesaid and other documents, if any, required
by Section 6.01, the Trustee shall join with the Issuer and the Guarantor 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 in 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 to approve the particular form of any proposed supplemental
indenture, but it shall be sufficient if such consent shall approve the
substance thereof.


                                      40
<PAGE>


     Promptly after the execution by the Issuer, the Guarantor and the Trustee
of any supplemental indenture pursuant to the provisions of this Section, the
Trustee shall give notice thereof by (a) first class mail to the Holders of
Securities of each series affected thereby at their addresses as they shall
appear on the registry books of the Issuer or (b) by any other means set forth
in such supplemental indenture, setting forth in general terms the substance of
such supplemental indenture. Any failure of the Trustee to mail such notice, or
any defect therein, shall not, however, in any way impair or affect the
validity of any such supplemental indenture.

     Section 7.03. Effect of Supplemental Indenture. Upon the execution of any
supplemental indenture pursuant to the provisions hereof, this Indenture shall
be and 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, the Guarantor 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 be deemed to be part of the terms and conditions of this
Indenture for any and all purposes.

     Section 7.04. Documents to Be Given to Trustee. The Trustee, subject to
the provisions of Sections 5.01 and 5.02, may receive an Officers' Certificate,
a Guarantor's Officers' Certificate and an Opinion of Counsel as conclusive
evidence that any supplemental indenture executed pursuant to this Article 7
complies with the applicable provisions of this Indenture.

     Section 7.05. 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 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 Board, to any modification of this Indenture contained in any
such supplemental indenture may be prepared by the Issuer, authenticated by the
Trustee and delivered in exchange for the Securities of such series then
Outstanding.

                                   ARTICLE 8
                   CONSOLIDATION, MERGER, SALE OR CONVEYANCE

     Section 8.01. Issuer May Consolidate, etc., on Certain Terms. The Issuer
covenants that it will not merge or consolidate with any other Person or sell
or convey all or substantially all of its assets to any Person, unless (i)
either the Issuer shall be the continuing legal entity, or the successor legal
entity or the Person which acquires by sale or conveyance substantially all the
assets of the Issuer (if other


                                      41
<PAGE>


than the Issuer) shall expressly assume the due and punctual payment of the
principal of and interest 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 or observed by the Issuer, by
supplemental indenture satisfactory to the Trustee, executed and delivered to
the Trustee by such legal entity, and (ii) the Issuer or such successor legal
entity, as the case may be, shall not, immediately after such merger or
consolidation, or such sale or conveyance, be in default in the performance of
any such covenant or condition.

     Section 8.02. Successor Substituted for the Issuer. In case of any such
consolidation, merger, sale or conveyance, and following such an assumption by
the successor legal entity, such successor legal entity shall succeed to and be
substituted for the Issuer, with the same effect as if it had been named
herein. Such successor legal entity may cause to be signed, and may issue
either in its own name or in the name of the Issuer prior to such succession
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 legal entity 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 legal entity thereafter
shall cause to be signed and delivered to the Trustee for that purpose. All of
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, merger, sale, lease or conveyance such
changes in phrasing and form (but not in substance) may be made in the
Securities thereafter to be issued as may be appropriate.

     In the event of any such sale or conveyance (other than a conveyance by
way of lease) the Issuer or any successor legal entity which shall theretofore
have become such in the manner described in this Article shall be discharged
from all obligations and covenants under this Indenture and the Securities and
may be liquidated and dissolved.

     Section 8.03. Guarantor May Consolidate, etc., on Certain Terms. The
Guarantor covenants that it will not merge or consolidate with any other Person
or sell or convey all or substantially all of its assets to any Person, unless
(i) either the Guarantor shall be the continuing legal entity, or the successor
legal entity or the Person which acquires by sale or conveyance substantially
all the assets of the Guarantor (if other than the Guarantor) shall expressly
assume the due and punctual payment of the principal of and interest on all the
Securities, according to their tenor, and the due and punctual performance and
observance of all of the covenants


                                      42
<PAGE>


and conditions of this Indenture to be performed or observed by the Guarantor,
by supplemental indenture satisfactory to the Trustee, executed and delivered
to the Trustee by such legal entity, and (ii) the Guarantor or such successor
legal entity, as the case may be, shall not, immediately after such merger or
consolidation, or such sale or conveyance, be in default in the performance of
any such covenant or condition.

     Section 8.04. Successor Substituted For The Guarantor. In case of any such
consolidation, merger, sale or conveyance, and following such an assumption by
the successor legal entity, such successor legal entity shall succeed to and be
substituted for the Guarantor, with the same effect as if it had been named
herein. In case of any such consolidation, merger, sale, lease or conveyance
such changes in phrasing and form (but not in substance) may be made in the
Securities thereafter to be issued as may be appropriate.

     In the event of any such sale or conveyance (other than a conveyance by
way of lease) the Guarantor or any successor legal entity which shall
theretofore have become such in the manner described in this Article shall be
discharged from all obligations and covenants under this Indenture and the
Securities and may be liquidated and dissolved.

     Section 8.05. Opinion of Counsel to Trustee. The Trustee, subject to the
provisions of Sections 5.01 and 5.02, may receive an Opinion of Counsel,
prepared in accordance with Section 10.05, as conclusive evidence that any such
consolidation, merger, sale, lease or conveyance, and any such assumption, and
any such liquidation or dissolution, complies with the applicable provisions of
this Indenture.

                                   ARTICLE 9
           SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS

     Section 9.01. Satisfaction and Discharge of Indenture. (a) If at any time
(i) the Issuer shall have paid or caused to be paid the principal of and
interest on all the Securities of any series outstanding hereunder (other than
Securities of such series which have been destroyed, lost or stolen and which
have been replaced or paid as provided in Section 2.09) 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 shall have been
destroyed, lost or stolen and which shall have been replaced or paid as
provided in Section 2.09) or (iii) (A) all the securities of such series not
theretofore delivered to the Trustee for cancellation shall have become due and
payable, or are by their terms 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 or the
Guarantor


                                      43
<PAGE>


shall have irrevocably deposited or caused to be deposited with the Trustee as
trust funds the entire amount in cash (other than moneys repaid by the Trustee
or any paying agent to the Issuer in accordance with Section 9.04) in the case
of any series of Securities the payments on which may only be made in United
States dollars, direct obligations of the United States of America, backed by
its full faith and credit ("U.S. Government Obligations"), maturing as to
principal and interest at such times and in such amounts as will insure the
availability of cash, or a combination thereof, sufficient to pay at maturity
or upon redemption all Securities of such series (other than any Securities of
such series which shall have been destroyed, lost or stolen and which shall
have been replaced or paid as provided in Section 2.09) not theretofore
delivered to the Trustee for cancellation, including principal and interest due
or to become due on or prior to such date of maturity as the case may be, and
if, in any such case, the Issuer or the Guarantor shall also pay or cause to be
paid all other sums payable hereunder by the Issuer with respect to Securities
of such series, then this Indenture shall cease to be of further effect with
respect to Securities of such series (except as to (i) rights of registration
of transfer and exchange of securities of such series, and the Issuer's right
of optional redemption, if any, (ii) substitution of mutilated, defaced,
destroyed, lost or stolen Securities, (iii) rights of holders to receive
payments of principal thereof and interest thereon upon the original stated due
date therefor (but no upon acceleration), and remaining rights of the holders
to receive mandatory sinking fund payments, if any, (iv) the rights,
obligations and immunities of the Trustee hereunder and (v) the rights of the
Securityholders of such series as beneficiaries hereof with respect to the
property so deposited with the Trustee payable to all or any of them), and the
Trustee, on demand of the Issuer or the Guarantor accompanied by an Officers'
Certificate or a Guarantor's Officers' Certificate and an Opinion of Counsel
and at the cost and expense of the Issuer and the Guarantor, shall execute
proper instruments acknowledging such satisfaction of and discharging this
Indenture with respect to such series; provided, that the rights of Holders of
the Securities to receive amounts in respect of principal of and interest on
the Securities held by them shall not be delayed longer than required by
then-applicable mandatory rules or policies of any securities exchange upon
which the Securities are listed. The Issuer and the Guarantor agree 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 of such series.

     (b) 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 2.03.
In addition to discharge of the Indenture pursuant to the next preceding
paragraph, in the case of any series of Securities the exact amounts (including
the currency of payment) of principal of and interest due on which can be
determined at the time of making the deposit referred to in clause 9.01(b)(i)
below, the Issuer shall be deemed to have


                                      44
<PAGE>


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 clause
9.01(b)(i) below, and the provisions of this Indenture with respect to the
Securities of such series thereto shall no longer be in effect (except as to
(1) rights of registration of transfer and exchange of Securities of such
series and the Issuer's right of optional redemption, if any, (2) substitution
of mutilated, defaced, destroyed, lost or stolen Securities, (3) rights of
Holders of Securities to receive payments of principal thereof and interest
thereon, upon the original stated due dates therefor (but not upon
acceleration), and remaining rights of the Holders to receive mandatory sinking
fund payments, if any, (4) the rights, obligations, duties and immunities of
the Trustee hereunder, (5) 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 (6) the obligations of the Issuer
under Section 3.02) and the Trustee, at the expense of the Issuer and the
Guarantor, shall at the Issuer's or the Guarantor's request, execute proper
instruments acknowledging the same, if

          (i) with reference to this provision the Issuer or the Guarantor has
     irrevocably deposited or caused to be irrevocably deposited with the
     Trustee as trust funds in trust, specifically pledged as security for, and
     dedicated solely to, the benefit of the Holders of the Securities of such
     series (A) cash in an amount, or (B) in the case of any series of
     Securities the payments on which may only be made in Dollars, U.S.
     Government Obligations, maturing as to principal and interest at such
     times and in such amounts as will insure the availability of cash or (C) 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
     and interest on all Securities of such series on each date that such
     principal or interest 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;

          (ii) 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;

          (iii) the Issuer or the Guarantor has delivered to the Trustee an
     Opinion of Counsel based on the fact that (x) the Issuer has received
     from, or there has been published by, the Internal Revenue Service a
     ruling or (y) since the date hereof, there has been a change in the
     applicable 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


                                      45
<PAGE>


     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; and

          (iv) the Issuer or the Guarantor has delivered to the Trustee an
     Officers' Certificate or Guarantor's Officers' Certificate and an Opinion
     of Counsel, each stating that all conditions precedent provided for
     relating to the defeasance contemplated by this provision have been
     complied with.

     (c) Each of the Issuer and the Guarantor shall be released from its
obligations under Section 8.01 with respect to the Securities of any Series,
Outstanding, and under the Guarantee in respect thereof, on and after the date
the conditions set forth below are satisfied (hereinafter, "covenant
defeasance"). For this purpose, such covenant defeasance means that, with
respect to the Outstanding Securities of any Series, and under the Guarantee in
respect thereof, the Issuer and the Guarantor may omit to comply with and shall
have no liability in respect of any term, condition or limitation set forth in
such Sections, whether directly or indirectly by reason of any reference
elsewhere herein to such Sections or by reason of any reference in such
Sections to any other provision herein or in any other document and such
omission to comply shall not constitute an Event of Default under Section 4.01,
but the remainder of this Indenture and such Securities and the Guarantee shall
be unaffected thereby. The following shall be the conditions to application of
this subsection (c) of this Section 9.01:

          (i) The Issuer or the Guarantor has irrevocably deposited or caused
     to be deposited with the Trustee as trust funds in trust for the purpose
     of making the following payments, specifically pledged as security for,
     and dedicated solely to, the benefit of the holders of the Securities of
     such series, (A) cash in an amount, or (B) in the case of any series of
     Securities the payments on which may only be made in Dollars, U.S.
     Government Obligations maturing as to principal and interest at such times
     and in such amounts as will insure the availability of cash or (C) 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
     and interest on all Securities of such series and (2) any mandatory
     sinking fund payments on the day on which such payments are due and
     payable in accordance with the terms of the Indenture and the Securities
     of such series.

          (ii) No Event of Default or event which with notice or lapse of time
     or both would become an Event of Default with respect to the Securities
     shall have occurred and be continuing on the date of such deposit


                                      46
<PAGE>


     or, insofar as subsections 4.01(c) and 4.01(d) are concerned, at any time
     during the period ending on the 91st day after the date of such deposit
     (it being understood that this condition shall not be deemed satisfied
     until the expiration of such period).

          (iii) Such covenant defeasance shall not cause the Trustee to have a
     conflicting interest for purposes of the Trust Indenture Act of 1939 with
     respect to any securities of the Issuer.

          (iv) Such covenant defeasance shall not result in a breach or
     violation of, or constitute a default under, this Indenture or any other
     agreement or instrument to which the Issuer or the Guarantor is a party or
     by which either of them is bound.

          (v) Such covenant defeasance shall not cause any Securities then
     listed on any registered national securities exchange under the Securities
     Exchange Act of 1934, as amended, to be delisted.

          (vi) The Issuer or the Guarantor shall have delivered to the Trustee
     an Officers' Certificate or Guarantor's Officers' Certificate, as the case
     may be, and Opinion of Counsel to the effect 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 covenant defeasance and
     will be subject to Federal income tax on the same amounts, in the same
     manner and at the same times as would have been the case if such covenant
     defeasance had not occurred.

          (vii) The Issuer or the Guarantor shall have delivered to the Trustee
     an Officers' Certificate or Guarantor's Officers' Certificate, as the case
     may be, and an Opinion of Counsel, each stating that all conditions
     precedent provided for relating to the covenant defeasance contemplated by
     this provision have been complied with.

     Section 9.02. Application by Trustee of Funds Deposited for Payment of
Securities. Subject to Section 9.04 and any subordination provisions applicable
to the Securities, all moneys deposited with the Trustee pursuant to Section
9.01 shall be held in trust and applied by it to the payment, either directly
or through any paying agent (including the Issuer acting as its own paying
agent or the Guarantor acting as paying agent), to the Holders of the
particular Securities of such series for the payment or redemption of which
such moneys have been deposited with the Trustee, of all sums due and to become
due thereon for principal and interest; but such money need not be segregated
from other funds except to the extent required by law.


                                      47
<PAGE>


     Section 9.03. 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 9.04. 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 or interest on any Security of any
series and not applied but remaining unclaimed for two years after the date
upon which such principal or interest 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 Security 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 and the Guarantor
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.

                                  ARTICLE 10
                            MISCELLANEOUS PROVISIONS

     Section 10.01. Incorporators, Stockholders, Members, 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 (except in a stockholder's capacity as Guarantor), member, officer
or director, as such, of the Issuer or the Guarantor or of any successor,
either directly or through the Issuer or the Guarantor, as the case may be, 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 10.02. Provisions of Indenture for the Sole Benefit of Parties and
Securityholders. Nothing in this Indenture or in the Securities, expressed or
implied, shall give or be construed to give to any person, firm or corporation,
other than the parties hereto and their successors 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


                                      48
<PAGE>


benefit of the parties hereto and their successors and of the Holders of the
Securities.

     Section 10.03. Successors and Assigns of Issuer and Guarantor Bound by
Indenture. All the covenants, stipulations, promises and agreements in this
Indenture contained by or in behalf of the Issuer shall bind its successors and
assigns, whether so expressed or not. All the covenants, stipulations, promises
and agreements in this Indenture contained by or in behalf of the Guarantor
shall bind its successors and assigns, whether so expressed or not.

     Section 10.04. Notices and Demands on Issuer, Trustee and Securityholders.
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 the Guarantor may be given or served by being deposited
postage prepaid, first-class mail (except as otherwise specifically provided
herein) addressed (until another address is filed with the Trustee) as follows:

         ABN AMRO Bank N.V. / ABN AMRO Holding N.V.
         Gustav Mahlerlaan 10
         1082 PP Amsterdam
         The Netherlands
         Attention: Group Asset and Liability Management
         Fax: +31 20 383 48 30

     Any notice, direction, request or demand by the Issuer, the Guarantor or
any Securityholder to or upon the Trustee shall be deemed to have been
sufficiently given or made, for all purposes, if given or made to its Corporate
Trust Office at [_____].

     Where this Indenture provides for notice to Holders, 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. In any case where
notice to Holders is given by mail, neither the failure to mail such notice,
nor any defect in any notice so mailed, to any particular Holder shall affect
the sufficiency of such notice with respect to other Holders. Where this
Indenture provides for notice in any manner, such notice may be waived in
writing by the person entitled to receive such notice, either before or after
the event, and such waiver shall be the equivalent of such notice. Waivers of
notice by Holders shall be filed with the Trustee, but such filing shall not be
a condition precedent to the validity of any action taken in reliance upon such
waiver.

         In case, by reason of the suspension of or irregularities in regular
mail service, it shall be impracticable to mail notice to the Issuer or the
Guarantor and


                                      49
<PAGE>


Securityholders 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
satisfactory to the Trustee shall be deemed to be a sufficient giving of such
notice.

     Section 10.05. Officers' Certificates and Opinions of Counsel; Statements
to be Contained Therein. Upon any application or demand by the Issuer or the
Guarantor to the Trustee to take any action under any of the provisions of this
Indenture, the Issuer or the Guarantor, as the case may be, shall furnish to
the Trustee an Officers' Certificate or a Guarantor's 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 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
informed 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 or the
Guarantor may be based, insofar as it relates to legal matters, upon a
certificate or opinion of or representations by counsel, unless such officer
knows 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, information with respect to
which is in the possession of the Issuer or the Guarantor, as the case may be,
upon the certificate, statement or opinion of or representations by an officer
or officers of the Issuer or the Guarantor, as the case may be, 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.


                                      50
<PAGE>


     Any certificate, statement or opinion of an officer of the Issuer, of the
Guarantor 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 the Trustee shall contain a statement that such firm is independent.

     Section 10.06. Payments Due on Saturdays, Sundays and Holidays. If the
date of maturity of interest on or principal of the Securities of any series or
the date fixed for redemption or repayment of any such Security shall not be a
Business Day, then payment of interest 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,
and no interest shall accrue for the period after such date.

     Section 10.07. 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 by
operation of Sections 310 to 317, inclusive, of the Trust Indenture Act of 1939
(an "incorporated provision"), such incorporated provision shall control.

     Section 10.08. New York Law to Govern. 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 construed in accordance with the laws of such State,
except as may otherwise be required by mandatory provisions of law.

Section 10.09. 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 10.10. 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.

     Section 10.11. Securities in a Non-U.S. Currency. Unless otherwise
specified in an Officers' Certificate delivered pursuant to Section 2.03 of
this Indenture with respect to a particular series of Securities, whenever for
purposes of this Indenture any action may be taken by the Holders of a
specified percentage in aggregate principal amount of Securities of all series
or all series affected by a particular action at the time Outstanding and, at
such time, there are Outstanding


                                      51
<PAGE>


Securities of any series which are denominated in a coin or currency other than
Dollars, then the principal amount of Securities of such series which shall be
deemed to be Outstanding for the purpose of taking such action shall be that
amount of Dollars that could be obtained for such amount at the Market Exchange
Rate. For purposes of this Section 10.11, Market Exchange Rate shall mean the
noon Dollar buying rate in New York City for cable transfers of that currency
as published by the Federal Reserve Bank of New York. If such Market Exchange
Rate is not available for any reason with respect to such currency, the Trustee
shall use, in its sole discretion and without liability on its part, such
quotation of the Federal Reserve Bank of New York as of the most recent
available date, or quotations from one or more major banks in The City of New
York or in the country of issue of the currency in question, or such other
quotations as the Trustee shall deem appropriate. The provisions of this
paragraph shall apply in determining the equivalent principal amount in respect
of Securities of a series denominated in a currency other than Dollars in
connection with any action taken by Holders of Securities pursuant to the terms
of this Indenture.

     All decisions and determinations of the Trustee regarding the Market
Exchange Rate or any alternative determination provided for in the preceding
paragraph shall be in its sole discretion and shall, in the absence of manifest
error, be conclusive to the extent permitted by law for all purposes and
irrevocably binding upon the Issuer and all Holders.

     Section 10.12. Submission to Jurisdiction. Each of the Issuer and the
Guarantor agrees that any legal suit, action or proceeding arising out of or
based upon this Indenture may be instituted in any State or Federal court in
the Borough of Manhattan, City and State of New York, and, to the fullest
extent permitted by law, waives any objection which it may now or hereafter
have to the laying of venue of any such proceeding, and irrevocably submits to
the jurisdiction of such court in any suit, action or proceeding. Each of the
Issuer and the Guarantor has appointed [Willie J. Miller, Jr., Esq., Chief
Legal Officer and Executive Vice President], ABN AMRO North America Holding
Company, as its authorized agent (the "Authorized Agent") upon which process
may be instituted in any State or Federal court in the Borough of Manhattan,
City and State of New York and each of the Issuer and the Guarantor expressly
accepts the jurisdiction of any such court in respect of such action. Such
appointment shall be irrevocable unless and until a successor authorized agent,
located or with an office in the Borough of Manhattan, City and State of New
York, shall have been appointed by the Issuer or the Guarantor, as the case may
be, and such appointment shall have been accepted by such successor authorized
agent. Each of the Issuer and the Guarantor represents and warrants that the
Authorized Agent has agreed to act as said agent for service of process, and
each of the Issuer and the Guarantor agrees to take any and all action,
including the filing of any and all documents and instruments, that may be
necessary to continue such appointment in full force and effect as aforesaid.
Service of process upon the Authorized Agent and written notice of such service
to


                                      52
<PAGE>


the Issuer or the Guarantor, as the case may be, shall be deemed, in every
respect, effective service of process upon the Issuer or the Guarantor, as the
case may be.

     Section 10.13. Judgment Currency. Each of the Issuer and the Guarantor
agrees, to the fullest extent that it may effectively do so under applicable
law, that (a) if for the purpose of obtaining judgment in any court it is
necessary to convert the sum due in respect of the principal of or interest on
the Securities of any series (the "Required Currency") into a currency in which
a judgment will be rendered (the "Judgment Currency"), the rate of exchange
used shall be the rate at which in accordance with normal banking procedures
the Trustee could purchase in The City of New York the Required Currency with
the Judgment Currency on the day on which final unappealable judgment is
entered, unless such day is not a New York Banking Day, then, to the extent
permitted by applicable law, the rate of exchange used shall be the rate at
which in accordance with normal banking procedures the Trustee could purchase
in The City of New York the Required Currency with the Judgment Currency on the
New York Banking Day preceding the day on which final unappealable judgment is
entered and (b) its obligations under this Indenture to make payments in the
Required Currency (i) shall not be discharged or satisfied by any tender, or
any recovery pursuant to any judgment (whether or not entered in accordance
with subsection (a)), in any currency other than the Required Currency, except
to the extent that such tender or recovery shall result in the actual receipt,
by the payee, of the full amount of the Required Currency expressed to be
payable in respect of such payments, (ii) shall be enforceable as an
alternative or additional cause of action for the purpose of recovering in the
Required Currency the amount, if any, by which such actual receipt shall fall
short of the full amount of the Required Currency so expressed to be payable
and (iii) shall not be affected by judgment being obtained for any other sum
due under this Indenture. For purposes of the foregoing, "New York Banking Day"
means any day except a Saturday, Sunday or a legal holiday in The City of New
York or a day on which banking institutions in The City of New York are
authorized or required by law or executive order to close

                                  ARTICLE 11
                   REDEMPTION OF SECURITIES AND SINKING FUNDS

     Section 11.01. 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 2.03 for
Securities of such series.

     Section 11.02. 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


                                      53
<PAGE>


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 upon the registry
books. 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 the principal
amount of each Security of such series held by such Holder to be redeemed, the
date fixed for redemption, the redemption price, the place or places of
payment, that payment will be made upon presentation and surrender of such
Securities, that such redemption is pursuant to the mandatory or optional
sinking fund, or both, if such be the case, that interest accrued to the date
fixed for redemption will be paid as specified in such notice and that on and
after said date interest 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, the Issuer or the Guarantor will deposit
with the Trustee or with one or more paying agents (or, if the Issuer is acting
as its own paying agent or the Guarantor is acting as paying agent, set aside,
segregate and hold in trust as provided in Section 3.04) an amount of money or
other property 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 to the date fixed for redemption. If less than
all the outstanding Securities of a series are to be redeemed, the Issuer will
deliver to the Trustee at least 70 days prior to the date fixed for redemption
an Officers' Certificate stating the aggregate principal amount of Securities
to be redeemed.

     If less than all the Securities of a series are to be redeemed, the
Trustee shall select, in such manner as it shall deem appropriate and fair,
Securities of such Series to be redeemed in whole or in part. 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 and the Guarantor in writing of the Securities of such series
selected for redemption and, in


                                      54
<PAGE>


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 11.03. Payment of Securities Called for Redemption. If notice of
redemption has been given as above provided, the Securities or portions of
Securities specified in such notice shall become due and payable on the date
and at the place stated in such notice at the applicable redemption price,
together with interest accrued to the date fixed for redemption, and on and
after said date (unless the Issuer and the Guarantor shall default in the
payment of such Securities at the redemption price, together with interest
accrued to said date) interest on the Securities or portions of Securities so
called for redemption shall cease to accrue and, except as provided in Sections
5.05 and 9.04, such Securities shall cease from and after the date fixed for
redemption 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 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 accrued thereon to the date fixed for
redemption; provided that any semiannual payment of interest becoming due on
the date fixed for redemption shall be payable to the Holders of such
Securities registered as such on the relevant record date subject to the terms
and provisions of Sections 2.03 and 2.04 hereof.

     If any Security called for redemption shall not be so paid upon surrender
thereof for redemption, the principal 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 , of authorized denominations, in principal amount equal to the
unredeemed portion of the Security so presented.

     Section 11.04. 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 a written statement signed by an authorized officer of the Issuer and
delivered to the Trustee at least 40 days prior to the last date on which
notice of redemption may be given as


                                      55
<PAGE>


being owned of record and beneficially by, and not pledged or hypothecated by
either (a) the Issuer or (b) an entity specifically identified in such written
statement as directly or indirectly controlling or controlled by or under
direct or indirect common control with the Issuer.

     Section 11.05. 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
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 2.07, (b) receive credit for optional sinking fund payments (not
previously so credited) made pursuant to this Section, 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 sixtieth day next preceding each sinking fund payment
date for any series, the Issuer will deliver to the Trustee a written statement
(which need not contain the statements required by Section 10.05) signed by an
authorized officer of the Issuer (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, (b) stating that none of the
Securities of such series 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) 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 written
statement (or reasonably promptly thereafter if acceptable to the Trustee).
Such written statement shall be irrevocable and upon its receipt by the Trustee
the Issuer


                                      56
<PAGE>


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 sixtieth day,
to deliver such written statement and Securities 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.

     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 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 11.02, 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. Securities of any series which are (a) owned by the
Issuer or an entity known by the Trustee to be directly or indirectly
controlling or controlled by or under direct or indirect common control with
the Issuer, as shown by the Security register, and not known to the Trustee to
have been pledged or hypothecated by the Issuer or any such entity or (b)
identified in an Officers' Certificate at least 60 days prior to the sinking
fund payment date as being beneficially owned by, and not pledged or
hypothecated by, the Issuer or an entity directly or indirectly controlling or
controlled by or under direct or indirect common control with the Issuer shall
be excluded from Securities of such series eligible for selection for
redemption. The Trustee, in the name and at the expense of the Issuer (or the
Issuer, if it 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 11.02 (and with the effect provided in Section
11.03) 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. 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


                                      57
<PAGE>


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 on, the Securities of such series at maturity.

     On or before each sinking fund payment date, the Issuer or the Guarantor
shall pay to the Trustee in cash or shall otherwise provide for the payment of
all interest accrued to the date fixed for redemption on Securities to be
redeemed on the next following 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
except that, where the mailing 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 or the
Guarantor a sum sufficient for such redemption. Except as aforesaid, any moneys
in the sinking fund for such series at the time when any such default or Event
of Default 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 4 and held for the payment of all such
Securities. In case such Event of Default shall have been waived as provided in
Section 4.09 or the default cured on or before the sixtieth 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 12
                            GUARANTEE AND INDEMNITY

     Section 12.01. The Guarantee. The Guarantor hereby unconditionally
guarantees to each Holder of a Security authenticated and delivered by the
Trustee the due and punctual payment of the principal of, any premium and
interest on, and any additional amounts with respect to such Security and the
due and punctual payment of the sinking fund payments (if any) provided for
pursuant to the terms of such Security, when and as the same shall become due
and payable, whether at maturity, by acceleration, redemption, repayment or
otherwise, in accordance with the terms of such Security and of this Indenture.
In case of the failure of the Issuer punctually to pay any such principal,
premium, interest, additional amounts or sinking fund payment, the Guarantor
hereby agrees to cause any such payment to be made punctually when and as the
same shall become due and payable, whether at maturity, upon acceleration,
redemption, repayment or otherwise, and as if such payment were made by the
Issuer.


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<PAGE>


     Section 12.02. Net Payments. All payments of principal of and premium, if
any, interest and any other amounts on, or in respect of, the Securities of any
series shall be made by the Guarantor without withholding or deduction at
source for, or on account of, any present or future taxes, fees, duties,
assessments or governmental charges of whatever nature imposed or levied by or
on behalf of The Netherlands (the "taxing jurisdiction") or any political
subdivision or taxing authority thereof or therein, unless such taxes, fees,
duties, assessments or governmental charges are required to be withheld or
deducted by (i) the laws (or any regulations or ruling promulgated thereunder)
of a taxing jurisdiction or any political subdivision or taxing authority
thereof or therein or (ii) an official position regarding the application,
administration, interpretation or enforcement of any such laws, regulations or
rulings (including, without limitation, a holding by a court of competent
jurisdiction or by a taxing authority in a taxing jurisdiction or any political
subdivision thereof). If a withholding or deduction at source is required, the
Guarantor shall, subject to certain limitations and exceptions set forth below,
pay to the Holder of any such Security such additional amounts as may be
necessary so that every net payment of principal, premium, if any, interest or
any other amount made to such Holder, after such withholding or deduction,
shall not be less than the amount provided for in such Security and this
Indenture to be then due and payable; provided, however, that the Guarantor
shall not be required to make payment of such additional amounts for or on
account of:

     (a) any tax, fee, duty, assessment or governmental charge of whatever
nature which would not have been imposed but for the fact that such Holder: (A)
was a resident, domiciliary or national of, or engaged in business or
maintained a permanent establishment or was physically present in, the relevant
taxing jurisdiction or any political subdivision thereof or otherwise had some
connection with the relevant taxing jurisdiction other than by reason of the
mere ownership of, or receipt of payment under, such Security; (B) presented
such Security for payment in the relevant taxing jurisdiction or any political
subdivision thereof, unless such Security could not have been presented for
payment elsewhere; or (C) presented such Security more than thirty (30) days
after the date on which the payment in respect of such Security first became
due and payable or provided for, whichever is later, except to the extent that
the Holder would have been entitled to such additional amounts if it had
presented such Security for payment on any day within such period of thirty
(30) days;

     (b) any estate, inheritance, gift, sale, transfer, personal property or
similar tax, assessment or other governmental charge;

     (c) any tax assessment or other governmental charge imposed on a payment
that is required to be made pursuant to any European Union Directive on the
taxation of savings implementing the conclusions of the ECOFIN council meetings
of November 26 - 27, 2000 and June 3, 2003 or any law implementing or complying
with, or introduced in order to confirm such directive;


                                      59
<PAGE>


     (d) any tax, assessment or other governmental charge that is imposed or
withheld by reason of the failure by the Holder or the beneficial owner of such
Security to comply with any reasonable request by the Guarantor addressed to
the Holder within 90 days of such request (A) to provide information concerning
the nationality, residence or identity of the Holder or such beneficial owner
or (B) to make any declaration or other similar claim or satisfy any
information or reporting requirement, which, in the case of (A) or (B), is
required or imposed by statute, treaty, regulation or administrative practice
of the relevant taxing jurisdiction or any political subdivision thereof as a
precondition to exemption from all or part of such tax, assessment or other
governmental charge; or

     (e) any combination of items (a), (b) (c) and (d);

nor shall additional amounts be paid with respect to any payment of the
principal of, or premium, if any, interest or any other amounts on, any such
Security to any Holder who is a fiduciary or partnership or other than the sole
beneficial owner of such Security to the extent such payment would be required
by the laws of the relevant taxing jurisdiction (or any political subdivision
or relevant taxing authority thereof or therein) to be included in the income
for tax purposes of a beneficiary or partner or settlor with respect to such
fiduciary or a member of such partnership or a beneficial owner who would not
have been entitled to such additional amounts had it been the Holder of the
Security.

     Whenever in this Indenture there is mentioned, in any context, the payment
of the principal of or any premium, interest or any other amounts on, or in
respect of, any Security of any series or the net proceeds received on the sale
or exchange of any Security of any series, such mention shall be deemed to
include mention of the payment of additional amounts provided by the terms of
such series established hereby or pursuant hereto to the extent that, in such
context, additional amounts are, were or would be payable in respect thereof
pursuant to such terms, and express mention of the payment of additional
amounts (if applicable) in any provision hereof shall not be construed as
excluding the payment of additional amounts in those provisions hereof where
such express mention is not made.

     Except as otherwise provided in or pursuant to this Indenture or the
Securities of the applicable series, at least 10 days prior to the first
Interest Payment Date with respect to a series of Securities (or if the
Securities of such series shall not bear interest prior to Maturity, the first
day on which a payment of principal is made), and at least 10 days prior to
each date of payment of principal or interest if there has been any change with
respect to the matters set forth in the below-mentioned Guarantor's Officer's
Certificate, the Guarantor shall furnish to the Trustee and the principal
paying agent, if other than the Trustee, a Guarantor's Officer's Certificate
instructing the Trustee and such paying agent whether such payment of principal
of and premium, if any, interest or any other amounts on the Securities of such
series shall be made to Holders of Securities of such series


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<PAGE>


without withholding for or on account of any tax, fee, duty, assessment or
other governmental charge described in Section 12.02. If any such withholding
shall be required, then such Guarantor's Officer's Certificate shall specify by
taxing jurisdiction the amount, if any, required to be withheld on such
payments to such Holders of Securities, and the Guarantor agrees to pay to the
Trustee or such paying agent the additional amounts required by Section 12.02.
The Guarantor covenants to indemnify the Trustee and any paying agent for, and
to hold them harmless against, any loss, liability or expense reasonably
incurred without negligence or bad faith on their part arising out of or in
connection with actions taken or omitted by any of them in reliance on any
Guarantor's Officer's Certificate furnished pursuant to Section 12.02.

     Section 12.03. Guarantee Unconditional, etc. The Guarantor hereby agrees
that its obligations hereunder shall be as principal and not merely as surety,
and shall be absolute, irrevocable and unconditional, irrespective of, and
shall be unaffected by, any invalidity, irregularity or unenforceability of any
Security or this Indenture, any failure to enforce the provisions of any
Security or this Indenture, or any waiver, modification, consent or indulgence
granted with respect thereto by the Holder of such Security or the Trustee, the
recovery of any judgment against the Issuer or any action to enforce the same,
or any other circumstances which may otherwise constitute a legal or equitable
discharge of a surety or guarantor. The Guarantor hereby waives diligence,
presentment, demand of payment, filing of claims with a court in the event of
merger, insolvency or bankruptcy of the Issuer, any right to require a
proceeding first against the Issuer, protest or notice with respect to any such
Security or the Indebtedness evidenced thereby and all demands whatsoever, and
covenants that this Guarantee will not be discharged except by payment in full
of the principal of, any premium and interest on, and any additional amounts
and sinking fund payments required with respect to, the Securities and the
complete performance of all other obligations contained in the Securities. The
Guarantor further agrees, to the fullest extent that it lawfully may do so,
that, as between the Guarantor, on the one hand, and the Holders and the
Trustee, on the other hand, the maturity of the obligations guaranteed hereby
may be accelerated as provided in Section 4.01 hereof for the purposes of this
Guarantee, notwithstanding any stay, injunction or prohibition extant under any
bankruptcy, insolvency, reorganization or other similar law of any jurisdiction
preventing such acceleration in respect of the obligations guaranteed hereby.

     Section 12.04. Reinstatement. This Guarantee shall continue to be
effective or be reinstated, as the case may be, if at any time payment on any
Security, in whole or in part, is rescinded or must otherwise be restored to
the Issuer or the Guarantor upon the bankruptcy, liquidation or reorganization
of the Issuer or otherwise.

     Section 12.05. Subrogation. The Guarantor shall be subrogated to all
rights of the Holder of any Security against the Issuer in respect of any
amounts


                                      61
<PAGE>


paid to such Holder by the Guarantor pursuant to the provisions of this
Guarantee; provided, however, that the Guarantor shall not be entitled to
enforce, or to receive any payments arising out of or based upon, such right of
subrogation until the principal of, any premium and interest on, and any
additional amounts and sinking fund payments required with respect to, all
Securities shall have been paid in full.

     Section 12.06. Indemnity. As a separate and alternative stipulation, the
Guarantor unconditionally and irrevocably agrees that any sum expressed to be
payable by the Issuer under this Indenture or the Securities but which is for
any reason (whether or not now known or becoming known to the Issuer, the
Guarantor, the Trustee or any Holder of any Security) not recoverable from the
Guarantor on the basis of a guarantee will nevertheless be recoverable from it
as if it were the sole principal debtor and will be paid by it to the Trustee
on demand. This indemnity constitutes a separate and independent obligation
from the other obligations in this Indenture, gives rise to a separate and
independent cause of action and will apply irrespective of any indulgence
granted by the Trustee or any Holder of any Security.

     Section 12.07. Assumption by Guarantor.

     (a) The Guarantor may, without the consent of the Holders, assume all of
the rights and obligations of the Issuer hereunder with respect to a series of
Securities and under the Securities of such series if, after giving effect to
such assumption, no Event of Default or event which with the giving of notice
or lapse of time, or both, would become an Event of Default, shall have
occurred and be continuing. Upon such an assumption, the Guarantor shall
execute a supplemental indenture evidencing its assumption of all such rights
and obligations of the Issuer and the Issuer shall be released from its
liabilities hereunder and under such Securities as obligor on the Securities of
such Series.

     (b) The Guarantor shall assume all of the rights and obligations of the
Issuer hereunder with respect to a series of Securities and under the
Securities of such series if, upon a default by the Issuer in the due and
punctual payment of the principal, sinking fund payment, if any, premium, if
any, or interest on such Securities, the Guarantor is prevented by any court
order or judicial proceeding from fulfilling its obligations under Section
12.01 with respect to such series of Securities. Such assumption shall result
in the Securities of such series becoming the direct obligations of the
Guarantor and shall be effected without the consent of the Holders of the
Securities of any Series. Upon such an assumption, the Guarantor shall execute
a supplemental indenture evidencing its assumption of all such rights and
obligations of the Issuer, and the Issuer shall be released from its
liabilities hereunder and under such Securities as obligor on the Securities of
such Series.

                            [SIGNATURE PAGE FOLLOWS]


                                      62
<PAGE>


     IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed as of ___________, ____.


                                       ABN AMRO BANK N.V.


                                       By:
                                          --------------------------------------
                                          Name:
                                          Title:


                                       ABN AMRO HOLDING N.V.


                                       By:
                                          --------------------------------------
                                          Name:
                                          Title:


                                       [TRUSTEE],
                                          as Trustee


                                       By:
                                          --------------------------------------
                                          Name:
                                          Title:


                                      63