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                                                                     EXHIBIT 4.8

                             BRE PROPERTIES, INC.

                                      TO

                       ---------------------------------

                                    Trustee

                                   Indenture

                           Dated as of _____________

                            Senior Debt Securities
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                               TABLE OF CONTENTS

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ARTICLE ONE.  DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION............     1

SECTION 101.  DEFINITIONS........................................................     1

SECTION 102.  COMPLIANCE CERTIFICATES AND OPINIONS...............................    10

SECTION 103.  FORM OF DOCUMENTS DELIVERED TO TRUSTEE.............................    10

SECTION 104.  ACTS OF HOLDERS....................................................    11

SECTION 105.  NOTICES, ETC., TO TRUSTEE AND COMPANY..............................    12

SECTION 106.  NOTICE TO HOLDERS; WAIVER..........................................    12

SECTION 107.  EFFECT OF HEADINGS AND TABLE OF CONTENTS...........................    13

SECTION 108.  SUCCESSORS AND ASSIGNS.............................................    13

SECTION 109.  SEPARABILITY CLAUSE................................................    13

SECTION 110.  BENEFITS OF INDENTURE..............................................    13

SECTION 111.  GOVERNING LAW......................................................    13

SECTION 112.  LEGAL HOLIDAYS.....................................................    13


ARTICLE TWO. SECURITIES FORMS....................................................    14

SECTION 201.  FORMS OF DEBT SECURITIES...........................................    14

SECTION 202.  FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION....................    14

SECTION 203.  DEBT SECURITIES ISSUABLE IN GLOBAL FORM............................    14


ARTICLE THREE. THE SECURITIES....................................................    15

SECTION 301.  AMOUNT UNLIMITED; ISSUABLE IN SERIES...............................    15

SECTION 302.  DENOMINATIONS......................................................    18

SECTION 303.  EXECUTION, AUTHENTICATION, DELIVERY AND DATING.....................    19

SECTION 304.  TEMPORARY DEBT SECURITIES..........................................    20
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SECTION 305.  REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE...................................     22

SECTION 306.  MUTILATED, DESTROYED, LOST AND STOLEN DEBT SECURITIES.................................     25

SECTION 307.  PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED........................................     26

SECTION 308.  PERSONS DEEMED OWNERS.................................................................     27

SECTION 309.  CANCELLATION..........................................................................     28

SECTION 310.  COMPUTATION OF INTEREST...............................................................     28


ARTICLE FOUR. SATISFACTION AND DISCHARGE............................................................     28

SECTION 401.  SATISFACTION AND DISCHARGE OF INDENTURE...............................................     28

SECTION 402.  APPLICATION OF TRUST FUNDS............................................................     30


ARTICLE FIVE. REMEDIES..............................................................................     30

SECTION 501.  EVENTS OF DEFAULT.....................................................................     30

SECTION 502.  ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT....................................     31

SECTION 503.  COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY TRUSTEE.......................     32

SECTION 504.  TRUSTEE MAY FILE PROOFS OF CLAIM......................................................     33

SECTION 505.  TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF DEBT SECURITIES OR COUPONS...........     33

SECTION 506.  APPLICATION OF MONEY COLLECTED........................................................     34

SECTION 507.  LIMITATION ON SUITS...................................................................     34

SECTION 508.  UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL, PREMIUM, IF ANY, INTEREST AND
               ADDITIONAL AMOUNTS...................................................................     34

SECTION 509.  RESTORATION OF RIGHTS AND REMEDIES....................................................     35

SECTION 510.  RIGHTS AND REMEDIES CUMULATIVE........................................................     35

SECTION 511.  DELAY OR OMISSION NOT WAIVER..........................................................     35

SECTION 512.  CONTROL BY HOLDERS OF DEBT SECURITIES.................................................     35

SECTION 513.  WAIVER OF PAST DEFAULTS...............................................................     35

SECTION 514.  WAIVER OF USURY, STAY OR EXTENSION LAWS...............................................     36
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SECTION 515.  UNDERTAKING FOR COSTS.................................................................     36


ARTICLE SIX. THE TRUSTEE............................................................................     36

SECTION 601.  NOTICE OF DEFAULTS....................................................................     36

SECTION 602.  CERTAIN RIGHTS OF TRUSTEE.............................................................     37

SECTION 603.  NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF DEBT SECURITIES...........................     38

SECTION 604.  MAY HOLD DEBT SECURITIES..............................................................     38

SECTION 605.  MONEY HELD IN TRUST...................................................................     38

SECTION 606.  COMPENSATION AND REIMBURSEMENT........................................................     38

SECTION 607.  CORPORATE TRUSTEE REQUIRED; ELIGIBILITY; CONFLICTING INTERESTS........................     39

SECTION 608.  RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.....................................     39

SECTION 609.  ACCEPTANCE OF APPOINTMENT BY SUCCESSOR................................................     40

SECTION 610.  MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS...........................     41

SECTION 611.  APPOINTMENT OF AUTHENTICATING AGENT...................................................     41


ARTICLE SEVEN. HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY....................................     42

SECTION 701.  DISCLOSURE OF NAMES AND ADDRESSES OF HOLDERS..........................................     43

SECTION 702.  REPORTS BY TRUSTEE....................................................................     43

SECTION 703.  REPORTS BY COMPANY....................................................................     43

SECTION 704.  COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF HOLDERS.............................     43


ARTICLE EIGHT. CONSOLIDATION, MERGER, SALE, LEASE OR CONVEYANCE.....................................     44

SECTION 801.  CONSOLIDATIONS AND MERGERS OF COMPANY AND SALES, LEASES AND CONVEYANCES PERMITTED
               SUBJECT TO CERTAIN CONDITIONS........................................................     44

SECTION 802.  RIGHTS AND DUTIES OF SUCCESSOR CORPORATION............................................     44

SECTION 803.  OFFICERS' CERTIFICATE AND OPINION OF COUNSEL..........................................     44

ARTICLE NINE. SUPPLEMENTAL INDENTURES................................................................    45
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SECTION 901.  SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS.....................................    45

SECTION 902.  SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS........................................    46

SECTION 903.  EXECUTION OF SUPPLEMENTAL INDENTURES...................................................    47

SECTION 904.  EFFECT OF SUPPLEMENTAL INDENTURES......................................................    47

SECTION 905.  CONFORMITY WITH TRUST INDENTURE ACT....................................................    47

SECTION 906.  REFERENCE IN DEBT SECURITIES TO SUPPLEMENTAL INDENTURES................................    47


ARTICLE TEN. COVENANTS...............................................................................    47

SECTION 1001. PAYMENT OF PRINCIPAL, PREMIUM, IF ANY, INTEREST AND ADDITIONAL AMOUNTS.................    47

SECTION 1002. MAINTENANCE OF OFFICE OR AGENCY........................................................    48

SECTION 1003. MONEY FOR DEBT SECURITIES PAYMENTS TO BE HELD IN TRUST.................................    49

SECTION 1004. EXISTENCE..............................................................................    51

SECTION 1005. MAINTENANCE OF PROPERTIES..............................................................    52

SECTION 1006. INSURANCE..............................................................................    52

SECTION 1007. PAYMENT OF TAXES AND OTHER CLAIMS......................................................    52

SECTION 1008. PROVISION OF FINANCIAL INFORMATION.....................................................    52

SECTION 1009. WAIVER OF CERTAIN COVENANTS............................................................    52

SECTION 1010. STATEMENT AS TO COMPLIANCE.............................................................    53

SECTION 1011. ADDITIONAL AMOUNTS.....................................................................    53


ARTICLE ELEVEN. REDEMPTION OF SECURITIES.............................................................    54

SECTION 1101. APPLICABILITY OF ARTICLE..............................................................     54

SECTION 1102. ELECTION TO REDEEM; NOTICE TO TRUSTEE.................................................     54
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SECTION 1103. SELECTION BY TRUSTEE OF DEBT SECURITIES TO BE REDEEMED................................     54

SECTION 1104. NOTICE OF REDEMPTION..................................................................     54

SECTION 1105. DEPOSIT OF REDEMPTION PRICE...........................................................     55

SECTION 1106. DEBT SECURITIES PAYABLE ON REDEMPTION DATE............................................     56

SECTION 1107. DEBT SECURITIES REDEEMED IN PART......................................................     56

SECTION 1108. CONVERSION ARRANGEMENT ON CALL FOR REDEMPTION.........................................     57


ARTICLE TWELVE. SINKING FUNDS.......................................................................     57

SECTION 1201. APPLICABILITY OF ARTICLE..............................................................     57

SECTION 1202. SATISFACTION OF SINKING FUND PAYMENTS WITH DEBT SECURITIES............................     57

SECTION 1203. REDEMPTION OF DEBT SECURITIES FOR SINKING FUND........................................     58


ARTICLE THIRTEEN. REPAYMENT AT THE OPTION OF HOLDERS................................................     58

SECTION 1301. APPLICABILITY OF ARTICLE..............................................................     58


ARTICLE FOURTEEN. DEFEASANCE AND COVENANT DEFEASANCE................................................     59

SECTION 1401. APPLICABILITY OF ARTICLE; COMPANY'S OPTION TO EFFECT DEFEASANCE OR COVENANT
                DEFEASANCE..........................................................................     59

SECTION 1402. DEFEASANCE AND DISCHARGE..............................................................     59

SECTION 1403. COVENANT DEFEASANCE...................................................................     59

SECTION 1404. CONDITIONS TO DEFEASANCE OR COVENANT DEFEASANCE.......................................     60

SECTION 1405. DEPOSITED MONEY AND GOVERNMENT OBLIGATIONS TO BE HELD IN TRUST; OTHER
               MISCELLANEOUS PROVISIONS.............................................................     61

SECTION 1406. REINSTATEMENT.........................................................................     62


ARTICLE FIFTEEN. MEETINGS OF HOLDERS OF SECURITIES..................................................     62

SECTION 1501. PURPOSES FOR WHICH MEETINGS MAY BE CALLED.............................................     62

SECTION 1502. CALL, NOTICE AND PLACE OF MEETINGS....................................................     63

SECTION 1503. PERSONS ENTITLED TO VOTE AT MEETINGS..................................................     63
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SECTION 1504. QUORUM; ACTION........................................................................     63

SECTION 1505. DETERMINATION OF VOTING RIGHTS; CONDUCT AND ADJOURNMENT OF MEETINGS...................     64

SECTION 1506. COUNTING VOTES AND RECORDING ACTION OF MEETINGS.......................................     65
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                                      vi
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                             BRE PROPERTIES, INC.

          Reconciliation and tie between Trust Indenture Act of 1939

            (the "1939 Act") and Indenture, dated as of __________

1939 Act Section                                             Indenture section
----------------                                             -----------------
Section 310(a)(1)                                            607
(a)(2)                                                       607
(b)                                                          604, 607, 608
Section 312(b)                                               701
(c)                                                          701
Section 313                                                  101 ("Outstanding")
(a)                                                          702
(c)                                                          601, 702, 703
Section 314(a)                                               703, 1012
(a)(4)                                                       102
(c)(1)                                                       102
(c)(2)                                                       102
(e)                                                          102
Section 315(a)-(d)                                           303, 602
(e)                                                          515
Section 316(a)(last sentence)                                101 ("Outstanding")
(c)                                                          104
Section 317(a)(1)                                            503
(a)(2)                                                       504
Section 318(a)                                               111
(c)                                                          111
     NOTE: This reconciliation and tie shall not, for any purpose, be deemed to
be a part of the Indenture.

     Attention should also be directed to Section 318(c) of the 1939 Act, which
provides that the provisions of Sections 310 to and including 317 of the 1939
Act are a part of and govern every qualified indenture, whether or not
physically contained therein.

                                      vii
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     INDENTURE, dated as of __________, between BRE PROPERTIES, INC., a Maryland
corporation (hereinafter called the "Company"), having its principal office at
One Montgomery Street, Telesis Tower, Suite 2500, San Francisco, California
94104-5525, and __________ of __________, a trust company organized and existing
under the laws of the State of California, as Trustee hereunder (hereinafter
called the "Trustee"), having its Corporate Trust ______________________________
____________________________________________.

                            RECITALS OF THE COMPANY

     The Company deems it necessary to issue from time to time for its lawful
purposes senior debt securities (hereinafter called the "Debt Securities")
evidencing its unsecured and unsubordinated indebtedness, and has duly
authorized the execution and delivery of this Indenture to provide for the
issuance from time to time of the Debt Securities, unlimited as to principal
amount, to bear interest at the rates or formulas, to mature at such times and
to have such other provisions as shall be fixed as hereinafter provided.

     This Indenture is subject to the provisions of the Trust Indenture Act of
1939, as amended, that are deemed to be incorporated into this Indenture and
shall, to the extent applicable, be governed by such provisions.

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

     NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

                                 ARTICLE ONE.
            DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

     SECTION 101.  DEFINITIONS.  For all purposes of this Indenture, except as
otherwise expressly provided or unless the context otherwise requires:

     (1)  the terms defined in this Article have the meanings assigned to hem in
this Article, and include the plural as well as the singular;

     (2)  all other terms used herein which are defined in the TIA, either
directly or by reference therein, have the meanings assigned to them therein,
and the terms "cash transaction" and "self-liquidating paper," as used in TIA
Section 311, shall have the meanings assigned to them in the rules of the
Commission adopted under the TIA;

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

     (4)  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.

     Certain terms used principally in Article Three, Article Five, Article Six
and Article Ten are defined in those Articles.

                                       1
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     "Acquired Debt" means Debt of a Person (i) existing at the time such Person
is merged or consolidated with or into, or becomes a Subsidiary of, the Company
or (ii) assumed by the Company or any of its Subsidiaries in connection with the
acquisition of assets from such Person. Acquired Debt shall be deemed to be
incurred on the date the acquired Person is merged or consolidated with or into,
or becomes a Subsidiary of, the Company or the date of the related acquisition,
as the case may be.

     "Act" when used with respect to any Holder, has the meaning specified in
Section 104.

     "Additional Amounts" means any additional amounts which are required by a
Debt Security or by or pursuant to a Board Resolution, under circumstances
specified therein, to be paid by the Company in respect of certain taxes imposed
on certain Holders and which are owing to such Holders.

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

     "Annual Debt Service Charge" means, for any period, the interest expense of
the Company and its Subsidiaries for such period (including, without
duplication, (i) all amortization of debt discount, (ii) all accrued interest,
(iii) all capitalized interest and (iv) the interest component of capitalized
lease obligations), determined on a consolidated basis in accordance with
generally accepted accounting principles.

     "Authenticating Agent" means any authenticating agent appointed by the
Trustee pursuant to Section 611.

     "Authorized Newspaper" means a newspaper, printed in the English language
or in an official language of the country of publication, customarily published
on each Business Day, whether or not published on Saturdays, Sundays or
holidays, and of general circulation in each place in connection with which the
term is used or in the financial community of each such place. Whenever
successive publications are required to be made in Authorized Newspapers, the
successive publications may be made in the same or in different Authorized
Newspapers in the same city meeting the foregoing requirements and in each case
on any Business Day.

     "Bankruptcy Law" has the meaning specified in Section 501.

     "Bearer Debt Security" means any Debt Security established pursuant to
Section 201 which is payable to bearer.

     "Board of Directors" means the board of directors of the Company or any
committee of that board duly authorized to act generally or in any particular
respect for the Company hereunder.

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

     "Business Day" when used with respect to any Place of Payment or any other
particular location referred to in this Indenture or in the Debt Securities,
means, unless otherwise specified with respect to any securities pursuant to
Section 301, any day, other than a Saturday or Sunday, that is neither a legal

                                       2
<PAGE>

holiday nor a day on which banking institutions in that Place of Payment or
particular location are authorized or required by law, regulation or executive
order to close.

     "CEDEL" means Centrale de Livraison de Valeurs Mobilieres, S.A., or its
successor.

     "Commission" means the Securities and Exchange Commission, as from time to
time constituted, created under the Securities Exchange Act of 1934, as amended,
or, if at any time after execution of this instrument 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.

     "Common Depository" has the meaning set forth in Section 304.

     "Common Shares" means, with respect to any Person, capital stock issued by
such Person other than Preferred Shares.

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

     "Company Request" and "Company Order" mean, respectively, a written request
or order signed in the name of the Company by the Chairman, any Vice Chairman,
the President or a Vice President, and by the Treasurer, an Assistant Treasurer,
the Secretary or an Assistant Secretary, of the Company, and delivered to the
Trustee.

     "Consolidated Income Available For Debt Service" for any period means
Consolidated Net Income of the Company and its Subsidiaries for such period,
plus amounts which have been deducted and minus amounts which have been added
for (without duplication) (i) interest expense on Debt, (ii) provision for taxes
based on income, (iii) amortization of debt discount and deferred financing
costs, (iv) provisions for gains and losses on sales or other dispositions of
properties and other investments, (v) property depreciation and amortization,
(vi) the effect of any non-cash items resulting from a change in accounting
principles in determining Consolidated Net Income, and (vii) amortization of
deferred charges, all determined on a consolidated basis in accordance with
generally accepted accounting principles.

     "Consolidated Net Income" for any period means the amount of net income (or
loss) of the Company and its Subsidiaries for such period, excluding (without
duplication) (i) extraordinary items and (ii) the portion of net income (but not
losses) of the Company and its Subsidiaries allocable to minority interests in
unconsolidated Persons to the extent that cash dividends or distributions have
not actually been received by the Company or one of its Subsidiaries, all
determined on a consolidated basis in accordance with generally accepted
accounting principles.

     "Conversion Event" means the cessation of use of (i) a Foreign Currency
both by the government of the country which issued such currency and for the
settlement of transactions by a central bank or other public institutions of or
within the international banking community (ii) the ECU both within the European
Monetary System and for the settlement of transactions by public institutions of
or within the European Communities or (iii) any currency unit (or composite
currency) other than the ECU for the purposes for which it was established.

     "Corporate Trust Office" means the office of the Trustee at which, at any
particular time, its corporate trust business shall be principally administered,
which office at the date hereof is located at

----------------------------- -------- -------------------------------.

                                       3
<PAGE>

     "Corporation" or "corporation" includes corporations, associations,
companies and business trusts; provided, however, that for purposes of the
definition of the term "Company" in this Section 101 and for purposes of Article
Eight, the term "corporation" shall not include associations, companies or
business trusts.

     "Coupon" or "coupon" means any interest coupon appertaining to a Bearer
security.

     "Custodian" has the meaning specified in section 501.

     "Debt" means, with respect to any Person, any indebtedness of such Person,
whether or not contingent, in respect of (i) borrowed money or evidenced by
bonds, notes, debentures or similar instruments, (ii) indebtedness secured by
any Lien on any property or asset owned by such Person, but only to the extent
of the lesser of (x) the amount of indebtedness so secured and (y) the fair
market value (determined in good faith by the board of directors of such Person
or, in the case of the Company or a Subsidiary, by the Company's Board of
Directors) of the property subject to such Lien, (iii) reimbursement
obligations, contingent or otherwise, in connection with any letters of credit
actually issued or amounts representing the balance deferred and unpaid of the
purchase price of any property except any such balance that constitutes an
accrued expense or trade payable, or (iv) any lease of property by such Person
as lessee which is required to be reflected on such Person's balance sheet as a
capitalized lease in accordance with GAAP, and also includes, to the extent not
otherwise included, any obligation of such Person to be liable for, or to pay,
as obligor, guarantor or otherwise (other than for purposes of collection in the
ordinary course of business), Debt of the types referred to above of another
Person (it being understood that Debt shall be deemed to be incurred by such
Person whenever such Person shall create, assume, guarantee or otherwise become
liable in respect thereof).

     "Debt Security" has the meaning stated in the first recital of this
Indenture and, more particularly, means any Debt Security or Debt Securities
authenticated and delivered under this Indenture; provided, however, that, if at
any time there is more than one Person acting as Trustee under this Indenture,
"Debt Securities" with respect to the Indenture as to which such Person is
Trustee shall have the meaning stated in the first recital of this Indenture and
shall more particularly mean Debt Securities authenticated and delivered under
this Indenture, exclusive, however, of Debt Securities of any series as to which
such Person is not Trustee.

     "Debt Security Register" and "Debt Security Registrar" have the same
meanings as the terms "Security Register" and "Security Registrar,"
respectively.

     "Defaulted Interest" has the meaning set forth in Section 307.

     "Dollar" or "$" means a dollar or other equivalent unit in such coin or
currency of the United States of America as at the time shall be legal tender
for the payment of public and private debts.

     "DTC" means The Depository Trust Company and any successor to DTC in its
capacity as depository for any Debt Securities.

     "ECU" means the European Currency Unit as defined and revised from time
to time by the Council of the European communities.

     "Euroclear" means Morgan Guaranty Trust Company of New York, Brussels
Office, or its successor as operator of the Euroclear System.

                                       4
<PAGE>

     "European Communities" means the European Economic Community, the European
Coal and Steel Community and the European Atomic Energy Community.

     "European Monetary System" means the European Monetary system established
by the Resolution of December 5, 1978 of the Council of the European
Communities.

     "Event of Default" has the meaning specified in Section 501.

     "Exchange Date" has the meaning set forth in Section 304.

     "Executive Group" means, collectively, those individuals holding the
offices of Chairman, Vice Chairman, President, Chief Executive Officer, Chief
Operating Officer or any Vice President of the Company.

     "Foreign Currency" means any currency, currency unit or composite currency,
including, without limitation, the ECU, issued by the government of one or more
countries other than the United States of America or by any recognized
confederation or association of such governments.

     "GAAP" and "generally accepted accounting principles" mean generally
accepted accounting principles, as in effect from time to time, as used in the
United States of America applied on a consistent basis.

     "Government Obligations" means securities which are (i) direct obligations
of the United States of America or the government which issued the Foreign
Currency in which the Debt Securities of a particular series are payable, for
the payment of which its full faith and credit is pledged or (ii) obligations of
a Person controlled or supervised by and acting as an agency or instrumentality
of the United States of America or such government which issued the Foreign
Currency in which the Debt Securities of such series are payable, the payment of
which is unconditionally guaranteed as a full faith and credit obligation by the
United States of America or such other government, which, in either case, are
not callable or redeemable at the option of the issuer thereof, and shall also
include a depository receipt issued by a bank or trust company as custodian with
respect to any such Government Obligation or a specific payment of interest on
or principal of any such Government Obligation held by such custodian for the
account of the holder of a depository receipt, provided that (except as required
by law) such custodian is not authorized to make any deduction from the amount
payable to the holder of such depository receipt from any amount received by the
custodian in respect of the Government Obligation or the specific payment of
interest on or principal of the Government Obligation evidenced by such
depository receipt.

     "Holder" means, in the case of a Registered Debt Security, the Person in
whose name a Debt Security is registered in the Security Register and, in the
case of a Bearer Debt Security, the bearer thereof and, when used with respect
to any coupon, shall mean the bearer thereof.

     "Indenture" means this instrument as originally executed or as it may from
time to time be supplemented or amended by one or more indentures supplemental
hereto entered into pursuant to the applicable provisions hereof, and shall
include the terms and provisions of any series of Debt Securities and any
coupons appertaining thereto established pursuant to Section 301 (as such terms
and provisions may be amended pursuant to the applicable provisions hereof).

     "Indexed Debt Security" means a Debt Security the terms of which provide
that the principal amount thereof payable at Stated Maturity may be more or less
than the principal face amount thereof at original issuance.

                                       5
<PAGE>

     "Interest" when used with respect to an Original Issue Discount Debt
Security which by its terms bears interest only after Maturity, shall mean
interest payable after Maturity, and, when used with respect to a Debt Security
which provides for the payment of Additional Amounts pursuant to Section 1015,
includes such Additional Amounts.

     "Interest Payment Date" when used with respect to any Debt Security, means
the Stated Maturity of an installment of interest on such Debt Security.

     "Lien" means any mortgage, deed of trust, lien, charge, pledge, security
interest, security agreement or other encumbrance of any kind.

     "Maturity" when used with respect to any Debt Security, means the date on
which the principal of such Debt Security or an installment of principal becomes
due and payable as therein or herein provided, whether at the Stated Maturity or
by declaration of acceleration, notice of redemption, notice of option to elect
repayment or otherwise.

     "Officers' Certificate" means a certificate signed by the Chairman, any
Vice Chairman, the President or a Vice President and by the Treasurer, an
Assistant Treasurer, the Secretary or an Assistant Secretary of the Company, and
delivered to the Trustee.

     "Opinion of Counsel" means a written opinion of counsel, who may be counsel
for the Company or who may be an employee of or other counsel for the Company
and who shall be reasonably satisfactory to the Trustee.

     "Original Issue Discount Debt Security" means any Debt Security which
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 502.

     "Outstanding" when used with respect to Debt Securities, means, as of the
date of determination, all Debt Securities theretofore authenticated and
delivered under this Indenture, except:

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

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

     (iii)  Debt Securities, except to the extent provided in Sections 1402
and 1403, with respect to which the Company has effected defeasance and/or
covenant defeasance as provided in Article Fourteen;

     (iv)   Debt Securities which have been paid pursuant to Section 306 or in
exchange for or in lieu of which other Debt Securities have been authenticated
and delivered pursuant to this Indenture, other than any such Debt Securities in
respect of which there shall have been presented to the Trustee proof
satisfactory to it that such Debt Securities are held by a bona fide purchaser
in whose hands such Debt Securities are valid obligations of the Company; and

                                       6
<PAGE>

     (v)  Debt Securities converted into Common Shares or Preferred Shares
pursuant to or in accordance with this Indenture if the terms of such Debt
Securities provide for convertibility pursuant to Section 301;

     Provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Debt Securities have given any request,
demand, authorization, direction, notice, consent or waiver hereunder or are
present at a meeting of Holders for quorum purposes, and for the purpose of
making the calculations required by TIA Section 3013, (i) the principal amount
of an Original Issue Discount Debt Security that may be counted in making such
determination or calculation and that shall be deemed to be Outstanding for such
purpose shall be equal to the amount of principal thereof that would be (or
shall have been declared to be) due and payable, at the time of such
determination, upon a declaration of acceleration of the maturity thereof
pursuant to Section 502, (ii) the principal amount of any Debt Security
denominated in a Foreign Currency that may be counted in making such
determination or calculation and that shall be deemed Outstanding for such
purpose shall be equal to the Dollar equivalent, determined pursuant to Section
301 as of the date such Debt Security is originally issued by the Company, of
the principal amount (or, in the case of an Original Issue Discount Debt
Security, the Dollar equivalent as of such date of original issuance of the
amount determined as provided in clause (i) above) of such Debt Security, (iii)
the principal amount of any Indexed Debt Security that may be counted in making
such determination or calculation and that shall be deemed Outstanding for such
purpose shall be equal to the principal face amount of such Indexed Debt
Security at original issuance, unless otherwise provided with respect to such
Debt Security pursuant to Section 301, and (iv) Debt Securities owned by the
Company or any other obligor upon the Debt Securities or any Affiliate of the
Company or of such other obligor shall be disregarded and deemed not to be
Outstanding, except that, in determining whether the Trustee shall be protected
in making such calculation or in relying upon any such request, demand,
authorization, direction, notice, consent or waiver, only Debt Securities which
the Trustee knows to be so owned shall be so disregarded. Debt 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 Debt Securities and that the pledgee is not the
Company or any other obligor upon the Debt Securities or any Affiliate of the
Company or of such other obligor.

     "Paying Agent" means any Person authorized by the Company to pay the
principal of (and premium, if any) or interest on any Debt Securities or coupons
on behalf of the Company.

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

     "Place of Payment," when used with respect to the Debt Securities of or
within any series, means the place or places where the principal of (and
premium, if any) and interest on such Debt Securities are payable as specified
as contemplated by Sections 301 and 1002.

     "Predecessor Debt Security" of any particular Debt Security means every
previous security evidencing all or a portion of the same debt as that evidenced
by such particular Debt Security; and, for the purposes of this definition, any
Debt Security authenticated and delivered under Section 306 in exchange for or
in lieu of a mutilated, destroyed, lost or stolen Debt Security or a Debt
Security to which a mutilated, destroyed, lost or stolen coupon appertains shall
be deemed to evidence the same debt as the mutilated, destroyed, lost or stolen
Debt Security or the Debt Security to which the mutilated, destroyed, lost or
stolen coupon appertains.

                                       7
<PAGE>

     "Preferred Shares" means, with respect to any Person, capital stock issued
by such Person that is entitled to a preference or priority over any other
capital stock issued by such Person upon any distribution of such Person's
assets, whether by dividend or upon liquidation.

     "Redemption Date" when used with respect to any Debt Security to be
redeemed, in whole or in part, means the date fixed for such redemption by or
pursuant to this Indenture.

     "Redemption Price" when used with respect to any Debt Security to be
redeemed, means the price at which it is to be redeemed pursuant to this
Indenture.

     "Registered Debt Security" shall mean any Debt Security which is registered
in the Security Register.

     "Regular Record Date" for the interest payable on any Interest Payment Date
on the Registered Debt Securities of or within any series means the date
specified for that purpose as contemplated by Section 301, whether or not a
Business Day.

     "Repayment Date" means, when used with respect to any Debt Security to be
repaid at the option of the Holder, the date fixed for such repayment by or
pursuant to this Indenture.

     "Repayment Price" means, when used with respect to any Debt Security to be
repaid at the option of the Holder, the price at which it is to be repaid by or
pursuant to this Indenture.

     "Responsible Officer" when used with respect to the Trustee, means the
chairman or vice-chairman of the board of directors, the chairman or vice-
chairman of the executive committee of the board of directors, the president,
any vice president, the secretary, any assistant secretary, the treasurer, any
assistant treasurer, the cashier, any assistant cashier, any trust officer or
assistant trust officer, the controller or any other officer of the Trustee
customarily performing functions similar to those performed by any of the above
designated officers.

     "Securities Exchange Act of 1934" means the Securities Exchange Act of
1934, as amended, and any reference herein to such Act or a particular provision
or section thereof shall mean, unless otherwise expressly stated or the context
otherwise requires, such Act, provision or section, as the case may be, as
amended or replaced from time to time or as supplemented from time to time.

     "Security Register" and "Security Registrar" have the respective meanings
specified in Section 305.

     "Significant Subsidiary" means any Subsidiary which is a "significant
subsidiary" (as defined in Rule 1-02 of Regulation S-X promulgated under the
Securities Act of 1933, as in effect on January 1, 1996) of the Company.

     "Special Record Date" for the payment of any Defaulted Interest on the
Registered Debt Securities of or within any series means a date fixed by the
Trustee pursuant to Section 307.

     "Stated Maturity," when used with respect to any Debt Security or any
installment of principal thereof or interest thereon, means the date specified
in such Debt Security or a coupon representing such installment of interest or
in or pursuant to this Indenture as the fixed date on which the principal of
such Debt Security or such installment of principal or interest is due and
payable.

                                       8
<PAGE>

     "Subsidiary" means (i) a corporation, partnership, joint venture, limited
liability company or other Person the majority of the shares, if any, of the
non-voting capital stock or other equivalent ownership interests of which
(except directors' qualifying shares) are at the time directly or indirectly
owned by the Company and/or any other Subsidiary or Subsidiaries, and the
majority of the shares of the voting capital stock or other equivalent ownership
interests of which (except directors' qualifying shares) are at the time
directly or indirectly owned by the Company, any other Subsidiary or
Subsidiaries, and/or one or more individuals of the Executive Group (or, in the
event of death or disability of any of such individuals, his/her respective
legal representative(s), or such individuals' successors in office as an officer
of the Company), and (ii) any Person the accounts of which are consolidated with
the accounts of the Company.

     "Total Assets" means the sum of (without duplication) (i) Undepreciated
Real Estate Assets and (ii) all other assets (excluding accounts receivable and
intangibles) of the Company and its Subsidiaries, all determined on a
consolidated basis in accordance with generally accepted accounting principles.

     "Total Unencumbered Assets" means the sum of (without duplication) (i)
those Undepreciated Real Estate Assets which are not subject to a Lien securing
Debt and (ii) all other assets (excluding accounts receivable and intangibles)
of the Company and its Subsidiaries not subject to a Lien securing Debt, all
determined on a consolidated basis in accordance with generally accepted
accounting principles.

     "Trust Indenture Act" or "TIA" means the Trust Indenture Act of 1939, as
amended, and any reference herein to the Trust Indenture Act or the TIA or a
particular provision thereof shall mean such Act or provision, as the case may
be, as amended or replaced from time to time or as supplemented from time to
time by rules or regulations adopted by the Commission under or in furtherance
of the purposes of such Act or provision, as the case may be.

     "Trustee" means the Person named as the "Trustee" in the first paragraph of
this Indenture until a successor Trustee shall have become such pursuant to the
applicable provisions of this Indenture, and thereafter "Trustee" shall mean or
include each Person who is then a Trustee hereunder; provided, however, that if
at any time there is more than one such Person,

     "Trustee" as used with respect to the Debt Securities of any series shall
mean only the Trustee with respect to Debt Securities of that series.

     "Undepreciated Real Estate Assets" means, as of any date, the cost
(original cost plus capital improvements) of real estate assets of the Company
and its Subsidiaries on such date, before depreciation and amortization, all
determined on a consolidated basis in accordance with generally accepted
accounting principles.

     "United States" means, unless otherwise specified with respect to any Debt
Securities pursuant to Section 301, the United States of America (including the
states and the District of Columbia), its territories, its possessions and other
areas subject to its jurisdiction.

     "United States of America" means the United States of America (including
the states and the District of Columbia), but excluding its territories, its
possessions and other areas subject to its jurisdiction.

     "United States Person" means, unless otherwise specified with respect to
any Debt Securities pursuant to Section 301, any citizen or resident of the
United States, any corporation, partnership or other entity created or organized
in or under the laws of the United States, any estate the income of which is
subject to United States federal income taxation regardless of its source, or
any trust whose administration

                                       9
<PAGE>

is subject to the primary supervision of a United States court and which has one
or more United States fiduciaries who have the authority to control all
substantial decisions of the trust.

     "Unsecured Debt" means Debt of the Company or any of its Subsidiaries which
is not secured by a Lien on any property or assets of the Company or any of its
Subsidiaries.

     SECTION 102.  COMPLIANCE CERTIFICATES AND OPINIONS. Upon any application or
request by the Company to the Trustee to take any action under any provision of
this Indenture, the Company shall furnish to the Trustee an Officers'
Certificate stating that all conditions precedent, if any, provided for in this
Indenture relating to the proposed action have been complied with and an Opinion
of Counsel stating that in the opinion of such counsel all such conditions
precedent, if any, have been complied with, except that in the case of any such
application or request as to which the furnishing of such documents is
specifically required by any provision of this Indenture relating to such
particular application or request, no additional certificate or opinion need be
furnished.

     Every certificate or opinion with respect to compliance with a condition or
covenant provided for in this Indenture shall include:

     (1)  a statement that each individual signing such certificate or opinion
has read such condition or covenant and the definitions herein relating thereto;

     (2)  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;

     (3)  a statement that, in the opinion of each such individual, he has made
such examination or investigation as is necessary to enable him to express an
informed opinion as to whether or not such condition or covenant has been
satisfied or complied with; and

     (4)  a statement as to whether, in the opinion of each such individual,
such condition or covenant has been satisfied or complied with.

     SECTION 103.  FORM OF DOCUMENTS DELIVERED TO TRUSTEE. In any case where
several matters are required to be certified by, or covered by an opinion of,
any specified Person, it is not necessary that all such matters be certified by,
or covered by the opinion of, only one such Person, or that they be so certified
or covered by only one document, but one such Person may certify or give an
opinion as to some matters and one or more other such Persons as to other
matters, and any such Person may certify or give an opinion as to such matters
in one or several documents.

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

     Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture, they may, but need not, be consolidated and
form one instrument.

                                       10
<PAGE>

     SECTION 104. ACTS OF HOLDERS. (a) Any request, demand, authorization,
direction, notice, consent, waiver or other action provided by this Indenture to
be given or taken by Holders of the outstanding Debt Securities of all series or
one or more series, as the case may be, may be embodied in and evidenced by one
or more instruments of substantially similar tenor signed by such Holders in
person or by agents duly appointed in writing. If Debt Securities of a series
are issuable as Bearer Debt Securities, any request, demand, authorization,
direction, notice, consent, waiver or other action provided by this Indenture to
be given or taken by Holders of Debt Securities of such series may,
alternatively, be embodied in and evidenced by the record of Holders of Debt
Securities of such series voting in favor thereof, either in person or by
proxies duly appointed in writing, at any meeting of Holders of Debt Securities
of such series duly called and held in accordance with the provisions of Article
Fifteen, or a combination of such instruments and any such record. Except as
herein otherwise expressly provided, such action shall become effective when
such instrument or instruments or record or both are delivered to the Trustee
and, where it is hereby expressly required, to the Company. Such instrument or
instruments and any such record (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of the Holders signing
such instrument or instruments or so voting at any such meeting. Proof of
execution of any such instrument or of a writing appointing any such agent, or
of the holding by any Person of a Debt Security, shall be sufficient for any
purpose of this Indenture and conclusive in favor of the Trustee and the Company
and any agent of the Trustee or the Company, if made in the manner provided in
this Section. The record of any meeting of Holders of Debt Securities shall be
proved in the manner provided in Section 1506.

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

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

     (d)  The ownership of Bearer Debt Securities may be proved by the
production of such Bearer Debt Securities or by a certificate executed, as
depository, by any trust company, bank, banker or other depository, wherever
situated, if such certificate shall be deemed by the Trustee to be satisfactory,
showing that at the date therein mentioned such Person had on deposit with such
depository, or exhibited to it, the Bearer Debt Securities therein described; or
such facts may be proved by the certificate or affidavit of the Person holding
such Bearer Debt Securities, if such certificate or affidavit is deemed by the
Trustee to be satisfactory. The Trustee and the Company may assume that such
ownership of any Bearer Debt Security continues until (1) another certificate or
affidavit bearing a later date issued in respect of the same Bearer Debt
Security is produced, or (2) such Bearer Debt Security is produced to the
Trustee by some other Person, or (3) such Bearer Debt Security is surrendered in
exchange for a Registered Debt Security, or (4) such Bearer Debt Security is no
longer outstanding. The ownership of Bearer Debt Securities may also be proved
in any other manner which the Trustee deems sufficient.

     (e)  If the Company shall solicit from the Holders of Registered Securities
any request, demand, authorization, direction, notice, consent, waiver or other
Act, the Company may, at its option, in or pursuant to a Board Resolution, fix
in advance a record date for the determination of Holders entitled to give such
request, demand, authorization, direction, notice, consent, waiver or other Act,
but the Company shall have no obligation to do so. Notwithstanding TIA Section
301.6(c), such record date shall be the record date specified in or pursuant to
such Board Resolution, which shall be a date not earlier than

                                       11
<PAGE>

the date 30 days prior to the first solicitation of Holders generally in
connection therewith and not later than the date such solicitation is completed.
If such a record date is fixed, such request, demand, authorization, direction,
notice, consent, waiver or other Act may be given before or after such record
date, but only the Holders of record at the close of business on such record
date shall be deemed to be Holders for the purposes of determining whether
Holders of the requisite proportion of outstanding Debt Securities have
authorized or agreed or consented to such request, demand, authorization,
direction, notice, consent, waiver or other Act, and for that purpose the
Outstanding Debt Securities shall be computed as of such record date; provided
that no such authorization, agreement or consent by the Holders on such record
date shall be deemed effective unless it shall become effective pursuant to the
provisions of this Indenture not later than eleven months after the record date.

     (f)  Any request, demand, authorization, direction, notice, consent, waiver
or other Act of the Holder of any Debt Security shall bind every future Holder
of the same Debt Security and the Holder of every Debt Security issued upon the
registration of transfer thereof or in exchange therefor or in lieu thereof in
respect of anything done, omitted or suffered to be done by the Trustee, any
Debt Security Registrar, any Paying Agent, any Authenticating Agent or the
Company in reliance thereon, whether or not notation of such action is made upon
such Debt Security.

     SECTION 105. NOTICES, ETC., TO TRUSTEE AND COMPANY.  Any request, demand,
authorization, direction, notice, consent, waiver or Act of Holders or other
document provided or permitted by this Indenture to be made upon, given or
furnished to, or filed with,

     (1)  the Trustee by any Holder or by the Company shall be sufficient for
every purpose hereunder if made, given, furnished or filed in writing to or with
the Trustee at its Corporate Trust Office, Attention: Corporate Trust
Administration, or

     (2)  the Company by the Trustee or by any Holder shall be sufficient for
every purpose hereunder (unless otherwise herein expressly provided) if in
writing and mailed, first class postage prepaid, to the Company addressed to it
at the address of its principal office specified in the first paragraph of this
Indenture or at any other address previously furnished in writing to the Trustee
by the Company.

     SECTION 106. NOTICE TO HOLDERS; WAIVER. Where this Indenture provides for
notice of any event to Holders of Registered Debt Securities by the Company or
the Trustee, such notice shall be sufficiently given (unless otherwise herein
expressly provided) if in writing and mailed, first-class postage prepaid, to
each such Holder affected by such event, at his address as it appears in the
Security Register, not later than the latest date, and not earlier than the
earliest date, prescribed for the giving of such notice. In any case where
notice to Holders of Registered Debt Securities 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 of Registered Debt Securities or the sufficiency of any notice to
Holders of Bearer Debt Securities given as provided herein. Any notice mailed to
a Holder in the manner herein prescribed shall be conclusively deemed to have
been received by such Holder, whether or not such Holder actually receives such
notice.

     If by reason of the suspension of or irregularities in regular mail service
or by reason of any other cause it shall be impracticable to give such notice by
mail, then such notification to Holders of Registered Debt Securities as shall
be made with the approval of the Trustee shall constitute a sufficient
notification to such Holders for every purpose hereunder.

     Except as otherwise expressly provided herein or otherwise specified with
respect to any Debt Securities pursuant to Section 301, where this Indenture
provides for notice to Holders of Bearer Debt

                                       12
<PAGE>

Securities of any event, such notice shall be sufficiently given if published in
an Authorized Newspaper in [The City of New York] and in such other city or
cities as may be specified in such Debt Securities on a Business Day, such
publication to be not later than the latest date, and not earlier than the
earliest date, prescribed for the giving of such notice. Any such notice shall
be deemed to have been given on the date of such publication or, if published
more than once, on the date of the first such publication.

     If by reason of the suspension of publication of any Authorized Newspaper
or Authorized Newspapers or by reason of any other cause it shall be
impracticable to publish any notice to Holders of Bearer Debt Securities as
provided above, then such notification to Holders of Bearer Debt Securities as
shall be given with the approval of the Trustee shall constitute sufficient
notice to such Holders for every purpose hereunder. Neither the failure to give
notice by publication to any particular Holder of Bearer Debt Securities as
provided above, nor any defect in any notice so published, shall affect the
sufficiency of such notice with respect to other Holders of Bearer Debt
Securities or the sufficiency of any notice to Holders of Registered securities
given as provided herein.

     Any request, demand, authorization, direction, notice, consent or waiver
required or permitted under this Indenture shall be in the English language,
except that any published notice may be in an official language of the country
of publication.

     Where this Indenture provides for notice in any manner, such notice may be
waived in writing by the Person entitled to receive such notice, either before
or after the event, and such waiver shall be the equivalent of such notice.
Waivers of notice by Holders shall be filed with the Trustee, but such filing
shall not be a condition precedent to the validity of any action taken in
reliance upon such waiver.

     SECTION 107. EFFECT OF HEADINGS AND TABLE OF CONTENTS. The Article and
Section headings herein and the Table of Contents are for convenience only and
shall not affect the construction hereof.

     SECTION 108. SUCCESSORS AND ASSIGNS. All covenants and agreements in this
Indenture by the Company shall bind its successors and assigns, whether so
expressed or not.

     SECTION 109. SEPARABILITY CLAUSE. In case any provision in this Indenture
or in any Debt Security or coupon shall be invalid, illegal or unenforceable,
the validity, legality and enforceability of the remaining provisions shall not
in any way be affected or impaired thereby.

     SECTION 110. BENEFITS OF INDENTURE. Nothing in this Indenture or in the
Debt Securities or coupons, express or implied, shall give to any Person, other
than the parties hereto, any Debt Security Registrar, any Paying Agent, any
Authenticating Agent and their successors hereunder and the Holders, any benefit
or any legal or equitable right, remedy or claim under this Indenture.

     SECTION 111. GOVERNING LAW. This Indenture and the Debt Securities and
coupons shall be governed by and construed in accordance with the law of the
State of New York. This Indenture is subject to the provisions of the TIA that
are required to be part of this Indenture and shall, to the extent applicable,
be governed by such provisions.

     SECTION 112. LEGAL HOLIDAYS. In any case where any Interest Payment Date,
Redemption Date, Repayment Date, sinking fund payment date, Stated Maturity or
Maturity of any Debt Security shall not be a Business Day at any Place of
Payment, then (notwithstanding any other provision of this Indenture or any Debt
Security or coupon other than a provision in the Debt Securities of any series
which specifically states that such provision shall apply in lieu hereof),
payment of interest or any Additional Amounts or principal (and premium, if any)
need not be made at such Place of Payment on

                                       13
<PAGE>

such date, but may be made on the next succeeding Business Day at such Place of
Payment with the same force and effect as if made on the Interest Payment Date,
Redemption Date, Repayment Date or sinking fund payment date, or at the Stated
Maturity or Maturity, as the case may be, provided that no interest shall accrue
on the amount so payable for the period from and after such Interest Payment
Date, Redemption Date, Repayment Date, sinking fund payment date, Stated
Maturity or Maturity, as the case may be.

                                 ARTICLE TWO.
                               SECURITIES FORMS

SECTION 201. FORMS OF DEBT SECURITIES. The Registered Debt Securities, if any,
of each series and the Bearer Debt Securities, if any, of each series and
related coupons shall be in substantially the forms as shall be established in
or pursuant to one or more indentures supplemental hereto or by or pursuant to a
Board Resolution, shall have such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this
Indenture or any indenture supplemental hereto, and may have such letters,
numbers or other marks of identification or designation and such legends or
endorsements placed thereon as the Company may deem appropriate and as are not
inconsistent with the provisions of this Indenture, or as may be required to
comply with any law or with any rule or regulation made pursuant thereto or with
any rule or regulation of any stock exchange on which the Debt Securities may be
listed, or to conform to usage.

     Unless otherwise specified as contemplated by Section 301, Bearer Debt
Securities shall have interest coupons attached.

     The definitive Debt Securities and coupons shall be printed, lithographed
or engraved or produced by any combination of these methods on a steel engraved
border or steel engraved borders or may be produced in any other manner, all as
determined by the officer executing such Debt Securities or coupons, as
evidenced by his or her execution of such Debt Securities or coupons.

     SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. Subject to
Section 611, the Trustee's certificate of authentication shall be in
substantially the following form:

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

                             ______ __________________________, as Trustee

                          By:
                             ------ --------------------------------------------
                          Authorized Signatory

     SECTION 203. DEBT SECURITIES ISSUABLE IN GLOBAL FORM. If Debt Securities of
or within a series are issuable in global form, as specified as contemplated by
Section 301, then, notwithstanding clause (8) of Section 301 and the provisions
of Section 302, any such Debt Security shall represent such of the Outstanding
Debt Securities of such series as shall be specified therein and may provide
that it shall represent the aggregate amount of Outstanding Debt Securities of
such series from time to time endorsed thereon and that the aggregate amount of
Outstanding Debt Securities of such series represented thereby may from time to
time be increased or decreased to reflect exchanges. Any endorsement of a Debt
Security in global form to reflect the amount, or any increase or decrease in
the amount, of Outstanding Debt Securities represented thereby shall be made by
or at the direction of the Trustee in such manner and upon instructions given by
such Person or Persons as shall be specified therein or pursuant to Section 301
or in the Company Order to be delivered to the Trustee pursuant to

                                       14
<PAGE>

Section 303 or 304. Subject to the provisions of Section 303 and, if applicable,
Section 304, the Trustee shall deliver and redeliver any Debt Security in
permanent global form in the manner and upon instructions given by the Person or
Persons specified therein or pursuant to Section 301 or in the applicable
Company Order. If a Company Order pursuant to Section 303 or 304 has been or is
delivered, any instructions by the Company with respect to endorsement or
delivery or redelivery of a Debt Security in global form shall be in writing but
need not comply with Section 102 and need not be accompanied by an Opinion of
Counsel.

     The provisions of the last sentence of Section 303 shall apply to any Debt
Security represented by a Debt Security in global form if such Debt Security was
never issued and sold by the Company and the Company delivers to the Trustee the
Debt Security in global form together with written instructions (which need not
comply with Section 102 and need not be accompanied by an Opinion of Counsel)
with regard to the reduction in the principal amount of Debt Securities
represented thereby, together with the written statement contemplated by the
last sentence of Section 303.

     Notwithstanding the provisions of Section 307, unless otherwise specified
as contemplated by Section 301, payment of principal of and any premium and
interest on any Debt Security in permanent global form shall be made to the
Person or Persons specified therein.

     Notwithstanding the provisions of Section 308 and except as provided in the
preceding paragraph, the Company, the Trustee and any agent of the Company and
the Trustee shall treat as the Holder of such principal amount of Outstanding
Debt Securities represented by a global Debt Security (i) in the case of a
global Debt Security in registered form, the Holder of such global Debt Security
in registered form, or (ii) in the case of a global Debt Security in bearer
form, Euroclear or CEDEL.

                                ARTICLE THREE.
                                THE SECURITIES

SECTION 301. AMOUNT UNLIMITED; ISSUABLE IN SERIES. The aggregate principal
amount of Debt Securities which may be authenticated and delivered under this
Indenture is unlimited.

     The Debt Securities may be issued in one or more series. There shall be
established in one or more Board Resolutions or pursuant to authority granted by
one or more Board Resolutions and set forth, or determined in the manner
provided, in an Officers' Certificate, or established in or pursuant to one or
more indentures supplemental hereto, prior to the issuance of Debt Securities of
any series, any or all of the following, as applicable (each of which (except
for the matters set forth in clauses (1) and (2) below), if so provided, may be
determined from time to time by the Company with respect to unissued Debt
Securities of the series when issued from time to time):

     (1)  the title of the Debt Securities of the series (which shall
distinguish the Debt Securities of such series from all other series of Debt
Securities);

     (2)  any limit upon the aggregate principal amount of the Debt Securities
of the series that may be authenticated and delivered under this Indenture
(except for Debt Securities authenticated and delivered upon registration of
transfer of, or in exchange for, or in lieu of, other Debt Securities of the
series pursuant to Sections 304, 305, 306, 906 or 1107 or upon surrender of
other Debt Securities of the series for conversion in part or repayment in part
at the option of the Holders);

     (3)  the date or dates, or the method by which such date or dates will be
determined, on which the principal of the Debt Securities of the series shall be
payable;

                                       15
<PAGE>

     (4)  the rate or rates at which the Debt Securities of the series shall
bear interest, if any, or the method by which such rate or rates shall be
determined, the date or dates from which such interest shall accrue or the
method by which such date or dates shall be determined, the Interest Payment
Dates on which such interest will be payable and the Regular Record Date, if
any, for the interest payable on any Registered Debt Security on any Interest
Payment Date, or the method by which such date shall be determined, and the
basis upon which interest shall be calculated if other than that of a 360-day
year of twelve 30-day months;

     (5)  the place or places, if any, other than or in addition to [The Borough
of Manhattan, The City of New York], where the principal of (and premium, if
any), interest, if any, on, and Additional Amounts, if any, payable in respect
of, Debt Securities of the series shall be payable, any Registered Debt
Securities of the series may be surrendered for registration of transfer,
exchange or (if applicable) conversion and notices or demands to or upon the
Company in respect of the Debt Securities of the series and this Indenture may
be served;

     (6)  the period or periods within which, the price or prices at which, the
currency or currencies, currency unit or units or composite currency or
currencies in which, and other terms and conditions upon which Debt Securities
of the series may be redeemed, in whole or in part, at the option of the
Company, if the Company is to have the option;

     (7)  the obligation, if any, of the Company to redeem, repay or purchase
Debt Securities of the series pursuant to any sinking fund or analogous
provision or at the option of a Holder thereof, and the period or periods within
which or the date or dates on which, the price or prices at which, the currency
or currencies, currency unit or units or composite currency or currencies in
which, and other terms and conditions upon which Debt Securities of the series
shall be redeemed, repaid or purchased, in whole or in part, pursuant to such
obligation;

     (8)  if other than denominations of $1,000 and any integral multiple
thereof, the denominations in which any Registered Debt Securities of the series
shall be issuable and, if other than the denomination of $5,000, the
denomination or denominations in which any Bearer Debt Securities of the series
shall be issuable;

     (9)  if other than the Trustee, the identity of each Security Registrar
and/or Paying Agent;

     (10)  if other than 100% of the principal amount thereof, the portion of
the principal amount of Debt Securities of the series that shall be payable upon
declaration of acceleration of the Maturity thereof pursuant to Section 502 or,
if applicable, the portion of the principal amount of Debt Securities of the
series that is convertible in accordance with the provisions of this Indenture,
or the method by which such portion shall be determined;

     (11)  if other than Dollars, the Foreign Currency or Foreign Currencies in
which payment of the principal of (and premium if any) or interest or Additional
Amounts, if any, on the Debt Securities of the series shall be payable or in
which the Debt Securities of the series shall be denominated;

     (12)  whether the amount of payments of principal of (and premium, if any)
or interest, if any, on the Debt Securities of the series may be determined with
reference to an index, formula or other method (which index, formula or method
may be based, without limitation, or one or more currencies, currency units,
composite currencies, commodities, equity indices or other indices), and the
manner in which such amounts shall be determined;

                                       16
<PAGE>

     (13)  whether the principal of (and premium, if any) or interest or
Additional Amounts, if any, on the Debt Securities of the series are to be
payable, at the election of the Company or a Holder thereof, in a currency or
currencies, currency unit or units or composite currency or currencies other
than that in which such Debt Securities are denominated or stated to be payable,
the period or periods within which, and the terms and conditions upon which,
such election may be made, and the time and manner of, and identity of the
exchange rate agent with responsibility for, determining the exchange rate
between the currency or currencies, currency unit or units or composite currency
or currencies in which such Debt Securities are denominated or stated to be
payable and the currency or currencies, currency unit or units or composite
currency or currencies in which such Debt Securities are to be so payable;

     (14)  provisions, if any, granting special rights to the Holders of Debt
Securities of the series upon the occurrence of such events as may be specified;

     (15)  any deletions from, modifications of, or additions to the Events of
Default or covenants of the Company with respect to Debt Securities of the
series, whether or not such Events of Default or covenants are consistent with
the Events of Default or covenants set forth herein;

     (16)  whether Debt Securities of the series are to be issuable as
Registered Debt Securities, Bearer Debt Securities (with or without coupons) or
both, any restrictions applicable to the offer, sale or delivery of Bearer Debt
Securities and the terms upon which Bearer Debt Securities of the series may be
exchanged for Registered Debt Securities of the series and vice versa (if
permitted by applicable laws and regulations), whether any Debt Securities of
the series are to be issuable initially in temporary global form and whether any
Debt Securities of the series are to be issuable in permanent global form with
or without coupons and, if so, whether beneficial owners of interests in any
such permanent global Debt Security may exchange such interests for definitive
Debt Securities of such series and of like tenor of any authorized form and
denomination and the circumstances under which any such exchanges may occur, if
other than in the manner provided in Section 305, and, if Registered Debt
Securities of the series are to be issuable as a global Debt Security, the
identity of the initial depository for such series;

     (17)  the date as of which any Bearer Debt Securities of the series and any
temporary global Debt Security representing Outstanding Debt Securities of the
series shall be dated if other than the date of original issuance of the first
Debt Security of the series to be issued;

     (18)  the Person to whom any interest on any Registered Debt Security of
the series shall be payable, if other than the Person in whose name that Debt
Security (or one or more Predecessor Debt Securities) is registered at the close
of business on the Regular Record Date for such interest, the manner in which,
or the Person to whom, any interest on any Bearer Debt Security of the series
shall be payable, if otherwise than upon presentation and surrender of the
coupons appertaining thereto as they severally mature, and the extent to which,
or the manner in which, any interest payable on a temporary global Debt Security
on an Interest Payment Date will be paid if other than in the manner provided in
Section 304;

     (19)  the applicability, if any, of Sections 1402 and/or 1403 to the Debt
Securities of the series and any provisions in modification of, in addition to
or in lieu of any of the provisions of Article Fourteen;

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

                                       17
<PAGE>

     (21)  if the Debt Securities of the series are to be issued upon the
exercise of warrants, the time, manner and place for such Debt Securities to be
authenticated and delivered;

     (22)  whether and under what circumstances the Company will pay Additional
Amounts as contemplated by Section 1015 on the Debt Securities of the series to
any Holder who is not a United States Person (including any modification to the
definition of such term) in respect of any tax, assessment or governmental
charge and, if so, whether the Company will have the option to redeem such Debt
Securities rather than pay such Additional Amounts (and the terms of any such
option);

     (23)  the obligation, if any, of the Company to permit the conversion of
the Debt Securities of such series into the Company's Common Shares or Preferred
Shares or into other securities or property, as the case may be, and the terms
and conditions upon which such conversion shall be effected (which may include,
without limitation, the initial conversion price or rate, the conversion period,
any adjustment of the applicable conversion price and any requirements relative
to the reservation of such shares for purposes of conversion); and

     (24)  any other terms of the series and any deletions from or modifications
or additions to this Indenture in respect of such Debt Securities (whether or
not consistent with the other provisions of this Indenture).

     All Debt Securities of any one series and all coupons, if any, appertaining
to Bearer Debt Securities of such series shall be substantially identical except
as to currency or currency unit of payments due thereunder, denomination, rate
of interest or method of determining the rate of interest, if any, Maturity, and
the date from which interest, if any, shall accrue and except as may otherwise
be provided by the Company in the Board Resolution, or pursuant to the Board
Resolution and set forth in the Officers' Certificate, or in any indenture or
indentures supplemental hereto, as the case may be, pertaining to such series of
Debt Securities. The terms of the Debt Securities of any series may provide,
without limitation, that the Debt Securities shall be authenticated and
delivered by the Trustee on original issue from time to time upon telephonic or
written order of persons designated in or pursuant to the relevant Board
Resolution, Officers' Certificate or supplemental indenture, as the case may be
(telephonic instructions to be promptly confirmed in writing by such person) and
that such persons are authorized to determine, consistent with such Board
Resolution, Officers' Certificate or supplemental indenture, as the case may be,
such terms and conditions of the Securities of such series as are specified in
such Board Resolution, Officers' Certificate or supplemental indenture, as the
case may be. All Debt Securities of any one series need not be issued at the
same time and, unless otherwise provided, a series may be reopened, without the
consent of the Holders, for issuances of additional Debt Securities of such
series.

     If the form or any of the terms of the Debt Securities of any series are
established by action taken pursuant to one or more Board Resolutions, a copy of
an appropriate record of such action(s) shall be certified by the Secretary or
an Assistant Secretary of the Company and delivered to the Trustee at or prior
to the delivery of the Officers' Certificate setting forth the terms of the Debt
Securities of such series.

     SECTION 302. DENOMINATIONS. The Debt Securities of each series shall be
issuable in such denominations as shall be specified as contemplated by Section
301. With respect to Debt Securities of any series denominated in Dollars, in
the absence of any such provisions with respect to the Debt Securities of any
series, the Registered Debt Securities of such series, other than Registered
Debt Securities issued in global form (which may be of any denomination), shall
be issuable in denominations of $1,000 and any integral multiple thereof and the
Bearer Debt Securities of such series, other than Bearer Debt Securities issued
in global form (which may be of any denomination), shall be issuable in
denominations of $5,000.

                                       18
<PAGE>

     SECTION 303. EXECUTION, AUTHENTICATION, DELIVERY AND DATING. The Debt
Securities and any coupons appertaining thereto shall be executed on behalf of
the Company by its Chairman, any Vice Chairman, its President or one of its Vice
Presidents and attested by its Treasurer, one of its Assistant Treasurers, its
Secretary or one of its Assistant Secretaries. The signature of any of these
officers on the Debt Securities and coupons may be manual or facsimile
signatures of the present or any future such authorized officer and may be
imprinted or otherwise reproduced on the Debt Securities.

     Debt Securities or coupons bearing the manual or facsimile signatures of
individuals who were at any time the proper officers of the Company shall bind
the Company, notwithstanding that such individuals or any of them have ceased to
hold such offices prior to the authentication and delivery of such Debt
Securities or did not hold such offices at the date of such Debt Securities or
coupons.

     At any time and from time to time after the execution and delivery of this
Indenture, the Company may deliver Debt Securities of any series, together with
any coupon appertaining thereto, executed by the Company to the Trustee for
authentication, together with a Company Order for the authentication and
delivery of such Debt Securities, and the Trustee in accordance with the Company
Order shall authenticate and deliver such Debt Securities; provided, however,
that, in connection with its original issuance, no Bearer Debt Security shall be
mailed or otherwise delivered to any location in the United States; and provided
further that, unless otherwise specified with respect to any series of Debt
Securities pursuant to Section 301, a Bearer Debt Security may be delivered in
connection with its original issuance only if the Person entitled to receive
such Bearer Debt Security shall have furnished a certificate to Euroclear or
CEDEL, as the case may be, in the form set forth in Exhibit A-1 to this
Indenture or such other certificate as may be specified with respect to any
series of Debt Securities pursuant to Section 301, dated no earlier than 15 days
prior to the earlier of the date on which such Bearer Debt Security is delivered
and the date on which any temporary Debt Security first becomes exchangeable for
such Bearer Debt Security in accordance with the terms of such temporary Debt
Security and this Indenture. If any Debt Security shall be represented by a
permanent global Bearer Debt Security, then, for purposes of this Section 303
and Section 304, the notation of a beneficial owner's interest therein upon
original issuance of such Debt Security or upon exchange of a portion of a
temporary global Debt Security shall be deemed to be delivery in connection with
its original issuance of such beneficial owner's interest in such permanent
global Debt Security. Except as permitted by Section 306, the Trustee shall not
authenticate and deliver any Bearer Debt Security unless all appurtenant coupons
for interest then matured have been detached and canceled. In authenticating
such Debt Securities, and accepting the additional responsibilities under this
Indenture in relation to such Debt Securities, the Trustee shall be entitled to
receive, and (subject to TIA Section 3.15(a) through 3.15(d)) shall be fully
protected in relying upon,

     (i)  an Opinion of Counsel stating that

     (a)  the form or forms of such Debt Securities and any coupons have been
established in conformity with the provisions of this Indenture;

     (b)  the terms of such Debt Securities and any coupons have been
established in conformity with the provisions of this Indenture; and

     (c)  such Debt Securities, together with any coupons appertaining thereto,
when completed by appropriate insertions and executed and delivered by the
Company to the Trustee for authentication in accordance with this Indenture,
authenticated and delivered by the Trustee in accordance with this Indenture and
issued by the Company in the manner and subject to any conditions specified in
such Opinion of Counsel, will constitute legal, valid and binding obligations of
the Company, enforceable in accordance with their terms, except as limited by
any applicable bankruptcy, insolvency, reorganization,

                                       19
<PAGE>

moratorium or similar laws relating to or affecting the enforcement of
creditors' rights generally and general equitable principles; and

     (ii)  an Officers' Certificate stating that all conditions precedent
provided for in this Indenture relating to the issuance of the Debt Securities
have been complied with and that, to the best of the knowledge of the signers of
such certificate, no Event of Default with respect to any of the Debt Securities
shall have occurred and be continuing.

     If such form or terms have been so established, the Trustee shall not be
required to authenticate such Debt Securities if the issue of such Debt
Securities pursuant to this Indenture will affect the Trustee's own rights,
duties, obligations or immunities under the Debt Securities and this Indenture
or otherwise in a manner which is not reasonably acceptable to the Trustee.

     Notwithstanding anything herein to the contrary, if all the Debt Securities
of any series are not to be issued at one time, it shall not be necessary to
deliver an Officers' Certificate otherwise required pursuant to Section 301 or a
Company Order, an Opinion of Counsel or an Officers' Certificate otherwise
required pursuant to this Section 303 at the time of issuance of each Debt
Security of such series, but such order, opinion and certificates, with
appropriate modifications to cover such future issuances, shall be delivered at
or before the time of issuance of the first Debt Security of such series.

     Each Registered Debt Security shall be dated the date of its authentication
and each Bearer Debt Security shall be dated as of the date specified as
contemplated by Section 301.

     No Debt Security or coupon shall be entitled to any benefit under this
Indenture or be valid or obligatory for any purpose unless there appears on such
Debt Security or Debt Security to which such coupon appertains a certificate of
authentication substantially in the form provided for herein duly executed by
the Trustee by manual signature of an authorized signatory, and such certificate
upon any Debt Security shall be conclusive evidence, and the only evidence, that
such Debt Security has been duly authenticated and delivered hereunder and is
entitled to the benefits of this Indenture. Notwithstanding the foregoing, if
any Debt Security shall have been authenticated and delivered hereunder but
never issued and sold by the Company, and the Company shall deliver such Debt
Security to the Trustee for cancellation as provided in Section 309 together
with a written statement (which need not comply with Section 102 and need not be
accompanied by an Opinion of Counsel) stating that such Debt Security has never
been issued and sold by the Company, for all purposes of this Indenture such
Debt Security shall be deemed never to have been authenticated and delivered
hereunder and shall never be entitled to the benefits of this Indenture.

     SECTION 304. Temporary Debt Securities. (a) Pending the preparation of
definitive Debt Securities of any series, the Company may execute, and upon
Company Order the Trustee shall authenticate and deliver, temporary Debt
Securities which are printed, lithographed, typewritten, mimeographed or
otherwise produced, in any authorized denomination, substantially of the tenor
of the definitive Debt Securities in lieu of which they are issued, in
registered form, or, if authorized, in bearer form with one or more coupons or
without coupons, and with such appropriate insertions, omissions, substitutions
and other variations as the officers executing such Debt Securities may
determine, as conclusively evidenced by their execution of such Debt Securities.
In the case of Debt Securities of any series, such temporary Debt Securities may
be in global form.

     Except in the case of temporary Debt Securities in global form (which shall
be exchanged in accordance with Section 304(b) or as otherwise provided in or
pursuant to a Board Resolution), if temporary Debt Securities of any series are
issued, the Company will cause definitive Debt Securities of that series to be
prepared without unreasonable delay. After the preparation of definitive Debt
Securities

                                       20
<PAGE>

of such series, the temporary Debt Securities of such series shall be
exchangeable for definitive Debt Securities of such series upon surrender of the
temporary Debt Securities of such series at the office or agency of the Company
in a Place of Payment for that series, without charge to the Holder. Upon
surrender for cancellation of any one or more temporary Debt Securities of any
series (accompanied by any non-matured coupons appertaining thereto), the
Company shall execute and the Trustee shall authenticate and deliver in exchange
therefor a like principal amount of definitive Debt Securities of the same
series of authorized denominations; provided, however, that no definitive Bearer
Debt Security shall be delivered in exchange for a temporary Registered Debt
Security; and provided further that a definitive Bearer Debt Security shall be
delivered in exchange for a temporary Bearer Debt Security only in compliance
with the conditions set forth in Section 303. Until so exchanged, the temporary
Debt Securities of any series shall in all respects be entitled to the same
benefits under this Indenture as definitive Debt Securities of such series.

     (b)  Unless otherwise provided in or pursuant to a Board Resolution, this
Section 304(b) shall govern the exchange of temporary Debt Securities issued in
global form other than through the facilities of DTC. If any such temporary Debt
Security is issued in global form, then such temporary global Debt Security
shall, unless otherwise provided therein or pursuant to Section 301, be
delivered to the London office of a depository or common depository (the "Common
Depository"), for the benefit of Euroclear and CEDEL, for credit to the
respective accounts of the beneficial owners of such Debt Securities (or to such
other accounts as they may direct).

     Without unnecessary delay but in any event not later than the date
specified in, or determined pursuant to the terms of, any such temporary global
Debt Security (the "Exchange Date"), the Company shall deliver to the Trustee
definitive Debt Securities, in aggregate principal amount equal to the principal
amount of such temporary global Debt Security, executed by the Company. On or
after the Exchange Date, such temporary global Debt Security shall be
surrendered by the Common Depository to the Trustee, as the Company's agent for
such purpose, to be exchanged, in whole or from time to time in part, for
definitive Debt Securities without charge to the Holders, and the Trustee shall
authenticate and deliver, in exchange for each portion of such temporary global
Debt Security, an equal aggregate principal amount of definitive Debt Securities
of the same series of authorized denominations and of like tenor as the portion
of such temporary global Debt Security to be exchanged. The definitive Debt
Securities to be delivered in exchange for any such temporary global Debt
Security shall be in bearer form, registered form, permanent global bearer form
or permanent global registered form, or any combination thereof, as specified as
contemplated by Section 301, and, if any combination thereof is so specified, as
requested by the beneficial owner thereof; provided, however, that, unless
otherwise specified in such temporary global Debt Security, upon such
presentation by the Common Depository, such temporary global Debt Security is
accompanied by a certificate dated the Exchange Date or a subsequent date and
signed by Euroclear as to the portion of such temporary global Debt Security
held for its account then to be exchanged and a certificate dated the Exchange
Date or a subsequent date and signed by CEDEL as to the portion of such
temporary global Debt Security held for its account then to be exchanged, each
in the form set forth in Exhibit A-2 to this Indenture or in such other form as
may be established pursuant to Section 301; and provided further that definitive
Bearer Debt Securities shall be delivered in exchange for a portion of a
temporary global Debt Security only in compliance with the requirements of
Section 303.

     Unless otherwise specified in such temporary global Debt Security, the
interest of a beneficial owner of Debt Securities of a series in a temporary
global Debt Security shall be exchanged for definitive Debt Securities of the
same series and of like tenor following the Exchange Date when the account
holder instructs Euroclear or CEDEL, as the case may be, to request such
exchange on his behalf and delivers to Euroclear or CEDEL, as the case may be, a
certificate in the form set forth in Exhibit A-1 to this Indenture (or in such
other form as may be established pursuant to Section 301), dated no earlier than
15

                                       21
<PAGE>

days prior to the Exchange Date, copies of which certificate shall be available
from the offices of Euroclear and CEDEL, the Trustee, any Authenticating Agent
appointed for such series of Debt Securities and each Paying Agent. Unless
otherwise specified in such temporary global Debt Security, any such exchange
shall be made free of charge to the beneficial owners of such temporary global
Debt Security, except that a Person receiving definitive Debt Securities must
bear the cost of insurance, postage, transportation and the like unless such
Person takes delivery of such definitive Debt Securities in person at the
offices of Euroclear or CEDEL. Definitive Debt Securities in bearer form to be
delivered in exchange for any portion of a temporary global Debt Security shall
be delivered only outside the United States.

     Until exchanged in full as hereinabove provided, the temporary Debt
Securities of any series shall in all respects be entitled to the same benefits
under this Indenture as definitive Debt Securities of the same series and of
like tenor authenticated and delivered hereunder, except that, unless otherwise
specified as contemplated by Section 301, interest payable on a temporary global
Debt Security on an Interest Payment Date for Debt Securities of such series
occurring prior to the applicable Exchange Date shall be payable to Euroclear
and CEDEL on such Interest Payment Date upon delivery by Euroclear and CEDEL to
the Trustee of a certificate or certificates in the form set forth in Exhibit
A-2 to this Indenture (or in such other forms as may be established pursuant to
Section 301), for credit without further interest on or after such Interest
Payment Date to the respective accounts of Persons who are the beneficial owners
of such temporary global Debt Security on such Interest Payment Date and who
have each delivered to Euroclear or CEDEL, as the case may be, a certificate
dated no earlier than 15 days prior to the Interest Payment Date occurring prior
to such Exchange Date in the form set forth as Exhibit A-1 to this Indenture (or
in such other forms as may be established pursuant to Section 301).
Notwithstanding anything to the contrary herein contained, the certifications
made pursuant to this paragraph shall satisfy the certification requirements of
the preceding two paragraphs of this Section 304(b) and of the third paragraph
of Section 303 of this Indenture and the interests of the Persons who are the
beneficial owners of the temporary global Debt Security with respect to which
such certification was made will be exchanged for definitive Debt Securities of
the same series and of like tenor on the Exchange Date or the date of
certification if such date occurs after the Exchange Date, without further act
or deed by such beneficial owners. Except as otherwise provided in this
paragraph, no payments of principal or interest owing with respect to a
beneficial interest in a temporary global Debt Security will be made unless and
until such interest in such temporary global Debt Security shall have been
exchanged for an interest in a definitive Debt Security.

     SECTION 305. REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE. The
Company shall cause to be kept at the Corporate Trust Office of the Trustee or
in any office or agency of the Company in a Place of Payment a register for each
series of Debt Securities (the registers maintained in such office or in any
such office or agency of the Company in a Place of Payment being herein
sometimes referred to collectively as the "Security Register") in which, subject
to such reasonable regulations as it may prescribe, the Company shall provide
for the registration of Registered Debt Securities and of transfers and
exchanges of Registered Debt Securities. The Security Register shall be in
written form or any other form capable of being converted into written form
within a reasonable time. The Trustee, at its Corporate Trust Office and at its
office in the [Borough of Manhattan, The City of New York] at the address set
forth in Section 1002 (or at such other address at which the Trustee's New York
office may subsequently be located), is hereby initially appointed "Security
Registrar" for the purpose of registering Registered Debt Securities and
transfers and exchanges of Registered Debt Securities on such Security Register
as herein provided. In the event that the Trustee shall cease to be Debt
Security Registrar, it shall have the right to examine the Security Register at
all reasonable times.

     Subject to the provisions of this Section 305, upon surrender for
registration of transfer of any Registered Debt Security of any series at any
office or agency of the Company in a Place of Payment for

                                       22
<PAGE>

that series, the Company shall execute, and the Trustee shall authenticate and
deliver, in the name of the designated transferee or transferees, one or more
new Registered Debt Securities of the same series, of any authorized
denominations and of a like aggregate principal amount, bearing a number not
contemporaneously outstanding, and containing identical terms and provisions.
Subject to the provisions of this Section 305, at the option of the Holder,
Registered Debt Securities of any series may be exchanged for other Registered
Debt Securities of the same series, of any authorized denomination or
denominations and of a like aggregate principal amount, containing identical
terms and provisions, upon surrender of the Registered Debt Securities to be
exchanged at any such office or agency. Whenever any such Registered Debt
Securities are so surrendered for exchange, the Company shall execute, and the
Trustee shall authenticate and deliver, the Registered Debt Securities which the
Holder making the exchange is entitled to receive. Unless otherwise specified
with respect to any series of Debt Securities as contemplated by Section 301,
Bearer Debt Securities may not be issued in exchange for Registered Debt
Securities.

     If (but only if) permitted by the applicable Board Resolution and (subject
to Section 303) set forth in the applicable Officers' Certificate, or in any
indenture supplemental hereto, delivered as contemplated by Section 301, at the
option of the Holder, Bearer Debt Securities of any series may be exchanged for
Registered Debt Securities of the same series of any authorized denominations
and of a like aggregate principal amount and tenor, upon surrender of the Bearer
Debt Securities to be exchanged at any such office or agency, with all unmatured
coupons and all matured coupons in default thereto appertaining. If the Holder
of a Bearer Debt Security is unable to produce any such unmatured coupon or
coupons or matured coupon or coupons in default, any such permitted exchange may
be effected if the Bearer Debt Securities are accompanied by payment in funds
acceptable to the Company in an amount equal to the face amount of such missing
coupon or coupons, or the surrender of such missing coupon or coupons may be
waived by the Company and the Trustee if there is furnished to them such
security or indemnity as they may require to save each of them and any Paying
Agent harmless. If thereafter the Holder of such Debt Security shall surrender
to any Paying Agent any such missing coupon in respect of which such a payment
shall have been made, such Holder shall be entitled to receive the portion of
such payment equal to the face amount of such surrendered coupon, provided,
however, that, except as otherwise provided in Section 1002, interest
represented by coupons shall be payable only upon presentation and surrender of
those coupons at an office or agency located outside the United States.
Notwithstanding the foregoing, in case a Bearer Debt Security of any series is
surrendered at any such office or agency in a permitted exchange for a
Registered Debt Security of the same series and like tenor after the close of
business at such office or agency on (i) any Regular Record Date and before the
opening of business at such office or agency on the relevant Interest Payment
Date, or (ii) any Special Record Date and before the opening of business at such
office or agency on the related proposed date for payment of Defaulted Interest,
such Bearer Debt Security shall be surrendered without the coupon relating to
such Interest Payment Date or proposed date for payment, as the case may be, and
interest or Defaulted Interest, as the case may be, will not be payable on such
Interest Payment Date or proposed date for payment, as the case may be, in
respect of the Registered Debt Security issued in exchange for such Bearer Debt
Security, but will be payable only to the Holder of such coupon when due in
accordance with the provisions of this Indenture. Whenever any Debt Securities
are so surrendered for exchange, the Company shall execute, and the Trustee
shall authenticate and deliver, the Debt Securities which the Holder making the
exchange is entitled to receive. Notwithstanding the foregoing, except as
otherwise specified as contemplated by Section 301, any permanent global Debt
Security shall be exchangeable only as provided in this paragraph. If the
depository for any permanent global Debt Security is DTC, then, unless the terms
of such global Debt Security expressly permit such global Debt Security to be
exchanged in whole or in part for definitive Debt Securities, a global Debt
Security may be transferred, in whole but not in part, only to a nominee of DTC,
or by a nominee of DTC to DTC, or to a successor to DTC for such global Debt
Security selected or approved by the Company or to a nominee of such successor
to DTC. If at any time (i) DTC notifies the Company that it is unwilling or
unable to continue as depository for the applicable

                                       23
<PAGE>

global Debt Security or Debt Securities or if at any time DTC ceases to be a
clearing agency registered under the Securities Exchange Act of 1934 if so
required by applicable law or regulation, and, in either case, a successor
depository is not appointed by the Company within 90 days after the Company
receives such notice or becomes aware of such ineligibility, (ii) the Company in
its sole discretion determines that such global Debt Securities shall be
exchangeable for definitive Debt Securities or (iii) there shall have occurred
and be continuing an Event of Default under this Indenture with respect to the
Debt Securities of any series and beneficial owners representing a majority in
aggregate principal amount of the Outstanding Debt Securities represented by
such global Debt Securities advise DTC to cease acting as depository, then the
Company shall execute, and the Trustee shall authenticate and deliver,
definitive Debt Securities of like series, rank, tenor and terms in definitive
form in an aggregate principal amount equal to the principal amount of such
global Debt Security or Debt Securities. If any beneficial owner of an interest
in a permanent global Debt Security is otherwise entitled to exchange such
interest for Debt Securities of such series and of like tenor and principal
amount of another authorized form and denomination, as specified as contemplated
by Section 301 and provided that any applicable notice provided in the permanent
global Debt Security shall have been given, then without unnecessary delay but
in any event not later than the earliest date on which such interest may be so
exchanged, the Company shall execute, and the Trustee shall authenticate and
deliver, definitive Debt Securities in aggregate principal amount equal to the
principal amount of such beneficial owner's interest in such permanent global
Debt Security. On or after the earliest date on which such interests may be so
exchanged, such permanent global Debt Security shall be surrendered for exchange
by DTC or such other depository as shall be specified in the Company Order with
respect thereto to the Trustee, as the Company's agent for such purpose;
provided, however, that no Bearer Debt Security delivered in exchange for a
portion of a permanent global Debt Security shall be mailed or otherwise
delivered to any location in the United States. If a Registered Debt Security is
issued in exchange for any portion of a permanent global Debt Security after the
close of business at the office or agency where such exchange occurs on (i) any
Regular Record Date and before the opening of business at such office or agency
on the relevant Interest Payment Date, or (ii) any special Record Date and the
opening of business at such office or agency on the related proposed date for
payment of Defaulted Interest, Interest or Defaulted Interest, as the case may
be, will not be payable on such Interest Payment Date or proposed date for
payment, as the case may be, in respect of such Registered Debt Security, but
will be payable on such Interest Payment Date or proposed date for payment, as
the case may be, only to the Person to whom interest in respect of such portion
of such permanent global Debt Security is payable in accordance with the
provisions of this Indenture.

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

     Every Registered Debt Security presented or surrendered for registration of
transfer or for exchange or redemption shall (if so required by the Company or
the Debt Security Registrar) be duly endorsed, or be accompanied by a written
instrument of transfer in form satisfactory to the Company and the Debt Security
Registrar duly executed by the Holder thereof or his attorney duly authorized in
writing.

     No service charge shall be made to the Holder for any registration of
transfer or exchange of Debt Securities, but the Company may require payment of
a sum sufficient to cover any tax or other governmental charge that may be
imposed in connection with any registration of transfer or exchange of Debt
Securities, other than exchanges pursuant to Section 304, 906 or 1107 or upon
surrender of a Debt Security for conversion in part or repayment in part at the
option of the Holder not involving any transfer.

     The Company or the Trustee, as applicable, shall not be required (i) to
issue, register the transfer of or exchange any Debt Security if such Debt
Security may be among those selected for redemption during a period beginning at
the opening of business 15 days before selection of the Debt Securities to be

                                       24
<PAGE>

redeemed under Section 1103 and ending at the close of business on (A) if such
Debt Securities are issuable only as Registered Debt Securities, the day of the
mailing of the relevant notice of redemption or (B) if such Debt Securities are
issuable as Bearer Debt Securities, the day of the first publication of the
relevant notice of redemption or, if such Debt Securities are also issuable as
Registered Debt Securities and there is no publication, the day of mailing of
the relevant notice of redemption, or (ii) to register the transfer of or
exchange any Registered Debt Security so selected for redemption in whole or in
part, except, in the case of any Registered Debt Security to be redeemed in
part, the portion thereof not to be redeemed, or (iii) to exchange any Bearer
Debt Security so selected for redemption except that such a Bearer Debt Security
may be exchanged for a Registered Debt Security of that series and like tenor,
provided that such Registered Debt Security shall be simultaneously surrendered
for redemption, or (iv) to issue, register the transfer of or exchange any Debt
Security which has been surrendered for repayment at the option of the Holder,
except the portion, if any, of such Debt Security not to be so repaid.

     SECTION 306. MUTILATED, DESTROYED, LOST AND STOLEN DEBT SECURITIES. If any
mutilated Debt Security or a Debt Security with a mutilated coupon appertaining
to it is surrendered to the Trustee or the Company, together with, in proper
cases, such Debt Security or indemnity as may be required by the Company or the
Trustee to save each of them or any agent of either of them harmless, the
Company shall execute and the Trustee shall authenticate and deliver in exchange
therefor a new Debt Security of the same series and principal amount, containing
identical terms and provisions and bearing a number not contemporaneously
outstanding, with coupons corresponding to the coupons, if any, appertaining to
the surrendered Debt Security.

     If there shall be delivered to the Company and to the Trustee (i) evidence
to their satisfaction of the destruction, loss or theft of any Debt Security or
coupon, and (ii) such Debt Security or indemnity as may be required by them to
save each of them and any agent of either of them harmless, then, in the absence
of notice to the Company or the Trustee that such Debt Security or coupon has
been acquired by a bona fide purchaser, the Company shall execute and upon its
request the Trustee shall authenticate and deliver, in lieu of any such
destroyed, lost or stolen Debt Security or in exchange for the Debt Security to
which a destroyed, lost or stolen coupon appertains (with all appurtenant
coupons not destroyed, lost or stolen), a new Debt Security of the same series
and principal amount, containing identical terms and provisions and bearing a
number not contemporaneously outstanding, with coupons corresponding to the
coupons, if any, appertaining to such destroyed, lost or stolen Debt Security or
to the Debt Security to which such destroyed, lost or stolen coupon appertains.

     Notwithstanding the provisions of the previous two paragraphs, in case any
such mutilated, destroyed, lost or stolen Debt Security or coupon has become or
is about to become due and payable, the company in its discretion may, instead
of issuing a new Debt Security, with coupons corresponding to the coupons, if
any, appertaining to such destroyed, lost or stolen Debt Security or to the Debt
Security to which such destroyed, lost or stolen coupon appertains, pay such
Debt Security or coupon; provided, however, that payment of principal of (and
premium, if any), any interest on and any Additional Amounts with respect to,
Bearer Debt Securities shall, except as otherwise provided in Section 1002, be
payable only at an office or agency located outside the United States and,
unless otherwise specified as contemplated by Section 301, any interest on
Bearer Debt Securities shall be payable only upon presentation and surrender of
the coupons appertaining thereto.

     Upon the issuance of any new Debt Security under this Section, the Company
may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee) connected therewith.

                                       25
<PAGE>

     Every new Debt Security of any series with its coupons, if any, issued
pursuant to this Section in lieu of any destroyed, lost or stolen Debt Security,
or in exchange for a Debt Security to which a destroyed, lost or stolen coupon
appertains, shall constitute an original additional contractual obligation of
the Company, whether or not the destroyed, lost or stolen Debt Security and its
coupons, if any, or the destroyed, lost or stolen coupon shall be at any time
enforceable by anyone, and shall be entitled to all the benefits of this
Indenture equally and proportionately with any and all other Debt Securities of
that series and their coupons, if any, duly issued hereunder.

     The provisions of this Section are exclusive and shall preclude (to the
extent lawful) all other rights and remedies with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Debt Securities or coupons.

     SECTION 307. PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED. Except as
otherwise specified with respect to a series of Debt Securities in accordance
with the provisions of Section 301, interest on any Registered Debt Security
that is payable, and is punctually paid or duly provided for, on any Interest
Payment Date shall be paid to the Person in whose name that Debt Security (or
one or more Predecessor Debt Securities) is registered at the close of business
on the Regular Record Date for such interest at the office or agency of the
Company maintained for such purpose pursuant to Section 1002; provided, however,
that each installment of interest on any Registered Debt Security may at the
Company's option be paid by (i) mailing a check for such interest, payable to or
upon the written order of the Person entitled thereto pursuant to Section 308,
to the address of such Person as it appears on the Security Register or (ii)
transfer to an account maintained by the payee located in the United States.

     Unless otherwise provided as contemplated by Section 301 with respect to
the Debt Securities of any series, payment of interest may be made, in the case
of a Bearer Debt Security, by transfer to an account maintained by the payee
with a bank located outside the United States.

     Unless otherwise provided as contemplated by Section 301, interest, if any,
payable on any permanent global Debt Security or any Interest Payment Date will
be paid to DTC, Euroclear and/or CEDEL, as the case may be, with respect to that
portion of such permanent global Debt Security held for its account by Cede &
Co. (or by another nominee of DTC or by DTC) or the Common Depository, as the
case may be, for the purpose of permitting such party to credit the interest
received by it in respect of such permanent global Debt Security to the accounts
of the beneficial owners thereof.

     In case a Bearer Debt Security of any series is surrendered in exchange for
a Registered Debt Security of such series after the close of business (at an
office or agency in a Place of Payment for such series) on any Regular Record
Date and before the opening of business (at such office or agency) on the next
succeeding Interest Payment Date, such Bearer Debt Security shall be surrendered
without the coupon relating to such Interest Payment Date and interest will not
be payable on such Interest Payment Date in respect of the Registered Debt
Security issued in exchange for such Bearer Debt Security, but will be payable
only to the Holder of such coupon when due in accordance with the provisions of
this Indenture.

     Except as otherwise specified with respect to a series of Debt Securities
in accordance with the provisions of Section 301, any interest on any Registered
Debt Security of any series that is payable, but is not punctually paid or duly
provided for, on any Interest Payment Date (herein called "Defaulted Interest")
shall forthwith cease to be payable to the registered Holder thereof on the
relevant Regular Record Date by virtue of having been such Holder, and such
Defaulted Interest may be paid by the Company, at its election in each case, as
provided in clause (1) or (2) below:

                                       26
<PAGE>

     (1)  The Company may elect to make payment of any Defaulted Interest to the
Persons in whose names the Registered Debt Securities of such series (or their
respective Predecessor Debt Securities) are registered at the close of business
on a Special Record Date for the payment of such Defaulted Interest, which shall
be fixed in the following manner. The Company shall notify the Trustee in
writing of the amount of Defaulted Interest proposed to be paid on each
Registered Debt Security of such series and the date of the proposed payment
(which shall not be less than 20 days after such notice is received by the
Trustee), and at the same time the Company shall deposit with the Trustee an
amount of money in the currency or currencies, currency unit or units or
composite currency or currencies in which the Debt Securities of such series are
payable (except as otherwise specified pursuant to Section 301 for the Debt
Securities of such series) equal to the aggregate amount proposed to be paid in
respect of such Defaulted Interest or shall make arrangements satisfactory to
the Trustee for such deposit on or prior to the date of the proposed payment,
such money when deposited to be held in trust for the benefit of the Persons
entitled to such Defaulted Interest as in this clause provided. Thereupon the
Trustee shall fix a Special Record Date for the payment of such Defaulted
Interest which shall be not more than 15 days and not less than 10 days prior to
the date of the proposed payment and not less than 10 days after the receipt by
the Trustee of the notice of the proposed payment. The Trustee shall promptly
notify the Company of such Special Record Date and, in the name and at the
expense of the Company, shall cause notice of the proposed payment of such
Defaulted Interest and the Special Record Date therefor to be mailed, first-
class postage prepaid, to each Holder of Registered Debt Securities of such
series at his address as it appears in the Security Register not less than 10
days prior to such Special Record Date. The Trustee shall in the name and at the
expense of the Company, cause a similar notice to be published at least once in
an Authorized Newspaper in each Place of Payment, but such publications shall
not be a condition precedent to the establishment of such Special Record Date.
Notice of the proposed payment of such Defaulted Interest and the Special Record
Date therefor having been mailed as aforesaid, such Defaulted Interest shall be
paid to the Persons in whose names the Registered Debt Securities of such series
(or their respective Predecessor Debt Securities) are registered at the close of
business on such Special Record Date and shall no longer be payable pursuant to
the following clause (2). In case a Bearer Debt Security of any series is
surrendered at the office or agency in a Place of Payment for such series in
exchange for a Registered Debt Security of such series after the close of
business at such office or agency on any Special Record Date and before the
opening of business at such office or agency on the related proposed date for
payment of Defaulted Interest, such Bearer Debt Security shall be surrendered
without the coupon relating to such proposed date of payment and Defaulted
Interest will not be payable on such proposed date of payment in respect of the
Registered Debt Security issued in exchange for such Bearer Debt Security, but
will be payable only to the Holder of such coupon when due in accordance with
the provisions of this Indenture.

     (2)  The Company may make payment of any Defaulted Interest on the
Registered Debt Securities of any series in any other lawful manner not
inconsistent with the requirements of any securities exchange on which such Debt
Securities may be listed, and upon such notice as may be required by such
exchange, if, after notice given by the Company to the Trustee of the proposed
payment pursuant to this clause, such manner of payment shall be deemed
practicable by the Trustee.

     Subject to the foregoing provisions of this Section and Section 305, each
Debt Security delivered under this Indenture upon registration of transfer of or
in exchange for or in lieu of any other Debt Security shall carry the rights to
interest accrued and unpaid, and to accrue, which were carried by such other
Debt Security.

     SECTION 308. PERSONS DEEMED OWNERS. Prior to due presentment of a
Registered Debt Security for registration of transfer, the Company, the Trustee
and any agent of the Company or the Trustee may treat the Person in whose name
such Registered Debt Security is registered as the owner of such Debt Security
for the purpose of receiving payment of principal of (and premium, if any), and

                                       27
<PAGE>

(subject to Sections 305 and 307) interest on, such Registered Debt Security and
for all other purposes whatsoever, whether or not such Registered Debt Security
be overdue, and neither the Company, the Trustee nor any agent of the Company or
the Trustee shall be affected by notice to the contrary.

     Title to any Bearer Debt Security and any coupons appertaining thereto
shall pass by delivery. The Company, the Trustee and any agent of the Company or
the Trustee may treat the Holder of any Bearer Debt Security and the Holder of
any coupon as the absolute owner of such Debt Security or coupon for the purpose
of receiving payment thereof or on account thereof and for all other purposes
whatsoever, whether or not such Debt Security or coupon be overdue, and neither
the Company, the Trustee nor any agent of the Company or the Trustee shall be
affected by notice to the contrary.

     None of the Company, the Trustee, any Paying Agent or the Debt Security
Registrar will have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial ownership
interests of a Debt Security in global form or for maintaining, supervising or
reviewing any records relating to such beneficial ownership interests.

     Notwithstanding the foregoing, with respect to any global Debt Security,
nothing herein shall prevent the Company, the Trustee, or any agent of the
Company or the Trustee from giving effect to any written certification, proxy or
other authorization furnished by any depository, as a Holder, with respect to
such global Debt Security or impair, as between such depository and owners of
beneficial interests in such global Debt Security, the operation of customary
practices governing the exercise of the rights of such depository (or its
nominee) as Holder of such global Debt Security.

     SECTION 309. CANCELLATION. All Debt Securities and coupons surrendered for
payment, redemption, repayment at the option of the Holder, registration of
transfer or exchange or for credit against any sinking fund payment shall, if
surrendered to any Person other than the Trustee, be delivered to the Trustee,
and any such Debt Securities and coupons surrendered directly to the Trustee for
any such purpose shall be promptly canceled by it. The Company may at any time
deliver to the Trustee for cancellation any Debt Securities previously
authenticated and delivered hereunder which the Company may have acquired in any
manner whatsoever, and may deliver to the Trustee (or to any other Person for
delivery to the Trustee) for cancellation any Debt Securities previously
authenticated hereunder which the Company has not issued and sold, and all Debt
Securities so delivered shall be promptly canceled by the Trustee. If the
Company shall so acquire any of the Debt Securities, however, such acquisition
shall not operate as a redemption or satisfaction of the indebtedness
represented by such Debt Securities unless and until the same are surrendered to
the Trustee for cancellation. No Debt Securities shall be authenticated in lieu
of or in exchange for any Debt Securities canceled as provided in this Section,
except as expressly permitted by or pursuant to this Indenture. Canceled Debt
Securities and coupons held by the Trustee shall be destroyed by the Trustee and
the Trustee shall deliver a certificate of such destruction to the Company,
unless by a Company Order the Company directs their return to it.

     SECTION 310. COMPUTATION OF INTEREST. Except as otherwise specified as
contemplated by Section 301 with respect to Debt Securities of any series,
interest on the Debt Securities of each series shall be computed on the basis of
a 360-day year consisting of twelve 30-day months.

                                 ARTICLE FOUR.
                          SATISFACTION AND DISCHARGE

SECTION 401. SATISFACTION AND DISCHARGE OF INDENTURE. This Indenture shall upon
Company Request cease to be of further effect with respect to any series of Debt
Securities specified in such Company Request (except as hereinafter provided in
this Section 401), the Trustee, upon receipt of a

                                       28
<PAGE>

Company Order, and at the expense of the Company, shall execute proper
instruments acknowledging satisfaction and discharge of this Indenture as to
such series when

     (1)  either

     (A)  all Debt Securities of such series theretofore authenticated and
delivered and all coupons, if any, appertaining thereto (other than (i) coupons
appertaining to Bearer Debt Securities surrendered for exchange for Registered
Debt Securities and maturing after such exchange, whose surrender is not
required or has been waived as provided in Section 305, (ii) Debt Securities and
coupons of such series which have been destroyed, lost or stolen and which have
been replaced or paid as provided in Section 306, (iii) coupons appertaining to
Debt Securities called for redemption and maturing after the relevant Redemption
Date, whose surrender has been waived as provided in Section 1106, and (iv) Debt
Securities and coupons of such series for whose payment money has theretofore
been deposited in trust or segregated and held in trust by the Company and
thereafter repaid to the Company or discharged from such trust, as provided in
Section 1003) have been delivered to the Trustee for cancellation; or

     (B)  all Debt Securities of such series and, in the case of (1) or (2)
below, any coupons appertaining thereto not theretofore delivered to the Trustee
for cancellation

     i.   have become due and payable, or

     ii.  will become due and payable at their Stated Maturity within one year,
or

     iii. if redeemable at the option of the Company, are to be called for
redemption within one year under arrangements satisfactory to the Trustee for
the giving of notice of redemption by the Trustee in the name, and at the
expense, of the Company, and the Company, in the case of (i), (ii) or (iii)
above, has irrevocably deposited or caused to be deposited with the Trustee as
trust funds in trust for the purpose an amount in the currency or currencies,
currency unit or units or composite currency or currencies in which the Debt
Securities of such series are payable, sufficient to pay and discharge the
entire indebtedness on such Debt Securities and such coupons not theretofore
delivered to the Trustee for cancellation, for principal (and premium, if any)
and interest, and any Additional Amounts with respect thereto, to the date of
such deposit (in the case of Debt Securities which have become due and payable)
or to the Stated Maturity or Redemption Date, as the case may be;

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

     (3)  the Company has delivered to the Trustee an Officers' Certificate and
an Opinion of Counsel, each stating that all conditions precedent herein
provided for relating to the satisfaction and discharge of this Indenture as to
such series have been complied with.

     Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee and any predecessor Trustee under
Section 606, the obligations of the Company to any Authenticating Agent under
Section 611 and, if money shall have been deposited with and held by the Trustee
pursuant to subclause (B) of clause (1) of this Section, and the obligations of
the Company and the Trustee with respect to the Securities of such series under
Sections 305, 306, 402, 1002 and 1003, with respect to the payment of Additional
Amounts, if any, with respect to such Securities as contemplated by Section 1015
and with respect to any rights to convert or exchange such Securities into
Common Shares or Preferred Shares or other securities or property, shall
survive.

                                       29
<PAGE>

     SECTION 402. APPLICATION OF TRUST FUNDS. Subject to the provisions of the
last paragraph of Section 1003, all money deposited with the Trustee pursuant to
Section 401 shall be held in trust and applied by it, in accordance with the
provisions of the Debt Securities, the coupons and this Indenture, to the
payment, either directly or through any Paying Agent (other than the Company
acting as its own Paying Agent) as the Trustee may determine, to the Persons
entitled thereto, of the principal (and premium, if any), and interest, if any,
and Additional Amounts, if any, for whose payment such money has been deposited
with or received by the Trustee, but such money need not be segregated from
other funds except to the extent required by law.

                                 ARTICLE FIVE.
                                   REMEDIES

SECTION 501. EVENTS OF DEFAULT. "Event of Default," wherever used herein with
respect to any particular series of Debt Securities, means any one of the
following events (whatever the reason for such Event of Default and whether or
not 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):

     (1)  default in the payment of any interest on, or any Additional Amounts
payable in respect of any interest on, any Debt Security of that series or of
any coupon appertaining thereto, when such interest, Additional Amounts or
coupon becomes due and payable, and continuance of such default for a period of
30 days; or

     (2)  default in the payment of any principal of or premium, if any, on, or
any Additional Amounts payable in respect of any principal of or premium, if
any, on, any Debt Security of that series when it becomes due and payable at its
Maturity (whether at Stated Maturity, upon redemption, notice of option to elect
repayment or otherwise); or

     (3)  default in the deposit of any sinking fund payment, when and as due by
the terms of any Debt Security of that series; or

     (4)  default in the performance, or breach, of any covenant or warranty of
the Company in this Indenture with respect to any Debt Security of that series
(other than a covenant or warranty a default in whose performance or whose
breach is elsewhere in this Section specifically dealt with or included herein
solely for the benefit of a series of Debt Securities other than that series),
and continuance of such default or breach for a period of 60 days after there
has been given, by registered or certified mail, to the Company by the Trustee
or to the Company and the Trustee by the Holders of at least 25% in principal
amount of the Outstanding Debt Securities of that series a written notice
specifying such default or breach and requiring it to be remedied and stating
that such notice is a "Notice of Default" hereunder; or

     (5)  default under any bond, note, debenture or other evidence of
indebtedness of the Company or any of its Subsidiaries (including an event of
default with respect to any other series of Debt Securities), or under any
mortgage, indenture or other instrument under which there may be issued or by
which there may be secured or evidenced any indebtedness of the Company or any
of its Subsidiaries, whether such indebtedness exists on the date of this
Indenture or shall hereafter be created, which results in such indebtedness in
an aggregate principal amount exceeding $20,000,000 becoming or being declared
due and payable prior to the date on which it would otherwise have become due
and payable, or which constitutes a failure to pay at maturity or other
scheduled payment date (after expiration of any applicable grace period) such
indebtedness in an aggregate principal amount exceeding $20,000,000, but only if
such indebtedness is not discharged or such acceleration is not rescinded or
annulled within 10 days after there shall have been given, by registered or
certified mail, to the Company by the Trustee or to

                                       30
<PAGE>

the Company and the Trustee by the Holders of at least 10% in aggregate
principal amount of the Outstanding Debt Securities of that series a written
notice specifying such default and requiring the Company to cause such
indebtedness to be discharged or cause such acceleration to be rescinded or
annulled and stating that such notice is a "Notice of Default" hereunder; or

     (6)  the Company or any Significant Subsidiary of the Company pursuant to
or within the meaning of any Bankruptcy Law:

     (A)  commences a voluntary case or proceeding,

     (B)  consents to the entry of an order or decree for relief against it in
an involuntary case or to the commencement of any bankruptcy or insolvency case
or proceeding against it,

     (C)  consents to the appointment of a Custodian of it or for any
substantial part of its property, or

     (D)  makes a general assignment for the benefit of its creditors; or

     (7)  a court of competent jurisdiction enters an order or decree under any
Bankruptcy Law that:

     (A)  is for relief against the Company or any Significant Subsidiary of the
Company in an involuntary case,

     (B)  adjudges the Company or any Significant Subsidiary of the Company a
bankrupt or insolvent,

     (C)  approves as properly filed a petition seeking reorganization,
arrangement, adjustment or composition of or in respect of the Company or any
Significant Subsidiary of the Company,

     (D)  appoints a Custodian of the Company or any Significant Subsidiary of
the Company or for all or any substantial part of the property of the Company or
any Significant Subsidiary of the Company, or

     (E)  orders the winding up or liquidation of the Company or any Significant
Subsidiary of the Company, and the order or decree described in this clause (7)
remains unstayed and In effect for 60 days; or

     (8)  any other Event of Default provided with respect to Debt Securities of
that series.

     As used in this Section 501, the term "Bankruptcy Law" means Title 11 U.S.
Code or any similar Federal or State law for the relief of debtors and the term
"Custodian" means any receiver, trustee, assignee, liquidator, sequestrator or
other similar official under any Bankruptcy Law.

     SECTION 502. ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT. If an
Event of Default with respect to Debt Securities of any series at the time
outstanding occurs and is continuing, then and in every such case the Trustee or
the Holders of not less than 25% in principal amount of the Outstanding Debt
Securities of that series may declare the principal (or, if any Debt Securities
are Original Issue Discount Debt Securities or Indexed Debt Securities, such
portion of the principal as may be specified in the terms thereof) of all the
Debt Securities of that series to be due and payable immediately, by a notice in
writing to the Company (and to the Trustee if given by the Holders),

                                       31
<PAGE>

and upon any such declaration such principal or specified portion thereof shall
become immediately due and payable.

     At any time after such a declaration of acceleration with respect to Debt
Securities of any series has been made and before a judgment or decree for
payment of the money due has been obtained by the Trustee as hereinafter in this
Article provided, the Holders of not less than a majority in principal amount of
the Outstanding Debt Securities of that series, by written notice to the Company
and the Trustee, may rescind and annul such declaration and its consequences if:

     (1)  the Company has paid or deposited with the Trustee a sum sufficient to
pay in the currency, currency unit or composite currency in which the Debt
Securities of such series are payable (except as may be otherwise specified
pursuant to Section 301 for the Debt Securities of such series):

     (A)  all overdue installments of interest on and any Additional Amounts
payable in respect of all Outstanding Debt Securities of that series and any
related coupons,

     (B)  the principal of (and premium, if any, on) any Outstanding Debt
Securities of that series which have become due otherwise than by such
declaration of acceleration and interest thereon at the rate or rates borne by
or provided for in such Debt Securities,

     (C)  to the extent that payment of such interest is lawful, interest upon
overdue installments of interest and any Additional Amounts at the rate or rates
borne by or provided for in such Debt Securities, and

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

     (2)  all Events of Default with respect to Debt Securities of that series,
other than the nonpayment of the principal of (or premium, if any) or interest
on Debt Securities of that series which have become due solely by such
declaration of acceleration, have been cured or waived as provided in Section
513.

     No such rescission shall affect any subsequent default or impair any right
consequent thereon.

     SECTION 503.  COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY
TRUSTEE. The Company covenants that if:

     (1)  default is made in the payment of any installment of interest or
Additional Amounts, if any, on any Debt Security of any series and any related
coupon when such interest or Additional Amount becomes due and payable and such
default continues for a period of 30 days, or

     (2)  default is made in the payment of the principal of (or premium, if
any, on) any Debt Security of any series at its Maturity, then the Company will,
upon demand of the Trustee, pay to the Trustee, for the benefit of the Holders
of such Debt Securities of such series and coupons, the whole amount then due
and payable on such Debt Securities and coupons for principal (and premium, if
any) and interest and Additional Amounts, with interest upon any overdue
principal (and premium, if any) and, to the extent that payment of such interest
shall be legally enforceable, upon any overdue installments of interest or
Additional Amounts, if any, at the rate or rates borne by or provided for in
such Debt Securities, and, in addition thereto, such further amount as shall be
sufficient to cover the costs and expenses of collection, including the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel.

                                       32
<PAGE>

     If the Company fails to pay such amounts forthwith upon such demand, the
Trustee, in its own name and as trustee of an express trust, may institute a
judicial proceeding for the collection of the sums so due and unpaid, and may
prosecute such proceeding to judgment or final decree, and may enforce the same
against the Company or any other obligor upon such Debt Securities of such
series and collect the moneys adjudged or decreed to be payable in the manner
provided by law out of the property of the Company or any other obligor upon
such Debt Securities of such series, wherever situated.

     If an Event of Default with respect to Debt Securities of any series occurs
and is continuing, the Trustee may in its discretion proceed to protect and
enforce its rights and the rights of the Holders of Debt Securities of such
series and any related coupons by such appropriate judicial proceedings as the
Trustee shall deem most effectual to protect and enforce any such rights,
whether for the specific enforcement of any covenant or agreement in this
Indenture or in aid of the exercise of any power granted herein, or to enforce
any other proper remedy.

     SECTION 504. TRUSTEE MAY FILE PROOFS OF CLAIM. In case of the pendency of
any receivership, insolvency, liquidation, bankruptcy, reorganization,
arrangement, adjustment, composition or other judicial proceeding relative to
the Company or any other obligor upon the Debt Securities or the property of the
Company or of such other obligor or their creditors, the Trustee (irrespective
of whether the principal of the Debt Securities of any series shall then be due
and payable as therein expressed or by declaration or otherwise and irrespective
of whether the Trustee shall have made any demand on the Company for the payment
of overdue principal, premium, if any, or interest) shall be entitled and
empowered, by intervention in such proceeding or otherwise:

     (i)   to file and prove a claim for the whole amount, or such lesser amount
as may be provided for in the Debt Securities of such series, of principal (and
premium, if any) and interest and Additional Amounts, if any, owing and unpaid
in respect of the Debt Securities 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 the reasonable compensation, expenses, disbursements
and advances of the Trustee, its agents and counsel) and of the Holders allowed
in such judicial proceeding, and

     (ii)  to collect and receive any moneys or other property payable or
deliverable on any such claims and to distribute the same; and any custodian,
receiver, assignee, trustee, liquidator, sequestrator (or other similar
official) in any such judicial proceeding is hereby authorized by each Holder of
Debt Securities of such series and coupons to make such payments to the Trustee,
and in the event that the Trustee shall consent to the making of such payments
directly to the Holders, to pay to the Trustee any amount due to it for the
reasonable compensation, expenses, disbursements and advances of the Trustee and
any predecessor Trustee, their agents and counsel, and any other amounts due the
Trustee or any predecessor Trustee under Section 606.

     Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder of a Debt
Security or coupon any plan of reorganization, arrangement, adjustment or
composition affecting the Debt Securities or coupons or the rights of any Holder
thereof, or to authorize the Trustee to vote in respect of the claim of any
Holder of a Debt Security or coupon in any such proceeding.

     SECTION 505. TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF DEBT
SECURITIES OR COUPONS. All rights of action and claims under this Indenture or
any of the Debt Securities or coupons may be prosecuted and enforced by the
Trustee without the possession of any of the Debt Securities or coupons or the
production thereof in any proceeding relating thereto, and any such proceeding
instituted by the Trustee shall be brought in its own name as trustee of an
express trust, and any recovery of judgment shall, after provision for the
payment of the reasonable compensation,

                                       33
<PAGE>

expenses, disbursements and advances of the Trustee, its agents and counsel, be
for the ratable benefit of the Holders of the Debt Securities and coupons in
respect of which such judgment has been recovered.

     SECTION 506. APPLICATION OF MONEY COLLECTED. Any money collected by the
Trustee pursuant to this Article shall be applied in the following order, at the
date or dates fixed by the Trustee and, in case of the distribution of such
money on account of principal (or premium, if any) or interest and any
Additional Amounts, upon presentation of the Debt Securities or coupons, or
both, as the case may be, and the notation thereon of the payment if only
partially paid and upon surrender thereof if fully paid:

          FIRST:  To the payment of all amounts due the Trustee and any
predecessor Trustee under Section 606;

          SECOND: To the payment of the amounts then due and unpaid upon the
Debt Securities and coupons for principal (and premium, if any) and interest and
any Additional Amounts in respect of which or for the benefit of which such
money has been collected, ratably, without preference or priority of any kind,
according to the aggregate amounts due and payable on such Debt Securities and
coupons for principal (and premium, if any), interest and Additional Amounts,
respectively; and

          THIRD:  To the payment of the remainder, if any, to the Company.

     SECTION 507. LIMITATION ON SUITS. No Holder of any Debt Security of any
series or any related coupon shall have any right to institute any proceeding,
judicial or otherwise, with respect to this Indenture, or for the appointment of
a receiver or trustee, or for any other remedy hereunder, unless:

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

     (2)  the Holders of not less than 25% in principal amount of the
Outstanding Debt Securities of that series shall have made written request to
the Trustee to institute proceedings in respect of such Event of Default in its
own name as Trustee hereunder;

     (3)  such Holder or Holders have offered to the Trustee indemnity
reasonably satisfactory to the Trustee against the costs, expenses and
liabilities to be incurred in compliance with such request;

     (4)  the Trustee for 60 days after its receipt of such notice, request and
offer of indemnity has failed to institute any such proceeding; and

     (5)  no direction inconsistent with such written request has been given to
the Trustee during such 60-day period by the Holders of a majority in principal
amount of the Outstanding Debt Securities of that series; it being understood
and intended that no one or more of such Holders shall have any right in any
manner whatever by virtue of, or by availing of, any provision of this Indenture
to affect, disturb or prejudice the rights of any other of such Holders, or to
obtain or to seek to obtain priority or preference over any other of such
Holders or to enforce any right under this Indenture, except in the manner
herein provided and for the equal and ratable benefit of all such Holders.

     SECTION 508. UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL, PREMIUM,
IF ANY, INTEREST AND ADDITIONAL AMOUNTS. Notwithstanding any other provision in
this Indenture, the Holder of any Debt Security or coupon shall have the right
which is absolute and unconditional to receive payment of the principal of (and
premium, if any) and (subject to Sections 305 and 307) interest on, and any
Additional Amounts in respect of, such Debt Security or

                                       34
<PAGE>

payment of such coupon on the respective due dates expressed in such Debt
Security or coupon (or, in the case of redemption, on the Redemption Date or, in
the case of repayment at the option of the Holder, on the Repayment Date) and to
institute suit for the enforcement of any such payment, and such rights shall
not be impaired without the consent of such Holder.

     SECTION 509. RESTORATION OF RIGHTS AND REMEDIES. If the Trustee or any
Holder of a Debt Security or coupon has instituted any proceeding to enforce any
right or remedy under this Indenture and such proceeding has been discontinued
or abandoned for any reason, or has been determined adversely to the Trustee or
to such Holder, then and in every such case, the Company, the Trustee and the
Holders of Debt Securities and coupons shall, subject to any determination in
such proceeding, be restored severally and respectively to their former
positions hereunder and thereafter all rights and remedies of the Trustee and
the Holders shall continue as though no such proceeding had been instituted.

     SECTION 510. RIGHTS AND REMEDIES CUMULATIVE. Except as otherwise provided
with respect to the replacement or payment of mutilated, destroyed, lost or
stolen Debt Securities or coupons in the last paragraph of Section 306, no right
or remedy herein conferred upon or reserved to the Trustee or to the Holders of
Debt Securities or coupons is intended to be exclusive of any other right or
remedy, and every right and remedy shall, to the extent permitted by law, be
cumulative and in addition to every other right and remedy given hereunder or
now or hereafter existing at law or in equity or otherwise. The assertion or
employment of any right or remedy hereunder, or otherwise, shall not prevent the
concurrent assertion or employment of any other appropriate right or remedy.

     SECTION 511. DELAY OR OMISSION NOT WAIVER. No delay or omission of the
Trustee or of any Holder of any Debt Security or coupon to exercise any right or
remedy accruing upon any Event of Default shall impair any such right or remedy
or constitute a waiver of any such Event of Default or an acquiescence therein.
Every right and remedy given by this Article Five or by law to the Trustee or to
the Holders may be exercised from time to time, and as often as may be deemed
expedient, by the Trustee or by the Holders of Debt Securities or coupons, as
the case may be.

     SECTION 512. CONTROL BY HOLDERS OF DEBT SECURITIES. The Holders of not less
than a majority in principal amount of the Outstanding Debt Securities of any
series 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 Debt Securities of such
series, provided that

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

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

     (3)  the Trustee need not take any action which might involve it in
personal liability or be unduly prejudicial to the Holders of Debt Securities of
such series not joining therein.

     SECTION 513. WAIVER OF PAST DEFAULTS. The Holders of not less than a
majority in principal amount of the Outstanding Debt Securities of any series
may on behalf of the Holders of all the Debt Securities of such series and any
related coupons waive any past default hereunder with respect to such series and
its consequences, except a default

     (1)  in the payment of the principal of (or premium, if any) or interest on
or Additional Amounts payable in respect of any Debt Security of such series or
any related coupons, or

                                       35
<PAGE>

     (2)  in respect of a covenant or provision hereof which under Article Nine
cannot be modified or amended without the consent of the Holder of each
Outstanding Debt Security of such series affected.

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

     SECTION 514. WAIVER OF USURY, STAY OR EXTENSION LAWS. The Company covenants
(to the extent that it may lawfully do so) that it will not at any time insist
upon, or plead, or in any manner whatsoever claim or take the benefit or
advantage of, any usury, stay or extension law wherever enacted, now or at any
time hereafter in force, which may affect the covenants or the performance of
this Indenture; and the Company (to the extent that it may lawfully do so)
hereby expressly waives all benefit or advantage of any such law, and covenants
that it will not hinder, delay or impede the execution of any power herein
granted to the Trustee, but will suffer and permit the execution of every such
power as though no such law had been enacted.

     SECTION 515. UNDERTAKING FOR COSTS. All parties to this Indenture agree,
and each Holder of any Debt Security by his acceptance thereof shall be deemed
to have agreed, that any court may in its discretion require in any suit for the
enforcement of any right or remedy under this Indenture, or in any suit against
the Trustee for any action taken or omitted by it as Trustee, the filing by any
party litigant in such suit of any 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 Holder, or group of
Holders, holding in the aggregate more than 10% in principal amount of the
Outstanding Debt Securities of any series, or to any suit instituted by any
Holder for the enforcement of the payment of the principal of (or premium, if
any) or interest on any Debt Security on or after the respective Stated
Maturities expressed in such Debt Security (or, in the case of redemption, on or
after the Redemption Date or, in the case of repayment at the option of the
Holder, on or after the Repayment Date) or for the enforcement of the right, if
any, to convert or exchange any Debt Security into Common Shares, Preferred
Shares or other securities or property in accordance with its terms.

                                 ARTICLE SIX.
                                  THE TRUSTEE

     SECTION 601. NOTICE OF DEFAULTS. Within 90 days after the occurrence of any
default hereunder with respect to the Debt Securities of any series, the Trustee
shall transmit, in the manner and to the extent provided in TIA Section
301.3(c), notice of such default hereunder known to the Trustee, unless such
default shall have been cured or waived; provided, however, that, except in the
case of a default in the payment of the principal of (or premium, if any) or
interest on or any Additional Amounts with respect to any Debt Security of such
series, or in the payment of any sinking fund installment with respect to the
Debt Securities of such series, the Trustee shall be protected in withholding
such notice if and so long as a Responsible Officer of the Trustee in good faith
determines, that the withholding of such notice is in the interests of the
Holders of the Debt Securities and coupons of such series; and provided further
that in the case of any default or breach of the character specified in Section
501(4) with respect to the Debt Securities and coupons of such series, no such
notice to Holders shall be given until at least 60 days after the occurrence
thereof. For the purpose of this Section, the term "Default" means any event
which is, or after notice or lapse of time or both would become, an Event of
Default with respect to the Debt Securities of such series.

                                       36
<PAGE>

     SECTION 602. CERTAIN RIGHTS OF TRUSTEE. Subject to the provisions of TIA
Section 315(a) through 315(d):

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

     (2)  any request or direction of the Company mentioned herein shall be
sufficiently evidenced by a Company Request or Company Order (other than
delivery of any Debt Security, together with any coupons appertaining thereto,
to the Trustee for authentication and delivery pursuant to Section 303 which
shall be sufficiently evidenced as provided therein) and any resolution of the
Board of Directors may be sufficiently evidenced by a Board Resolution;

     (3)  whenever in the administration of this Indenture the Trustee shall
deem it desirable that a matter be proved or established prior to taking,
suffering or omitting any action hereunder, the Trustee (unless other evidence
be herein specifically prescribed) may, in the absence of bad faith on its part,
rely upon an Officers' Certificate;

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

     (5)  the Trustee shall be under no obligation to exercise any of the rights
or powers vested in it by this Indenture at the request or direction of any of
the Holders of Debt Securities of any series or any related coupons pursuant to
this Indenture, unless such Holders shall have offered to the Trustee security
or indemnity reasonably satisfactory to the Trustee against the costs, expenses
and liabilities which might be incurred by it in compliance with such request or
direction;

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

     (7)  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 and the Trustee shall not be responsible for any misconduct or
negligence on the part of any agent or attorney appointed with due care by it
hereunder; and

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

     The Trustee shall not be required to expend or risk its own funds or
otherwise incur any financial liability in the performance of any of its duties
hereunder, or in the exercise of any of its rights or powers, if it shall have
reasonable grounds for believing that repayment of such funds or adequate
indemnity against such risk or liability is not reasonably assured to it.

                                       37
<PAGE>

     Except during the continuance of an Event of Default, the Trustee
undertakes to perform only such duties as are specifically set forth in this
Indenture, and no implied covenants or obligations shall be read into this
Indenture against the Trustee.

     SECTION 603. NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF DEBT SECURITIES.
The recitals contained herein and in the Debt Securities, except the Trustee's
certificate of authentication, and in any coupons shall be taken as the
statements of the Company, and neither the Trustee nor any Authenticating Agent
assumes any responsibility for their correctness. The Trustee makes no
representations as to the validity or sufficiency of this Indenture or of the
Debt Securities or coupons, except that the Trustee represents that it is duly
authorized to execute and deliver this Indenture, authenticate the Debt
Securities and perform its obligations hereunder. Neither the Trustee nor any
Authenticating Agent shall be accountable for the use or application by the
Company of Debt Securities or the proceeds thereof.

     SECTION 604. MAY HOLD DEBT SECURITIES. The Trustee, any Paying Agent, Debt
Security Registrar, Authenticating Agent or any other agent of the Company, in
its individual or any other capacity, may become the owner or pledgee of Debt
Securities and coupons and, subject to TIA Sections 3.10(b) and 3.11, may
otherwise deal with the Company with the same rights it would have if it were
not Trustee, Paying Agent, Debt Security Registrar, Authenticating Agent or such
other agent.

     SECTION 605. MONEY HELD IN TRUST. Money held by the Trustee in trust
hereunder need not be segregated from other funds except to the extent required
by law. The Trustee shall be under no liability for interest on any money
received by it hereunder except as otherwise agreed in writing with the Company.

     SECTION 606. COMPENSATION AND REIMBURSEMENT. The Company agrees:

     (1)  to pay to the Trustee from time to time reasonable compensation for
all services rendered by it hereunder (which compensation shall not be limited
by any provision of law in regard to the compensation of a trustee of an express
trust);

     (2)  except as otherwise expressly provided herein, to reimburse each of
the Trustee and any predecessor Trustee upon its request for all reasonable
expenses, disbursements and advances incurred or made by the Trustee in
accordance with any provision of this Indenture (including the reasonable
compensation and the expenses and disbursements of its agents and counsel),
except any such expense, disbursement or advance as may be attributable to its
negligence or bad faith; and

     (3)  to indemnify each of the Trustee and any predecessor Trustee for, and
to hold it harmless against, any loss, liability or expense incurred without
negligence or bad faith on its own part, arising out of or in connection with
the acceptance or administration of the trust or trusts hereunder, including the
costs and expenses of defending itself against any claim or liability in
connection with the exercise or performance of any of its powers or duties
hereunder.

     When the Trustee incurs expenses or renders services in connection with an
Event of Default specified in Section 501(f) or Section 501(g), the expenses
(including the reasonable charges and expenses of its counsel) and the
compensation for the services are intended to constitute expenses of
administration under any applicable Federal or state bankruptcy, insolvency or
other similar law.

     As security for the performance of the obligations of the Company under
this Section, the Trustee shall have a lien for payment of the Trustee's fees
and expenses prior to the Debt Securities upon all property and funds held or
collected by the Trustee as such, except funds held in trust for the payment of

                                       38
<PAGE>

principal of (or premium, if any) or interest on or Additional Amounts with
respect to particular Debt Securities or any coupons.

     The provisions of this Section shall survive the termination of this
Indenture.

     SECTION 607. CORPORATE TRUSTEE REQUIRED; ELIGIBILITY; CONFLICTING
INTERESTS. There shall at all times be a Trustee hereunder which shall be
eligible to act as Trustee under TIA Section 3.10(a) (1) and shall have a
combined capital and surplus of at least $50,000,000 (or which trust company
shall have a combined capital and surplus of at least $10,000,000 and whose
ultimate parent holding company shall have a combined capital and surplus of at
least $50,000,000). If such corporation (or ultimate parent holding company, as
the case may be) publishes reports of condition at least annually, pursuant to
law or the requirements of Federal, State, Territorial or District of Columbia
supervising or examining authority, then for the purposes of this Section, the
combined capital and surplus of such corporation (or ultimate parent holding
company, as the case may be) shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. If at
any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section, it shall resign immediately in the manner and with
the effect hereinafter specified in this Article.

     SECTION 608. RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR. (a) No
resignation or removal of the Trustee and no appointment of a successor Trustee
pursuant to this Article shall become effective until the acceptance of
appointment by the successor Trustee in accordance with the applicable
requirements of Section 609.

     (b)  The Trustee may resign at any time with respect to the Debt Securities
of one or more series by giving written notice thereof to the Company. If an
instrument of acceptance by a successor Trustee shall not have been delivered to
the Trustee within 30 days after the giving of such notice of resignation, the
resigning Trustee may petition any court of competent jurisdiction for the
appointment of a successor Trustee.

     (c)  The Trustee may be removed at any time with respect to the Debt
Securities of any series by Act of the Holders of a majority in principal amount
of the Outstanding Debt Securities of such series delivered to the Trustee and
to the Company.

     (d)  If at any time:

     (1)  the Trustee shall fail to comply with the provisions of TIA Section
3.10(b) after written request therefor by the Company or by any Holder of a Debt
Security who has been a bona fide Holder of a Debt Security for at least six
months, or

     (2)  the Trustee shall cease to be eligible under Section 607 and shall
fail to resign after written request therefor by the Company or by any Holder of
a Debt Security who has been a bona fide Holder of a Debt Security for at least
six months, or

     (3)  the Trustee shall become incapable of acting or shall be adjudged a
bankrupt or insolvent or a receiver 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, (i) the Company by or pursuant to a Board
Resolution may remove the Trustee and appoint a successor Trustee with respect
to all Debt Securities, or (ii) subject to TIA Section 3.15(e), any Holder of a
Debt Security who has been a bona fide Holder of a Debt Security for at least
six months may, on behalf of himself and all others similarly situated, petition
any court of competent

                                       39
<PAGE>

jurisdiction for the removal of the Trustee with respect to all Debt Securities
and the appointment of a successor Trustee or Trustees.

     (e)  If the Trustee shall resign, be removed or become incapable of acting,
or if a vacancy shall occur in the office of Trustee for any cause with respect
to the Debt Securities of one or more series, the Company, by or pursuant to a
Board Resolution, shall promptly appoint a successor Trustee or Trustees with
respect to the Debt Securities of that or those series (it being understood that
any such successor Trustee may be appointed with respect to the Debt Securities
of one or more or all of such series and that at any time there shall be only
one Trustee with respect to the Debt Securities of any particular series). If,
within one year after such resignation, removal or incapability, or the
occurrence of such vacancy, a successor Trustee with respect to the Debt
Securities of any series shall be appointed by Act of the Holders of a majority
in principal amount of the Outstanding Debt Securities of such series delivered
to the Company and the retiring Trustee, the successor Trustee so appointed
shall, forthwith upon its acceptance of such appointment, become the successor
Trustee with respect to the Debt Securities of such series and to that extent
supersede the successor Trustee appointed by the Company. If no successor
Trustee with respect to the Debt Securities of any series shall have been so
appointed by the Company or the Holders of Debt Securities and accepted
appointment in the manner hereinafter provided, any Holder of a Debt Security
who has been a bona fide Holder of a Debt Security 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 appointment of a successor Trustee
with respect to Debt Securities of such series.

     (f)  The Company shall give notice of each resignation and each removal of
the Trustee with respect to the Debt Securities of any series and each
appointment of a successor Trustee with respect to the Debt Securities of any
series in the manner provided for notices to the Holders of Debt Securities in
section 106. Each notice shall include the name of the successor Trustee with
respect to the Debt Securities of such series and the address of its Corporate
Trust Office.

     SECTION 609. ACCEPTANCE OF APPOINTMENT BY SUCCESSOR. (a) In case of the
appointment hereunder of a successor Trustee with respect to all Debt
Securities, every such successor Trustee shall execute, acknowledge and deliver
to the Company and to the retiring Trustee an instrument accepting such
appointment, and thereupon the resignation or removal of the retiring Trustee
shall become effective and such successor Trustee, without any further act, deed
or conveyance, shall become vested with all the rights, powers, trusts and
duties of the retiring Trustee; but, on request of the Company or the successor
Trustee, such retiring Trustee shall, upon payment of its charges, execute and
deliver an instrument transferring to such successor Trustee all the rights,
powers and trusts of the retiring Trustee, and shall duly assign, transfer and
deliver to such successor Trustee all property and money held by such retiring
Trustee hereunder, subject nevertheless to its lien and claim, if any, provided
for in Section 606.

     (b)  In case of the appointment hereunder of a successor Trustee with
respect to the Debt Securities of one or more (but not all) series, the Company,
the retiring Trustee and each successor Trustee with respect to the Debt
Securities of one or more series shall execute and deliver an indenture
supplemental hereto, pursuant to Article Nine hereof, wherein each successor
Trustee shall accept such appointment and which (1) shall contain such
provisions as shall be necessary or desirable to transfer and confirm to, and to
vest in, each successor Trustee all the rights, powers, trusts and duties of the
retiring Trustee with respect to the Debt Securities of that or those series to
which the appointment of such successor Trustee relates, (2) if the retiring
Trustee is not retiring with respect to all Debt Securities, shall contain such
provisions as shall be deemed necessary or desirable to confirm that all the
rights, powers, trusts and duties of the retiring Trustee with respect to the
Debt Securities of that or those series as to which the retiring Trustee is not
retiring shall continue to be vested in the retiring Trustee, and (3) shall add
to or change any of the provisions of this Indenture as shall be necessary to
provide for or facilitate

                                       40
<PAGE>

the administration of the trusts hereunder by more than one Trustee, it being
understood that nothing herein or in such supplemental indenture shall
constitute such Trustees co-trustees of the same trust and that each such
Trustee shall be trustee of a trust or trusts hereunder separate and apart from
any trust or trusts hereunder administered by any other such Trustee; and upon
the execution and delivery of such supplemental indenture the resignation or
removal of the retiring Trustee shall become effective to the extent provided
therein and each such successor Trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Debt Securities of that or those
series to which the appointment of such successor Trustee relates; but, on
request of the Company or any successor Trustee, such retiring Trustee shall
duly assign, transfer and deliver to such successor Trustee all property and
money held by such retiring Trustee hereunder with respect to the Debt
Securities of that or those series to which the appointment of such successor
Trustee relates.

     (c)  Upon request of any such successor Trustee, the Company shall execute
any and all instruments for more fully and certainly vesting in and confirming
to such successor Trustee all such rights, powers and trusts referred to in
paragraph (a) or (b) of this Section, as the case may be.

     (d)  No successor Trustee shall accept its appointment unless at the time
of such acceptance such successor Trustee shall be qualified and eligible under
this Article Six.

     SECTION 610. MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS.
Any corporation into which the Trustee may be merged or converted or with which
it may be consolidated, or any corporation resulting from any merger, conversion
or consolidation to which the Trustee shall be a party, or any corporation
succeeding to all or substantially all of the corporate trust business of the
Trustee, shall be the successor of the Trustee hereunder, provided such
corporation shall be otherwise qualified and eligible under this Article,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto. In case any Debt Securities or coupons shall have
been authenticated, but not delivered, by the Trustee then in office, any
successor by merger, conversion or consolidation to such authenticating Trustee
may adopt such authentication and deliver the Debt Securities or coupons so
authenticated with the same effect as if such successor Trustee had itself
authenticated such Debt Securities or coupons. In case any Debt Securities or
coupons shall not have been authenticated by such predecessor Trustee, any such
successor Trustee may authenticate and deliver such Debt Securities or coupons,
in either its own name or that of its predecessor Trustee, with the full force
and effect which this Indenture provides for the certificate of authentication
of the Trustee.

     SECTION 611. APPOINTMENT OF AUTHENTICATING AGENT. At any time when any of
the Debt Securities remain Outstanding, the Trustee may appoint an
Authenticating Agent or Agents with respect to one or more series of Debt
Securities which shall be authorized to act on behalf of the Trustee to
authenticate Debt Securities of such series issued upon exchange, registration
of transfer or partial redemption or repayment thereof, and Debt Securities so
authenticated shall be entitled to the benefits of this Indenture and shall be
valid and obligatory for all purposes as if authenticated by the Trustee
hereunder. Any such appointment shall be evidenced by an instrument in writing
signed by a Responsible Officer of the Trustee, a copy of which instrument shall
be promptly furnished to the Company. Wherever reference is made in this
Indenture to the authentication and delivery of Debt Securities by the Trustee
or the Trustee's certificate of authentication, such reference shall be deemed
to include authentication and delivery on behalf of the Trustee by an
Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by an Authenticating Agent. Each Authenticating Agent shall be
acceptable to the Company and shall at all times be a bank or trust company or
corporation organized and doing business and in good standing under the laws of
the United States of America or of any State or the District of Columbia,
authorized under such laws to act as Authenticating Agent, having a combined
capital and surplus of not less than $50,000,000 and subject to supervision or
examination by Federal or

                                       41
<PAGE>

state authorities. If such Authenticating Agent publishes reports of condition
at least annually, pursuant to law or the requirements of the aforesaid
supervising or examining authority, then for the purposes of this Section, the
combined capital and surplus of such Authenticating Agent shall be deemed to be
its combined capital and surplus as set forth in its most recent report of
condition so published. In case at any time an Authenticating Agent shall cease
to be eligible in accordance with the provisions of this Section, such
Authenticating Agent shall resign immediately in the manner and with the effect
specified in this section.

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

     An Authenticating Agent for any series of Debt Securities may at any time
resign by giving written notice of resignation to the Trustee for such series
and to the Company. The Trustee for any series of Debt Securities may at any
time terminate the agency of an Authenticating Agent by giving written notice of
termination to such Authenticating Agent and to the Company. Upon receiving such
a notice of resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee for such series may appoint a successor
Authenticating Agent which shall be acceptable to the Company and shall give
notice of such appointment to all Holders of Debt Securities of the series with
respect to which such Authenticating Agent will serve in the manner set forth in
Section 106. Any successor Authenticating Agent upon acceptance of its
appointment hereunder shall become vested with all the rights, powers and duties
of its predecessor hereunder, with like effect as if originally named as an
Authenticating Agent herein. No successor Authenticating Agent shall be
appointed unless eligible under the provisions of this Section.

     The Company agrees to pay to each Authenticating Agent from time to time
reasonable compensation including reimbursement of its reasonable expenses for
its services under this Section.

     If an appointment with respect to one or more series is made pursuant to
this Section, the Debt Securities of such series may have endorsed thereon, in
addition to or in lieu of the Trustee's certificate of authentication, an
alternate certificate of authentication substantially in the following form:

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

                                         ___________________________, as Trustee

  By:_____________________________
as Authenticating Agent

  By:_____________________________
Authorized Officer

                                ARTICLE SEVEN.
               HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

                                       42
<PAGE>

SECTION 701. DISCLOSURE OF NAMES AND ADDRESSES OF HOLDERS. Every Holder of Debt
Securities or coupons, by receiving and holding the same, agrees with the
Company and the Trustee that neither the Company nor the Trustee nor any
Authenticating Agent nor any Paying Agent nor any Debt Security Registrar shall
be held accountable by reason of the disclosure of any information as to the
names and addresses of the Holders of Debt Securities in accordance with TIA
Section 312, regardless of the source from which such information was derived,
and that the Trustee shall not be held accountable by reason of mailing any
material pursuant to a request made under TIA Section 312(b).

     SECTION 702. REPORTS BY TRUSTEE. Within 60 days after May 15 of each year
commencing with the first May 15 after the first issuance of Debt Securities
pursuant to this Indenture, the Trustee shall transmit by mail to all Holders of
Debt Securities as provided in TIA Section 3.13 (c) a brief report dated as of
such May 15 if required by TIA Section 3.13(a).

     SECTION 703. REPORTS BY COMPANY.  The Company will:

     (1)  file with the Trustee, within 15 days after the Company is required to
file the same with the Commission, copies of the annual reports and of the
information, documents and other reports (or copies of such portions of any of
the foregoing as the Commission may from time to time by rules and regulations
prescribe) which the Company may be required to file with the Commission
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934;
or, if the Company is not required to file information, documents or reports
pursuant to either of such Sections, then it will file with the Trustee and the
Commission, in accordance with rules and regulations prescribed from time to
time by the Commission, such of the supplementary and periodic information,
documents and reports which may be required pursuant to Section 13 of the
Securities Exchange Act of 1934 in respect of a security listed and registered
on a national securities exchange as may be prescribed from time to time in such
rules and regulations;

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

     (3)  transmit by mail to the Holders of Debt Securities, within 30 days
after the filing thereof with the Trustee, in the manner and to the extent
provided in TIA Section 3.13(c), such summaries of any information, documents
and reports required to be filed by the Company pursuant to paragraphs (1) and
(2) of this Section as may be required by rules and regulations prescribed from
time to time by the Commission.

     SECTION 704. COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF HOLDERS. The
Company will furnish or cause to be furnished to the Trustee:

     (a)  semi-annually, not later than 15 days after the Regular Record Date
for interest for each series of Debt Securities, a list, in such form as the
Trustee may reasonably require, of the names and addresses of the Holders of
Registered Debt Securities of such series as of such Regular Record Date, or if
there is no Regular Record Date for interest for such series of Debt Securities,
semiannually, upon such dates as are set forth in the Board Resolution or
indenture supplemental hereto authorizing such series, and

     (b)  at such other times as the Trustee may request in writing, within 30
days after the receipt by the Company of any such request, a list of similar
form and content as of a date not more than 15 days

                                       43
<PAGE>

prior to the time such list is furnished, provided, however, that, so long as
the Trustee is the Debt Security Registrar, no such list shall be required to be
furnished.

                                ARTICLE EIGHT.
               CONSOLIDATION, MERGER, SALE, LEASE OR CONVEYANCE

SECTION 801. CONSOLIDATIONS AND MERGERS OF COMPANY AND SALES, LEASES AND
CONVEYANCES PERMITTED SUBJECT TO CERTAIN CONDITIONS. The Company will not, in
any transaction or series of related transactions, consolidate with, or sell,
lease, assign, transfer or otherwise convey all or substantially all of its
assets to, or merge with or into, any other Person unless (i) either the Company
shall be the continuing corporation, or the successor Person (if other than the
Company) formed by or resulting from any such consolidation or merger or which
shall have received the transfer of such assets is a corporation organized and
existing under the laws of the United States of America or a State thereof or
the District of Columbia and shall expressly assume, by supplemental indenture
executed by such successor corporation and delivered by it to the Trustee (which
supplemental indenture shall comply with Article Nine hereof and shall be
reasonably satisfactory to the Trustee), the due and punctual payment of the
principal of (and premium, if any) and interest, if any, on and all Additional
Amounts, if any, payable in respect of, all of the Outstanding Debt Securities,
according to their tenor, and the due and punctual performance and observance of
all of the other covenants and conditions contained in this Indenture and the
Debt Securities to be performed or observed by the Company; (ii) immediately
after giving effect to such transaction and treating any Debt (including
Acquired Debt) which becomes an obligation of the Company or any of its
Subsidiaries as a result thereof as having been incurred by the Company or such
Subsidiary at the time of such transaction, no Event of Default, and no event
which, after notice or the lapse of time, or both, would become an Event of
Default, shall have occurred and shall be continuing; and (iii) the Company
shall have delivered to the Trustee the Officers' Certificate and Opinion of
Counsel required pursuant to Section 803 below. In the event that the Company is
not the continuing corporation, then, for purposes of clause (ii) of the
preceding sentence, the successor corporation shall be deemed to be the
"Company" referred to in such clause (ii).

     SECTION 802. RIGHTS AND DUTIES OF SUCCESSOR CORPORATION. In case of any
such consolidation, merger, sale, lease, assignment, transfer or conveyance and
upon any such assumption by the successor corporation, such successor
corporation shall succeed to and be substituted for and may exercise every right
and power of the Company, with the same effect as if it had been named as the
"Company" herein; and the predecessor corporation, except in the case of a
lease, shall be released from any further obligation under this Indenture and
the Debt Securities. Such successor corporation thereupon may cause to be
signed, and may issue either in its own name or in the name of the Company, any
or all of the Debt Securities issuable hereunder which theretofore shall not
have been signed by the Company and delivered to the Trustee; and, upon the
order of such successor corporation, instead of the Company, and subject to all
the terms, conditions and limitations in this Indenture prescribed, the Trustee
shall authenticate and shall deliver any Debt Securities which previously shall
have been signed and delivered by the officers of the Company to the Trustee for
authentication, and any Debt Securities which such successor corporation
thereafter shall cause to be signed and delivered to the Trustee for that
purpose. All the Debt Securities so issued shall in all respects have the same
legal rank and benefit under this Indenture as the Debt Securities theretofore
or thereafter issued in accordance with the terms of this Indenture.

     In case of any such consolidation, merger, sale, lease, assignment,
transfer or conveyance, such changes in phraseology and form (but not in
substance) may be made in the Debt Securities thereafter to be issued as may be
appropriate.

     SECTION 803. OFFICERS' CERTIFICATE AND OPINION OF COUNSEL. Any
consolidation, merger, sale, lease, assignment, transfer or conveyance permitted
under Section 801 is also

                                       44
<PAGE>

subject to the condition precedent that the Trustee receive an Officers'
Certificate and an Opinion of Counsel to the effect that any such consolidation,
merger, sale, lease, assignment, transfer or conveyance, and the assumption by
any successor corporation, complies with the provisions of this Article and that
all conditions precedent herein provided for relating to such transaction have
been complied with.

                                 ARTICLE NINE.
                            SUPPLEMENTAL INDENTURES

SECTION 901. SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS. Without the
consent of any Holders of Debt Securities or coupons, the Company, when
authorized by or pursuant to a Board Resolution, and the Trustee, at any time
and from time to time, may enter into one or more indentures supplemental
hereto, in form satisfactory to the Trustee, for any of the following purposes:

     (1)  to evidence the succession of another Person to the Company and the
assumption by any such successor of the covenants of the Company herein and in
the Debt Securities contained; or

     (2)  to add to the covenants of the Company for the benefit of the Holders
of all or any series of Debt Securities (and if such covenants are to be for the
benefit of less than all series of Debt Securities, stating that such covenants
are expressly being included solely for the benefit of such series) or to
surrender any right or power herein conferred upon the Company; or

     (3)  to add any additional Events of Default for the benefit of the Holders
of all or any series of Debt Securities (and if such Events of Default are to be
for the benefit of less than all series of Debt Securities, stating that such
Events of Default are expressly being included solely for the benefit of such
series); provided, however, that in respect of any such additional Events of
Default 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
default or may limit the remedies available to the Trustee upon such default or
may limit the right of the Holders of a majority in aggregate principal amount
of that or those series of Debt Securities to which such additional Events of
Default apply to waive such default; or

     (4)  to add to or change any of the provisions of this Indenture to provide
that Bearer Debt Securities may be registrable as to principal, to change or
eliminate any restrictions on the payment of principal of or any premium or
interest on Bearer Debt Securities, to permit Bearer Debt Securities to be
issued in exchange for Registered Debt Securities, to permit Bearer Debt
Securities to be issued in exchange for Bearer Debt Securities of other
authorized denominations or to permit or facilitate the issuance of Debt
Securities in uncertificated form, provided that any such action shall not
adversely affect the interests of the Holders of Debt Securities of any series
or any related coupons in any material respect; or

     (5)  to change or eliminate any of the provisions of this Indenture,
provided that no such change or elimination shall become effective with respect
to the Outstanding Debt Securities of any series issued hereunder which were
first issued prior to the date of such change or elimination and which are
entitled to the benefit of such provision; or

     (6)  to secure the Debt Securities; or

     (7)  to establish the form or terms of Debt Securities of any series and
any related coupons as permitted by Sections 201 and 301, including the
provisions and procedures, if applicable, relating to Debt Securities
convertible into Common Shares or Preferred Shares or other securities or
property, as the case may be; or

                                       45
<PAGE>

     (8)   to evidence and provide for the acceptance of appointment hereunder
by a successor Trustee with respect to the Debt 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; or

     (9)   to cure any ambiguity, to correct or supplement any provision herein
which may be defective or inconsistent with any other provision herein or to
make any other provisions with respect to matters or questions arising under
this Indenture which shall not be inconsistent with the provisions of this
Indenture, provided such action shall not adversely affect the interests of the
Holders of Debt Securities of any series or any related coupons in any material
respect; or

     (10)  to supplement any of the provisions of this Indenture to such extent
as shall be necessary to permit or facilitate the discharge, defeasance or
covenant defeasance, as the case may be, of any series of Debt Securities
pursuant to Sections 401, 1402 and 1403; provided that any such action shall not
adversely affect the interests of the Holders of Debt Securities of such series
and any related coupons or any other series of Debt Securities in any material
respect.

     SECTION 902. SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS. With the
consent of the Holders of not less than a majority in principal amount of all
Outstanding Debt Securities of each series affected by such supplemental
indenture, by Act of said Holders delivered to the Company and the Trustee, the
Company, when authorized by or pursuant to a Board Resolution, and the Trustee
may enter into an indenture or indentures supplemental hereto for the purpose of
adding any provisions to or changing in any manner or eliminating any of the
provisions of this Indenture or of the Debt Securities of such series or of
modifying in any manner the rights of the Holders of Debt Securities of such
series and any related coupons under this Indenture; provided, however, that no
such supplemental indenture shall, without the consent of the Holder of each
Outstanding Debt Security affected thereby:

     (1)   change the Stated Maturity of the principal of (or premium, if any,
on) or any installment of principal of, or premium, if any, or interest, if any,
on, or Additional Amounts, if any, with respect to, any Debt Security; or reduce
the principal amount thereof or the rate or amount of interest thereon or any
Additional Amounts payable in respect thereof, or any premium payable thereon,
or change any obligation of the Company to pay Additional Amounts pursuant to
Section 1015 (except as contemplated by Section 801 and permitted by Section
901(a)), or reduce the amount of the principal of an Original Issue Discount
Debt Security that would be due and payable upon a declaration of acceleration
of the maturity thereof pursuant to Section 502 or the amount thereof provable
in bankruptcy pursuant to Section 504, or adversely affect any right of the
Holder of any Debt Security to repayment of such Debt Security at such Holder's
option, or change any Place of Payment where, or the currency or currencies,
currency unit or units or composite currency or currencies in which, the
principal of any Debt Security or any premium or interest thereon or any
Additional Amounts in respect thereof is payable, or impair the right to
institute suit for the enforcement of any such payment on or after the Stated
Maturity thereof (or, in the case of redemption, on or after the Redemption Date
or, in the case of repayment at the option of Holder, on or after the Repayment
Date, as the case may be), or

     (2)   reduce the percentage in principal amount of the Outstanding Debt
Securities of any series, the consent of whose Holders is required for any such
supplemental indenture, or the consent of whose Holders is required for any
waiver with respect to such series (of compliance with certain provisions of
this Indenture or certain defaults hereunder and their consequences) provided
for in this Indenture, or reduce the requirements of Section 1504 for quorum or
voting, or

     (3)   modify any of the provisions of this Section, Section 513 or Section
1013, except to increase the percentage required to effect such action or to
provide that certain other provisions of this

                                       46
<PAGE>

Indenture cannot be modified or waived without the consent of the Holder of each
Outstanding Debt Security affected thereby, or

     (4)  make any change that adversely affects the right, if any, to convert
or exchange any Debt Security for Common Shares, Preferred Shares or other
securities or property in accordance with its terms.

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

     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 Debt Securities, or which modifies
the rights of the Holders of Debt Securities of such series with respect to such
covenant or other provision, shall be deemed not to affect the rights under this
Indenture of the Holders of Debt Securities of any other series.

     SECTION 903. EXECUTION OF SUPPLEMENTAL INDENTURES. In executing, or
accepting the additional trusts created by, any supplemental indenture permitted
by this Article or the modification thereby of the trusts created by this
Indenture, the Trustee shall be entitled to receive, and shall be fully
protected in relying upon, an Opinion of Counsel stating that the execution of
such supplemental indenture is authorized or permitted by this Indenture. The
Trustee may, but 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.

     SECTION 904. EFFECT OF SUPPLEMENTAL INDENTURES. Upon the execution of any
supplemental indenture under this Article Nine, this Indenture shall be modified
in accordance therewith, and such supplemental indenture shall form a part of
this Indenture for all purposes; and every Holder of Debt Securities theretofore
or thereafter authenticated and delivered hereunder and of any coupon
appertaining thereto shall be bound thereby.

     SECTION 905. CONFORMITY WITH TRUST INDENTURE ACT.  Every supplemental
indenture executed pursuant to this Article Nine shall conform to the
requirements of the Trust Indenture Act as then in effect.

     SECTION 906. REFERENCE IN DEBT SECURITIES TO SUPPLEMENTAL INDENTURES. Debt
Securities of any series authenticated and delivered after the execution of any
supplemental indenture pursuant to this Article Nine may, and shall, if required
by the Trustee, bear a notation in form approved by the Trustee as to any matter
provided for in such supplemental indenture. If the Company shall so determine,
new Debt Securities of any series so modified as to conform, in the opinion of
the Trustee and the Company, to any such supplemental indenture may be prepared
and executed by the Company and authenticated and delivered by the Trustee in
exchange for Outstanding Debt Securities of such series.

                                 ARTICLE TEN.
                                  COVENANTS

     SECTION 1001. PAYMENT OF PRINCIPAL, PREMIUM, IF ANY, INTEREST AND
ADDITIONAL AMOUNTS. The Company covenants and agrees for the benefit of the
Holders of each series of Debt Securities that it will duly and punctually pay
the principal of (and premium, if any) and interest on and any Additional
Amounts payable in respect of the Debt Securities of that series in

                                       47
<PAGE>

accordance with the terms of such series of Debt Securities, any coupons
appertaining thereto and this Indenture. Unless otherwise specified as
contemplated by Section 301 with respect to any series of Debt Securities, any
interest due on and any Additional Amounts payable in respect of Bearer Debt
Securities on or before Maturity, other than Additional Amounts, if any, payable
as provided in Section 1015 in respect of principal of (or premium, if any, on)
such a Debt Security, shall be payable only upon presentation and surrender of
the several coupons for such interest installments as are evidenced thereby as
they severally mature.

     SECTION 1002. MAINTENANCE OF OFFICE OR AGENCY. If Debt Securities of a
series are issuable only as Registered Debt Securities, the Company shall
maintain in each Place of Payment for any series of Debt Securities an office or
agency where Debt Securities of that series may be presented or surrendered for
payment or conversion, where Debt Securities of that series may be surrendered
for registration of transfer or exchange and where notices and demands to or
upon the Company in respect of the Debt Securities of that series and this
Indenture may be served. If Debt Securities of a series are issuable as Bearer
Debt Securities, the Company will maintain: (A) in the [Borough of Manhattan,
The City of New York], an office or agency where any Registered Debt Securities
of that series may be presented or surrendered for payment or conversion, where
any Registered Debt Securities of that series may be surrendered for
registration of transfer, where Debt Securities of that series may be
surrendered for exchange, where notices and demands to or upon the Company in
respect of the Debt Securities of that series and this Indenture may be served
and where Bearer Debt Securities of that series and related coupons may be
presented or surrendered for payment or conversion in the circumstances
described in the following paragraph (and not otherwise); (B) subject to any
laws or regulations applicable thereto, in a Place of Payment for that series
which is located outside the United States, an office or agency where Debt
Securities of that series and related coupons may be presented and surrendered
for payment (including payment of any Additional Amounts payable on Debt
Securities of that series pursuant to Section 1015) or conversion; provided,
however, that if the Debt Securities of that series are listed on the Luxembourg
Stock Exchange or any other stock exchange located outside the United States and
such stock exchange shall so require, the Company will maintain a Paying Agent
for the Debt Securities of that series in Luxembourg or any other required city
located outside the United States, as the case may be, so long as the Debt
Securities of that series are listed on such exchange; and (C) subject to any
laws or regulations applicable thereto, in a Place of Payment for that series
located outside the United States an office or agency where any Registered Debt
Securities of that series may be surrendered for registration of transfer, where
Debt Securities of that series may be surrendered for exchange and where notices
and demands to or upon the Company in respect of the Debt Securities of that
series and this Indenture may be served. The Company will give prompt written
notice to the Trustee of the location, and any change in the location, of each
such office or agency. If at any time the Company shall fail to maintain any
such required office or agency or shall fail to furnish the Trustee with the
address thereof, such presentations, surrenders, notices and demands may be made
or served at the Corporate Trust Office of the Trustee (and the Company hereby
appoints the Trustee its agent to receive all such presentations, surrenders,
notices and demands), except that Bearer Debt Securities of that series and the
related coupons may be presented and surrendered for payment (including payment
of any Additional Amounts payable on Bearer Debt Securities of that series
pursuant to Section 1015) or conversion at the offices specified in the Debt
Security or pursuant to Section 301 in London, England, and the Company hereby
appoints the same as its agent to receive such presentations, surrenders,
notices and demands.

     Unless otherwise specified with respect to any Debt Securities pursuant to
Section 301, no payment of principal, premium or interest on or Additional
Amounts in respect of Bearer Debt Securities shall be made at any office or
agency of the Company in the United States or by check mailed to any address in
the United States or by transfer to an account maintained with a bank located in
the United States; provided, however, that, if the Debt Securities of a series
are payable in Dollars, payment of

                                       48
<PAGE>

principal of and any premium and interest on any Bearer Debt Security (including
any Additional Amounts payable in respect of Debt Securities of such series
pursuant to Section 1015) shall be made at the office or agency maintained by
the Company for such purpose in the [Borough of Manhattan, The City of New York]
if (but only if) payment in Dollars of the full amount of such principal,
premium, interest or Additional Amounts, as the case may be, at all offices or
agencies outside the United States maintained for the purpose by the Company in
accordance with this Indenture is illegal or effectively precluded by exchange
controls or other similar restrictions.

     The Company may from time to time designate one or more other offices or
agencies where the Debt Securities of one or more series may be presented or
surrendered for any or all of such purposes, and may from time to time rescind
such designations; provided, however, that no such designation or rescission
shall in any manner relieve the Company of its obligation to maintain an office
or agency in accordance with the requirements set forth above for Debt
Securities of any series for such purposes. The Company will give prompt written
notice to the Trustee of any such designation or rescission and of any change in
the location of any such other office or agency. Unless otherwise specified
pursuant to Section 301 with respect to a series of Debt Securities, the Company
hereby designates as a Place of Payment for each series of Debt Securities the
office or agency of the Company in the [Borough of Manhattan, The City of New
York], and initially appoints the Trustee, at its offices which on the date of
this Indenture are located at c/o _________________________________ in such city
and as its agent to receive all such presentations, surrenders, notices and
demands and appoints the Trustee, at its Corporate Trust Office and at its
offices in the [Borough of Manhattan, The City of New York], as Paying Agent and
Securities Registrar. The Company may subsequently appoint a different office or
agency in the [Borough of Manhattan, The City of New York] and a different
Paying Agent and Security Registrar for the Debt Securities of any Series.

     Unless otherwise specified with respect to any Debt Securities pursuant to
Section 301, if and so long as the Debt Securities of any series (i) are
denominated in a Foreign Currency or (ii) may be payable in a Foreign Currency,
or so long as it is required under any other provision of this Indenture, then
the Company will maintain with respect to each such series of Debt Securities,
or as so required, at least one exchange rate agent.

     SECTION 1003. MONEY FOR DEBT SECURITIES PAYMENTS TO BE HELD IN TRUST. If
the Company shall at any time act as its own Paying Agent with respect to any
series of any Debt Securities and any related coupons, it will, on or before
each due date of the principal of (or premium, if any) or interest on or
Additional Amounts in respect of any of the Debt Securities of that series,
segregate and hold in trust for the benefit of the Persons entitled thereto a
sum in the currency or currencies, currency unit or units or composite currency
or currencies in which the Debt Securities of such series are payable (except as
otherwise specified pursuant to Section 301 for the Debt Securities of such
series) sufficient to pay the principal (and premium, if any) and interest and
Additional Amounts so becoming due until such sums shall be paid to such Persons
or otherwise disposed of as herein provided, and will promptly notify the
Trustee of its action or failure so to act.

     Whenever the Company shall have one or more Paying Agents for any series of
Debt Securities and any related coupons, it will, on or before each due date of
the principal of (or premium, if any) or interest on or Additional Amounts in
respect of any Debt Securities of that series, deposit with a Paying Agent a sum
(in the currency or currencies, currency unit or units or composite currency or
currencies described in the preceding paragraph) sufficient to pay the principal
(and premium, if any) and interest and Additional Amounts so becoming due, such
sum to be held in trust for the benefit of the Persons entitled to such
principal, premium, interest and Additional Amounts and (unless such Paying
Agent is the Trustee) the Company will promptly notify the Trustee of its action
or failure so to act.

                                       49
<PAGE>

     The Company will cause each Paying Agent other than the Trustee to execute
and deliver to the Trustee an instrument in which such Paying Agent shall agree
with the Trustee, subject to the provisions of this Section, that such Paying
Agent will

     (1)  hold all sums held by it for the payment of principal of (and premium,
if any) and interest on and any Additional Amounts with respect to the Debt
Securities in trust for the benefit of the Persons entitled thereto until such
sums shall be paid to such Persons or otherwise disposed of as herein provided;

     (2)  give the Trustee notice of any default by the Company (or any other
obligor upon the Debt Securities) in the making of any such payment of principal
(or premium, if any) or interest or Additional Amounts; and

     (3)  at any time during the continuance of any such default upon the
written request of the Trustee, forthwith pay to the Trustee all sums so held in
trust by such Paying Agent.

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

     Except as otherwise provided with respect to the Debt Securities of any
series pursuant to Section 301, any money deposited with the Trustee or any
Paying Agent, or held by the Company, in trust for the payment of the principal
of (or premium, if any) or interest on, or any Additional Amounts in respect of,
any Debt Security of any series and remaining unclaimed for two years after such
principal (or premium, if any), or interest or Additional Amounts has become due
and payable shall be paid to the Company upon Company Request or (if then held
by the Company) shall be discharged from such trust; and the Holder of such Debt
Security shall thereafter, as an unsecured general creditor, look only to the
Company for payment of such principal of (or premium, if any) or interest on, or
any Additional Amounts in respect of, such Debt Security, and all liability of
the Trustee or such Paying Agent with respect to such trust money, and all
liability of the Company as trustee thereof, shall thereupon cease; provided,
however, that the Trustee or such Paying Agent, before being required to make
any such repayment, may at the expense of the Company cause to be published
once, in an Authorized Newspaper, notice that such money remains unclaimed and
that, after a date specified therein, which shall not be less than 30 days from
the date of such publication, any unclaimed balance of such money then remaining
will be repaid to the Company.


                                       50
<PAGE>

     SECTION 1004. EXISTENCE. Subject to Article Eight, the Company will do or
cause to be done all things necessary to preserve and keep in full force and
effect its corporate existence, rights (charter and statutory) and franchises;
provided, however, that the Company will not be required to preserve any right
or franchise if its Board of Directors determines that the preservation thereof
is no

                                       51
<PAGE>

longer desirable in the conduct of its business and that the loss thereof is not
disadvantageous in any material respect to the Holders of the Debt Securities
Outstanding under this Indenture.

     SECTION 1005. MAINTENANCE OF PROPERTIES. The Company will cause all of its
properties used or useful in the conduct of its business or the business of any
Subsidiary to be maintained and kept in good condition, repair and working order
and supplied with all necessary equipment and will cause to be made all
necessary repairs, renewals, replacements, betterments and improvements thereof,
all as in the judgment of the Company may be necessary so that the business
carried on in connection therewith may be properly and advantageously conducted
at all times; provided, however, that nothing in this Section shall prevent the
Company and its Subsidiaries from selling or otherwise disposing of for value
their respective properties in the ordinary course of business.

     SECTION 1006. INSURANCE. The Company will, and will cause each of its
Subsidiaries to, keep in force upon all of its properties and operations
policies of insurance carried with responsible companies in such amounts and
covering all such risks as shall be customary in the industry in accordance with
prevailing market conditions and availability.

     SECTION 1007. PAYMENT OF TAXES AND OTHER CLAIMS. The Company will pay or
discharge or cause to be paid or discharged, before the same shall become
delinquent, (1) all taxes, assessments and governmental charges levied or
imposed upon it or any Subsidiary or upon the income, profits or property of the
Company or any Subsidiary, and (2) all lawful claims for labor, materials and
supplies which, if unpaid, might by law become a lien upon the property of the
Company or any Subsidiary; provided, however, that the Company will not be
required to pay or discharge or cause to be paid or discharged any such tax,
assessment, charge or claim whose amount, applicability or validity is being
contested in good faith by appropriate proceedings.

     SECTION 1008. PROVISION OF FINANCIAL INFORMATION. Whether or not the
Company is subject to Section 13 or 15(d) of the Securities Exchange Act of
1934, for so long as any Debt Securities are Outstanding, the Company will, to
the extent permitted under the Securities Exchange Act of 1934, file with the
Commission the annual reports, quarterly reports and other documents which the
Company would have been required to file with the Commission pursuant to such
Section 13 or 15(d) if the Company were so subject, on or prior to the
respective dates (the "Required Filing Dates") by which the Company would have
been so required so to file such documents.

     The Company will also in any event (x) within 15 days after each Filing
Date (i) transmit by mail to all Holders, as their names and addresses appear in
the Security Register, without cost to such Holders, copies of the annual
reports, quarterly reports and other documents which the Company would have been
required to file with the Commission pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 if the Company were subject to such Sections,
and (ii) file with the Trustee copies of the annual reports, quarterly reports
and other documents which the Company would have been required to file with the
Commission pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934 if the Company were subject to such Sections and (y) if filing such
documents by the Company with the Commission is not permitted under the
Securities Exchange Act of 1934, promptly upon written request and payment of
the reasonable cost of duplication and delivery, supply copies of such documents
to any prospective Holder.

     SECTION 1009. WAIVER OF CERTAIN COVENANTS. The Company may omit in any
particular instance to comply with any term, provision or condition set forth in
Sections 1004 to 1012, inclusive, if before or after the time for such
compliance the Holders of at least a majority in principal amount of all
Outstanding Debt Securities of such series, by Act of such Holders, either waive
such compliance in such instance or generally waive compliance with such
covenant or condition, but no such

                                       52
<PAGE>

waiver shall extend to or affect such covenant or condition except to the extent
so expressly waived, and, until such waiver shall become effective, the
obligations of the Company and the duties of the Trustee in respect of any such
term, provision or condition shall remain in full force and effect.

     SECTION 1010. STATEMENT AS TO COMPLIANCE. The Company will deliver to the
Trustee, within 120 days after the end of each fiscal year, a brief certificate
from its principal executive officer, principal financial officer or principal
accounting officer as to his or her knowledge of the Company's compliance with
all conditions and covenants under this Indenture and, in the event of any
noncompliance, specifying such noncompliance and the nature and status thereof.
For purposes of this Section 1014, such compliance shall be determined without
regard to any period of grace or requirement of notice under this Indenture.

     SECTION 1011. ADDITIONAL AMOUNTS. If any Debt Securities of a series
provide for the payment of Additional Amounts, the Company will pay to the
Holder of any Debt Security of such series or any coupon appertaining thereto
Additional Amounts as may be specified as contemplated by Section 301. Whenever
in this Indenture there is mentioned, in any context, the payment of the
principal of or any premium or interest on, or in respect of, any Debt Security
of any series or payment of any related coupon or the net proceeds received on
the sale or exchange of any Debt 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 pursuant to Section 301 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 provisions hereof shall not be construed as
excluding Additional Amounts in those provisions hereof where such express
mention is not made.

     Except as otherwise specified as contemplated by Section 301, if the Debt
Securities of a series provide for the payment of Additional Amounts, at least
10 days prior to the first Interest Payment Date with respect to that series of
Debt Securities (or if the Debt Securities of that series will not bear interest
prior to Maturity, the first day on which a payment of principal and any premium
is made), and at least 10 days prior to each date of payment of principal and
any premium or interest if there has been any change with respect to the matters
set forth in the below-mentioned Officers' Certificate, the Company will furnish
the Trustee and the Company's principal Paying Agent or Paying Agents, if other
than the Trustee, with an Officers' Certificate instructing the Trustee and such
Paying Agent or Paying Agents whether such payment of principal of and any
premium or interest on the Debt Securities of that series shall be made to
Holders of Debt Securities of that series or any related coupons who are not
United States Persons without withholding for or on account of any tax,
assessment or other governmental charge specified by the terms of the Debt
Securities of the series. If any such withholding shall be required, then such
Officers' Certificate shall specify by country the amount, if any, required to
be withheld on such payments to such Holders of Debt Securities of that series
or related coupons and the Company will pay to the Trustee or such Paying Agent
or Paying Agents the Additional Amounts required by the terms of such Debt
Securities. In the event that the Trustee or any Paying Agent, as the case may
be, shall not so receive the above-mentioned certificate, then the Trustee or
such Paying Agent shall be entitled (i) to assume that no such withholding or
deduction is required with respect to any payment of principal, premium, if any,
or interest with respect to any Debt Securities of a series or related coupons
until it shall have received an Officers' Certificate advising otherwise and
(ii) to make all payments of principal, premium, if any, and interest with
respect to the Debt Securities of a series or related coupons without
withholding or deductions until otherwise advised. The Company 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 or in reliance on any Officers' Certificate furnished
pursuant to this Section or in reliance on the Company's not furnishing such an
Officers' Certificate.

                                       53
<PAGE>

                                ARTICLE ELEVEN.
                           REDEMPTION OF SECURITIES

SECTION 1101. APPLICABILITY OF ARTICLE. Debt Securities of any series which are
redeemable before their Stated Maturity shall be redeemable in accordance with
their terms and (except as otherwise specified as contemplated by Section 301
for Debt Securities of any series) in accordance with this Article.

     SECTION 1102. ELECTION TO REDEEM; NOTICE TO TRUSTEE. The election of the
Company to redeem any Debt Securities shall be evidenced by or pursuant to a
Board Resolution. In case of any redemption at the election of the Company of
less than all of the Debt Securities of any series, the Company shall, at least
45 days prior to the giving of the notice of redemption referred to in Section
1104 (unless a shorter notice shall be satisfactory to the Trustee), notify the
Trustee of such Redemption Date and of the principal amount of Debt Securities
of such series to be redeemed. In the case of any redemption of Debt Securities
prior to the expiration of any restriction on such redemption provided in the
terms of such Debt Securities or elsewhere in this Indenture, the Company shall
furnish the Trustee with an Officers' Certificate evidencing compliance with
such restriction.

     SECTION 1103. SELECTION BY TRUSTEE OF DEBT SECURITIES TO BE REDEEMED. If
less than all the Debt Securities of any series issued on the same day with the
same terms are to be redeemed, the particular Debt Securities to be redeemed
shall be selected not more than 60 days prior to the Redemption Date by the
Trustee, from the Outstanding Debt Securities of such series issued on such date
with the same terms not previously called for redemption (excluding any such
Outstanding Debt Securities held by the Company or any of its Subsidiaries), by
such method as the Trustee shall deem fair and appropriate and which may provide
for the selection for redemption of portions (equal to the minimum authorized
denomination for Debt Securities of that series or any integral multiple
thereof) of the principal amount of Debt Securities of such series of a
denomination larger than the minimum authorized denomination for Debt Securities
of that series.

     The Trustee shall promptly notify the Company and the Debt Security
Registrar (if other than itself) in writing of the Debt Securities selected for
redemption and, in the case of any Debt Securities selected for partial
redemption, the principal amount thereof to be redeemed.

     For all purposes of this Indenture, unless the context otherwise requires,
all provisions relating to the redemption of Debt Securities shall relate, in
the case of any Debt Security redeemed or to be redeemed only in part, to the
portion of the principal amount of such Debt Security which has been or is to be
redeemed.

     SECTION 1104. NOTICE OF REDEMPTION. Notice of redemption shall be given in
the manner provided in section 106, not less than 30 days nor more than 60 days
prior to the Redemption Date, unless a shorter period is specified by the terms
of such series established pursuant to Section 301, to each Holder of Debt
Securities to be redeemed, but failure to give such notice in the manner herein
provided to the Holder of any Debt Security designated for redemption as a whole
or in part, or any defect in the notice to any such Holder, shall not affect the
validity of the proceedings for the redemption of any other such Debt Security
or portion thereof.

     Any notice that is mailed to the Holders of Registered Debt Securities in
the manner herein provided shall be conclusively presumed to have been duly
given, whether or not the Holder receives the notice.

     All notices of redemption shall state:

                                       54
<PAGE>

     (1)  the Redemption Date,

     (2)  the Redemption Price and the amount of accrued interest to the
Redemption Date payable as provided in Section 1106, if any, and Additional
Amounts, if any,

     (3)  if less than all Outstanding Debt Securities of any series are to be
redeemed, the identification (and, in the case of partial redemption, the
principal amount) of the particular Debt Security or Debt Securities to be
redeemed,

     (4)  in case any Debt Security is to be redeemed in part only, the notice
shall state that on and after the Redemption Date, upon surrender of such Debt
Security, the Holder will receive, without a charge, a new Debt Security or Debt
Securities of such series of authorized denominations for the principal amount
thereof remaining unredeemed,

     (5)  that on the Redemption Date the Redemption Price and accrued interest
to the Redemption Date and Additional Amounts, if any, payable as provided in
Section 1106, will become due and payable upon each such Debt Security, or the
portion thereof, to be redeemed and, if applicable, that interest thereon shall
cease to accrue on and after said date, (6) the Place or Places of Payment where
such Debt Securities, together in the case of Bearer Debt Securities with all
coupons appertaining thereto, if any, maturing after the Redemption Date, are to
be surrendered for payment of the Redemption Price and accrued interest, if any,
and Additional Amounts, if any, or (if applicable) for conversion,

     (7)  that the redemption is for a sinking fund, if such is the case,

     (8)  that, unless otherwise specified in such notice, Bearer Debt
Securities of any series, if any, surrendered for redemption must be accompanied
by all coupons maturing subsequent to the date fixed for redemption or the
amount of any such missing coupon or coupons will be deducted from the
Redemption Price, unless security or indemnity satisfactory to the Company, the
Trustee for such series and any Paying Agent is furnished,

     (9)  if Bearer Debt Securities of any series are to be redeemed and any
Registered Debt Securities of such series are not to be redeemed, and if such
Bearer Debt Securities may be exchanged for Registered Debt Securities not
subject to redemption on this Redemption Date pursuant to Section 305 or
otherwise, the last date, as determined by the Company, on which such exchanges
may be made,

     (10) the CUSIP number of such Debt Security, if any, and

     (11) if applicable, that a Holder of Debt Securities who desires to convert
Debt Securities for redemption must satisfy the requirements for conversion
contained in such Debt Securities, the then existing conversion price or rate,
and the date and time when the option to convert shall expire.

     Notice of redemption of Debt Securities to be redeemed shall be given by
the Company or, at the Company's request, by the Trustee in the name and at the
expense of the Company.

     SECTION 1105. DEPOSIT OF REDEMPTION PRICE. At or prior to 12:00 noon (New
York City time) on any Redemption Date, the Company shall deposit with the
Trustee or with a Paying Agent (or, if the Company is acting as its own Paying
Agent, which it may not do in the case of a sinking fund payment under Article
Twelve, segregate and hold in trust as provided in Section 1003) an amount of
money in the currency or currencies, currency unit or units or composite
currency or currencies in

                                       55
<PAGE>

which the Debt Securities of such series are payable (except as otherwise may be
specified pursuant to Section 301 for the Debt Securities of such series)
sufficient to pay on the Redemption Date the Redemption Price of, and (except if
the Redemption Date shall be an Interest Payment Date) accrued interest on, and
Additional Amounts, if any, with respect to, all the Debt Securities or portions
thereof which are to be redeemed on that date.

     SECTION 1106. DEBT SECURITIES PAYABLE ON REDEMPTION DATE. Notice of
redemption having been given as aforesaid, the Debt Securities so to be redeemed
shall, on the Redemption Date, become due and payable at the Redemption Price
therein specified in the currency or currencies, currency unit or units or
composite currency or currencies in which the Debt Securities of such series are
payable (except as otherwise specified pursuant to Section 301 for the Debt
Securities of such series) (together with accrued interest, if any, and
Additional Amounts, if any, to the Redemption Date), and from and after such
date (unless the Company shall default in the payment of the Redemption Price or
accrued interest, if any, or Additional Amounts, if any) such Debt Securities
shall, if the same were interest-bearing, cease to bear interest and the coupons
for such interest appertaining to any Bearer Debt Securities so to be redeemed,
except to the extent provided below, shall be void. Upon surrender of any such
Debt Security for redemption in accordance with said notice, together with all
coupons, if any, appertaining thereto maturing after the Redemption Date, such
Debt Security shall be paid by the Company at the Redemption Price, together
with accrued interest, if any, and Additional Amounts, if any, to the Redemption
Date; provided, however, that installments of interest on Bearer Debt Securities
whose Stated Maturity is on or prior to the Redemption Date shall be payable
only at an office or agency located outside the United States (except as
otherwise provided in Section 1002) and, unless otherwise specified as
contemplated by Section 301, only upon presentation and surrender of coupons for
such interest; and provided further that, except as otherwise provided with
respect to Debt Securities convertible into Common Shares or Preferred Shares or
other securities or property, installments of interest on Registered Debt
Securities whose Stated Maturity is on or prior to the Redemption Date shall be
payable to the Holders of such Debt Securities, or one or more Predecessor Debt
Securities, registered as such at the close of business on the relevant Record
Dates according to their terms and the provisions of Section 307.

     If any Bearer Debt Security surrendered for redemption shall not be
accompanied by all appurtenant coupons maturing after the Redemption Date, such
Debt Security may be paid after deducting from the Redemption Price an amount
equal to the face amount of all such missing coupons, or the surrender of such
missing coupon or coupons may be waived by the Company and the Trustee if there
be furnished to them such security or indemnity as they may require to save each
of them and any Paying Agent harmless. If thereafter the Holder of such Debt
Security shall surrender to the Trustee or any Paying Agent any such missing
coupon in respect of which a deduction shall have been made from the Redemption
Price, such Holder shall be entitled to receive the amount so deducted;
provided, however, that interest represented by coupons shall be payable only at
an office or agency located outside the United States (except as otherwise
provided in Section 1002) and, unless otherwise specified as contemplated by
Section 301, only upon presentation and surrender of those coupons.

     If any Debt Security called for redemption shall not be so paid upon
surrender thereof for redemption, the principal (and premium, if any) shall,
until paid, bear interest from the Redemption Date at the rate borne by or
provided in the Debt Security.

     SECTION 1107. DEBT SECURITIES REDEEMED IN PART. Any Registered Debt
Security which is to be redeemed only in part (pursuant to the provisions of
this Article or of Article Twelve) shall be surrendered at a Place of Payment
therefor (with, if the Company or the Trustee so requires, due endorsement by,
or a written instrument of transfer in form satisfactory to the Company and the
Trustee duly executed by, the Holder thereof or his attorney duly authorized in
writing) and the Company shall execute and the Trustee shall authenticate and
deliver to the Holder of such Debt Security

                                       56
<PAGE>

without service charge a new Debt Security or Debt Securities of the same
series, of any authorized denomination as requested by such Holder in aggregate
principal amount equal to and in exchange for the unredeemed portion of the
principal of the Debt Security so surrendered.

     SECTION 1108. CONVERSION ARRANGEMENT ON CALL FOR REDEMPTION. In connection
with any redemption of Debt Securities, the Company may arrange for the purchase
and conversion of any Debt Securities called for redemption by an agreement with
one or more investment bankers or other purchasers to purchase such Debt
Securities (a copy of which shall be delivered to the Trustee by the Company
prior to the relevant Redemption Date) by paying to the Trustee or the Paying
Agent in trust for the Holders of Debt Securities, on or before 12:00 Noon (New
York City time) on the Redemption Date, an amount not less than the Redemption
Price, together with interest, if any, accrued to the Redemption Date of such
Debt Securities and Additional Amounts, if any, in immediately available funds.
Notwithstanding anything to the contrary contained in this Article Eleven, the
obligation of the Company to pay the Redemption Price of such Debt Securities,
including all accrued interest, if any, and Additional Amounts, if any, shall be
deemed to be satisfied and discharged to the extent such amount is so paid by
such purchasers. If such an agreement is entered into, any Debt Securities not
duly surrendered for conversion by the Holders thereof may, at the option of the
Company, be deemed, to the fullest extent permitted by law, acquired by such
purchasers from such Holders and surrendered by such purchasers for conversion,
all as of immediately prior to the close of business on the last day on which
Debt Securities of such series called for redemption may be converted in
accordance with this Indenture and the terms of such Debt Securities, subject to
payment to the Trustee or Paying Agent of the above-described amount. The
Trustee or the Paying Agent shall hold and pay to the Holders whose Debt
Securities are selected for redemption any such amount paid to it in the same
manner as it would pay moneys deposited with it by the Company for the
redemption of Debt Securities. Without the Trustee's and the Paying Agent's
prior written consent, no arrangement between the Company and such purchasers
for the purchase and conversion of any Debt Securities shall increase or
otherwise affect any of the powers, duties, responsibilities or obligations of
the Trustee and the Paying Agent as set forth in this Indenture, and the Company
agrees to indemnify the Trustee and the Paying Agent from, and hold them
harmless against, any loss, liability or expense arising out of or in connection
with any such arrangement for the purpose and conversion of any Debt Securities
between the Company and such purchasers, including the costs and expenses
incurred by the Trustee and the Paying Agent (including the fees and expenses of
their agents and counsel) in the defense of any claim or liability arising out
of or in connection with the exercise or performance of any of their powers,
duties, responsibilities or obligations under this Indenture.

                                ARTICLE TWELVE.
                                 SINKING FUNDS

SECTION 1201.      APPLICABILITY OF ARTICLE. The provisions of this Article
shall be applicable to any sinking fund for the retirement of Debt Securities of
a series except as otherwise specified as contemplated by Section 301 for Debt
Securities of such series.

     The minimum amount of any sinking fund payment provided for by the terms of
Debt 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 such Debt Securities of any series is herein referred to as an
"optional sinking fund payment". If provided for by the terms of any Debt
Securities of any series, the cash amount of any mandatory sinking fund payment
may be subject to reduction as provided in Section 1202. Each sinking fund
payment shall be applied to the redemption of Debt Securities of any series as
provided for by the terms of Debt Securities of such series.

     SECTION 1202. SATISFACTION OF SINKING FUND PAYMENTS WITH DEBT SECURITIES.
The Company may, in satisfaction of all or any part of any mandatory sinking
fund

                                       57
<PAGE>

payment with respect to the Debt Securities of a series, (1) deliver Outstanding
Debt Securities of such series (other than any previously called for redemption)
together in the case of any Bearer Debt Securities of such series with all
unmatured coupons appertaining thereto and (2) apply as a credit Debt Securities
of such series which have been redeemed either at the election of the Company
pursuant to the terms of such Debt Securities or through the application of
permitted optional sinking fund payments pursuant to the terms of such Debt
Securities, as provided for by the terms of such Debt Securities, or which have
otherwise been acquired by the Company; provided that such Debt Securities so
delivered or applied as a credit have not been previously so credited. Such Debt
Securities shall be received and credited for such purpose by the Trustee at the
applicable Redemption Price specified in such Debt Securities for redemption
through operation of the sinking fund and the amount of such mandatory sinking
fund payment shall be reduced accordingly.

     SECTION 1203. REDEMPTION OF DEBT SECURITIES FOR SINKING FUND. Not less than
60 days prior to each sinking fund payment date for Debt Securities of any
series, the Company will deliver to the Trustee an Officers' Certificate
specifying the amount of the next ensuing mandatory sinking fund payment for
that series pursuant to the terms of that series, the portion thereof, if any,
which is to be satisfied by payment of cash in the currency or currencies,
currency unit or units or composite currency or currencies in which the Debt
Securities of such series are payable (except as otherwise specified pursuant to
Section 301 for the Debt Securities of such series) and the portion thereof, if
any, which is to be satisfied by delivering and crediting Debt Securities of
that series pursuant to Section 1202, and the optional amount, if any, to be
added in cash to the next ensuing mandatory sinking fund payment, and will also
deliver to the Trustee any Debt Securities to be so delivered and credited. If
such Officers' Certificate shall specify an optional amount to be added in cash
to the next ensuing mandatory sinking fund payment, the Company shall thereupon
be obligated to pay the amount therein specified. Not less than 30 days before
each such sinking fund payment date the Trustee shall select the Debt Securities
to be redeemed upon such sinking fund payment date in the manner specified in
Section 1103 and cause notice of the redemption thereof to be given in the name
of and at the expense of the Company in the manner provided in Section 1104.
Such notice having been duly given, the redemption of such Debt Securities shall
be made upon the terms and in the manner stated in Sections 1106 and 1107.

                               ARTICLE THIRTEEN.
                      REPAYMENT AT THE OPTION OF HOLDERS

     SECTION 1301. APPLICABILITY OF ARTICLE. Debt Securities of any series which
are repayable at the option of the Holders thereof before their Stated Maturity
shall be repaid in accordance with the terms of the Debt Securities of such
series. The repayment of any principal amount of Debt Securities pursuant to
such option of the Holder to require repayment of Debt Securities before their
Stated Maturity, for purposes of Section 309, shall not operate as a payment,
redemption or satisfaction of the indebtedness represented by such Debt
Securities unless and until the Company, at its option, shall deliver or
surrender the same to the Trustee with a directive that such Debt Securities be
canceled. Notwithstanding anything to the contrary contained in this Section
1301, in connection with any repayment of Debt Securities, the Company may
arrange for the purchase of any Debt Securities by an agreement with one or more
investment bankers or other purchasers to purchase such Debt Securities by
paying to the Holders of such Debt Securities on or before the close of business
on the Repayment Date an amount not less than the Repayment Price payable by the
Company on repayment of such Debt Securities (together with interest, if any,
and Additional Amounts, if any, to the Redemption Date), and the obligation of
the Company to pay the Repayment Price of such Debt Securities (together with
interest, if any, and Additional Amounts, if any, to the Redemption Date), shall
be satisfied and discharged to the extent such payment is so paid by such
purchasers.

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<PAGE>

                               ARTICLE FOURTEEN.
                      DEFEASANCE AND COVENANT DEFEASANCE

SECTION 1401.      APPLICABILITY OF ARTICLE; COMPANY'S OPTION TO EFFECT
DEFEASANCE OR COVENANT DEFEASANCE. If, pursuant to Section 301, provision is
made for either or both of (a) defeasance of the Debt Securities of or within a
series under Section 1402 or (b) covenant defeasance of the Debt Securities of
or within a series under Section 1403, then the provisions of such Section or
Sections, as the case may be, together with the other provisions of this Article
(with such modifications thereto as may be specified pursuant to Section 301
with respect to such Debt Securities), shall be applicable to such Debt
Securities and any coupons appertaining thereto, and the Company may at its
option by Board Resolution, at any time, with respect to such Debt Securities
and any coupons appertaining thereto, elect to have Section 1402 (if applicable)
or Section 1403 (if applicable) be applied to such Outstanding Debt Securities
and any coupons appertaining thereto upon compliance with the conditions set
forth below in this Article. Unless otherwise specified pursuant to Section 301,
the Company's right, if any, to elect defeasance pursuant to Section 1402 or
covenant defeasance pursuant to Section 1403 may only be exercised with respect
to all of the Outstanding Debt Securities of any series.

     SECTION 1402. DEFEASANCE AND DISCHARGE. Upon the Company's exercise of the
above option applicable to this Section with respect to any Debt Securities of
or within a series, the Company shall be deemed to have been discharged from its
obligations with respect to such Outstanding Debt Securities and any coupons
appertaining thereto on the date the conditions set forth in Section 1404 are
satisfied (hereinafter "defeasance"). For this purpose, such defeasance means
that the Company shall be deemed to have paid and discharged the entire
indebtedness represented by such Outstanding Debt Securities and any coupons
appertaining thereto, which shall thereafter be deemed to be "Outstanding" only
for the purposes of Section 1405 and the other Sections of this Indenture
referred to in clauses (A) through (D) below, and to have satisfied all of its
other obligations under such Debt Securities and any coupons appertaining
thereto and this Indenture insofar as such Debt Securities and any coupons
appertaining thereto are concerned (and the Trustee, at the expense of the
Company, shall execute proper instruments acknowledging the same), except for
the following which shall survive until otherwise terminated or discharged
hereunder: (A) the rights of Holders of such outstanding Debt Securities and any
coupons appertaining thereto to receive, solely from the trust fund described in
Section 1404 and as more fully set forth in such Section, payments in respect of
the principal of (and premium, if any) and interest, if any, on such Debt
Securities and any coupons appertaining thereto when such payments are due, (B)
the Company's obligations with respect to such Debt Securities under Sections
304, 305, 306, 1002 and 1003, with respect to the payment of Additional Amounts,
if any, on such Debt Securities as contemplated by Section 1015, and with
respect to any rights to convert or exchange such Debt Securities into Common
Shares, Preferred Shares or other securities or property, (C) the rights,
powers, trusts, duties and immunities of the Trustee hereunder (including,
without limitation, those in Section 606 hereof) and (D) this Article Fourteen.
Subject to compliance with this Article Fourteen, the Company may exercise its
option under this Section notwithstanding the prior exercise of its option under
Section 1403 with respect to such Debt Securities and any coupons appertaining
thereto.

     SECTION 1403. COVENANT DEFEASANCE. Upon the Company's exercise of the above
option applicable to this Section with respect to any Debt Securities of or
within a series, the Company shall be released from its obligations under
Sections 1004 to 1012, inclusive, (except that the Company shall remain subject
to the covenant set forth in Section 1008 to preserve and keep in full force and
effect its corporate existence, except as permitted under ArticleEight) and, if
specified pursuant to Section 301, its obligations under any other covenant,
with respect to such Outstanding Debt Securities and any coupons appertaining
thereto on and after the date the conditions set forth in Section 1404 are
satisfied (hereinafter, "covenant defeasance"), and such Debt Securities and any
coupons appertaining

                                       59
<PAGE>

thereto shall thereafter be deemed to be not "Outstanding" for the purposes of
any direction, waiver, consent or declaration or Act of Holders (and the
consequences of any thereof) in connection with Sections 1004 to 1012,
inclusive, or such other covenant, but shall continue to be deemed "Outstanding"
for all other purposes hereunder. For this purpose, such covenant defeasance
means that, with respect to such Outstanding Debt Securities and any coupons
appertaining thereto, the Company may omit to comply with and shall have no
liability in respect of any term, condition or limitation set forth in any such
Section or such other covenant, whether directly or indirectly, by reason of any
reference elsewhere herein to any such Section or such other covenant or by
reason of reference in any such Section or such other covenant to any other
provision herein or in any other document and such omission to comply shall not
constitute a default or an Event of Default under Section 501(d) or 501(h) or
otherwise, as the case may be, but, except as specified above, the remainder of
this Indenture and such Debt Securities and any coupons appertaining thereto
shall be unaffected thereby.

     SECTION 1404. CONDITIONS TO DEFEASANCE OR COVENANT DEFEASANCE. The
following shall be the conditions to application of Section 1402 or Section 1403
to any Outstanding Debt Securities of or within a series and any coupons
appertaining thereto:

     (a) The Company shall irrevocably have deposited or caused to be deposited
with the Trustee (or another trustee satisfying the requirements of Section 607
who shall agree to comply with the provisions of this Article Fourteen
applicable to it) 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 such Debt Securities and any coupons
appertaining thereto, (1) an amount in such currency, currencies or currency
unit in which such Debt Securities and any coupons appertaining thereto are then
specified as payable at Stated Maturity or, if such defeasance or covenant
defeasance is to be effected in compliance with subsection (f) below, on the
relevant Redemption Date, as the case may be, or (2) Government Obligations
applicable to such Debt Securities and coupons appertaining thereto (determined
on the basis of the currency, currencies or currency unit in which such Debt
Securities and coupons appertaining thereto are then specified as payable at
Stated Maturity or the applicable Redemption Date, as the case may be) which
through the scheduled payment of principal and interest in respect thereof in
accordance with their terms will provide, not later than one day before the due
date of any payment of principal of (and premium, if any) and interest, if any,
on such Debt Securities and any coupons appertaining thereto, money in an
amount, or (3) a combination thereof, in any case, in an amount sufficient,
without consideration of any reinvestment of such principal and interest, in the
opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee, to pay
and discharge, and which shall be applied by the Trustee (or other qualifying
trustee) to pay and discharge, (i) the principal of (and premium, if any) and
interest, if any, on such Outstanding Debt Securities and any coupons
appertaining thereto on the Stated Maturity of such principal or installment of
principal or interest or the applicable Redemption Date, as the case may be, and
(ii) any mandatory sinking fund payments or analogous payments applicable to
such Outstanding Debt Securities and any coupons appertaining thereto on the day
on which such payments are due and payable in accordance with the terms of this
Indenture and of such Debt Securities and any coupons appertaining thereto.

     (b) Such defeasance or covenant defeasance shall not result in a breach or
violation of, or constitute a default under, this Indenture or any other
material agreement or instrument to which the Company is a party or by which it
is bound.

     (c) No Event of Default or event which with notice or lapse of time or both
would become an Event of Default with respect to such Debt Securities and any
coupons appertaining thereto shall have occurred and be continuing on the date
of such deposit or, insofar as Sections 501(f) and 501(g) are

                                       60
<PAGE>

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).

     (d)  In the case of an election under Section 1402, the Company shall have
delivered to the Trustee an Opinion of Counsel stating that (i) the Company has
received from, or there has been published by, the Internal Revenue Service a
ruling, or (ii) since the date of this Indenture there has been a change in the
applicable Federal income tax law, in either case to the effect that, and based
thereon such opinion shall confirm that, the Holders of such Outstanding Debt
Securities and any coupons appertaining thereto will not recognize income, gain
or loss for Federal income tax purposes as a result of such 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 defeasance had not occurred.

     (e)  In the case of an election under Section 1403, the Company shall have
delivered to the Trustee an Opinion of Counsel to the effect that the Holders of
such Outstanding Debt Securities and any coupons appertaining thereto 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.

     (f)  If the monies or Government Obligations or combination thereof, as the
case may be, deposited under subsection (a) above are sufficient to pay the
principal of, and premium, if any, and interest, if any, on such Debt Securities
provided such Debt Securities are redeemed on a particular Redemption Date, the
Company shall have given the Trustee irrevocable instructions to redeem such
Debt Securities on such date and to provide notice of such redemption to Holders
as provided in or pursuant to this Indenture.

     (g)  The Company shall have delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all conditions
precedent to the defeasance under Section 1402 or the covenant defeasance under
Section 1403 (as the case may be) have been complied with and an Opinion of
Counsel to the effect that, as a result of a deposit pursuant to subsection (a)
above and the related exercise of the Company's option under Section 1402 or
Section 1403 (as the case may be), registration is not required under the
Investment Company Act of 1940, as amended, by the Company, with respect to the
trust funds representing such deposit or by the Trustee for such trust funds.

     (h)  Notwithstanding any other provisions of this Section, such defeasance
or covenant defeasance shall be effected in compliance with any additional or
substitute terms, conditions or limitations which may be imposed on the Company
in connection therewith pursuant to Section 301.

     SECTION 1405.  DEPOSITED MONEY AND GOVERNMENT OBLIGATIONS TO BE HELD IN
TRUST; OTHER MISCELLANEOUS PROVISIONS. Subject to the provisions of the last
paragraph of Section 1003, all money and Government Obligations (or other
property as may be provided pursuant to Section 301) (including the proceeds
thereof) deposited with the Trustee (or other qualifying trustee, collectively
for purposes of this Section 1405, the "Trustee") pursuant to Section 1404 in
respect of any Outstanding Debt Securities of any series and any coupons
appertaining thereto shall be held in trust and applied by the Trustee, in
accordance with the provisions of such Debt Securities and any coupons
appertaining thereto and this Indenture, to the payment, either directly or
through any Paying Agent (other than the Company acting as its own Paying Agent)
as the Trustee may determine, to the Holders of such Debt Securities and any
coupons appertaining thereto of all sums due and to become due thereon in
respect of principal (and premium, if any) and interest, but such money need not
be segregated from other funds except to the extent required by law.

                                       61
<PAGE>

     Unless otherwise specified with respect to any Debt Security pursuant to
Section 301, if, after a deposit referred to in Section 1404(a) has been made,
(a) the Holder of a Debt Security in respect of which such deposit was made is
entitled to, and does, elect to receive payment in a currency or currency unit
other than that in which the deposit pursuant to Section 1404(a) has been made
in respect of such Debt Security, or (b) a Conversion Event occurs in respect of
the currency or currency unit in which the deposit pursuant to Section 1404(a)
has been made, the indebtedness represented by such Debt Security and any
coupons appertaining thereto shall be deemed to have been, and will be, fully
discharged and satisfied through the payment of the principal of (and premium,
if any), and interest, if any, on such Debt Security as it becomes due out of
the proceeds yielded by converting (from time to time as specified below in the
case of any such election) the amount or other property deposited in respect of
such Debt Security into the currency or currency unit in which such Debt
Security becomes payable as a result of such election or Conversion Event based
on the applicable market exchange rate on (x) in the case of payments made
pursuant to clause (a) above, the applicable market exchange rate for such
currency or currency unit in effect on the second Business Day prior to each
payment date, or (y) with respect to a Conversion Event, the applicable market
exchange rate for such currency or currency unit in effect (as nearly as
feasible) at the time of the Conversion Event.

     The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the Government Obligations deposited
pursuant to Section 1404 or the principal and interest received in respect
thereof other than any such tax, fee or other charge which by law is for the
account of the Holders of such Outstanding Debt Securities and any coupons
appertaining thereto.

     Anything in this Article to the contrary notwithstanding, subject to
Section 606, the Trustee shall deliver or pay to the Company from time to time
upon Company Request any money or Government Obligations (or other property and
any proceeds therefrom) held by it as provided in Section 1404 which, in the
opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee, are in
excess of the amount thereof which would then be required to be deposited to
effect a defeasance or covenant defeasance, as applicable, in accordance with
this Article.

     SECTION 1406.  REINSTATEMENT. If the Trustee or Paying Agent is unable to
apply any cash or Government Obligations deposited pursuant to Section 1404 in
accordance with this Indenture or the Debt Securities of the applicable series
by reason of any legal proceeding or by reason of any order or judgment of any
court or governmental authority enjoining, restraining or otherwise prohibiting
such application, then the Company's obligations under this Indenture and the
Debt Securities of such series shall be revived and reinstated as though no
deposit had occurred pursuant to Section 1404 until such time as the Trustee or
Paying Agent is permitted to apply such money in accordance with this Indenture
and the Debt Securities of such series; provided, however, that if the Company
makes any payment of principal of, premium, if any, or interest on any Debt
Security of such series following the reinstatement of its obligations, the
Company shall be subrogated to the rights of the Holders of such Debt Securities
to receive such payment from the cash and Government Obligations held by the
Trustee or Paying Agent.

                               ARTICLE FIFTEEN.
                       MEETINGS OF HOLDERS OF SECURITIES

     SECTION 1501.  PURPOSES FOR WHICH MEETINGS MAY BE CALLED. A meeting of
Holders of Debt Securities of any series may be called at any time and from time
to time pursuant to this Article to make, give or take any request, demand,
authorization, direction, notice, consent, waiver or other action provided by
this Indenture to be made, given or taken by Holders of Debt Securities of such
series.

                                       62
<PAGE>

     SECTION 1502.  CALL, NOTICE AND PLACE OF MEETINGS. (a) The Trustee may at
any time call a meeting of Holders of Debt Securities of any series for any
purpose specified in Section 1501, to be held at such time and at such place in
The City of New York or, if Debt Securities of such series have been issued in
whole or in part as Bearer Debt Securities, in London as the Trustee shall
determine. Notice of every meeting of Holders of Debt Securities of any series,
setting forth the time and the place of such meeting and in general terms the
action proposed to be taken at such meeting, shall be given, in the manner
provided in Section 106, not less than 21 nor more than 180 days prior to the
date fixed for the meeting.

     (b)  In case at any time the Company, pursuant to a Board Resolution, or
the Holders of at least 10% in principal amount of the Outstanding Debt
Securities of any series shall have requested the Trustee to call a meeting of
the Holders of Debt Securities of such series for any purpose specified in
Section 1501, by written request setting forth in reasonable detail the action
proposed to be taken at the meeting, and the Trustee shall not have made the
first publication of the notice of such meeting within 21 days after receipt of
such request or shall not thereafter proceed to cause the meeting to be held as
provided herein, then the Company or the Holders of Debt Securities of such
series in the amount above specified, as the case may be, may determine the time
and the place in The City of New York, or, if Debt Securities of such series
have been issued in whole or in part as Bearer Debt Securities, in London for
such meeting and may call such meeting for such purposes by giving notice
thereof as provided in subsection (a) of this Section.

     SECTION 1503.  PERSONS ENTITLED TO VOTE AT MEETINGS. To be entitled to vote
at any meeting of Holders of Debt Securities of any series, a Person shall be
(1) a Holder of one or more Outstanding Debt Securities of such series, or (2) a
Person appointed by an instrument in writing as proxy for a Holder or Holders of
one or more Outstanding Debt Securities of such series by such Holder or
Holders. The only Persons who shall be entitled to be present or to speak at any
meeting of Holders of Debt Securities of any series shall be the Persons
entitled to vote at such meeting and their counsel, any representatives of the
Trustee and its counsel and any representatives of the Company and its counsel.

     SECTION 1504.  QUORUM; ACTION. The Persons entitled to vote a majority in
principal amount of the Outstanding Debt Securities of a series shall constitute
a quorum for a meeting of Holders of Debt Securities of such series; provided,
however, that if any action is to be taken at such meeting with respect to a
consent or waiver which this Indenture expressly provides may be given by the
Holders of not less than a specified percentage in principal amount of the
Outstanding Debt Securities of a series, the Persons entitled to vote such
specified percentage which is less or more than a majority in principal amount
of the Outstanding Debt Securities of such series shall constitute a quorum. In
the absence of a quorum within 30 minutes after the time appointed for any such
meeting, the meeting shall, if convened at the request of Holders of Debt
Securities of such series, be dissolved. In any other case the meeting may be
adjourned for a period of not less than 10 days as determined by the chairman of
the meeting prior to the adjournment of such meeting. In the absence of a quorum
at any such adjourned meeting, such adjourned meeting may be further adjourned
for a period of not less than 10 days as determined by the chairman of the
meeting prior to the adjournment of such adjourned meeting. Notice of the
reconvening of any adjourned meeting shall be given as provided in Section
1502(a), except that such notice need be given only once not less than five days
prior to the date on which the meeting is scheduled to be reconvened. Notice of
the reconvening of any adjourned meeting shall state expressly the percentage,
as provided above, of the principal amount of the Outstanding Debt Securities of
such series which shall constitute a quorum.

     Except as limited by the proviso to Section 902, any resolution
presented to a meeting or adjourned meeting duly reconvened at which a quorum is
present as aforesaid may be adopted by the affirmative vote of the Holders of a
majority in principal amount of the Outstanding Debt Securities of

                                       63
<PAGE>

that series; provided, however, that, except as limited by the proviso to
Section 902, any resolution with respect to any request, demand, authorization,
direction, notice, consent, waiver or other action which this Indenture
expressly provides may be made, given or taken by the Holders of a specified
percentage, which is less or more than a majority, in principal amount of the
Outstanding Debt Securities of a series may be adopted at a meeting or an
adjourned meeting duly reconvened and at which a quorum is present as aforesaid
by the affirmative vote of the Holders of such specified percentage in principal
amount of the Outstanding Debt Securities of that series.

     Any resolution passed or decision taken at any meeting of Holders of Debt
Securities of any series duly held in accordance with this Section shall be
binding on all the Holders of Debt Securities of such series and the related
coupons, whether or not present or represented at the meeting.

     Notwithstanding the foregoing provisions of this Section 1504, if any
action is to be taken at a meeting of Holders of Debt Securities of any series
with respect to any request, demand, authorization, direction, notice, consent,
waiver or other action that this Indenture expressly provides may be made, given
or taken by the Holders of a specified percentage in principal amount of all
Outstanding Debt Securities affected thereby, or by the Holders of a specified
percentage in principal amount of the Outstanding Debt Securities of such series
and one or more additional series:

     (i)  there shall be no minimum quorum requirement for such meeting; and

     (ii) the principal amount of the Outstanding Debt Securities of such series
that are entitled to vote in favor of such request, demand, authorization,
direction, notice, consent, waiver or other action shall be taken into account
in determining whether such request, demand, authorization, direction, notice,
consent, waiver or other action has been made, given or taken under this
Indenture.

     SECTION 1505.  DETERMINATION OF VOTING RIGHTS; CONDUCT AND ADJOURNMENT OF
MEETINGS. (a) Notwithstanding any provisions of this Indenture, the Trustee may
make such reasonable regulations as it may deem advisable for any meeting of
Holders of Debt Securities of a series in regard to proof of the holding of Debt
Securities of such series and of the appointment of proxies and in regard to the
appointment and duties of inspectors of votes, the submission and examination of
proxies, certificates and other evidence of the right to vote, and such other
matters concerning the conduct of the meeting as it shall deem appropriate.
Except as otherwise permitted or required by any such regulations, the holding
of Debt Securities shall be proved in the manner specified in Section 104 and
the appointment of any proxy shall be proved in the manner specified in Section
104 or by having the signature of the Person executing the proxy witnessed or
guaranteed by any trust company, bank or banker authorized by Section 104 to
certify to the holding of Bearer Debt Securities. Such regulations may provide
that written instruments appointing proxies, regular on their face, may be
presumed valid and genuine without the proof specified in Section 104 or other
proof.

     (b)  The Trustee shall, by an instrument in writing appoint a temporary
chairman of the meeting, unless the meeting shall have been called by the
Company or by Holders of Debt Securities as provided in Section 1502(b), in
which case the Company or the Holders of Debt Securities of the series calling
the meeting, as the case may be, shall in like manner appoint a temporary
chairman. A permanent chairman and a permanent secretary of the meeting shall be
elected by vote of the Persons entitled to vote a majority in principal amount
of the Outstanding Debt Securities of such series represented at the meeting.

     (c)  At any meeting each Holder of a Debt Security of such series or proxy
shall be entitled to one vote for each $1,000 principal amount of the
Outstanding Debt Securities of such series held or represented by him; provided,
however, that no vote shall be cast or counted at any meeting in respect of

                                       64
<PAGE>

any Debt Security challenged as not Outstanding and ruled by the chairman of the
meeting to be not Outstanding. The chairman of the meeting shall have no right
to vote, except as a Holder of a Debt Security of such series or proxy.

     (d)  Any meeting of Holders of Debt Securities of any series duly called
pursuant to Section 1502 at which a quorum is present may be adjourned from time
to time by Persons entitled to vote a majority in principal amount of the
Outstanding Debt Securities of such series represented at the meeting, and the
meeting may be held as so adjourned without further notice.

     SECTION 1506.  COUNTING VOTES AND RECORDING ACTION OF MEETINGS. The vote
upon any resolution submitted to any meeting of Holders of Debt Securities of
any series shall be by written ballots on which shall be subscribed the
signatures of the Holders of Debt Securities of such series or of their
representatives by proxy and the principal amounts and serial numbers of the
Outstanding Debt Securities of such series held or represented by them.

     The permanent chairman of the meeting shall appoint two inspectors of votes
who shall count all votes cast at the meeting for or against any resolution and
who shall make and file with the secretary of the meeting their verified written
reports in duplicate of all votes cast at the meeting. A record, at least in
duplicate, of the proceedings of each meeting of Holders of Debt Securities of
any series shall be prepared by the secretary of the meeting and there shall be
attached to said record the original reports of the inspectors of votes on any
vote by ballot taken thereat and affidavits by one or more persons having
knowledge of the fact, setting forth a copy of the notice of the meeting and
showing that said notice was given as provided in Section 1502 and, if
applicable, Section 1504. Each copy shall be signed and verified by the
affidavits of the permanent chairman and secretary of the meeting and one such
copy shall be delivered to the Company and another to the Trustee to be
preserved by the Trustee, the latter to have attached thereto the ballots voted
at the meeting. Any record so signed and verified shall be conclusive evidence
of the matters therein stated.

                                    * * * *

     This Indenture may be executed in any number of counterparts, each of which
so executed shall be deemed to be an original, but all such counterparts shall
together constitute but one and the same Indenture.

     IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed, and their respective corporate seals to be hereunto affixed and
attested, all as of the day and year first above written.

                                          BRE PROPERTIES, INC.

                                          By: __________________________________


                                          ______________________________________
                                          as Trustee

[Seal]

Attest:

Title:


                                       65
<PAGE>

                                   EXHIBIT A

                             FORMS OF CERTIFICATION

                                       1
<PAGE>

                                  EXHIBIT A-1

              FORM OF CERTIFICATE TO BE GIVEN BY PERSON ENTITLED
               TO RECEIVE BEARER SECURITY OR TO OBTAIN INTEREST
                      PAYABLE PRIOR TO THE EXCHANGE DATE
                                  CERTIFICATE

  [insert title or sufficient description of Debt Securities to be delivered]

     This is to certify that, as of the date hereof, and except as set forth
below, the above-captioned Debt Securities held by you for our account (i) are
owned by person(s) that are not citizens or residents of the United States,
domestic partnerships, domestic corporations or any estate or trust the income
of which is subject to United States federal income taxation regardless of its
source ("United States person(s)"), (ii) are owned by United States person(s)
that are (a) foreign branches of United States financial institutions (financial
institutions, as defined in United States Treasury Regulations Section 2.165-
12(c)(1)(v) are herein referred to as "financial institutions") purchasing for
their own account or for resale, or (b) United States person(s) who acquired the
Debt Securities through foreign branches of United States financial institutions
and who hold the Debt Securities through such United States financial
institutions on the date hereof (and in either case (a) or (b), each such United
States financial institution hereby agrees, on its own behalf or through its
agent, that you may advise BRE PROPERTIES, INC. or its agent that such financial
institution will comply with the requirements of Section 165(j)(3)(A), (B) or
(C) of the United States Internal Revenue Code of 1986, as amended, and the
regulations thereunder), or (iii) are owned by United States or foreign
financial institutions) for purposes of resale during the restricted period (as
defined in United States Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)),
and, in addition, if the owner is a United States or foreign financial
institution described in clause (iii) above (whether or not also described in
clause (i) or (ii)), this is to further certify that such financial institution
has not acquired the Debt Securities for purposes of resale directly or
indirectly to a United States person or to a person within the United States or
its possessions.

     As used herein, "United States" means the United States of America
(including the States and the District of Columbia); and its "possessions"
include Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island
and the Northern Mariana Islands.

     We undertake to advise you promptly by tested telex on or prior to the date
on which you intend to submit your certification relating to the above-captioned
Debt Securities held by you for our account in accordance with your operating
procedures if any applicable statement herein is not correct on such date, and
in the absence of any such notification it may be assumed that this
certification applies as of such date.

     This certificate excepts and does not relate to [U.S.$] ____________ of
such interest in the above-captioned securities in respect of which we are not
able to certify and as to which we understand an exchange for an interest in a
Permanent Global Debt Security or an exchange for and delivery of definitive
Debt Securities (or, if relevant, collection of any interest) cannot be made
until we do so certify.

     We understand that this certificate may be required in connection with
certain tax legislation in the United States. If administrative or legal
proceedings are commenced or threatened in connection with which this
certificate is or would be relevant, we irrevocably authorize you to produce
this certificate or a copy thereof to any interested party in such proceedings.

                                     A1-1
<PAGE>

Dated:  _______________, 200_

[To be dated no earlier than the 15th
day prior to (i) the Exchange Date or
(ii) the relevant Interest Payment
Date occurring prior to the Exchange
Date, as applicable]

                                           [Name of Person Making Certification]
                                           -------------------------------------
                                           (Authorized Signatory)

                                           Name:________________________________


                                           Title:_______________________________


                                     A1-2
<PAGE>

                                  EXHIBIT A-2

                 FORM OF CERTIFICATE TO BE GIVEN BY EUROCLEAR
               AND CEDEL S.A. IN CONNECTION WITH THE EXCHANGE OF
                A PORTION OF A TEMPORARY GLOBAL SECURITY OR TO
              OBTAIN INTEREST PAYABLE PRIOR TO THE EXCHANGE DATE
                                  CERTIFICATE

  [Insert title or sufficient description of Debt Securities to be delivered]

     This is to certify that, based solely on written certifications that we
have received in writing, by tested telex or by electronic transmission from
each of the persons appearing in our records as persons entitled to a portion of
the principal amount set forth below (our "Member Organizations") substantially
in the form attached hereto, as of the date hereof, [U.S.$] ___________________
principal amount of the above-captioned Debt Securities (i) is owned by
person(s) that are not citizens or residents of the United States, domestic
partnerships, domestic corporations or any estate or trust the income of which
is subject to United States Federal income taxation regardless of its source
("United States person(s)"), (ii) is owned by United States person(s) that are
(a) foreign branches of United States financial institutions (financial
institutions, as defined in U.S. Treasury Regulations Section 1.165-12(c)(1)(v)
are herein referred to as "financial institutions") purchasing for their own
account or for resale, or (b) United States person(s) who acquired the Debt
Securities through foreign branches of United States financial institutions and
who hold the Debt Securities through such United States financial institutions
on the date hereof (and in either case (a) or (b), each such financial
institution has agreed, on its own behalf or through its agent, that we may
advise BRE PROPERTIES, INC. or its agent that such financial institution will
comply with the requirements of Section 165(j)(3)(A), (B) or (C) of the Internal
Revenue Code of 1986, as amended, and the regulations thereunder), or (iii) is
owned by United States or foreign financial institutions) for purposes of resale
during the restricted period (as defined in United States Treasury Regulations
Section 1.163-5(c)(2)(i)(D)(7)), and, to the further effect, that financial
institutions described in clause (iii) above (whether or not also described in
clause (i) or (ii)) have certified that they have not acquired the Debt
Securities for purposes of resale directly or indirectly to a United States
person or to a person within the United States or its possessions.

     As used herein, "United States" means the United States of America
(including the States and the District of Columbia) ; and its possessions
include Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island
and the Northern Mariana Islands.

     We further certify that (i) we are not making available herewith for
exchange (or, if relevant, collection of any interest) any portion of the
temporary global Debt Security representing the above-captioned Debt Securities
excepted in the above-referenced certificates of Member Organizations and (ii)
as of the date hereof we have not received any notification from any of our
Member Organizations to the effect that the statements made by such Member.

     Organizations with respect to any portion of the part submitted herewith
for exchange (or, if relevant, collection of any interest) are no longer true
and cannot be relied upon as of the date hereof.

     We understand that this certification is required in connection with
certain tax legislation in the United States. If administrative or legal
proceedings are commenced or threatened in connection with which this
certificate is or would be relevant, we irrevocably authorize you to produce
this certificate or a copy thereof to any interested party in such proceedings.

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<PAGE>

Dated:  _______________, 200_

[To be dated no earlier than the Exchange
Date or the relevant Interest Payment
Date occurring prior to the Exchange
Date, as applicable]

                                                (Morgan Guaranty Trust Company
                                                of New York, Brussels Office,]
                                                as Operator of the Euroclear
                                                System (Cedel S.A.]

                                                By:_____________________________


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