EXHIBIT 4.5

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                              LASALLE FUNDING LLC,

                                   as Issuer,

                 [ABN AMRO BANK N.V.] [ABN AMRO HOLDING N.V.],

                                  as Guarantor


                                       and


                                      [____],

                                   as Trustee

                                SENIOR INDENTURE

                         Dated as of _________, ___


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                                TABLE OF CONTENTS

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                                    ARTICLE 1
                                   DEFINITIONS

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

                                    ARTICLE 2
                                   SECURITIES

Section 2.01.  Forms Generally.................................................7
Section 2.02.  Form of Trustee's Certificate of Authentication.................8
Section 2.03.  Amount Unlimited; Issuable in Series............................8
Section 2.04.  Authentication and Delivery of Securities......................11
Section 2.05.  Execution of Securities........................................14
Section 2.06.  Certificate of Authentication..................................15
Section 2.07.  Denomination and Date of Securities; Payments of Interest......15
Section 2.08.  Registration, Transfer and Exchange............................16
Section 2.09.  Mutilated, Defaced, Destroyed, Lost and Stolen Securities......20
Section 2.10.  Cancellation of Securities; Disposition Thereof................21
Section 2.11.  Temporary Securities...........................................21

                                    ARTICLE 3
                             COVENANTS OF THE ISSUER

Section 3.01.  Payment of Principal and Interest..............................22
Section 3.02.  Offices for Payments, Etc......................................23
Section 3.03.  Appointment to Fill a Vacancy in Office of Trustee.............24
Section 3.04.  Paying Agents..................................................24
Section 3.05.  Written Statement to Trustee...................................25
Section 3.06.  Luxembourg Publications........................................25

                                    ARTICLE 4
   SECURITYHOLDERS LISTS AND REPORTS BY THE ISSUER, GUARANTOR AND THE TRUSTEE

Section 4.01.  Issuer and Guarantor to Furnish Trustee Information as
               to Names and Addresses of Securityholders......................26
Section 4.02.  Preservation and Disclosure of Securityholders Lists...........26
Section 4.03.  Reports by the Issuer and the Guarantor........................26
Section 4.04.  Reports by the Trustee.........................................27

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                                    ARTICLE 5
         REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT

Section 5.01.  Event of Default Defined; Acceleration of Maturity;
               Waiver of Default..............................................27
Section 5.02.  Collection of Indebtedness by Trustee; Trustee May
               Prove Debt.....................................................30
Section 5.03.  Application of Proceeds........................................32
Section 5.04.  Suits for Enforcement..........................................33
Section 5.05.  Restoration of Rights on Abandonment of Proceedings............34
Section 5.06.  Limitations on Suits by Securityholders........................34
Section 5.07.  Unconditional Right of Securityholders to Institute
               Certain Suits..................................................34
Section 5.08.  Powers and Remedies Cumulative; Delay or Omission Not
               Waiver of Default..............................................35
Section 5.09.  Control by Holders of Securities...............................35
Section 5.10.  Waiver of Past Defaults........................................36
Section 5.11.  Trustee to Give Notice of Default; But May Withhold
               in Certain Circumstances.......................................36
Section 5.12.  Right of Court to Require Filing of Undertaking to
               Pay Costs......................................................37

                                    ARTICLE 6
                             CONCERNING THE TRUSTEE

Section 6.01.  Duties and Responsibilities of the Trustee; During
               Default; Prior to Default......................................37
Section 6.02.  Certain Rights of the Trustee..................................39
Section 6.03.  Trustee Not Responsible for Recitals, Disposition of
               Securities or Application of Proceeds Thereof..................40
Section 6.04.  Trustee and Agents May Hold Securities or Coupons;
               Collections, Etc...............................................40
Section 6.05.  Monies Held by Trustee.........................................40
Section 6.06.  Compensation and Indemnification of Trustee and Its
               Prior Claim....................................................40
Section 6.07.  Right of Trustee to Rely on Officer's Certificate, Etc.........41
Section 6.08.  Intentionally Left Blank.......................................41
Section 6.09.  Persons Eligible for Appointment as Trustee....................41
Section 6.10.  Resignation and Removal; Appointment of Successor Trustee......42
Section 6.11.  Acceptance of Appointment by Successor Trustee.................43
Section 6.12.  Merger, Conversion, Consolidation or Succession to
               Business of Trustee............................................45
Section 6.13.  Appointment of Authenticating Agent............................45


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                                    ARTICLE 7
                         CONCERNING THE SECURITYHOLDERS

Section 7.01.  Evidence of Action Taken by Securityholders....................46
Section 7.02.  Proof of Execution of Instruments and of Holding of
               Securities.....................................................47
Section 7.03.  Holders to Be Treated as Owners................................48
Section 7.04.  Securities Owned by Issuer Deemed Not Outstanding..............48
Section 7.05.  Right of Revocation of Action Taken............................49

                                    ARTICLE 8
                             SUPPLEMENTAL INDENTURES

Section 8.01.  Supplemental Indentures Without Consent of Securityholders.....49
Section 8.02.  Supplemental Indentures with Consent of Securityholders........51
Section 8.03.  Effect of Supplemental Indenture...............................53
Section 8.04.  Documents to Be Given to Trustee...............................53
Section 8.05.  Notation on Securities in Respect of Supplemental Indentures...53

                                    ARTICLE 9
                    CONSOLIDATION, MERGER, SALE OR CONVEYANCE

Section 9.01.  Covenant of the Issuer Not to Merge, Consolidate, Sell or
               Convey Property Except Under Certain Conditions................53
Section 9.02.  Successor Corporation Substituted for the Issuer...............54
Section 9.03.  Covenant of the Guarantor Not to Merge, Consolidate, Sell
               or Convey Property Except Under Certain Conditions.............54
Section 9.04.  Successor Corporation Substituted for the Guarantor............55
Section 9.05.  Opinion of Counsel Delivered to Trustee........................55

                                   ARTICLE 10
            SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONIES

Section 10.01.  Satisfaction and Discharge of Indenture.......................55
Section 10.02.  Application by Trustee of Funds Deposited for Payment
                of Securities.................................................60
Section 10.03.  Repayment of Monies Held by Paying Agent......................60
Section 10.04.  Return of Monies Held by Trustee and Paying Agent
                Unclaimed for Two Years.......................................60
Section 10.05.  Indemnity for U.S. Government Obligations.....................61

                                   ARTICLE 11
                            MISCELLANEOUS PROVISIONS

Section 11.01.  Incorporators, Stockholders, Members, Officers and
                Directors of Issuer Exempt from Individual Liability..........61


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Section 11.02.  Provisions of Indenture for the Sole Benefit of Parties
                and Holders of Securities and Coupons.........................61
Section 11.03.  Successors and Assigns of Issuer Bound by Indenture...........61
Section 11.04.  Notices and Demands on Issuer, Trustee and Holders of
                Securities and Coupons........................................62
Section 11.05.  Officer's Certificates and Opinions of Counsel; Statements
                to Be Contained Therein.......................................63
Section 11.06.  Payments Due on Saturdays, Sundays or Holidays................64
Section 11.07.  Conflict of Any Provision of Indenture with Trust
                Indenture Act of 1939.........................................64
Section 11.08.  New York Law to Govern........................................64
Section 11.09.  Counterparts..................................................64
Section 11.10.  Effect of Headings............................................64
Section 11.11.  Securities in a Non-U.S. Currency.............................64
Section 11.12.  Submission to Jurisdiction....................................65
Section 11.13.  Judgment Currency.............................................66

                                   ARTICLE 12
                   REDEMPTION OF SECURITIES AND SINKING FUNDS

Section 12.01.  Applicability of Article......................................66
Section 12.02.  Notice of Redemption; Partial Redemptions.....................67
Section 12.03.  Payment of Securities Called for Redemption...................68
Section 12.04.  Exclusion of Certain Securities from Eligibility for
                Selection for Redemption......................................69
Section 12.05.  Mandatory and Optional Sinking Funds..........................70

                                   ARTICLE 13
                             GUARANTEE AND INDEMNITY

Section 13.01.  The Guarantee.................................................72
Section 13.02.  Net Payments..................................................72
Section 13.03.  Guarantee Unconditional, Etc..................................75
Section 13.04.  Reinstatement.................................................75
Section 13.05.  Subrogation...................................................76
Section 13.06.  Indemnity.....................................................76
Section 13.07.  Assumption by Guarantor.......................................76


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                            CROSS REFERENCE SHEET(1)


      Provisions of Trust Indenture Act of 1939 and Indenture to be dated as of
_________, ____, between LASALLE FUNDING LLC, as Issuer, [ABN AMRO BANK N.V.]
[ABN AMRO HOLDING N.V.], as Guarantor and ____, as Trustee:

Section of the Act                   Section of Indenture
---------------------------------    ----------------------------------
310(a)(1) and (2)................    6.09
310(a)(3) and (4)................    Inapplicable
310(b)...........................    6.08 and 6.10 (a), (b) and (d)
310(c)...........................    Inapplicable
312(a)...........................    4.01 and 4.02(a)
312(b)...........................    4.02
312(c)...........................    4.02(b)
313(a)...........................    4.04(a)
313(b)(1)........................    Inapplicable
313(b)(2)........................    4.04
313(c)...........................    4.04
313(d)...........................    4.04
314(a)...........................    4.03
314(b)...........................    Inapplicable
314(c)(1) and (2)................    11.05
314(c)(3)........................    Inapplicable
314(d)...........................    Inapplicable
314(e)...........................    11.05
314(f)...........................    Inapplicable
315(a), (c) and (d)..............    6.01
315(b)...........................    5.11
315(e)...........................    5.12
316(a)(1)........................    5.09
316(a)(2)........................    Not required
316(a) (last sentence)...........    7.04
316(b)...........................    5.07
317(a)...........................    5.02
317(b)...........................    3.04(a) and (b)
318(a)...........................    11.07

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      (1) This Cross Reference Sheet is not part of the Indenture.


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     THIS INDENTURE, dated as of __________, ____ among LASALLE FUNDING LLC, a
limited liability company organized under the laws of Delaware (the "Issuer"),
[ABN AMRO BANK N.V.] [ABN AMRO HOLDING N.V.], a public limited liability
company incorporated under the laws of The Netherlands (the "Guarantor"), and
__________, as trustee (the "Trustee").

                              W I T N E S S E T H:

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

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

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

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

      NOW, THEREFORE:

      In consideration of the premises and the purchases of the Securities by
the holders thereof, the Issuer, the Guarantor and the Trustee mutually covenant
and agree for the equal and proportionate benefit of the respective holders from
time to time of the Securities and of the coupons, if any, appertaining thereto
as follows:

                                    ARTICLE 1
                                   DEFINITIONS

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

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(except as herein otherwise expressly provided or unless the context otherwise
requires), shall have the meanings assigned to such terms in said Trust
Indenture Act and in said Securities Act as in force at the date of this
Indenture. All accounting terms used herein and not expressly defined shall have
the meanings assigned to such terms in accordance with generally accepted
accounting principles, and the term "generally accepted accounting principles"
means such accounting principles as are generally accepted at the time of any
computation. The words "herein", "hereof" and "hereunder" and other words of
similar import refer to this Indenture as a whole and not to any particular
Article, Section or other subdivision. The terms defined in this Article have
the meanings assigned to them in this Article and include the plural as well as
the singular.

      "Authenticating Agent" shall have the meaning set forth in Section 6.13.

      "Authorized Agent" shall have the meaning set forth in Section 11.12.

      "Authorized Newspaper" means a newspaper (which, in the case of The City
of New York, will, if practicable, be The Wall Street Journal (Eastern Edition),
in the case of the United Kingdom, will, if practicable, be the Financial Times
(London Edition) and, in the case of Luxembourg, will, if practicable, be the
Luxemburger Wort) published in an official language of the country of
publication customarily published at least once a day for at least five days in
each calendar week and of general circulation in The City of New York, the
United Kingdom or in Luxembourg, as applicable. If it shall be impractical in
the opinion of the Trustee to make any publication of any notice required hereby
in an Authorized Newspaper, any publication or other notice in lieu thereof
which is made or given with the approval of the Trustee shall constitute a
sufficient publication of such notice.

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

      "Board" means any Person or Body authorized by the organizational
documents or by the members of the Issuer to act for it.

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

      "Business Day" means, with respect to any Security, a day that in the city
(or in any of the cities, if more than one) in which the Securities are payable,
as specified in the form of such Security, is not a day on which banking
institutions are authorized or required by law or regulation to close.

      "Commission" means the Securities and Exchange Commission, as from time to
time constituted, created under the Securities Exchange Act of 1934, or if at
any time after the execution and delivery of this Indenture such Commission is


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not existing and performing the duties now assigned to it under the Trust
Indenture Act, then the body performing such duties on such date.

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

      "Coupon" means any interest coupon appertaining to a Security.

      "covenant defeasance" shall have the meaning set forth in
Section 10.01(c).

      "Depositary" means, with respect to the Securities of any series issuable
or issued in the form of one or more Registered Global Securities, the Person
designated as Depositary by the Issuer pursuant to Section 2.03 until a
successor Depositary shall have become such pursuant to the applicable
provisions of this Indenture, and thereafter "Depositary" shall mean or include
each Person who is then a Depositary hereunder, and if at any time there is more
than one such Person, "Depositary" as used with respect to the Securities of any
such series shall mean the Depositary with respect to the Registered Global
Securities of that series.

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

      "Event of Default" means any event or condition specified as such in
Section 5.01.

      "Guarantee" means the unconditional guarantee of the payment of the
principal of, any premium or interest on, and any additional amounts with
respect to the Securities by the Guarantor, as more fully set forth in Article
13.

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

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

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


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

      "Guarantor Request" and "Guarantor Order" mean, respectively, a written
request or order, as the case may be, signed in the name of the Guarantor by any
two duly authorized signatories acting together, and delivered to the Trustee.

      "Holder", "Holder of Securities", "Securityholder" or other similar terms
mean (a) in the case of any Registered Security, the Person in whose name such
Security is registered in the security register kept by the Issuer for that
purpose in accordance with the terms hereof, and (b) in the case of any Bearer
Security, the bearer of such Security, or any Coupon appertaining thereto, as
the case may be.

      "Indebtedness" shall have the meaning set forth in Section 5.01.

      "Indenture" means this instrument as originally executed and delivered or,
if amended or supplemented as herein provided, as so amended or supplemented or
both, and shall include the forms and terms of particular series of Securities
established as contemplated hereunder.

      "Interest" means, when used with respect to non-interest bearing
Securities, interest payable after maturity.

      "Issuer" means (except as otherwise provided in Article Six) LaSalle
Funding LLC, a Delaware limited liability company and, subject to Article Nine,
its successors and assigns.

      "Issuer Order" means a written statement, request or order of the Issuer
signed in its name by any officer of the Issuer authorized by the Board to
execute any such written statement, request or order.

      "Judgment Currency" shall have the meaning set forth in Section 11.13.

      "New York Banking Day" shall have the meaning set forth in Section 11.13.

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

      "Officer's Certificate" means a certificate (i) signed by any officer of
the Issuer authorized by the Board to execute any such certificate and (ii)
delivered to


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the Trustee. Each such certificate shall comply with Section 314 of the Trust
Indenture Act of 1939 and include the statements provided for in Section 11.05.

      "Opinion of Counsel" means an opinion in writing signed by legal counsel
to the Issuer or the Guarantor, who may be an employee of or counsel to the
Issuer or the Guarantor, and who shall be reasonably satisfactory to the
Trustee. Each such opinion shall comply with Section 314 of the Trust Indenture
Act of 1939 and include the statements provided for in Section 11.05.

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

      "Original Issue Discount Security" means any Security that provides for an
amount less than the principal amount thereof to be due and payable upon a
declaration of acceleration of the maturity thereof pursuant to Section 5.01.

      "Outstanding" when used with reference to Securities, shall, subject to
the provisions of Section 7.04, mean, as of any particular time, all Securities
authenticated and delivered by the Trustee under this Indenture, except

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

      (b) Securities, or portions thereof, for the payment or redemption of
which monies or U.S. Government Obligations (as provided for in Section 10.01)
in the necessary amount shall have been deposited in trust with the Trustee or
with any paying agent (other than the Issuer or the Guarantor) or shall have
been set aside, segregated and held in trust by the Issuer or the Guarantor for
the Holders of such Securities (if the Issuer shall act as its own, or authorize
the Guarantor to act as, paying agent), provided that if such Securities, or
portions thereof, are to be redeemed prior to the maturity thereof, notice of
such redemption shall have been given as herein provided, or provision
satisfactory to the Trustee shall have been made for giving such notice; and

      (c) Securities which shall have been paid or in substitution for which
other Securities shall have been authenticated and delivered pursuant to the
terms of Section 2.09 (except with respect to any such Security as to which
proof satisfactory to the Trustee is presented that such Security is held by a
person in whose hands such Security is a legal, valid and binding obligation of
the Issuer).

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


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such purposes shall be the amount of the principal thereof that would be due and
payable as of the date of such determination upon a declaration of acceleration
of the maturity thereof pursuant to Section 5.01.

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

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

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

      "record date" shall have the meaning set forth in Section 2.07.

      "Redemption Notice Period" shall have the meaning set forth in Section
12.02.

      "Registered Global Security", means a Security evidencing all or a part of
a series of Registered Securities, issued to the Depositary for such series in
accordance with Section 2.04, and bearing the legend prescribed in Section 2.04.

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

      "Required Currency" shall have the meaning set forth in Section 11.13.

      "Responsible Officer" when used with respect to the Trustee means the
chairman of the board of directors, any vice chairman of the board of directors,
the chairman of the trust committee, the chairman of the executive committee,
any vice chairman of the executive committee, the president, any vice president,
(whether or not designated by numbers or words added before or after the title
"vice president") the cashier, the secretary, the treasurer, any trust officer,
any assistant trust officer, any assistant vice president, any assistant
cashier, any assistant secretary, any assistant treasurer, or any other officer
or assistant officer of the Trustee customarily performing functions similar to
those performed by the persons who at the time shall be such officers,
respectively, or to whom any corporate trust matter is referred because of his
knowledge of and familiarity with the particular subject.


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<PAGE>

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

      "Trust Indenture Act of 1939" means the Trust Indenture Act of 1939.

      "Trustee" means the Person identified as "Trustee" in the first paragraph
hereof and, subject to the provisions of Article 6, shall also include any
successor trustee. "Trustee" shall also mean or include each Person who is then
a trustee hereunder and if at any time there is more than one such Person,
"Trustee" as used with respect to the Securities of any series shall mean the
trustee with respect to the Securities of such series.

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

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

                                    ARTICLE 2
                                   SECURITIES

      Section 2.01. Forms Generally. The Securities of each series and the
Coupons, if any, to be attached thereto shall be substantially in such form (not
inconsistent with this Indenture) as shall be established by or pursuant to one
or more Board Resolutions (as set forth in a Board Resolution or, to the extent
established pursuant to rather than set forth in a Board Resolution, an
Officer's Certificate detailing such establishment) or in one or more indentures
supplemental hereto, in each case with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this
Indenture and may have imprinted or otherwise reproduced thereon such legend or
legends or endorsements, not inconsistent with the provisions of this Indenture,
as may be required to comply with any law or with any rules or regulations
pursuant thereto, or with any rules of any securities exchange or to conform to
general usage, all as may be determined by the officers executing such
Securities and Coupons, if any, as evidenced by their execution of such
Securities and Coupons.

      The definitive Securities and Coupons, if any, shall be printed,
lithographed on security printed paper or may be produced in any other manner,
all as determined by the officers executing such Securities and Coupons, if any,
as evidenced by their execution of such Securities and Coupons, if any.


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<PAGE>

      Section 2.02. Form of Trustee's Certificate of Authentication. The
Trustee's certificate of authentication on all Securities shall be in
substantially the following form:

      "This is one of the Securities referred to in the within-mentioned
Indenture

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

            By:

            --------------------------
            Authorized Officer

      If at any time there shall be an Authenticating Agent appointed with
respect to any series of Securities, then the Trustee's Certificate of
Authentication to be borne by the Securities of each such series shall be
substantially as follows:

      "This is one of the Securities referred to in the within-mentioned
Indenture.

            --------------------------
            as Authenticating Agent

            By:

            --------------------------
            Authorized Officer

      Section 2.03. Amount Unlimited; Issuable in Series. The aggregate
principal amount of Securities which may be authenticated and delivered under
this Indenture is unlimited.

      The Securities may be issued in one or more series and each such series
shall rank equally and pari passu with all other unsecured and unsubordinated
debt of the Issuer. There shall be established in or pursuant to one or more
Board Resolutions (and to the extent established pursuant to rather than set
forth in a Board Resolution, in an Officer's Certificate detailing such
establishment) or established in one or more indentures supplemental hereto,
prior to the initial issuance of Securities of any series,

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


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<PAGE>

      (b) any limit upon the aggregate principal amount of the Securities of the
series that may be authenticated and delivered under this Indenture (except for
Securities authenticated and delivered upon registration of transfer of, or in
exchange for, or in lieu of, other Securities of the series pursuant to Section
2.08, 2.09, 2.11, 8.05 or 12.03);

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

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

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

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

      (g) the right, if any, of the Issuer to redeem Securities, in whole or in
part, at its option and the period or periods within which, the price or prices
at which and any terms and conditions, including the Redemption Notice Period,
upon which Securities of the series may be so redeemed, pursuant to any sinking
fund or otherwise;

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

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

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


                                       9
<PAGE>

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

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

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

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

      (o) whether the Securities of the series will be issuable as Registered
Securities (and if so, whether such Securities will be issuable as Registered
Global Securities) or Bearer Securities (with or without Coupons), or any
combination of the foregoing, any restrictions applicable to the offer, sale,
transfer, exchange or delivery of Bearer Securities or Registered Securities or
the payment of interest thereon and, if other than as provided in Section 2.08,
the terms upon which Bearer Securities of any series may be exchanged for
Registered Securities of such series and vice versa;

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

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


                                       10
<PAGE>

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

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

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

      (u) any applicable selling restrictions;

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

      (w) any other terms of the series.

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

      Section 2.04. Authentication and Delivery of Securities. (a) The Issuer
may deliver Securities of any series having attached thereto appropriate
Coupons, if any, executed by the Issuer to the Trustee for authentication
together with the applicable documents referred to below in this Section, and
the Trustee shall thereupon authenticate and deliver such Securities to or upon
the order of the Issuer (contained in the Issuer Order referred to below in this
Section) or pursuant to such procedures acceptable to the Trustee and to such
recipients as may be specified from time to time by an Issuer Order. The
maturity date, original issue date, interest rate and any other terms of the
Securities of such series and Coupons, if any, appertaining thereto (including
Redemption Notice Periods)


                                       11
<PAGE>

shall be determined by or pursuant to such Issuer Order and procedures. If
provided for in such procedures, such Issuer Order may authorize authentication
and delivery pursuant to oral instructions from the Issuer or its duly
authorized agent, which instructions shall be promptly confirmed in writing. In
authenticating such Securities and accepting the additional responsibilities
under this Indenture in relation to such Securities, the Trustee shall be
entitled to receive (in the case of subparagraphs 2.04(a)(ii), 2.04(a)(iii) and
2.04(a)(iv) below only at or before the time of the first request of the Issuer
to the Trustee to authenticate Securities of such series) and (subject to
Section 6.01) shall be fully protected in relying upon, unless and until such
documents have been superceded or revoked:

            (i) an Issuer Order requesting such authentication and setting forth
      delivery instructions if the Securities and Coupons, if any, are not to be
      delivered to the Issuer, provided that, with respect to Securities of a
      series subject to a Periodic Offering, (A) such Issuer Order may be
      delivered by the Issuer to the Trustee prior to the delivery to the
      Trustee of such Securities for authentication and delivery, (B) the
      Trustee shall authenticate and deliver Securities of such series for
      original issue from time to time, in an aggregate principal amount not
      exceeding the aggregate principal amount established for such series,
      pursuant to an Issuer Order or pursuant to procedures acceptable to the
      Trustee as may be specified from time to time by an Issuer Order, (C) the
      maturity date or dates, original issue date or dates, interest rate or
      rates and any other terms of Securities of such series (including
      Redemption Notice Periods) shall be determined by an Issuer Order or
      pursuant to such procedures and (D) if provided for in such procedures,
      such Issuer Order may authorize authentication and delivery pursuant to
      oral or electronic instructions from the Issuer or its duly authorized
      agent or agents, which oral instructions shall be promptly confirmed in
      writing;

            (ii) any Board Resolution, Officer's Certificate and/or executed
      supplemental indenture referred to in Section 2.01 and 2.03 by or pursuant
      to which the forms and terms of the Securities and Coupons, if any, were
      established;

            (iii) an Officer's Certificate setting forth the form or forms and
      terms of the Securities and Coupons, if any, stating that the form or
      forms and terms of the Securities and Coupons, if any, have been
      established pursuant to Section 2.01 and 2.03 and comply with this
      Indenture, and covering such other matters as the Trustee may reasonably
      request; and

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


                                       12
<PAGE>

                  (A) the forms of the Securities and Coupons, if any, have been
            duly authorized and established in conformity with the provisions of
            this Indenture;

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

                  (C) when the Securities and Coupons, if any, have been
            executed by the Issuer and authenticated by the Trustee in
            accordance with the provisions of this Indenture and delivered to
            and duly paid for by the purchasers thereof, they will have been
            duly issued under this Indenture and will be valid and binding
            obligations of the Issuer, enforceable in accordance with their
            respective terms, and will be entitled to the benefits of this
            Indenture, including the Guarantee; and

                  (D) the execution and delivery by the Issuer of, and the
            performance by the Issuer of its obligations under, the Securities
            and Coupons, if any, will not contravene any provision of applicable
            law or the certificate of incorporation or by-laws of the Issuer or
            any agreement or other instrument binding upon the Issuer or any of
            its consolidated subsidiaries that is material to the Issuer and its
            subsidiaries, taken as a whole, or, to the best of such counsel's
            knowledge, any judgment, order or decree of any U.S. governmental
            body, agency or court having jurisdiction over the Issuer or any of
            its consolidated subsidiaries, and no consent, approval or
            authorization of any U.S. governmental body or agency is required
            for the performance by the Issuer of its obligations under the
            Securities and Coupons, if any, except such as are specified and
            have been obtained and such as may be required by the securities or
            blue sky laws of the various states in connection with the offer and
            sale of the Securities and Coupons, if any.

      In rendering such opinions, such counsel may qualify any opinions as to
enforceability by stating that such enforceability may be limited by bankruptcy,
insolvency, reorganization, liquidation, moratorium and other similar laws


                                       13
<PAGE>

affecting the rights and remedies of creditors and is subject to general
principles of equity (regardless of whether such enforceability is considered in
a proceeding in equity or at law). Such counsel may rely, as to all matters
governed by the laws of jurisdictions other than the State of New York and the
federal law of the United States, upon opinions of other counsel (copies of
which shall be delivered to the Trustee), who shall be counsel reasonably
satisfactory to the Trustee, in which case the opinion shall state that such
counsel believes he and the Trustee are entitled so to rely. Such counsel may
also state that, insofar as such opinion involves factual matters, he has
relied, to the extent he deems proper, upon certificates of officers of the
Issuer or the Guarantor and its subsidiaries and certificates of public
officials.

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

      If the Issuer shall establish pursuant to Section 2.03 that the Securities
of a series are to be issued in the form of one or more Registered Global
Securities, then the Issuer shall execute and the Trustee shall, in accordance
with this Section and the Issuer Order with respect to such series, authenticate
and deliver one or more Registered Global Securities that (i) shall represent
and shall be denominated in an amount equal to the aggregate principal amount of
all of the Securities of such series issued and not yet cancelled, (ii) shall be
registered in the name of the Depositary for such Registered Global Security or
Securities or the nominee of such Depositary, (iii) shall be delivered by the
Trustee to such Depositary or pursuant to such Depositary's instructions and
(iv) shall bear a legend substantially to the following effect: "Unless and
until it is exchanged in whole or in part for Securities in definitive
registered form, this Security may not be transferred except as a whole by the
Depositary to the nominee of the Depositary or by a nominee of the Depositary to
the Depositary or another nominee of the Depositary or by the Depositary or any
such nominee to a successor Depositary or a nominee of such successor
Depositary."

      Each Depositary designated pursuant to Section 2.03 must, at the time of
its designation and at all times while it serves as Depositary, be a clearing
agency registered under the Securities Exchange Act of 1934 and any other
applicable statute or regulation.

      Section 2.05. Execution of Securities. The Securities and, if applicable,
each Coupon appertaining thereto shall be signed on behalf of the Issuer by any
officer of the Issuer duly authorized by the Board to execute Securities or, if


                                       14
<PAGE>

applicable, Coupons, which Securities or Coupons may, but need not, be attested.
Such signatures may be the manual or facsimile signatures of the present or any
future such officers. Minor errors or defects in any such reproduction of any
such signature shall not affect the validity or enforceability of any Security
that has been duly authenticated and delivered by the Trustee.

      In case any officer of the Issuer who shall have signed any of the
Securities or Coupons, if any, pursuant to his or her authorization to do so,
shall cease to be such officer, or such authorization shall be withdrawn, before
the Security or Coupon so signed (or the Security to which the Coupon so signed
appertains) shall be authenticated and delivered by the Trustee or disposed of
by the Issuer, such Security or Coupon nevertheless may be authenticated and
delivered or disposed of as though the person who signed such Security or Coupon
had not ceased to be such officer or the authorization to sign such Security or
Coupon had not been withdrawn; and any Security or Coupon may be signed on
behalf of the Issuer by any two persons as, at the actual date of the execution
of such Security or Coupon, shall be authorized to do so, although at the date
of the execution and delivery of this Indenture any such person was not so
authorized.

      Section 2.06. Certificate of Authentication. Only such Securities as shall
bear thereon a certificate of authentication substantially in the form
hereinbefore recited, executed by the Trustee by the manual signature of one of
its authorized officers, shall be entitled to the benefits of this Indenture or
be valid or obligatory for any purpose. No Coupon shall be entitled to the
benefits of this Indenture or shall be valid and obligatory for any purpose
until the certificate of authentication on the Security to which such Coupon
appertains shall have been duly executed by the Trustee. The execution of such
certificate by the Trustee upon any Security executed by the Issuer shall be
conclusive evidence that the Security so authenticated has been duly
authenticated and delivered hereunder and that the Holder is entitled to the
benefits of this Indenture.

      Section 2.07. Denomination and Date of Securities; Payments of Interest.
The Securities of each series shall be issuable as Registered Securities or
Bearer Securities in denominations established as contemplated by Section 2.03
or, with respect to the Registered Securities of any series, if not so
established, in denominations of $1,000 and any integral multiple thereof. If
denominations of Bearer Securities of any series are not so established, such
Securities shall be issuable in denominations of $1,000 and $5,000. The
Securities of each series shall be numbered, lettered or otherwise distinguished
in such manner or in accordance with such plan as the officers of the Issuer
executing the same may determine with the approval of the Trustee, as evidenced
by the execution and authentication thereof.

      Each Registered Security shall be dated the date of its authentication.
Each Bearer Security shall be dated as provided in the resolution or resolutions
of


                                       15
<PAGE>

the Board of the Issuer referred to in Section 2.03. The Securities of each
series shall bear interest, if any, from the date, and such interest shall be
payable on the dates, established as contemplated by Section 2.03.

      The Person in whose name any Registered Security of any series is
registered at the close of business on any record date applicable to a
particular series with respect to any interest payment date for such series
shall be entitled to receive the interest, if any, payable on such interest
payment date notwithstanding any transfer or exchange of such Registered
Security subsequent to the record date and prior to such interest payment date,
except if and to the extent the Issuer and the Guarantor shall default in the
payment of the interest due on such interest payment date for such series, in
which case such defaulted interest shall be paid to the Persons in whose names
Outstanding Registered Securities for such series are registered at the close of
business on a subsequent record date (which shall be not less than five Business
Days prior to the date of payment of such defaulted interest) established by
notice given by mail by or on behalf of the Issuer or the Guarantor to the
Holders of Registered Securities not less than 15 days preceding such subsequent
record date. The term "record date" as used with respect to any interest payment
date (except a date for payment of defaulted interest) for the Securities of any
series shall mean the date specified as such in the terms of the Registered
Securities of such series established as contemplated by Section 2.03, or, if no
such date is so established, if such interest payment date is the first day of a
calendar month, the fifteenth day of the next preceding calendar month or, if
such interest payment date is the fifteenth day of a calendar month, the first
day of such calendar month, whether or not such record date is a Business Day.

      Section 2.08. Registration, Transfer and Exchange. The Issuer will keep at
each office or agency to be maintained for the purpose as provided in Section
3.02 for each series of Securities a register or registers in which, subject to
such reasonable regulations as it may prescribe, it will provide for the
registration of Registered Securities of such series and the registration of
transfer of Registered Securities of such series. Such register shall be in
written form in the English language or in any other form capable of being
converted into such form within a reasonable time. At all reasonable times such
register or registers shall be open for inspection by the Trustee.

      Upon due presentation for registration of transfer of any Registered
Security of any series at any such office or agency to be maintained for the
purpose as provided in Section 3.02, the Issuer shall execute and the Trustee
shall authenticate and deliver in the name of the transferee or transferees a
new Registered Security or Registered Securities of the same series, maturity
date, interest rate and original issue date in authorized denominations for a
like aggregate principal amount.


                                       16
<PAGE>

      Bearer Securities (except for any temporary global Bearer Securities) and
Coupons (except for Coupons attached to any temporary global Bearer Securities)
shall be transferable by delivery.

      At the option of the Holder thereof, Registered Securities of any series
(other than a Registered Global Security, except as set forth below) may be
exchanged for a Registered Security or Registered Securities of such series
having authorized denominations and an equal aggregate principal amount, upon
surrender of such Registered Securities to be exchanged at the agency of the
Issuer that shall be maintained for such purpose in accordance with Section 3.02
and upon payment, if the Issuer shall so require, of the charges hereinafter
provided. If the Securities of any series are issued in both registered and
unregistered form, except as otherwise specified pursuant to Section 2.03, at
the option of the Holder thereof, Bearer Securities of any series may be
exchanged for Registered Securities of such series having authorized
denominations and an equal aggregate principal amount, upon surrender of such
Bearer Securities to be exchanged at the agency of the Issuer that shall be
maintained for such purpose in accordance with Section 3.02, with, in the case
of Bearer Securities that have Coupons attached, all unmatured Coupons and all
matured Coupons in default thereto appertaining, and upon payment, if the Issuer
shall so require, of the charges hereinafter provided. At the option of the
Holder thereof, if Bearer Securities of any series, maturity date, interest rate
and original issue date are issued in more than one authorized denomination,
except as otherwise specified pursuant to Section 2.03, such Bearer Securities
may be exchanged for Bearer Securities of such series having authorized
denominations and an equal aggregate principal amount, upon surrender of such
Bearer Securities to be exchanged at the agency of the Issuer that shall be
maintained for such purpose in accordance with Section 3.02 or as specified
pursuant to Section 2.03, with, in the case of Bearer Securities that have
Coupons attached, all unmatured Coupons and all matured Coupons in default
thereto appertaining, and upon payment, if the Issuer shall so require, of the
charges hereinafter provided. Unless otherwise specified pursuant to Section
2.03, Registered Securities of any series may not be exchanged for Bearer
Securities of such series. Whenever any Securities are so surrendered for
exchange, the Issuer shall execute, and the Trustee shall authenticate and
deliver, the Securities which the Holder making the exchange is entitled to
receive. All Securities and Coupons surrendered upon any exchange or transfer
provided for in this Indenture shall be promptly cancelled and disposed of by
the Trustee and the Trustee will deliver a certificate of disposition thereof to
the Issuer.

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


                                       17
<PAGE>

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

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

      Notwithstanding any other provision of this Section 2.08, unless and until
it is exchanged in whole or in part for Securities in definitive registered
form, a Registered Global Security representing all or a portion of the
Securities of a series may not be transferred except as a whole by the
Depositary for such series to a nominee of such Depositary or by a nominee of
such Depositary to such Depositary or another nominee of such Depositary or by
such Depositary or any such nominee to a successor Depositary for such series or
a nominee of such successor Depositary.

      If at any time the Depositary for any Registered Securities of a series
represented by one or more Registered Global Securities notifies the Issuer that
it is unwilling or unable to continue as Depositary for such Registered
Securities or if at any time the Depositary for such Registered Securities shall
no longer be eligible under Section 2.04, the Issuer shall appoint a successor
Depositary eligible under Section 2.04 with respect to such Registered
Securities. If a successor Depositary eligible under Section 2.04 for such
Registered Securities is not appointed by the Issuer within 90 days after the
Issuer receives such notice or becomes aware of such ineligibility, the Issuer's
election pursuant to Section 2.03 that such Registered Securities be represented
by one or more Registered Global Securities shall no longer be effective and the
Issuer will execute, and the Trustee, upon receipt of an Officer's Certificate
for the authentication and delivery of definitive Securities of such series,
will authenticate and deliver, Securities of such series in definitive
registered form without coupons, in any authorized denominations, in an
aggregate principal amount equal to the principal amount of the Registered
Global Security or Securities representing such Registered Securities in
exchange for such Registered Global Security or Securities.

      The Issuer may at any time and in its sole discretion determine that the
Registered Securities of any series issued in the form of one or more Registered
Global Securities shall no longer be represented by a Registered Global Security
or Securities. In such event the Issuer will execute, and the Trustee, upon
receipt


                                       18
<PAGE>

of an Officer's Certificate for the authentication and delivery of definitive
Securities of such series, will authenticate and deliver, Securities of such
series in definitive registered form without coupons, in any authorized
denominations, in an aggregate principal amount equal to the principal amount of
the Registered Global Security or Securities representing such Registered
Securities, in exchange for such Registered Global Security or Securities.

      If specified by the Issuer pursuant to Section 2.03 with respect to
Securities represented by a Registered Global Security, the Depositary for such
Registered Global Security may surrender such Registered Global Security in
exchange in whole or in part for Securities of the same series in definitive
registered form on such terms as are acceptable to the Issuer and such
Depositary. Thereupon, the Issuer shall execute, and the Trustee shall
authenticate and deliver, without service charge,

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

            (ii) to such Depositary a new Registered Global Security in a
      denomination equal to the difference, if any, between the principal amount
      of the surrendered Registered Global Security and the aggregate principal
      amount of Registered Securities authenticated and delivered pursuant to
      Section 2.08(i) above.

      Upon the exchange of a Registered Global Security for Securities in
definitive registered form without coupons, in authorized denominations, such
Registered Global Security shall be cancelled by the Trustee or an agent of the
Issuer or the Trustee. Securities in definitive registered form without coupons
issued in exchange for a Registered Global Security pursuant to this Section
2.08 shall be registered in such nominee names and in such authorized
denominations as the Depositary for such Registered Global Security, pursuant to
instructions from its direct or indirect participants or otherwise, shall
instruct the Trustee or an agent of the Issuer or the Trustee. The Trustee or
such agent shall deliver such Securities to or as directed by the Persons in
whose names such Securities are so registered.

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

      Notwithstanding anything herein or in the terms of any series of
Securities to the contrary, none of the Issuer, the Trustee or any agent of the
Issuer or the


                                       19
<PAGE>

Trustee (any of which, other than the Issuer, shall rely on an Officer's
Certificate and an Opinion of Counsel) shall be required to exchange any Bearer
Security for a Registered Security if such exchange would result in adverse
Federal income tax consequences to the Issuer (such as, for example, the
inability of the Issuer to deduct from its income, as computed for Federal
income tax purposes, the interest payable on the Bearer Securities) under then
applicable United States Federal income tax laws.

      Section 2.09. Mutilated, Defaced, Destroyed, Lost and Stolen Securities.
In case any temporary or definitive Security or any Coupon appertaining to any
Security shall become mutilated, defaced or be destroyed, lost or stolen, the
Issuer in its discretion may execute, and upon the written request of any
officer of the Issuer, the Trustee shall authenticate and deliver a new Security
of the same series, maturity date, interest rate and original issue date,
bearing a number or other distinguishing symbol not contemporaneously
outstanding, in exchange and substitution for the mutilated or defaced Security,
or in lieu of and in substitution for the Security so destroyed, lost or stolen
with Coupons corresponding to the Coupons appertaining to the Securities so
mutilated, defaced, destroyed, lost or stolen, or in exchange or substitution
for the Security to which such mutilated, defaced, destroyed, lost or stolen
Coupon appertained, with Coupons appertaining thereto corresponding to the
Coupons so mutilated, defaced, destroyed, lost or stolen. In every case the
applicant for a substitute Security or Coupon shall furnish to the Issuer, the
Guarantor and the Trustee and any agent of the Issuer, the Guarantor or the
Trustee such security or indemnity as may be required by them to indemnify and
defend and to save each of them harmless and, in every case of destruction, loss
or theft, evidence to their satisfaction of the destruction, loss or theft of
such Security or Coupon and of the ownership thereof and in the case of
mutilation or defacement shall surrender the Security and related Coupons to the
Trustee or such agent.

      Upon the issuance of any substitute Security or Coupon, the Issuer may
require the payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in relation thereto and any other expenses (including
the fees and expenses of the Trustee or its agent) connected therewith. In case
any Security or Coupon which has matured or is about to mature or has been
called for redemption in full shall become mutilated or defaced or be destroyed,
lost or stolen, the Issuer may instead of issuing a substitute Security, pay or
authorize the payment of the same or the relevant Coupon (without surrender
thereof except in the case of a mutilated or defaced Security or Coupon), if the
applicant for such payment shall furnish to the Issuer, the Guarantor and the
Trustee and any agent of the Issuer, the Guarantor or the Trustee such security
or indemnity as any of them may require to save each of them harmless, and, in
every case of destruction, loss or theft, the applicant shall also furnish to
the Issuer, the Guarantor and the Trustee and any agent of the Issuer, the
Guarantor or


                                       20
<PAGE>

the Trustee evidence to their satisfaction of the destruction, loss or theft of
such Security or Coupon and of the ownership thereof.

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

      Section 2.10. Cancellation of Securities; Disposition Thereof. All
Securities and Coupons surrendered for payment, redemption, registration of
transfer or exchange, or for credit against any payment in respect of a sinking
or analogous fund, if surrendered any Person other than the Trustee or any agent
of the Trustee, shall be delivered to the Trustee or its agent for cancellation
or, if surrendered to the Trustee, shall be cancelled by it; and no Securities
or Coupons shall be issued in lieu thereof except as expressly permitted by any
of the provisions of this Indenture. The Trustee or its agent shall dispose of
cancelled Securities and Coupons held by it and deliver a certificate of
disposition to the Issuer. If the Issuer, the Guarantor or an agent of either of
them shall acquire any of the Securities or Coupons, such acquisition shall not
operate as a redemption or satisfaction of the indebtedness represented by such
Securities or Coupons unless and until the same are delivered to the Trustee or
its agent for cancellation.

      Section 2.11. Temporary Securities. Pending the preparation of definitive
Securities for any series, the Issuer may execute and the Trustee shall
authenticate and deliver temporary Securities for such series (printed,
lithographed, typewritten or otherwise reproduced, in each case in form
satisfactory to the Trustee). Temporary Securities of any series shall be
issuable as Registered Securities without Coupons, or as Bearer Securities with
or without Coupons attached thereto, of any authorized denomination, and
substantially in the form of the definitive Securities of such series but with
such omissions, insertions and variations as may be appropriate for temporary
Securities, all as may be determined by the Issuer with the concurrence of the
Trustee as evidenced by the execution and authentication thereof. Temporary
Securities may contain such references to any provisions of this Indenture as
may be appropriate. Every temporary Security shall be executed by the Issuer and
be authenticated by the


                                       21
<PAGE>

Trustee upon the same conditions and in substantially the same manner, and with
like effect, as the definitive Securities. Without unreasonable delay the Issuer
shall execute and shall furnish definitive Securities of such series and
thereupon temporary Registered Securities of such series may be surrendered in
exchange therefor without charge at each office or agency to be maintained by
the Issuer for that purpose pursuant to Section 3.02 and, in the case of Bearer
Securities, at any agency maintained by the Issuer for such purpose as specified
pursuant to Section 2.03, and the Trustee shall authenticate and deliver in
exchange for such temporary Securities of such series an equal aggregate
principal amount of definitive Securities of the same series having authorized
denominations and, in the case of Bearer Securities, having attached thereto any
appropriate Coupons. Until so exchanged, the temporary Securities of any series
shall be entitled to the same benefits under this Indenture as definitive
Securities of such series, unless otherwise established pursuant to Section
2.03. The provisions of this Section are subject to any restrictions or
limitations on the issue and delivery of temporary Bearer Securities of any
series that may be established pursuant to Section 2.03 (including any provision
that Bearer Securities of such series initially be issued in the form of a
single global Bearer Security to be delivered to a depositary or agency located
outside the United States and the procedures pursuant to which definitive or
global Bearer Securities of such series would be issued in exchange for such
temporary global Bearer Security).

                                    ARTICLE 3
                             COVENANTS OF THE ISSUER

      Section 3.01. Payment of Principal and Interest. The Issuer covenants and
agrees for the benefit of each series of Securities that it will duly and
punctually pay or cause to be paid the principal of, and interest on, each of
the Securities of such series (together with any additional amounts payable
pursuant to the terms of such Securities) at the place or places, at the
respective times and in the manner provided in such Securities and in the
Coupons, if any, appertaining thereto and in this Indenture. The interest on
Securities with Coupons attached (together with any additional amounts payable
pursuant to the terms of such Securities) shall be payable only upon
presentation and surrender of the several Coupons for such interest installments
as are evidenced thereby as they severally mature. If any temporary Bearer
Security provides that interest thereon may be paid while such Security is in
temporary form, the interest on any such temporary Bearer Security (together
with any additional amounts payable pursuant to the terms of such Security)
shall be paid, as to the installments of interest evidenced by Coupons attached
thereto, if any, only upon presentation and surrender thereof, and, as to the
other installments of interest, if any, only upon presentation of such
Securities for notation thereon of the payment of such interest, in each case
subject to any restrictions that may be established pursuant to Section 2.03.
The interest on Registered Securities (together with any additional amounts
payable


                                       22
<PAGE>

pursuant to the terms of such Securities) shall be payable only to or upon the
written order of the Holders thereof and, at the option of the Issuer, may be
paid by wire transfer or by mailing checks for such interest payable to or upon
the written order of such Holders at their last addresses as they appear on the
registry books of the Issuer.

      Section 3.02. Offices for Payments, etc. So long as any Registered
Securities are authorized for issuance pursuant to this Indenture or are
outstanding hereunder, the Issuer and the Guarantor will maintain in the Borough
of Manhattan, The City of New York or the City of Chicago, an office or agency
where the Registered Securities of each series may be presented for payment,
where the Securities of each series may be presented for exchange as is provided
in this Indenture and, if applicable, pursuant to Section 2.03 and where the
Registered Securities of each series may be presented for registration of
transfer as in this Indenture provided.

      The Issuer will maintain one or more offices or agencies in a city or
cities located outside the United States (including any city in which such an
agency is required to be maintained under the rules of any stock exchange on
which the Securities of such series are listed) where the Bearer Securities, if
any, of each series and Coupons, if any, appertaining thereto may be presented
for payment. No payment on any Bearer Security or Coupon will be made upon
presentation of such Bearer Security or Coupon at an agency of the Issuer or the
Guarantor within the United States nor will any payment be made by transfer to
an account in, or by mail to an address in, the United States unless pursuant to
applicable United States laws and regulations then in effect such payment can be
made without adverse tax consequences to the Issuer. Notwithstanding the
foregoing, payments in Dollars of Bearer Securities of any series and Coupons
appertaining thereto which are payable in Dollars may be made at an agency of
the Issuer or the Guarantor maintained in the Borough of Manhattan, The City of
New York or the City of Chicago if such payment in Dollars at each agency
maintained by the Issuer outside the United States for payment on such Bearer
Securities is illegal or effectively precluded by exchange controls or other
similar restrictions.

      The Issuer and the Guarantor will maintain in the Borough of Manhattan,
The City of New York or the City of Chicago, an office or agency where notices
and demands to or upon the Issuer or the Guarantor in respect of the Securities
of any series, the Coupons appertaining thereto or this Indenture may be served.

      The Issuer and the Guarantor will give to the Trustee written notice of
the location of each such office or agency and of any change of location
thereof. In case the Issuer or the Guarantor shall fail to maintain any agency
required by this Section to be located in the Borough of Manhattan, The City of
New York or the City of Chicago, or shall fail to give such notice of the
location or of any change in the location of any of the above agencies,
presentations and demands may be made and notices may be served at the Corporate
Trust Office of the Trustee.


                                       23
<PAGE>

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

      Section 3.03. Appointment to Fill a Vacancy in Office of Trustee. The
Issuer or the Guarantor, whenever necessary to avoid or fill a vacancy in the
office of Trustee, will appoint, in the manner provided in Section 6.10, a
Trustee, so that there shall at all times be a Trustee with respect to each
series of Securities hereunder.

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

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

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

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

      The Issuer or the Guarantor will, on or prior to each due date of the
principal of or interest on the Securities of such series, deposit with the
paying agent a sum sufficient to pay such principal or interest so becoming due,
and (unless such paying agent is the Trustee) the Issuer or the Guarantor will
promptly notify the Trustee of any failure to take such action.


                                       24
<PAGE>

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

      Anything in this Section to the contrary notwithstanding, but subject to
Section 10.01, the Issuer or the Guarantor may at any time, for the purpose of
obtaining a satisfaction and discharge with respect to one or more or all series
of Securities hereunder, or for any other reason, pay or cause to be paid to the
Trustee all sums held in trust for any such series by the Issuer, the Guarantor
or any paying agent hereunder, as required by this Section, such sums to be held
by the Trustee upon the trusts herein contained.

      Anything in this Section to the contrary notwithstanding, the agreement to
hold sums in trust as provided in this Section is subject to the provisions of
Section 10.03 and 10.04.

      Section 3.05. Written Statement to Trustee. Each of the Issuer and the
Guarantor will furnish to the Trustee on or before _____ in each year (beginning
with o, 200o) a brief certificate (which need not comply with Section 11.05)
from the principal executive, financial or accounting officer of the Issuer or
the Guarantor, as the case may be, stating that in the course of the performance
by the signer of his duties as an officer of the Issuer or the Guarantor, as the
case may be, he would normally have knowledge of any default or non-compliance
by the Issuer or the Guarantor, as the case may be, in the performance of any
covenants or conditions contained in this Indenture, stating whether or not he
has knowledge of any such default or non-compliance and, if so, specifying each
such default or non-compliance of which the signer has knowledge and the nature
thereof.

      Section 3.06. Luxembourg Publications. In the event of the publication of
any notice pursuant to Section 5.11, 6.10(a), 6.11, 8.02, 10.04, 12.02 and
12.05, the party making such publication in the Borough of Manhattan, The City
of New York and London shall also, to the extent that notice is required to be
given to Holders of Securities of any series by applicable Luxembourg law or
stock exchange regulation, as evidenced by an Officer's Certificate delivered to
such party, make a similar publication in Luxembourg.


                                       25
<PAGE>

                                    ARTICLE 4
         SECURITYHOLDERS LISTS AND REPORTS BY THE ISSUER, GUARANTOR AND
                                   THE TRUSTEE

      Section 4.01. Issuer and Guarantor to Furnish Trustee Information as to
Names and Addresses of Securityholders. Each of the Issuer and Guarantor
covenants and agrees that it will furnish or cause to be furnished to the
Trustee a list in such form as the Trustee may reasonably require of the names
and addresses of the Holders of the Registered Securities of such series
pursuant to Section 312 of the Trust Indenture Act of 1939:

      (a) not more than 15 days after each record date for the payment of
interest on such Registered Securities, as herein above specified, as of such
record date and on dates to be determined pursuant to Section 2.03 for
non-interest bearing Registered Securities in each year, and

      (b) at such other times as the Trustee may request in writing, within 30
days after receipt by the Issuer of any such request as of a date not more than
15 days prior to the time such information is furnished, provided that if and so
long as the Trustee shall be the Security registrar for such series and all of
the Securities of any series are Registered Securities, such list shall not be
required to be furnished.

      Section 4.02. Preservation and Disclosure of Securityholders Lists.

      (a) The Trustee shall preserve, in as current a form as is reasonably
practicable, all information as to the names and addresses of the holders of
each series of Securities contained in the most recent list furnished to it as
provided in Section 4.01. The Trustee may destroy any list furnished to it as
provided in Section 4.01 upon receipt of a new list so furnished.

      (b) The rights of Holders to communicate with other Holders with respect
to the Indenture or the Securities are as provided by the Trust Indenture Act of
1939.

      (c) None of the Issuer, the Guarantor or the Trustee will be held
accountable by reason of any disclosure of information as to names and addresses
of Holders made pursuant to the Trust Indenture Act of 1939.

      Section 4.03. Reports by the Issuer and the Guarantor. Each of the Issuer
and the Guarantor covenants to file with the Trustee, within 15 days after the
Issuer or the Guarantor, as the case may be, is required to file the same with
the Commission, copies of the annual reports and of the information, documents,
and other reports that the Issuer may be required to file with the Commission
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
or pursuant to Section 314 of the Trust Indenture Act of 1939.


                                       26
<PAGE>

      Section 4.04. Reports by the Trustee. Any Trustee's report required under
Section 313(a) of the Trust Indenture Act of 1939 shall be transmitted on or
before January 15 in each year beginning January 15, 2000, as provided in
Section 313(c) of the Trust Indenture Act of 1939, so long as any Securities are
Outstanding hereunder, and shall be dated as of a date convenient to the Trustee
no more than 60 days prior thereto.

                                    ARTICLE 5
         REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT

      Section 5.01. Event of Default Defined; Acceleration of Maturity; Waiver
of Default. "Event of Default" with respect to Securities of any series wherever
used herein, means each one of the following events which shall have occurred
and be continuing (whatever the reason for such Event of Default and whether it
shall be voluntary or involuntary or be effected by operation of law or pursuant
to any judgment, decree or order of any court or any order, rule or regulation
of any administrative or governmental body):

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

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

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

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

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

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


                                       27
<PAGE>

      Guarantor or ordering the winding up or liquidation of the affairs of the
      Issuer or the Guarantor; or

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

      (e) any other Event of Default provided in the supplemental indenture or
Issuer Order under which such series of Securities is issued.

      Unless otherwise set forth in any applicable supplemental indenture, if an
Event of Default described in clauses (a), (b) or (e) above (if the Event of
Default under clauses (b) or (e) is with respect to less than all series of
Securities then Outstanding) occurs and is continuing, then, and in each and
every such case, except for any series the principal of which shall have already
become due and payable, either the Trustee or the Holders of not less than 25%
in aggregate principal amount of the Securities of all series affected thereby
then Outstanding hereunder (treated as one class), by notice in writing to the
Issuer and the Guarantor (and to the Trustee if given by Securityholders), may
declare the entire principal (or, if the Securities of any such affected series
are Original Issue Discount Securities, such portion of the principal amount as
may be specified in the terms of such series) of all Securities of such affected
series and the interest accrued thereon, if any, to be due and payable
immediately, and upon any such declaration the same shall become immediately due
and payable. Unless otherwise set forth in any applicable supplemental
indenture, if an Event of Default described in clauses (b) or (e) (if the Event
of Default under clauses (b) or (e) is with respect to all series of Securities
at the time Outstanding) occurs and is continuing, then and in each and every
such case, unless the principal of all the Securities shall have already become
due and payable, either the Trustee or the Holders of not less than 25% in
aggregate principal amount of all the then Outstanding Securities hereunder
(treated as one class) for which any applicable supplemental indenture does not
prevent acceleration under the relevant


                                       28
<PAGE>

circumstances, by notice in writing to the Issuer and the Guarantor (and to the
Trustee if given by Securityholders), may declare the entire principal (or, if
any Securities are Original Issue Discount Securities, such portion of the
principal as may be specified in the terms thereof) of all the Securities then
Outstanding and interest accrued thereon, if any, to be due and payable
immediately, and upon any such declaration the same shall become immediately due
and payable. Unless otherwise set forth in any applicable supplemental
indenture, if an Event of Default described in clauses (c) or (d), then the
principal and accrued and unpaid interest, and premium of any, with respect to
any Securities then Outstanding shall ipso facto become and be immediately due
and payable without any declaration or other act on the part of the Trustee or
any Holder.

      The foregoing provisions, however, are subject to the condition that if,
at any time after the principal (or, if the Securities are Original Issue
Discount Securities, such portion of the principal as may be specified in the
terms thereof) of the Securities of any series (or of all the Securities, as the
case may be) shall have been so declared due and payable, and before any
judgment or decree for the payment of the monies due shall have been obtained or
entered as hereinafter provided, the Issuer or the Guarantor shall pay or shall
deposit with the Trustee a sum sufficient to pay all matured installments of
interest upon all the Securities of such series (or of all the Securities, as
the case may be) and the principal of any and all Securities of each such series
(or of all the Securities, as the case may be) which shall have become due
otherwise than by acceleration (with interest upon such principal and, to the
extent that payment of such interest is enforceable under applicable law, on
overdue installments of interest, at the same rate as the rate of interest or
Yield to Maturity (in the case of Original Issue Discount Securities) specified
in the Securities of each such series (or at the respective rates of interest or
Yields to Maturity of all the Securities, as the case may be) to the date of
such payment or deposit) and such amount as shall be sufficient to cover
reasonable compensation to the Trustee, its agents, attorneys and counsel, and
all other expenses and liabilities incurred, and all advances made, by the
Trustee except as a result of negligence or bad faith, and if any and all Events
of Default under the Indenture, other than the non-payment of the principal of
Securities which shall have become due by acceleration, shall have been cured,
waived or otherwise remedied as provided herein, then and in every such case the
Holders of a majority in aggregate principal amount of all the Securities of
each such series (or of all the Securities, as the case may be) then Outstanding
(in each case treated as one class), by written notice to the Issuer, the
Guarantor and the Trustee, may waive all defaults with respect to each such
series (or with respect to all the Securities, as the case may be) and rescind
and annul such declaration and its consequences, but no such waiver or
rescission and annulment shall extend to or shall affect any subsequent default
or shall impair any right consequent thereon.

      For all purposes under this Indenture, if a portion of the principal of
any Original Issue Discount Securities shall have been accelerated and declared
due


                                       29
<PAGE>

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

      Section 5.02. Collection of Indebtedness by Trustee; Trustee May Prove
Debt. Each of the Issuer and the Guarantor covenants that (a) in case default
shall be made in the payment of any installment of interest on any of the
Securities of any series when such interest shall have become due and payable,
and such default shall have continued for a period of 30 days or (b) in case
default shall be made in the payment of all or any part of the principal of any
of the Securities of any series when the same shall have become due and payable,
and such default shall have continued for a period of 30 days, whether upon
maturity of the Securities of such series or upon any redemption or by
declaration or otherwise -- then upon demand of the Trustee, the Issuer or the
Guarantor, as the case may be, will pay to the Trustee for the benefit of the
Holders of the Securities of such series the whole amount that then shall have
become due and payable on all Securities of such series, and such Coupons, for
principal or interest, as the case may be (with interest to the date of such
payment upon the overdue principal and, to the extent that payment of such
interest is enforceable under applicable law, on overdue installments of
interest at the same rate as the rate of interest or Yield to Maturity (in the
case of Original Issue Discount Securities) specified in the Securities of such
series); and in addition thereto, such further amount as shall be sufficient to
cover the costs and expenses of collection, including reasonable compensation to
the Trustee and each predecessor Trustee, their respective agents, attorneys and
counsel, and any expenses and liabilities incurred, and all advances made, by
the Trustee and each predecessor Trustee except as a result of its negligence or
bad faith.

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

      In case the Issuer or the Guarantor shall fail forthwith to pay such
amounts upon such demand, the Trustee, in its own name and as trustee of an
express trust, shall be entitled and empowered to institute any action or
proceedings at law or in equity for the collection of the sums so due and
unpaid, and may prosecute any such action or proceedings to judgment or final
decree, and may enforce any such judgment or final decree against the Issuer or
the Guarantor or other obligor upon the Securities and collect in the manner
provided by law out of the property of the Issuer or the Guarantor or other
obligor upon the Securities, wherever situated, the monies adjudged or decreed
to be payable.


                                       30
<PAGE>

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

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

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

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


                                       31
<PAGE>

      incurred, and all advances made, by the Trustee and each predecessor
      Trustee except as a result of negligence or bad faith.

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

      All rights of action and of asserting claims under this Indenture, or
under any of the Securities of any series or Coupons appertaining to such
Securities, may be enforced by the Trustee without the possession of any of the
Securities of such series or Coupons appertaining to such Securities or the
production thereof on any trial or other proceedings relative thereto, and any
such action or proceedings instituted by the Trustee shall be brought in its own
name as trustee of an express trust, and any recovery of judgment, subject to
the payment of the expenses, disbursements and compensation of the Trustee, each
predecessor Trustee and their respective agents and attorneys, shall be for the
ratable benefit of the Holders of the Securities or Coupons appertaining to such
Securities in respect of which such action was taken.

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

      Section 5.03. Application of Proceeds. Any monies collected by the Trustee
pursuant to this Article in respect of any series shall be applied in the
following order at the date or dates fixed by the Trustee and, in case of the
distribution of such monies on account of principal or interest, upon
presentation of the several Securities and Coupons appertaining to such
Securities in respect of which monies have been collected and stamping (or
otherwise noting) thereon the payment, or issuing Securities of such series in
reduced principal amounts in exchange for the presented Securities of like
series if only partially paid, or upon surrender thereof if fully paid:

      First:  To the payment of costs and expenses applicable to such series in
              respect of which monies have been collected, including reasonable
              compensation to the Trustee and each predecessor Trustee and their
              respective agents and attorneys and of all expenses and
              liabilities incurred, and all advances made, by the


                                       32
<PAGE>

              Trustee and each predecessor Trustee except as a result of
              negligence or bad faith;


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

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

      Fourth: To the payment of the remainder, if any, to the Issuer, the
              Guarantor or any other Person lawfully entitled thereto.

      Section 5.04. Suits for Enforcement. In case an Event of Default has
occurred, has not been waived and is continuing, the Trustee may in its
discretion proceed to protect and enforce the rights vested in it by this
Indenture by such appropriate judicial proceedings as the Trustee shall deem
most effectual to protect and enforce any of such rights, either at law or in
equity or in bankruptcy or otherwise, whether for the specific enforcement of
any covenant or agreement contained in this Indenture or in aid of the exercise
of any power granted in this


                                       33
<PAGE>

Indenture or to enforce any other legal or equitable right vested in the Trustee
by this Indenture or by law.

      Section 5.05. Restoration of Rights on Abandonment of Proceedings. In case
the Trustee shall have proceeded to enforce any right under this Indenture and
such proceedings shall have been discontinued or abandoned for any reason, or
shall have been determined adversely to the Trustee, then and in every such case
the Issuer and the Trustee shall be restored respectively to their former
positions and rights hereunder, and all rights, remedies and powers of the
Issuer, the Guarantor, the Trustee and the Securityholders shall continue as
though no such proceedings had been taken.

      Section 5.06. Limitations on Suits by Securityholders. No Holder of any
Security of any series or of any Coupon appertaining thereto shall have any
right by virtue or by availing of any provision of this Indenture to institute
any action or proceeding at law or in equity or in bankruptcy or otherwise upon
or under or with respect to this Indenture, or for the appointment of a trustee,
receiver, liquidator, custodian or other similar official or for any other
remedy hereunder, unless such Holder previously shall have given to the Trustee
written notice of default and of the continuance thereof, as hereinbefore
provided, and unless also the Holders of not less than 25% in aggregate
principal amount of the Securities of each affected series then Outstanding
(treated as a single class) shall have made written request upon the Trustee to
institute such action or proceedings in its own name as trustee hereunder and
shall have offered to the Trustee such reasonable indemnity as it may require
against the costs, expenses and liabilities to be incurred therein or thereby
and the Trustee for 60 days after its receipt of such notice, request and offer
of indemnity shall have failed to institute any such action or proceeding and no
direction inconsistent with such written request shall have been given to the
Trustee pursuant to Section 5.09; it being understood and intended, and being
expressly covenanted by the taker and Holder of every Security or Coupon with
every other taker and Holder and the Trustee, that no one or more Holders of
Securities of any series or Coupons appertaining to such Securities shall have
any right in any manner whatever by virtue or by availing of any provision of
this Indenture to affect, disturb or prejudice the rights of any other such
Holder of Securities or Coupons appertaining to such Securities, or to obtain or
seek to obtain priority over or preference to any other such Holder or to
enforce any right under this Indenture, except in the manner herein provided and
for the equal, ratable and common benefit of all Holders of Securities of the
applicable series and Coupons appertaining to such Securities. For the
protection and enforcement of the provisions of this Section, each and every
Securityholder and the Trustee shall be entitled to such relief as can be given
either at law or in equity.

      Section 5.07. Unconditional Right of Securityholders to Institute Certain
Suits. Notwithstanding any other provision in this Indenture and any provision
of any Security, the right of any Holder of any Security or Coupon to receive


                                       34
<PAGE>

payment of the principal of and interest on such Security or Coupon on or after
the respective due dates expressed in such Security or Coupon, or to institute
suit for the enforcement of any such payment on or after such respective dates,
shall not be impaired or affected without the consent of such Holder.

      Section 5.08. Powers and Remedies Cumulative; Delay or Omission Not Waiver
of Default. Except as provided in Section 5.06, no right or remedy herein
conferred upon or reserved to the Trustee or to the Holders of 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.

      No delay or omission of the Trustee or of any Holder of Securities or
Coupons to exercise any right or power accruing upon any Event of Default
occurring and continuing as aforesaid shall impair any such right or power or
shall be construed to be a waiver of any such Event of Default or an
acquiescence therein; and, subject to Section 5.06, every power and remedy given
by this Indenture or by law to the Trustee or to the Holders of Securities or
Coupons may be exercised from time to time, and as often as shall be deemed
expedient, by the Trustee or by the Holders of Securities or Coupons.

      Section 5.09. Control by Holders of Securities. The Holders of a majority
in aggregate principal amount of the Securities of each series affected (with
all such series voting as a single class) at the time Outstanding shall have the
right to direct the time, method, and place of conducting any proceeding for any
remedy available to the Trustee, or exercising any trust or power conferred on
the Trustee with respect to the Securities of such series by this Indenture;
provided that such direction shall not be otherwise than in accordance with law
and the provisions of this Indenture and provided further that (subject to the
provisions of Section 6.01) the Trustee shall have the right to decline to
follow any such direction if the Trustee, being advised by counsel, shall
determine that the action or proceeding so directed may not lawfully be taken or
if the Trustee in good faith by its Board, the executive committee, or a trust
committee of directors or Responsible Officers of the Trustee shall determine
that the action or proceedings so directed would involve the Trustee in personal
liability or if the Trustee in good faith shall so determine that the actions or
forebearances specified in or pursuant to such direction would be unduly
prejudicial to the interests of Holders of the Securities of all series so
affected not joining in the giving of said direction, it being understood that
(subject to Section 6.01) the Trustee shall have no duty to ascertain whether or
not such actions or forebearances are unduly prejudicial to such Holders.


                                       35
<PAGE>

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

      Section 5.10. Waiver of Past Defaults. Prior to the acceleration of the
maturity of any Securities as provided in Section 5.01, the Holders of a
majority in aggregate principal amount of the Securities of all series at the
time Outstanding with respect to which an Event of Default shall have occurred
and be continuing (voting as a single class) may on behalf of the Holders of all
such Securities waive any past default or Event of Default described in Section
5.01 and its consequences, except a default in respect of a covenant or
provision hereof which cannot be modified or amended without the consent of the
Holder of each Security affected. In the case of any such waiver, the Issuer,
the Guarantor, the Trustee and the Holders of all such Securities shall be
restored to their former positions and rights hereunder, respectively; but no
such waiver shall extend to any subsequent or other default or impair any right
consequent thereon.

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

      Section 5.11. Trustee to Give Notice of Default; But May Withhold in
Certain Circumstances. The Trustee shall, within ninety days after the
occurrence of a default with respect to the Securities of any series, give
notice of all defaults with respect to that series known to the Trustee (i) if
any Bearer Securities of a series affected are then Outstanding, to the Holders
thereof, (A) by mail to such Holders who have filed their names and addresses
with the Trustee within the two years preceding the notice at such addresses as
were so furnished to the Trustee and (B) either through the customary notice
provisions of the clearing system or systems through which beneficial interests
in such Bearer Securities are owned if such Bearer Securities are held only in
global form or by publication at least once in an Authorized Newspaper in the
Borough of Manhattan, The City of New York, and at least once in an Authorized
Newspaper in London (and, if required by Section 3.06, at least once in an
Authorized Newspaper in Luxembourg), and (ii) if any Registered Securities of a
series affected are then Outstanding, by mailing notice to the Holders of then
Outstanding Registered Securities of each series affected at their addresses as
they shall appear on the registry books, unless in each case such defaults shall
have been cured before the mailing or publication of such notice (the term
"defaults" for the purpose of this Section being hereby defined to mean any
event or condition which is, or with notice or lapse of time or both would
become, an Event of Default); provided that, except in the case of default in
the payment of the principal of or interest on any of the Securities of such
series, or in the payment of any sinking fund installment on such series, the
Trustee shall be


                                       36
<PAGE>

protected in withholding such notice if and so long as the board of directors,
the executive committee, or a trust committee of directors or trustees and/or
Responsible Officers of the Trustee in good faith determines that the
withholding of such notice is in the interests of the Securityholders of such
series.

      Section 5.12. Right of Court to Require Filing of Undertaking to Pay
Costs. All parties to this Indenture agree, and each Holder of any Security or
Coupon by his acceptance thereof shall be deemed to have agreed, that any court
may in its discretion require, in any suit for the enforcement of any right or
remedy under this Indenture or in any suit against the Trustee for any action
taken, suffered or omitted by it as Trustee, the filing by any party litigant in
such suit of an undertaking to pay the costs of such suit, and that such court
may in its discretion assess reasonable costs, including reasonable attorneys'
fees, against any party litigant in such suit, having due regard to the merits
and good faith of the claims or defenses made by such party litigant; but the
provisions of this Section shall not apply to any suit instituted by the
Trustee, to any suit instituted by any Securityholder or group of
Securityholders of any series holding in the aggregate more than 10% in
aggregate principal amount of the Securities of such series, or, in the case of
any suit relating to or arising under clause 5.01(b) or 5.01(e) (if the suit
relates to Securities of more than one but less than all series), 10% in
aggregate principal amount of Securities then Outstanding and affected thereby,
or in the case of any suit relating to or arising under clause 5.01(b) or
5.01(e) (if the suit under clause 5.01(b) or 5.01(e) relates to all the
Securities then Outstanding), 5.01(c) or 5.01(d), 10% in aggregate principal
amount of all Securities then Outstanding, or to any suit instituted by any
Securityholder for the enforcement of the payment of the principal of or
interest on any Security on or after the due date expressed in such Security or
any date fixed for redemption.

                                    ARTICLE 6
                             CONCERNING THE TRUSTEE

      Section 6.01. Duties and Responsibilities of the Trustee; During Default;
Prior to Default. With respect to the Holders of any series of Securities
issued hereunder, the Trustee, prior to the occurrence of an Event of Default
with respect to the Securities of a particular series and after the curing or
waiving of all Events of Default which may have occurred with respect to such
series, undertakes to perform such duties and only such duties as are
specifically set forth in this Indenture. In case an Event of Default with
respect to the Securities of a series has occurred (which has not been cured or
waived) the Trustee shall exercise with respect to such series of Securities
such of the rights and powers vested in it by this Indenture, and use the same
degree of care and skill in their exercise, as a prudent person would exercise
or use under the circumstances in the conduct of his or her own affairs.


                                       37
<PAGE>

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

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

            (i) the duties and obligations of the Trustee with respect to the
      Securities of any series shall be determined solely by the express
      provisions of this Indenture, and the Trustee shall not be liable except
      for the performance of such duties and obligations as are specifically set
      forth in this Indenture, and no implied covenants or obligations shall be
      read into this Indenture against the Trustee; and

            (ii) in the absence of bad faith on the part of the Trustee, the
      Trustee may conclusively rely, as to the truth of the statements and the
      correctness of the opinions expressed therein, upon any statements,
      certificates or opinions furnished to the Trustee and conforming to the
      requirements of this Indenture; but in the case of any such statements,
      certificates or opinions which by any provision hereof are specifically
      required to be furnished to the Trustee, the Trustee shall be under a duty
      to examine the same to determine whether or not they conform to the
      requirements of this Indenture;

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

      (c) the Trustee shall not be liable with respect to any action taken or
omitted to be taken by it in good faith in accordance with the direction of the
Holders pursuant to Section 5.09 relating to the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or exercising
any trust or power conferred upon the Trustee, under this Indenture.

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

      The provisions of this Section 6.01 are in furtherance of and subject to
Section 315 of the Trust Indenture Act of 1939.


                                       38
<PAGE>

      Section 6.02. Certain Rights of the Trustee. In furtherance of and subject
to the Trust Indenture Act of 1939, and subject to Section 6.01:

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

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

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

      (d) the Trustee shall be under no obligation to exercise any of the trusts
or powers vested in it by this Indenture at the request, order or direction of
any of the Securityholders pursuant to the provisions of this Indenture, unless
such Securityholders shall have offered to the Trustee reasonable security or
indemnity against the costs, expenses and liabilities which might be incurred
therein or thereby;

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

      (f) prior to the occurrence of an Event of Default hereunder and after the
curing or waiving of all Events of Default, the Trustee shall not be bound to
make any investigation into the facts or matters stated in any resolution,
certificate, statement, instrument, opinion, report, notice, request, consent,
order, approval, appraisal, bond, debenture, note, coupon, security, or other
paper or document unless requested in writing so to do by the Holders of not
less than a majority in aggregate principal amount of the Securities of all
series affected then Outstanding; provided that, if the payment within a
reasonable time to the Trustee of the costs, expenses or liabilities likely to
be incurred by it in the making of such investigation is, in the opinion of the
Trustee, not reasonably assured to the Trustee by the security afforded to it by
the terms of this Indenture, the Trustee


                                       39
<PAGE>

may require reasonable indemnity against such expenses or liabilities as a
condition to proceeding; the reasonable expenses of every such investigation
shall be paid by the Issuer or the Guarantor or, if paid by the Trustee or any
predecessor Trustee, shall be repaid by the Issuer or the Guarantor upon demand;
and

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

      Section 6.03. Trustee Not Responsible for Recitals, Disposition of
Securities or Application of Proceeds Thereof. The recitals contained herein and
in the Securities, except the Trustee's certificates of authentication, shall be
taken as the statements of the Issuer or the Guarantor, as the case may be, and
the Trustee assumes no responsibility for the correctness of the same. The
Trustee makes no representation as to the validity or sufficiency of this
Indenture or of the Securities or Coupons. The Trustee shall not be accountable
for the use or application by the Issuer of any of the Securities or of the
proceeds thereof.

      Section 6.04. Trustee and Agents May Hold Securities or Coupons;
Collections, Etc. The Trustee or any agent of the Issuer, the Guarantor or the
Trustee, in its individual or any other capacity, may become the owner or
pledgee of Securities or Coupons with the same rights it would have if it were
not the Trustee or such agent and may otherwise deal with the Issuer or the
Guarantor and receive, collect, hold and retain collections from the Issuer or
the Guarantor with the same rights it would have if it were not the Trustee or
such agent.

      Section 6.05. Monies Held by Trustee. Subject to the provisions of Section
10.04 hereof, all monies received by the Trustee shall, until used or applied as
herein provided, be held in trust for the purposes for which they were received,
but need not be segregated from other funds except to the extent required by
mandatory provisions of law. Neither the Trustee nor any agent of the Issuer or
the Trustee shall be under any liability for interest on any monies received by
it hereunder.

      Section 6.06. Compensation and Indemnification of Trustee and Its Prior
Claim. Each of the Issuer and the Guarantor covenants and agrees to pay (without
duplication) to the Trustee from time to time, and the Trustee shall be entitled
to, reasonable compensation (which shall not be limited by any provision of law
in regard to the compensation of a trustee of an express trust) and each of the
Issuer and the Guarantor covenants and agrees to pay or reimburse the Trustee
and each predecessor Trustee upon its request for all reasonable expenses,
disbursements and advances incurred or made by or on behalf of it in accordance
with any of the provisions of this Indenture (including the reasonable
compensation and the


                                       40
<PAGE>

expenses and disbursements of its counsel and of all agents and other Persons
not regularly in its employ) except any such expense, disbursement or advance as
may arise from its negligence or bad faith. The Issuer and the Guarantor each
also covenants to indemnify the Trustee and each predecessor Trustee for, and to
hold it harmless against, any loss, liability or expense incurred without
negligence or bad faith on its part, arising out of or in connection with the
acceptance or administration of this Indenture or the trusts hereunder and its
duties hereunder, including the costs and expenses of defending itself against
or investigating any claim of liability in the premises. The obligations of the
Issuer and the Guarantor under this Section to compensate and indemnify the
Trustee and each predecessor Trustee and to pay or reimburse the Trustee and
each predecessor Trustee for expenses, disbursements and advances shall
constitute additional indebtedness hereunder and shall survive the satisfaction
and discharge of this Indenture. Such additional indebtedness shall be a senior
claim to that of the Securities upon all property and funds held or collected by
the Trustee as such, except funds held in trust for the benefit of the Holders
of particular Securities or Coupons, and the Securities are hereby subordinated
to such senior claim.

      Section 6.07. Right of Trustee to Rely on Officer's Certificate, Etc.
Subject to Section 6.01 and 6.02, whenever in the administration of the trusts
of this Indenture the Trustee shall deem it necessary or desirable that a matter
be proved or established prior to taking or suffering or omitting any action
hereunder, such matter (unless other evidence in respect thereof be herein
specifically prescribed) may, in the absence of negligence or bad faith on the
part of the Trustee, be deemed to be conclusively proved and established by an
Officer's Certificate delivered to the Trustee, and such certificate, in the
absence of negligence or bad faith on the part of the Trustee, shall be full
warrant to the Trustee for any action taken, suffered or omitted by it under the
provisions of this Indenture upon the faith thereof.

      Section 6.08. Intentionally Left Blank.

      Section 6.09. Persons Eligible for Appointment as Trustee. The Trustee for
each series of Securities hereunder shall at all times be a corporation
organized and doing business under the laws of the United States of America or
of any State or the District of Columbia having a combined capital and surplus
of at least $5,000,000, and which is authorized under such laws to exercise
corporate trust powers and is subject to supervision or examination by Federal,
State or District of Columbia authority. Such corporation shall have its
principal place of business in the Borough of Manhattan, The City of New York or
the City of Chicago if there be such a corporation in such location willing to
act upon reasonable and customary terms and conditions. If such corporation
publishes reports of condition at least annually, pursuant to law or to the
requirements of the aforesaid supervising or examining authority, then for the
purposes of this Section, the combined capital and surplus of such corporation
shall be deemed to be its combined capital and surplus as set forth in its most
recent report of


                                       41
<PAGE>

condition so published. In case at any time the Trustee shall cease to be
eligible in accordance with the provisions of this Section, the Trustee shall
resign immediately in the manner and with the effect specified in Section 6.10.

      The provisions of this Section 6.09 are in furtherance of and subject to
Section 310(a) of the Trust Indenture Act of 1939.

      Section 6.10. Resignation and Removal; Appointment of Successor Trustee.

      (a) The Trustee, or any trustee or trustees hereafter appointed, may at
any time resign with respect to one or more or all series of Securities by
giving written notice of resignation to the Issuer and the Guarantor and (i) if
any Bearer Securities of a series affected are then Outstanding, by giving
notice of such resignation to the Holders thereof (A) by mail to such Holders
who have filed their names and addresses with the Trustee within the two years
preceding the notice at such addresses as were so furnished to the Trustee and
(B) either through the customary notice provisions of the clearing system or
systems through which beneficial interests in such Bearer Securities are owned
if such Bearer Securities are held only in global form or by publication at
least once in an Authorized Newspaper in the Borough of Manhattan, The City of
New York, and at least once in an Authorized Newspaper in London (and, if
required by Section 3.06, at least once in an Authorized Newspaper in
Luxembourg), and (ii) if any Registered Securities of a series affected are then
Outstanding, by mailing notice of such resignation to the Holders of then
Outstanding Registered Securities of each series affected at their addresses as
they shall appear on the registry books. Upon receiving such notice of
resignation, the Issuer or the Guarantor shall promptly appoint a successor
trustee or trustees with respect to the applicable series by written instrument
in duplicate, executed by authority of its board of directors, one copy of which
instrument shall be delivered to the resigning Trustee and one copy to the
successor trustee or trustees. If no successor trustee shall have been so
appointed with respect to any series and have accepted appointment within 30
days after the mailing of such notice of resignation, the resigning trustee may
petition any court of competent jurisdiction for the appointment of a successor
trustee, or any Securityholder who has been a bona fide Holder of a Security or
Securities of the applicable series for at least six months may, subject to the
provisions of Section 5.12, on behalf of himself and all others similarly
situated, petition any such court for the appointment of a successor trustee.
Such court may thereupon, after such notice, if any, as it may deem proper and
prescribe, appoint a successor trustee.

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

            (i) the Trustee shall fail to comply with the provisions of Section
      310(b) of the Trust Indenture Act of 1939 with respect to any series of
      Securities after written request therefor by the Issuer, the


                                       42
<PAGE>

      Guarantor or by any Securityholder who has been a bona fide Holder of a
      Security or Securities of such series for at least six months; or

            (ii) the Trustee shall cease to be eligible in accordance with the
      provisions of Section 6.09 and Section 310(a) of the Trust Indenture Act
      of 1939 and shall fail to resign after written request therefor by the
      Issuer, the Guarantor or by any Securityholder; or

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

then, in any such case, the Issuer or the Guarantor may remove the Trustee with
respect to the applicable series of Securities and appoint a successor trustee
for such series by written instrument, in duplicate, executed by order of the
Board or the Guarantor's Board of Directors, one copy of which instrument shall
be delivered to the Trustee so removed and one copy to the successor trustee,
or, subject to the provisions of Section 315(e) of the Trust Indenture Act of
1939, any Securityholder who has been a bona fide Holder of a Security or
Securities of such series for at least six months may on behalf of himself and
all others similarly situated, petition any court of competent jurisdiction for
the removal of the Trustee and the appointment of a successor trustee with
respect to such series. Such court may thereupon, after such notice, if any, as
it may deem proper and prescribe, remove the Trustee and appoint a successor
trustee.

      (c) The Holders of a majority in aggregate principal amount of the
Securities of each series at the time outstanding may at any time remove the
Trustee with respect to Securities of such series and appoint a successor
trustee with respect to the Securities of such series by delivering to the
Trustee so removed, to the successor trustee so appointed and to the Issuer the
evidence provided for in Section 7.01 of the action in that regard taken by the
Securityholders.

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

      Section 6.11. Acceptance of Appointment by Successor Trustee. Any
successor trustee appointed as provided in Section 6.10 shall execute and
deliver to the Issuer, the Guarantor and to its predecessor trustee an
instrument accepting such appointment hereunder, and thereupon the resignation
or removal of the predecessor trustee with respect to all or any applicable
series shall become


                                       43
<PAGE>

effective and such successor trustee, without any further act, deed or
conveyance, shall become vested with all rights, powers, duties and obligations
with respect to such series of its predecessor hereunder, with like effect as if
originally named as trustee for such series hereunder; but, nevertheless, on the
written request of the Issuer, the Guarantor or of the successor trustee, upon
payment of its charges then unpaid, the trustee ceasing to act shall, subject to
Section 10.04, pay over to the successor trustee all monies at the time held by
it hereunder and shall execute and deliver an instrument transferring to such
successor trustee all such rights, powers, duties and obligations. Upon request
of any such successor trustee, the Issuer or the Guarantor shall execute any and
all instruments in writing for more fully and certainly vesting in and
confirming to such successor trustee all such rights and powers. Any trustee
ceasing to act shall, nevertheless, retain a prior claim upon all property or
funds held or collected by such trustee to secure any amounts then due it
pursuant to the provisions of Section 6.06.

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

      No successor trustee with respect to any series of Securities shall accept
appointment as provided in this Section 6.11 unless at the time of such
acceptance such successor trustee shall be qualified under Section 310(b) of the
Trust Indenture Act of 1939 and eligible under the provisions of Section 6.09.

      Upon acceptance of appointment by any successor trustee as provided in
this Section 6.11, the Issuer or the Guarantor shall give notice thereof (i) if
any Bearer Securities of a series affected are then Outstanding, to the Holders
thereof, (A) by mail to such Holders who have filed their names and addresses
with the Trustee within the two years preceding the notice at such addresses as
were so furnished to the Trustee and (B) either through the customary notice
provisions of the clearing system or systems through which beneficial interests
in such Bearer Securities are owned if such Bearer Securities are held only in
global form or by publication at least once in an Authorized Newspaper in the
Borough of Manhattan, The City of New York and at least once in an Authorized
Newspaper in London (and, if required by Section 3.06, at least once in an
Authorized Newspaper in Luxembourg), and (ii) if any Registered Securities of a
series


                                       44
<PAGE>

affected are then Outstanding, by mailing notice to the Holders of then
Outstanding Registered Securities of each series affected at their addresses as
they shall appear on the registry books. If the acceptance of appointment is
substantially contemporaneous with the resignation, then the notice called for
by the preceding sentence may be combined with the notice called for by Section
6.10. If the Issuer or the Guarantor fails to give such notice within ten days
after acceptance of appointment by the successor trustee, the successor trustee
shall cause such notice to be given at the expense of the Issuer or the
Guarantor.

      Section 6.12. Merger, Conversion, Consolidation or Succession to Business
of Trustee. Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all of the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder,
provided that such corporation shall be qualified under Section 310(b) of the
Trust Indenture Act of 1939 and eligible under the provisions of Section 6.09,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto, anything herein to the contrary notwithstanding.

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

      Section 6.13. Appointment of Authenticating Agent. As long as any
Securities of a series remain Outstanding, the Trustee may, by an instrument in
writing, appoint with the approval of the Issuer and the Guarantor an
authenticating agent (the "Authenticating Agent") which shall be authorized to
act on behalf of the Trustee to authenticate Securities, including Securities
issued upon exchange, registration of transfer, partial redemption or pursuant
to Section 2.09. Securities of each such series authenticated by such
Authenticating Agent shall be entitled to the benefits of this Indenture and
shall be valid and obligatory for all purposes as if authenticated by the
Trustee. Whenever reference is made in this Indenture to the authentication and
delivery of Securities of any series by the Trustee or to the Trustee's
Certificate of Authentication, such reference shall be deemed to include
authentication and delivery on behalf of the Trustee by an


                                       45
<PAGE>

Authenticating Agent for such series and a Certificate of Authentication
executed on behalf of the Trustee by such Authenticating Agent. Such
Authenticating Agent shall at all times be a corporation organized and doing
business under the laws of the United States of America or of any State,
authorized under such laws to exercise corporate trust powers, having a combined
capital and surplus of at least $5,000,000 (determined as provided in Section
6.09 with respect to the Trustee) and subject to supervision or examination by
Federal or State authority.

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

      Upon receiving such a notice of resignation or upon such a termination, or
in case at any time any Authenticating Agent shall cease to be eligible in
accordance with the provisions of this Section 6.13 with respect to one or more
series of Securities, the Trustee shall upon receipt of an Issuer Order or a
Guarantor Order appoint a successor Authenticating Agent and the Issuer or the
Guarantor shall provide notice of such appointment to all Holders of Securities
of such series in the manner and to the extent provided in Section 11.04. Any
successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all rights, powers, duties and responsibilities of its
predecessor hereunder, with like effect as if originally named as Authenticating
Agent. The Issuer and the Guarantor (without duplication) each agrees to pay to
the Authenticating Agent for such series from time to time reasonable
compensation. The Authenticating Agent for the Securities of any series shall
have no responsibility or liability for any action taken by it as such at the
direction of the Trustee.

      Section 6.02, 6.03, 6.04, 6.06, 6.09 and 7.03 shall be applicable to any
Authenticating Agent.

                                    ARTICLE 7
                         CONCERNING THE SECURITYHOLDERS

      Section 7.01. Evidence of Action Taken by Securityholders. Any request,
demand, authorization, direction, notice, consent, waiver or other action
provided by this Indenture to be given or taken by a specified percentage in
principal amount of the Securityholders of any or all series may be embodied in
and


                                       46
<PAGE>

evidenced by one or more instruments of substantially similar tenor signed by
such specified percentage of Securityholders in person or by agent duly
appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments are delivered
to the Trustee. Proof of execution of any instrument or of a writing appointing
any such agent shall be sufficient for any purpose of this Indenture and
(subject to Sections 6.01 and 6.02) conclusive in favor of the Trustee and the
Issuer, if made in the manner provided in this Article.

      Section 7.02. Proof of Execution of Instruments and of Holding of
Securities. Subject to Sections 6.01 and 6.02, the execution of any instrument
by a Securityholder or his agent or proxy may be proved in the following manner:

      (a) The fact and date of the execution by any Holder of any instrument may
be proved by the certificate of any notary public or other officer of any
jurisdiction authorized to take acknowledgments of deeds or administer oaths
that the person executing such instruments acknowledged to him the execution
thereof, or by an affidavit of a witness to such execution sworn to before any
such notary or other such officer. Where such execution is by or on behalf of
any legal entity other than an individual, such certificate or affidavit shall
also constitute sufficient proof of the authority of the person executing the
same. The fact of the holding by any Holder of an Bearer Security of any series,
and the identifying number of such Security and the date of his holding the
same, may be proved by the production of such Security or by a certificate
executed by any trust company, bank, banker or recognized securities dealer
wherever situated satisfactory to the Trustee, if such certificate shall be
deemed by the Trustee to be satisfactory. Each such certificate shall be dated
and shall state that on the date thereof a Security of such series bearing a
specified identifying number was deposited with or exhibited to such trust
company, bank, banker or recognized securities dealer by the Person named in
such certificate.

      Any such certificate may be issued in respect of one or more Bearer
Securities of one or more series specified therein. The holding by the Person
named in any such certificate of any Bearer Securities of any series specified
therein shall be presumed to continue for a period of one year from the date of
such certificate unless at the time of any determination of such holding (1)
another certificate bearing a later date issued in respect of the same
Securities shall be produced, or (2) the Security of such series specified in
such certificate shall be produced by some other Person, or (3) the Security of
such series specified in such certificate shall have ceased to be Outstanding.
Subject to Sections 6.01 and 6.02, the fact and date of the execution of any
such instrument and the amount and numbers of Securities of any series held by
the Person so executing such instrument and the amount and numbers of any
Security or Securities for such series may also be proven in accordance with
such reasonable rules and regulations as may be prescribed by the Trustee for
such series or in any other manner which the Trustee for such series may deem
sufficient.


                                       47
<PAGE>

      (b) In the case of Registered Securities, the ownership of such Securities
shall be proved by the Security register or by a certificate of the Security
registrar.

      The Issuer may set a record date for purposes of determining the identity
of Holders of Registered Securities of any series entitled to vote or consent to
any action referred to in Section 7.01, which record date may be set at any time
or from time to time by notice to the Trustee, for any date or dates (in the
case of any adjournment or reconsideration) not more than 60 days nor less than
five days prior to the proposed date of such vote or consent, and thereafter,
notwithstanding any other provisions hereof, with respect to Registered
Securities of any series, only Holders of Registered Securities of such series
of record on such record date shall be entitled to so vote or give such consent
or revoke such vote or consent.

      Section 7.03. Holders to Be Treated as Owners. The Issuer, the Guarantor,
the Trustee and any agent of the Issuer, the Guarantor or the Trustee may deem
and treat the Person in whose name any Security shall be registered upon the
Security register for such series as the absolute owner of such Security
(whether or not such Security shall be overdue and notwithstanding any notation
of ownership or other writing thereon) for the purpose of receiving payment of
or on account of the principal of and, subject to the provisions of this
Indenture, interest on such Security and for all other purposes; and none of the
Issuer, the Guarantor, the Trustee or any agent of the Issuer, the Guarantor or
the Trustee shall be affected by any notice to the contrary. The Issuer, the
Guarantor, the Trustee and any agent of the Issuer, the Guarantor or the Trustee
may treat the Holder of any Bearer Security and the Holder of any Coupon as the
absolute owner of such Bearer Security or Coupon (whether or not such Bearer
Security or Coupon shall be overdue) for the purpose of receiving payment
thereof or on account thereof and for all other purposes and none of the Issuer,
the Guarantor, the Trustee, nor any agent of the Issuer, the Guarantor or the
Trustee shall be affected by any notice to the contrary. All such payments so
made to any such Person, or upon his order, shall be valid, and, to the extent
of the sum or sums so paid, effectual to satisfy and discharge the liability for
monies payable upon any such Bearer Security or Coupon.

      Section 7.04. Securities Owned by Issuer Deemed Not Outstanding. In
determining whether the Holders of the requisite aggregate principal amount of
Outstanding Securities of any or all series have concurred in any direction,
consent or waiver under this Indenture, Securities which are owned by the
Issuer, the Guarantor or any other obligor on the Securities with respect to
which such determination is being made or by any Person directly or indirectly
controlling or controlled by or under direct or indirect common control with the
Issuer, the Guarantor or any other obligor on the Securities with respect to
which such determination is being made shall be disregarded and deemed not to be
Outstanding for the purpose of any such determination, except that for the
purpose of determining whether the Trustee shall be protected in relying on any
such direction, consent or waiver only Securities which the Trustee knows are so


                                       48
<PAGE>

owned shall be so disregarded. Securities so owned which have been pledged in
good faith may be regarded as Outstanding if the pledgee establishes to the
satisfaction of the Trustee the pledgee's right so to act with respect to such
Securities and that the pledgee is not the Issuer, the Guarantor or any other
obligor upon the Securities or any Person directly or indirectly controlling or
controlled by or under direct or indirect common control with the Issuer, the
Guarantor or any other obligor on the Securities. In case of a dispute as to
such right, the advice of counsel shall be full protection in respect of any
decision made by the Trustee in accordance with such advice. Upon request of the
Trustee, the Issuer shall furnish to the Trustee promptly an Officer's
Certificate listing and identifying all Securities, if any, known by the Issuer
to be owned or held by or for the account of any of the above-described Persons;
and, subject to Sections 6.01 and 6.02, the Trustee shall be entitled to accept
such Officer's Certificate as conclusive evidence of the facts therein set forth
and of the fact that all Securities not listed therein are Outstanding for the
purpose of any such determination.

      Section 7.05. Right of Revocation of Action Taken. At any time prior to
(but not after) the evidencing to the Trustee, as provided in Section 7.01, of
the taking of any action by the Holders of the percentage in aggregate principal
amount of the Securities of any or all series, as the case may be, specified in
this Indenture in connection with such action, any Holder of a Security the
serial number of which is shown by the evidence to be included among the serial
numbers of the Securities the Holders of which have consented to such action
may, by filing written notice at the Corporate Trust Office and upon proof of
holding as provided in this Article, revoke such action so far as concerns such
Security. Except as aforesaid any such action taken by the Holder of any
Security shall be conclusive and binding upon such Holder and upon all future
Holders and owners of such Security and of any Securities issued in exchange or
substitution therefor or on registration of transfer thereof, irrespective of
whether or not any notation in regard thereto is made upon any such Security.
Any action taken by the Holders of the percentage in aggregate principal amount
of the Securities of any or all series, as the case may be, specified in this
Indenture in connection with such action shall be conclusively binding upon the
Issuer, the Guarantor, the Trustee and the Holders of all the Securities
affected by such action.

                                    ARTICLE 8
                             SUPPLEMENTAL INDENTURES

      Section 8.01. Supplemental Indentures Without Consent of Securityholders.
The Issuer, when authorized by a resolution of its Board (which resolutions may
provide general terms or parameters for such action and may provide that the
specific terms of such action may be determined in accordance with or pursuant
to an Issuer Order) and the Guarantor, when authorized by a


                                       49
<PAGE>

resolution of the Guarantor's Board of Directors, and the Trustee may from time
to time and at any time enter into an indenture or indentures supplemental
hereto for one or more of the following purposes:

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

      (b) to evidence the succession of another corporation to the Issuer or the
Guarantor, as the case may be, or successive successions, and the assumption by
the successor corporation of the covenants, agreements and obligations of the
Issuer or the Guarantor, as the case may be, pursuant to Article 9;

      (c) to add to the covenants of the Issuer or the Guarantor, as the case
may be, such further covenants, restrictions, conditions or provisions as the
Issuer or the Guarantor, as the case may be, and the Trustee shall consider to
be for the protection of the Holders of Securities or Coupons, and to make the
occurrence, or the occurrence and continuance, of a default in any such
additional covenants, restrictions, conditions or provisions an Event of Default
permitting the enforcement of all or any of the several remedies provided in
this Indenture as herein set forth; provided, that in respect of any such
additional covenant, restriction, condition or provision such supplemental
indenture may provide for a particular period of grace after default (which
period may be shorter or longer than that allowed in the case of other defaults)
or may provide for an immediate enforcement upon such an Event of Default or may
limit the remedies available to the Trustee upon such an Event of Default or may
limit the right of the Holders of a majority in aggregate principal amount of
the Securities of such series to waive such an Event of Default;

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

      (e) to establish the forms or terms of Securities of any series or of the
Coupons appertaining to such Securities as permitted by Section 2.01 and Section
2.03;

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


                                       50
<PAGE>

      (g) to evidence the assumption by the Guarantor of all of the rights and
obligations of the Issuer hereunder with respect to a series of Securities and
under the Securities of such series and the release of the Issuer from its
liabilities hereunder and under such Securities as obligor on the Securities of
such series, all as provided in Section 13.07 hereof.

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

      Any supplemental indenture authorized by the provisions of this Section
may be executed without the consent of the Holders of any of the Securities at
the time outstanding, notwithstanding any of the provisions of Section 8.02.

      Section 8.02. Supplemental Indentures with Consent of Securityholders.
With the consent (evidenced as provided in Article 7) of the Holders of not less
than a majority in aggregate principal amount of the Securities at the time
Outstanding of all series affected by such supplemental indenture (voting as one
class), the Issuer, when authorized by a resolution of its Board, and the
Guarantor, when authorized by a resolution of the Guarantor's Board of Directors
(which resolutions may provide general terms or parameters for such action and
may provide that the specific terms of such action may be determined in
accordance with or pursuant to an Issuer Order or a Guarantor Order, as the case
may be), and the Trustee may, from time to time and at any time, enter into an
indenture or indentures supplemental hereto for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Indenture or of any supplemental indenture or of modifying in any manner
the rights of the Holders of the Securities of each such series or of the
Coupons appertaining to such Securities; provided, that no such supplemental
indenture shall (a) (i) extend the final maturity of any Security, (ii) reduce
the principal amount thereof, (iii) reduce the rate or extend the time of
payment of interest thereon, (iv) reduce any amount payable on redemption
thereof, (v) make the principal thereof (including any amount in respect of
original issue discount), or interest thereon payable in any coin or currency
other than that provided in the Securities and Coupons or in accordance with the
terms thereof, (vi) modify or amend any provisions for converting any currency
into any other currency as provided in the Securities or Coupons or in
accordance with the terms thereof, (vii) reduce the amount of the principal of
an Original Issue Discount Security that would be due and payable upon an
acceleration of the maturity thereof pursuant to Section 5.01 or the amount
thereof provable in bankruptcy pursuant to Section 5.02, (viii) modify or amend
any provisions relating to the conversion or exchange of the Securities or
Coupons for securities of the Issuer or the Guarantor or of other entities or
other


                                       51
<PAGE>

property (or the cash value thereof), including the determination of the amount
of securities or other property (or cash) into which the Securities shall be
converted or exchanged, other than as provided in the antidilution provisions or
other similar adjustment provisions of the Securities or Coupons or otherwise in
accordance with the terms thereof, (ix) alter the provisions of Section 11.11 or
Section 11.13 or impair or affect the right of any Securityholder to institute
suit for the payment thereof or, if the Securities provide therefor, any right
of repayment at the option of the Securityholder, in each case without the
consent of the Holder of each Security so affected, or (b) reduce the aforesaid
percentage of Securities of any series, the consent of the Holders of which is
required for any such supplemental indenture, without the consent of the Holders
of each Security so affected.

      A supplemental indenture which changes or eliminates any covenant or other
provision of this Indenture which has expressly been included solely for the
benefit of one or more particular series of Securities, or which modifies the
rights of Holders of Securities of such series, or of Coupons appertaining to
such Securities, with respect to such covenant or provision, shall be deemed not
to affect the rights under this Indenture of the Holders of Securities of any
other series or of the Coupons appertaining to such Securities.

      Upon the request of the Issuer, accompanied by a copy of a resolution of
the Board (which resolution may provide general terms or parameters for such
action and may provide that the specific terms of such action may be determined
in accordance with or pursuant to an Issuer Order) certified by the secretary or
an assistant secretary of the Issuer authorizing the execution of any such
supplemental indenture, and upon the filing with the Trustee of evidence of the
consent of the Holders of the Securities as aforesaid and other documents, if
any required by Section 7.01, the Trustee shall join with the Issuer and the
Guarantor in the execution of such supplemental indenture unless such
supplemental indenture affects the Trustee's own rights, duties or immunities
under this Indenture or otherwise, in which case the Trustee may in its
discretion, but shall not be obligated to, enter into such supplemental
indenture.

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

      Promptly after the execution by the Issuer, the Guarantor and the Trustee
of any supplemental indenture pursuant to the provisions of this Section, the
Trustee shall give notice thereof (i) if any Bearer Securities of a series
affected are then Outstanding, to the Holders thereof, (A) by mail to such
Holders who have filed their names and addresses with the Trustee within the two
years preceding the notice at such addresses as were so furnished to the Trustee
and (B) either through the customary notice provisions of the clearing system or
systems through which beneficial interests in such Bearer Securities are owned
if such Bearer Securities are held only in global form or by publication at
least once in an


                                       52
<PAGE>

Authorized Newspaper in the Borough of Manhattan, The City of New York, and at
least once in an Authorized Newspaper in London (and, if required by Section
3.06, at least once in an Authorized Newspaper in Luxembourg), (ii) if any
Registered Securities of a series affected are then Outstanding, by mailing
notice thereof by first class mail to the Holders of then Outstanding Registered
Securities of each series affected at their addresses as they shall appear on
the registry books, and in each case such notice shall set forth in general
terms the substance of such supplemental indenture. Any failure of the Trustee
to give such notice, or any defect therein, shall not, however, in any way
impair or affect the validity of any such supplemental indenture.

      Section 8.03. Effect of Supplemental Indenture. Upon the execution of any
supplemental indenture pursuant to the provisions hereof, this Indenture shall
be and be deemed to be modified and amended in accordance therewith and the
respective rights, limitations of rights, obligations, duties and immunities
under this Indenture of the Trustee, the Issuer, the Guarantor and the Holders
of Securities of each series affected thereby shall thereafter be determined,
exercised and enforced hereunder subject in all respects to such modifications
and amendments, and all the terms and conditions of any such supplemental
indenture shall be and be deemed to be part of the terms and conditions of this
Indenture for any and all purposes.

      Section 8.04. Documents to Be Given to Trustee. The Trustee, subject to
the provisions of Sections 6.01 and 6.02, may receive an Officer's Certificate,
a Guarantor's Officers' Certificate and an Opinion of Counsel as conclusive
evidence that any supplemental indenture executed pursuant to this Article 8
complies with the applicable provisions of this Indenture.

      Section 8.05. Notation on Securities in Respect of Supplemental
Indentures. Securities of any series authenticated and delivered after the
execution of any supplemental indenture pursuant to the provisions of this
Article may bear a notation in form approved by the Trustee for such series as
to any matter provided for by such supplemental indenture or as to any action
taken by Securityholders. If the Issuer or the Trustee shall so determine, new
Securities of any series so modified as to conform, in the opinion of the
Trustee and the Board, to any modification of this Indenture contained in any
such supplemental indenture may be prepared by the Issuer, authenticated by the
Trustee and delivered in exchange for the Securities of such series then
Outstanding.

                                    ARTICLE 9
                    CONSOLIDATION, MERGER, SALE OR CONVEYANCE

      Section 9.01. Covenant of the Issuer Not to Merge, Consolidate, Sell or
Convey Property Except Under Certain Conditions. The Issuer covenants that it
will not merge or consolidate with any other Person or sell, lease or convey all
or


                                       53
<PAGE>

substantially all of its assets to any other Person, unless (i) either (A) the
Issuer shall be the continuing legal entity, or (B) the successor legal entity
or the Person which acquires by sale, lease or conveyance substantially all the
assets of the Issuer (if other than the Issuer) shall expressly assume the due
and punctual payment of the principal of and interest on all the Securities and
Coupons, if any, according to their tenor, and the due and punctual performance
and observance of all of the covenants and conditions of this Indenture to be
performed or observed by the Issuer, by supplemental indenture satisfactory to
the Trustee, executed and delivered to the Trustee by such legal entity, and
(ii) the Issuer, such Person or such successor legal entity, as the case may be,
shall not, immediately after such merger or consolidation, or such sale, lease
or conveyance, be in default in the performance of any such covenant or
condition.

      Section 9.02. Successor Corporation Substituted for the Issuer. In case of
any such consolidation, merger, sale, lease or conveyance, and following such an
assumption by the successor corporation, such successor corporation shall
succeed to and be substituted for the Issuer, with the same effect as if it had
been named herein. Such successor corporation may cause to be signed, and may
issue either in its own name or in the name of the Issuer prior to such
succession any or all of the Securities issuable hereunder which together with
any Coupons appertaining thereto theretofore shall not have been signed by the
Issuer and delivered to the Trustee; and, upon the order of such successor
corporation, instead of the Issuer, and subject to all the terms, conditions and
limitations in this Indenture prescribed, the Trustee shall authenticate and
shall deliver any Securities together with any Coupons appertaining thereto
which previously shall have been signed and delivered by the officers of the
Issuer to the Trustee for authentication, and any Securities which such
successor corporation thereafter shall cause to be signed and delivered to the
Trustee for that purpose. All of the Securities so issued together with any
Coupons appertaining thereto shall in all respects have the same legal rank and
benefit under this Indenture as the Securities theretofore or thereafter issued
in accordance with the terms of this Indenture as though all of such Securities
had been issued at the date of the execution hereof.

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

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

      Section 9.03. Covenant of the Guarantor Not to Merge, Consolidate, Sell or
Convey Property Except Under Certain Conditions. The Guarantor covenants


                                       54
<PAGE>

that it will not merge or consolidate with any other Person or sell, lease or
convey all or substantially all of its assets to any other Person, unless (i)
either (A) the Guarantor shall be the continuing legal entity, or (B) the
successor legal entity or the Person which acquires by sale, lease or conveyance
substantially all the assets of the Guarantor (if other than the Guarantor)
shall expressly assume the due and punctual payment of the principal of and
interest on all the Securities and Coupons, if any, according to their tenor,
and the due and punctual performance and observance of all of the covenants and
conditions of this Indenture to be performed or observed by the Guarantor, by
supplemental indenture satisfactory to the Trustee, executed and delivered to
the Trustee by such legal entity, and (ii) the Guarantor, such Person or such
successor legal entity, as the case may be, shall not, immediately after such
merger or consolidation, or such sale, lease or conveyance, be in default in the
performance of any such covenant or condition.

      Section 9.04. Successor Corporation Substituted for the Guarantor. In case
of any such consolidation, merger, sale, lease or conveyance, and following such
an assumption by the successor corporation, such successor corporation shall
succeed to and be substituted for the Guarantor, with the same effect as if it
had been named herein.

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

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

      Section 9.05. Opinion of Counsel Delivered to Trustee. The Trustee,
subject to the provisions of Section 6.01 and 6.02, may receive an Opinion of
Counsel as conclusive evidence that any such consolidation, merger, sale, lease
or conveyance, and any such assumption, and any such liquidation or dissolution,
complies with the applicable provisions of this Indenture.

                                   ARTICLE 10
            SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONIES

      Section 10.01. Satisfaction and Discharge of Indenture.

      (a) If at any time (i) the Issuer or the Guarantor shall have paid or
caused to be paid the principal of and interest on all the Securities of any
series Outstanding hereunder and all unmatured Coupons appertaining thereto
(other than Securities of such series and Coupons appertaining thereto which
have been


                                       55
<PAGE>

destroyed, lost or stolen and which have been replaced or paid as provided in
Section 2.09) as and when the same shall have become due and payable, or (ii)
the Issuer shall have delivered to the Trustee for cancellation all Securities
of any series theretofore authenticated and all unmatured Coupons appertaining
thereto (other than any Securities of such series and Coupons appertaining
thereto which shall have been destroyed, lost or stolen and which shall have
been replaced or paid as provided in Section 2.09) or (iii) in the case of any
series of Securities where the exact amount (including the currency of payment)
of principal of and interest due on which can be determined at the time of
making the deposit referred to in clause (B) below, (A) all the Securities of
such series and all unmatured Coupons appertaining thereto not theretofore
delivered to the Trustee for cancellation shall have become due and payable, or
are by their terms to become due and payable within one year or are to be called
for redemption within one year under arrangements satisfactory to the Trustee
for the giving of notice of redemption, and (B) the Issuer or the Guarantor
shall have irrevocably deposited or caused to be deposited with the Trustee as
trust funds the entire amount in cash (other than monies repaid by the Trustee
or any paying agent to the Issuer in accordance with Section 10.04) or, in the
case of any series of Securities the payments on which may only be made in
Dollars, direct obligations of the United States of America, backed by its full
faith and credit ("U.S. Government Obligations"), maturing as to principal and
interest at such times and in such amounts as will insure the availability of
cash, or a combination thereof, sufficient in the opinion of a nationally
recognized firm of independent public accountants expressed in a written
certification thereof delivered to the Trustee, to pay (1) the principal and
interest on all Securities of such series and Coupons appertaining thereto on
each date that such principal or interest is due and payable and (2) any
mandatory sinking fund payments on the dates on which such payments are due and
payable in accordance with the terms of the Indenture and the Securities of such
series; and if, in any such case, the Issuer or the Guarantor shall also pay or
cause to be paid all other sums payable hereunder by the Issuer, then this
Indenture shall cease to be of further effect (except as to (i) rights of
registration of transfer and exchange of Securities of such Series and of
Coupons appertaining thereto and the Issuer's right of optional redemption, if
any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen
Securities or Coupons, (iii) rights of holders of Securities and Coupons
appertaining thereto to receive payments of principal thereof and interest
thereon, upon the original stated due dates therefor (but not upon
acceleration), and remaining rights of the Holders to receive mandatory sinking
fund payments, if any, (iv) the rights, obligations, duties and immunities of
the Trustee hereunder, (v) the rights of the Holders of Securities of such
series and Coupons appertaining thereto as beneficiaries hereof with respect to
the property so deposited with the Trustee payable to all or any of them, and
(vi) the obligations of the Issuer under Section 3.02) and the Trustee, on
demand of the Issuer or the Guarantor accompanied by an Officer's Certificate or
a Guarantor's Officers' Certificate and an Opinion of Counsel and at the cost
and expense of the Issuer and the Guarantor, shall execute proper instruments


                                       56
<PAGE>

acknowledging such satisfaction of and discharging this Indenture; provided,
that the rights of Holders of the Securities and Coupons to receive amounts in
respect of principal of and interest on the Securities and Coupons held by them
shall not be delayed longer than required by then-applicable mandatory rules or
policies of any securities exchange upon which the Securities are listed. The
Issuer and the Guarantor agree to reimburse the Trustee for any costs or
expenses thereafter reasonably and properly incurred and to compensate the
Trustee for any services thereafter reasonably and properly rendered by the
Trustee in connection with this Indenture or the Securities of such series.

      (b) The following provisions shall apply to the Securities of each series
unless specifically otherwise provided in a Board Resolution, Officer's
Certificate or indenture supplemental hereto provided pursuant to Section 2.03.
In addition to discharge of the Indenture pursuant to the next preceding
paragraph, in the case of any series of Securities the exact amounts (including
the currency of payment) of principal of and interest due on which can be
determined at the time of making the deposit referred to in clause (i) below,
the Issuer shall be deemed to have paid and discharged the entire indebtedness
on all the Securities of such a series and the Coupons appertaining thereto on
the 91st day after the date of the deposit referred to in clause (i) below, and
the provisions of this Indenture with respect to the Securities of such series
and Coupons appertaining thereto shall no longer be in effect (except as to (1)
rights of registration of transfer and exchange of Securities of such series and
of Coupons appertaining thereto and the Issuer's right of optional redemption,
if any, (2) substitution of mutilated, defaced, destroyed, lost or stolen
Securities or Coupons, (3) rights of Holders of Securities and Coupons
appertaining thereto to receive payments of principal thereof and interest
thereon, upon the original stated due dates therefor (but not upon
acceleration), and remaining rights of the Holders to receive mandatory sinking
fund payments, if any, (4) the rights, obligations, duties and immunities of the
Trustee hereunder, (5) the rights of the Holders of Securities of such series
and Coupons appertaining thereto as beneficiaries hereof with respect to the
property so deposited with the Trustee payable to all or any of them and (6) the
obligations of the Issuer under Section 3.02) and the Trustee, at the expense of
the Issuer and the Guarantor, shall at the Issuer's or the Guarantor's request,
execute proper instruments acknowledging the same, if

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


                                       57
<PAGE>

      of a nationally recognized firm of independent public accountants
      expressed in a written certification thereof delivered to the Trustee, to
      pay (1) the principal and interest on all Securities of such series and
      Coupons appertaining thereto on each date that such principal or interest
      is due and payable and (2) any mandatory sinking fund payments on the
      dates on which such payments are due and payable in accordance with the
      terms of the Indenture and the Securities of such series;

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

          (iii) the Issuer or the Guarantor has delivered to the Trustee an
      Opinion of Counsel based on the fact that (x) the Issuer has received
      from, or there has been published by, the Internal Revenue Service a
      ruling or (y) since the date hereof, there has been a change in the
      applicable Federal income tax law, in either case to the effect that, and
      such opinion shall confirm that, the Holders of the Securities of such
      series and Coupons appertaining thereto will not recognize income, gain or
      loss for Federal income tax purposes as a result of such deposit,
      defeasance and discharge and will be subject to Federal income tax on the
      same amount and in the same manner and at the same times, as would have
      been the case if such deposit, defeasance and discharge had not occurred;
      and

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

      (c) Each of the Issuer and the Guarantor shall be released from its
obligations under Section 9.01 with respect to the Securities of any Series, and
any Coupons appertaining thereto, Outstanding, and under the Guarantee in
respect thereof, on and after the date the conditions set forth below are
satisfied (hereinafter, "covenant defeasance"). For this purpose, such covenant
defeasance means that, with respect to the Outstanding Securities of any Series
and any Coupon appertaining thereto, and under the Guarantee in respect thereof,
the Issuer and the Guarantor may omit to comply with and shall have no liability
in respect of any term, condition or limitation set forth in such Sections,
whether directly or indirectly by reason of any reference elsewhere herein to
such Sections or by reason of any reference in such Sections to any other
provision herein or in any other document and such omission to comply shall not
constitute an Event of Default under Section 5.01, but the remainder of this
Indenture and such Securities and Coupons and the Guarantee shall be unaffected
thereby. The following shall be the conditions to application of this subsection
(c) of this Section 10.01:


                                       58
<PAGE>

            (i) The Issuer or the Guarantor has irrevocably deposited or caused
      to be deposited with the Trustee as trust funds in trust for the purpose
      of making the following payments, specifically pledged as security for,
      and dedicated solely to, the benefit of the holders of the Securities of
      such series and Coupons appertaining thereto, (A) cash in an amount, or
      (B) in the case of any series of Securities the payments on which may only
      be made in Dollars, U.S. Government Obligations maturing as to principal
      and interest at such times and in such amounts as will insure the
      availability of cash or (C) a combination thereof, sufficient, in the
      opinion of a nationally recognized firm of independent public accountants
      expressed in a written certification thereof delivered to the Trustee, to
      pay (1) the principal and interest on all Securities of such series and
      Coupons appertaining thereto and (2) any mandatory sinking fund payments
      on the day on which such payments are due and payable in accordance with
      the terms of the Indenture and the Securities of such series.

           (ii) No Event of Default or event which with notice or lapse of time
      or both would become an Event of Default with respect to the Securities
      shall have occurred and be continuing on the date of such deposit or,
      insofar as subsections 5.01(c) and 5.01(d) are concerned, at any time
      during the period ending on the 91st day after the date of such deposit
      (it being understood that this condition shall not be deemed satisfied
      until the expiration of such period).

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

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

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

           (vi) The Issuer or the Guarantor shall have delivered to the Trustee
      an Officer's Certificate or Guarantor's Officers' Certificate, as the case
      may be, and Opinion of Counsel to the effect that the Holders of the
      Securities of such series and 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.


                                       59
<PAGE>

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

      Section 10.02. Application by Trustee of Funds Deposited for Payment of
Securities. Subject to Section 10.04, all monies deposited with the Trustee (or
other trustee) pursuant to Section 10.01 shall be held in trust and applied by
it to the payment, either directly or through any paying agent (including the
Issuer acting as its own paying agent or the Guarantor acting as paying agent),
to the Holders of the particular Securities of such series and of Coupons
appertaining thereto for the payment or redemption of which such monies have
been deposited with the Trustee, of all sums due and to become due thereon for
principal and interest; but such money need not be segregated from other funds
except to the extent required by law.

      Section 10.03. Repayment of Monies Held by Paying Agent. In connection
with the satisfaction and discharge of this Indenture with respect to Securities
of any series, all monies then held by any paying agent under the provisions of
this Indenture with respect to such series of Securities shall, upon demand of
the Issuer, be repaid to it or paid to the Trustee and thereupon such paying
agent shall be released from all further liability with respect to such monies.

      Section 10.04. Return of Monies Held by Trustee and Paying Agent Unclaimed
for Two Years. Any monies deposited with or paid to the Trustee or any paying
agent for the payment of the principal of or interest on any Security of any
series or Coupons attached thereto and not applied but remaining unclaimed for
two years after the date upon which such principal or interest shall have become
due and payable, shall, upon the written request of the Issuer and unless
otherwise required by mandatory provisions of applicable escheat or abandoned or
unclaimed property law, be repaid to the Issuer by the Trustee for such series
or such paying agent, and the Holder of the Securities of such series and of any
Coupons appertaining thereto shall, unless otherwise required by mandatory
provisions of applicable escheat or abandoned or unclaimed property laws,
thereafter look only to the Issuer and the Guarantor for any payment which such
Holder may be entitled to collect, and all liability of the Trustee or any
paying agent with respect to such monies shall thereupon cease; provided,
however, that the Trustee or such paying agent, before being required to make
any such repayment with respect to monies deposited with it for any payment (a)
in respect of Registered Securities of any series, shall at the expense of the
Issuer, mail by first-class mail to Holders of such Securities at their
addresses as they shall appear on the Security register, and (b) in respect of
Bearer Securities of any series, shall at the expense of the Issuer either give
through the customary notice provisions of the clearing system or systems
through which beneficial interests in such Bearer


                                       60
<PAGE>

Securities are owned if such Bearer Securities are held only in global form or
cause to be published once, in an Authorized Newspaper in the Borough of
Manhattan, The City of New York and once in an Authorized Newspaper in London
(and if required by Section 3.06, once in an Authorized Newspaper in
Luxembourg), notice, that such monies remain and that, after a date specified
therein, which shall not be less than thirty days from the date of such mailing
or publication, any unclaimed balance of such money then remaining will be
repaid to the Issuer.

      Section 10.05. Indemnity for U.S. Government Obligations. The Issuer and
the Guarantor shall pay and indemnify the Trustee against any tax, fee or other
charge imposed on or assessed against the U.S. Government Obligations deposited
pursuant to Section 10.01 or the principal or interest received in respect of
such obligations.

                                   ARTICLE 11
                            MISCELLANEOUS PROVISIONS

      Section 11.01. Incorporators, Stockholders, Members, Officers and
Directors of Issuer Exempt from Individual Liability. No recourse under or upon
any obligation, covenant or agreement contained in this Indenture, or in any
Security, or because of any indebtedness evidenced thereby, shall be had against
any incorporator, as such or against any past, present or future stockholder
(except in a stockholder's corporate capacity as Guarantor), member, officer or
director, as such, of the Issuer or the Guarantor or of any successor, either
directly or through the Issuer or the Guarantor, as the case may be, or any
successor, under any rule of law, statute or constitutional provision or by the
enforcement of any assessment or by any legal or equitable proceeding or
otherwise, all such liability being expressly waived and released by the
acceptance of the Securities and the Coupons appertaining thereto by the Holders
thereof and as part of the consideration for the issue of the Securities and the
Coupons appertaining thereto.

      Section 11.02. Provisions of Indenture for the Sole Benefit of Parties and
Holders of Securities and Coupons. Nothing in this Indenture, in the Securities
or in the Coupons appertaining thereto, expressed or implied, shall give or be
construed to give to any person, firm or corporation, other than the parties
hereto and their successors and the Holders of the Securities or Coupons, if
any, any legal or equitable right, remedy or claim under this Indenture or under
any covenant or provision herein contained, all such covenants and provisions
being for the sole benefit of the parties hereto and their successors and of the
Holders of the Securities or Coupons, if any.

      Section 11.03. Successors and Assigns of Issuer Bound by Indenture. All
the covenants, stipulations, promises and agreements in this Indenture contained
by or in behalf of the Issuer shall bind its successors and assigns, whether so


                                       61
<PAGE>

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

      Section 11.04. Notices and Demands on Issuer, Trustee and Holders of
Securities and Coupons. Any notice or demand which by any provision of this
Indenture is required or permitted to be given or served by the Trustee or by
the Holders of Securities or Coupons to or on the Issuer or the Guarantor may be
given or served by being deposited postage prepaid, first-class mail (except as
otherwise specifically provided herein) addressed (until another address is
filed with the Trustee) as follows:

      If to the Issuer:     LaSalle Funding LLC
                            135 South LaSalle Street
                            Chicago, Illinois 60674
                            Attention: _____

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

Any notice, direction, request or demand by the Issuer, the Guarantor or any
Holder of Securities or Coupons to or upon the Trustee shall be deemed to have
been sufficiently given or served by being deposited postage prepaid,
first-class mail (except as otherwise specifically provided herein) addressed
(until another address of the Trustee is filed by the Trustee with the Issuer
and the Guarantor) to _____.

      Where this Indenture provides for notice to Holders of Registered
Securities, such notice shall be sufficiently given (unless otherwise herein
expressly provided) if in writing and mailed, first-class postage prepaid, to
each Holder entitled thereto, at his last address as it appears in the Security
register. In any case where notice to such Holders is given by mail, neither the
failure to mail such notice, nor any defect in any notice so mailed, to any
particular Holder shall affect the sufficiency of such notice with respect to
other Holders. Where this Indenture provides for notice in any manner, such
notice may be waived in writing by the Person entitled to receive such notice,
either before or after the event, and such waiver shall be the equivalent of
such notice. Waivers of notice by Holders shall be filed with the Trustee, but
such filing shall not be a condition precedent to the validity of any action
taken in reliance upon such waiver.

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


                                       62
<PAGE>

when such notice is required to be given pursuant to any provision of this
Indenture, then any manner of giving such notice as shall be reasonably
satisfactory to the Trustee shall be deemed to be a sufficient giving of such
notice.

      Section 11.05. Officer's Certificates and Opinions of Counsel; Statements
to Be Contained Therein. Upon any application or demand by the Issuer or the
Guarantor to the Trustee to take any action under any of the provisions of this
Indenture, the Issuer or the Guarantor, as the case may be, shall furnish to the
Trustee an Officer's Certificate or a Guarantor's Officers' Certificate stating
that all conditions precedent provided for in this Indenture relating to the
proposed action have been complied with and an Opinion of Counsel stating that
in the opinion of such counsel all such conditions precedent have been complied
with, except that in the case of any such application or demand as to which the
furnishing of such documents is specifically required by any provision of this
Indenture relating to such particular application or demand, no additional
certificate or opinion need be furnished.

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

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

      Any certificate, statement or opinion of an officer of the Issuer, of the
Guarantor or of counsel may be based, insofar as it relates to accounting
matters,

                                       63
<PAGE>

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

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

      Section 11.06. Payments Due on Saturdays, Sundays or Holidays. If the date
of maturity of interest on or principal of the Securities of any series or any
Coupons appertaining thereto or the date fixed for redemption or repayment of
any such Security or Coupon shall not be a Business Day, then payment of
interest or principal need not be made on such date, but may be made on the next
succeeding Business Day with the same force and effect as if made on the date of
maturity or the date fixed for redemption, and no interest shall accrue for the
period after such date.

      Section 11.07. Conflict of Any Provision of Indenture with Trust Indenture
Act of 1939. If and to the extent that any provision of this Indenture limits,
qualifies or conflicts with the duties imposed by, or with another provision (an
"incorporated provision") included in this Indenture by operation of, Sections
310 to 318, inclusive, of the Trust Indenture Act of 1939, such imposed duties
or incorporated provision shall control.

      Section 11.08. New York Law to Govern. This Indenture and each Security
and Coupon shall be deemed to be a contract under the laws of the State of New
York, and for all purposes shall be construed in accordance with the laws of
such State, except as may otherwise be required by mandatory provisions of law.

      Section 11.09. Counterparts. This Indenture may be executed in any number
of counterparts, each of which shall be an original; but such counterparts shall
together constitute but one and the same instrument.

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

      Section 11.11. Securities in a Non-U.S. Currency. Unless otherwise
specified in an Officer's Certificate delivered pursuant to Section 2.03 of this
Indenture with respect to a particular series of Securities, whenever for
purposes of this Indenture any action may be taken by the Holders of a specified
percentage in aggregate principal amount of Securities of all series or all
series affected by a


                                       64
<PAGE>

particular action at the time Outstanding and, at such time, there are
Outstanding Securities of any series which are denominated in a coin or currency
other than Dollars, then the principal amount of Securities of such series which
shall be deemed to be Outstanding for the purpose of taking such action shall be
that amount of Dollars that could be obtained for such amount at the Market
Exchange Rate. For purposes of this Section 11.11, Market Exchange Rate shall
mean the noon Dollar buying rate in New York City for cable transfers of that
currency as published by the Federal Reserve Bank of New York. If such Market
Exchange Rate is not available for any reason with respect to such currency, the
Trustee shall use, in its sole discretion and without liability on its part,
such quotation of the Federal Reserve Bank of New York as of the most recent
available date, or quotations from one or more major banks in The City of New
York or in the country of issue of the currency in question, or such other
quotations as the Trustee shall deem appropriate. The provisions of this
paragraph shall apply in determining the equivalent principal amount in respect
of Securities of a series denominated in a currency other than Dollars in
connection with any action taken by Holders of Securities pursuant to the terms
of this Indenture including without limitation any determination contemplated in
Section 5.01(c) or 5.01(d).

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

      Section 11.12. Submission to Jurisdiction. Each of the Issuer and the
Guarantor agrees that any legal suit, action or proceeding arising out of or
based upon this Indenture may be instituted in any State or Federal court in the
Borough of Manhattan, City and State of New York, and, to the fullest extent
permitted by law, waives any objection which it may now or hereafter have to the
laying of venue of any such proceeding, and irrevocably submits to the
jurisdiction of such court in any suit, action or proceeding. Each of the Issuer
and the Guarantor has appointed Willie J. Miller, Jr., Esq., Chief Legal Officer
and Executive Vice President, ABN AMRO North America, Inc., as its authorized
agent (the "Authorized Agent") upon which process may be instituted in any State
or Federal court in the Borough of Manhattan, City and State of New York and
each of the Issuer and the Guarantor expressly accepts the jurisdiction of any
such court in respect of such action. Such appointment shall be irrevocable
unless and until a successor authorized agent, located or with an office in the
Borough of Manhattan, City and State of New York, shall have been appointed by
the Issuer or the Guarantor, as the case may be, and such appointment shall have
been accepted by such successor authorized agent. Each of the Issuer and the
Guarantor represents and warrants that the Authorized Agent has agreed to act as
said agent for service of process, and each of the Issuer and the Guarantor
agrees to take any and all action, including the filing of any and all documents
and


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<PAGE>

instruments, that may be necessary to continue such appointment in full force
and effect as aforesaid. Service of process upon the Authorized Agent and
written notice of such service to the Issuer or the Guarantor, as the case may
be, shall be deemed, in every respect, effective service of process upon the
Issuer or the Guarantor, as the case may be.

      Section 11.13. Judgment Currency. Each of the Issuer and the Guarantor
agrees, to the fullest extent that it may effectively do so under applicable
law, that (a) if for the purpose of obtaining judgment in any court it is
necessary to convert the sum due in respect of the principal of or interest on
the Securities of any series (the "Required Currency") into a currency in which
a judgment will be rendered (the "Judgment Currency"), the rate of exchange used
shall be the rate at which in accordance with normal banking procedures the
Trustee could purchase in The City of New York the Required Currency with the
Judgment Currency on the day on which final unappealable judgment is entered,
unless such day is not a New York Banking Day, then, to the extent permitted by
applicable law, the rate of exchange used shall be the rate at which in
accordance with normal banking procedures the Trustee could purchase in The City
of New York the Required Currency with the Judgment Currency on the New York
Banking Day preceding the day on which final unappealable judgment is entered
and (b) its obligations under this Indenture to make payments in the Required
Currency (i) shall not be discharged or satisfied by any tender, or any recovery
pursuant to any judgment (whether or not entered in accordance with subsection
(a)), in any currency other than the Required Currency, except to the extent
that such tender or recovery shall result in the actual receipt, by the payee,
of the full amount of the Required Currency expressed to be payable in respect
of such payments, (ii) shall be enforceable as an alternative or additional
cause of action for the purpose of recovering in the Required Currency the
amount, if any, by which such actual receipt shall fall short of the full amount
of the Required Currency so expressed to be payable and (iii) shall not be
affected by judgment being obtained for any other sum due under this Indenture.
For purposes of the foregoing, "New York Banking Day" means any day except a
Saturday, Sunday or a legal holiday in The City of New York or a day on which
banking institutions in The City of New York are authorized or required by law
or executive order to close.

                                   ARTICLE 12
                   REDEMPTION OF SECURITIES AND SINKING FUNDS

      Section 12.01. Applicability of Article. The provisions of this Article
shall be applicable to the Securities of any series which are redeemable before
their maturity or to any sinking fund for the retirement of Securities of a
series except as otherwise specified as contemplated by Section 2.03 for
Securities of such series.


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<PAGE>

      Section 12.02. Notice of Redemption; Partial Redemptions. Notice of
redemption to the Holders of Registered Securities of any series to be redeemed
as a whole or in part at the option of the Issuer shall be given by mailing
notice of such redemption by first class mail, postage prepaid, to such Holders
of Securities of such series at their last addresses as they shall appear upon
the registry books at least 30 days and not more than 60 days prior to the date
fixed for redemption, or within such other redemption notice period as has been
designated for any Securities of such series pursuant to Section 2.03 or 2.04
(the "Redemption Notice Period"). Notice of redemption to the Holders of Bearer
Securities to be redeemed as a whole or in part, who have filed their names and
addresses with the Trustee within two years preceding such notice of
redemption, shall be given by mailing notice of such redemption, by first class
mail, postage prepaid, at least 30 and not more than 60 days prior to the date
fixed for redemption or within any applicable Redemption Notice Period to such
Holders at such addresses as were so furnished to the Trustee (and, in the case
of any such notice given by the Issuer, the Trustee shall make such information
available to the Issuer for such purpose). Notice of redemption to all other
Holders of Bearer Securities shall be published in an Authorized Newspaper in
the Borough of Manhattan, The City of New York and in an Authorized Newspaper
in London (and, if required by Section 3.06, in an Authorized Newspaper in
Luxembourg), in each case, once in each of three successive calendar weeks, the
first publication to be not less than 30 nor more than 60 days prior to the
date fixed for redemption or within any applicable Redemption Notice Period;
provided that notice to Holders of Bearer Securities held only in global form
and issued after _____ may be made, at the option of the Issuer, through the
customary notice provisions of the clearing system or systems through which
beneficial interests in such Bearer Securities are owned. Any notice which is
mailed in the manner herein provided shall be conclusively presumed to have
been duly given, whether or not the Holder receives the notice. Failure to give
notice by mail, or any defect in the notice to the Holder of any Security of a
series designated for redemption as a whole or in part shall not affect the
validity of the proceedings for the redemption of any other Security of such
series.

      The notice of redemption to each such Holder shall specify, the principal
amount of each Security of such series held by such Holder to be redeemed, the
date fixed for redemption, the redemption price (or if not then ascertainable,
the manner of calculation thereof), the place or places of payment, that payment
will be made upon presentation and surrender of such Securities and, in the case
of Securities with Coupons attached thereto, of all Coupons appertaining thereto
maturing after the date fixed for redemption, that such redemption is pursuant
to the mandatory or optional sinking fund, or both, if such be the case, that
interest accrued to the date fixed for redemption will be paid as specified in
such notice and that on and after said date interest thereon or on the portions
thereof to be redeemed will cease to accrue. In case any Security of a series is
to be redeemed in part only the notice of redemption shall state the portion of
the principal


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<PAGE>

amount thereof to be redeemed and shall state that on and after the date fixed
for redemption, upon surrender of such Security, a new Security or Securities of
such series in principal amount equal to the unredeemed portion thereof will be
issued.

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

      On or before the redemption date specified in the notice of redemption
given as provided in this Section, the Issuer or the Guarantor will deposit with
the Trustee or with one or more paying agents (or, if the Issuer is acting as
its own paying agent or the Guarantor is acting as paying agent, set aside,
segregate and hold in trust as provided in Section 3.04) an amount of money or
other property sufficient to redeem on the redemption date all the Securities of
such series so called for redemption at the appropriate redemption price,
together with accrued interest to the date fixed for redemption. The Issuer will
deliver to the Trustee at least 70 days prior to the date fixed for redemption
or at least 10 days prior to the first day of any applicable Redemption Notice
Period an Officer's Certificate stating the aggregate principal amount of
Securities to be redeemed. In case of a redemption at the election of the Issuer
prior to the expiration of any restriction on such redemption, the Issuer shall
deliver to the Trustee, prior to the giving of any notice of redemption to
Holders pursuant to this Section, an Officer's Certificate stating that such
restriction has been complied with.

      If less than all the Securities of a series are to be redeemed, the
Trustee shall select, in such manner as it shall deem appropriate and fair,
Securities of such Series to be redeemed in whole or in part. Securities may be
redeemed in part in multiples equal to the minimum authorized denomination for
Securities of such series or any multiple thereof. The Trustee shall promptly
notify the Issuer and the Guarantor in writing of the Securities of such series
selected for redemption and, in the case of any Securities of such series
selected for partial redemption, the principal amount thereof to be redeemed.
For all purposes of this Indenture, unless the context otherwise requires, all
provisions relating to the redemption of Securities of any series shall relate,
in the case of any Security redeemed or to be redeemed only in part, to the
portion of the principal amount of such Security which has been or is to be
redeemed.

      Section 12.03. Payment of Securities Called for Redemption. If notice of
redemption has been given as above provided, the Securities or portions of
Securities specified in such notice shall become due and payable on the date and
at the place stated in such notice at the applicable redemption price, together
with interest accrued to the date fixed for redemption, and on and after said
date (unless the Issuer and the Guarantor shall default in the payment of such
Securities at the redemption price, together with interest accrued to said date)
interest on the Securities or portions of Securities so called for redemption
shall cease to accrue, and the unmatured Coupons, if any, appertaining thereto
shall be


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<PAGE>

void, and, except as provided in Section 6.05 and 11.04, such Securities shall
cease from and after the date fixed for redemption to be entitled to any benefit
or security under this Indenture, and the Holders thereof shall have no right in
respect of such Securities except the right to receive the redemption price
thereof and unpaid interest to the date fixed for redemption. On presentation
and surrender of such Securities at a place of payment specified in said notice,
together with all Coupons, if any, appertaining thereto maturing after the date
fixed for redemption, said Securities or the specified portions thereof shall be
paid and redeemed by the Issuer at the applicable redemption price, together
with interest accrued thereon to the date fixed for redemption; provided that
payment of interest becoming due on or prior to the date fixed for redemption
shall be payable in the case of Securities with Coupons attached thereto, to the
Holders of the Coupons for such interest upon surrender thereof, and in the case
of Registered Securities, to the Holders of such Registered Securities
registered as such on the relevant record date subject to the terms and
provisions of Section 2.03 and 2.07 hereof.

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

      If any Security with Coupons attached thereto is surrendered for
redemption and is not accompanied by all appurtenant Coupons maturing after the
date fixed for redemption, the surrender of such missing Coupon or Coupons may
be waived by the Issuer, the Guarantor and the Trustee, if there be furnished to
each one of them such security or indemnity as they may require to save each of
them harmless.

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

      Section 12.04. Exclusion of Certain Securities from Eligibility for
Selection for Redemption. Securities shall be excluded from eligibility for
selection for redemption if they are identified by registration and certificate
number in an Officer's Certificate delivered to the Trustee at least 40 days
prior to the last date on which notice of redemption may be given as being owned
of record and beneficially by, and not pledged or hypothecated by either (a) the
Issuer or (b) an entity specifically identified in such written statement as
directly or indirectly controlling or controlled by or under direct or indirect
common control with the Issuer.


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<PAGE>

      Section 12.05. Mandatory and Optional Sinking Funds. The minimum amount of
any sinking fund payment provided for by the terms of the Securities of any
series is herein referred to as a "mandatory sinking fund payment", and any
payment in excess of such minimum amount provided for by the terms of the
Securities of any series is herein referred to as an "optional sinking fund
payment". The date on which a sinking fund payment is to be made is herein
referred to as the "sinking fund payment date".

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

      On or before the 60th day next preceding each sinking fund payment date or
the 30th day next preceding the last day of any applicable Redemption Notice
Period relating to a sinking fund payment date for any series, the Issuer will
deliver to the Trustee an Officer's Certificate (which need not contain the
statements required by Section 11.05) (a) specifying the portion of the
mandatory sinking fund payment to be satisfied by payment of cash and the
portion to be satisfied by credit of Securities of such series and the basis for
such credit, (b) stating that none of the Securities of such series has
theretofore been so credited, (c) stating that no defaults in the payment of
interest or Events of Default with respect to such series have occurred (which
have not been waived or cured) and are continuing and (d) stating whether or not
the Issuer intends to exercise its right to make an optional sinking fund
payment with respect to such series and, if so, specifying the amount of such
optional sinking fund payment which the Issuer intends to pay on or before the
next succeeding sinking fund payment date. Any Securities of such series to be
credited and required to be delivered to the Trustee in order for the Issuer to
be entitled to credit therefor as aforesaid which have not theretofore been
delivered to the Trustee shall be delivered for cancellation pursuant to Section
2.10 to the Trustee with such Officer's Certificate (or reasonably promptly
thereafter if acceptable to the Trustee). Such Officer's Certificate shall be
irrevocable and upon its receipt by the Trustee the Issuer shall become
unconditionally obligated to make all the cash payments or payments therein
referred to, if any, on or before the next succeeding sinking fund payment date.
Failure of the Issuer, on or before any such 60th day or 30th day, if


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<PAGE>

applicable, to deliver such Officer's Certificate and Securities specified in
this paragraph, if any, shall not constitute a default but shall constitute, on
and as of such date, the irrevocable election of the Issuer (i) that the
mandatory sinking fund payment for such series due on the next succeeding
sinking fund payment date shall be paid entirely in cash without the option to
deliver or credit Securities of such series in respect thereof and (ii) that the
Issuer will make no optional sinking fund payment with respect to such series as
provided in this Section.

      If the sinking fund payment or payments (mandatory or optional or both) to
be made in cash on the next succeeding sinking fund payment date plus any unused
balance of any preceding sinking fund payments made in cash shall exceed $50,000
(or the equivalent thereof in any Non-U.S. Currency) or a lesser sum in Dollars
(or the equivalent thereof in any Non-U.S. Currency) if the Issuer shall so
request with respect to the Securities of any particular series, such cash shall
be applied on the next succeeding sinking fund payment date to the redemption of
Securities of such series at the sinking fund redemption price together with
accrued interest to the date fixed for redemption. If such amount shall be
$50,000 (or the equivalent thereof in any Non-U.S. Currency) or less and the
Issuer makes no such request then it shall be carried over until a sum in excess
of $50,000 (or the equivalent thereof in any Non-U.S. Currency) is available.
The Trustee shall select, in the manner provided in Section 12.02, for
redemption on such sinking fund payment date a sufficient principal amount of
Securities of such series to absorb said cash, as nearly as may be, and shall
(if requested in writing by the Issuer) inform the Issuer of the serial numbers
of the Securities of such series (or portions thereof) so selected. Securities
shall be excluded from eligibility for redemption under this Section if they are
identified by registration and certificate number in an Officer's Certificate
delivered to the Trustee at least 60 days prior to the sinking fund payment date
or at least 30 days prior to the last day of any applicable Redemption Notice
Period relating to a sinking fund payment date as being owned of record and
beneficially by, and not pledged or hypothecated by either (a) the Issuer or (b)
an entity specifically identified in such Officer's Certificate as directly or
indirectly controlling or controlled by or under direct or indirect common
control with the Issuer. The Trustee, in the name and at the expense of the
Issuer (or the Issuer, if it shall so request the Trustee in writing) shall
cause notice of redemption of the Securities of such series to be given in
substantially the manner provided in Section 12.02 (and with the effect provided
in Section 12.03) for the redemption of Securities of such series in part at the
option of the Issuer. The amount of any sinking fund payments not so applied or
allocated to the redemption of Securities of such series shall be added to the
next cash sinking fund payment for such series and, together with such payment,
shall be applied in accordance with the provisions of this Section. Any and all
sinking fund monies held on the stated maturity date of the Securities of any
particular series (or earlier, if such maturity is accelerated), which are not
held for the payment or redemption of particular Securities of such series shall
be applied, together with other monies, if necessary, sufficient for the
purpose, to the


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<PAGE>

payment of the principal of, and interest on, the Securities of such series at
maturity.

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

      The Trustee shall not redeem or cause to be redeemed any Securities of a
series with sinking fund monies or give any notice of redemption of Securities
for such series by operation of the sinking fund during the continuance of a
default in payment of interest on such Securities or of any Event of Default
except that, where the giving of notice of redemption of any Securities shall
theretofore have been made, the Trustee shall redeem or cause to be redeemed
such Securities, provided that it shall have received from the Issuer or the
Guarantor a sum sufficient for such redemption. Except as aforesaid, any monies
in the sinking fund for such series at the time when any such default or Event
of Default shall occur, and any monies thereafter paid into the sinking fund,
shall, during the continuance of such default or Event of Default, be deemed to
have been collected under Article 5 and held for the payment of all such
Securities. In case such Event of Default shall have been waived as provided in
Section 5.10 or the default cured on or before the sixtieth day preceding the
sinking fund payment date in any year, such monies shall thereafter be applied
on the next succeeding sinking fund payment date in accordance with this Section
to the redemption of such Securities.

                                   ARTICLE 13
                             GUARANTEE AND INDEMNITY

      Section 13.01. The Guarantee. The Guarantor hereby unconditionally
guarantees to each Holder of a Security authenticated and delivered by the
Trustee the due and punctual payment of the principal of, any premium and
interest on, and any additional amounts with respect to such Security and the
due and punctual payment of the sinking fund payments (if any) provided for
pursuant to the terms of such Security, when and as the same shall become due
and payable, whether at maturity, by acceleration, redemption, repayment or
otherwise, in accordance with the terms of such Security and of this Indenture.
In case of the failure of the Issuer punctually to pay any such principal,
premium, interest, additional amounts or sinking fund payment, the Guarantor
hereby agrees to cause any such payment to be made punctually when and as the
same shall become due and payable, whether at maturity, upon acceleration,
redemption, repayment or otherwise, and as if such payment were made by the
Issuer.

      Section 13.02. Net Payments. All payments of principal of and premium, if
any, interest and any other amounts on, or in respect of, the Securities of any


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<PAGE>

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

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

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

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


                                       73
<PAGE>

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

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

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

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

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


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<PAGE>

the Coupons appertaining thereto without withholding for or on account of any
tax, fee, duty, assessment or other governmental charge described in Section
13.02. If any such withholding shall be required, then such Guarantor's
Officers' Certificate shall specify by taxing jurisdiction the amount, if any,
required to be withheld on such payments to such Holders of Securities or
Coupons, and the Guarantor agrees to pay to the Trustee or such paying agent the
additional amounts required by Section 13.02. The Guarantor covenants to
indemnify the Trustee and any paying agent for, and to hold them harmless
against, any loss, liability or expense reasonably incurred without negligence
or bad faith on their part arising out of or in connection with actions taken or
omitted by any of them in reliance on any Guarantor's Officers' Certificate
furnished pursuant to Section 13.02.

      Section 13.03. Guarantee Unconditional, etc. The Guarantor hereby agrees
that its obligations hereunder shall be as principal and not merely as surety,
and shall be absolute, irrevocable and unconditional, irrespective of, and shall
be unaffected by, any invalidity, irregularity or unenforceability of any
Security or this Indenture, any failure to enforce the provisions of any
Security or this Indenture, or any waiver, modification, consent or indulgence
granted with respect thereto by the Holder of such Security or the Trustee, the
recovery of any judgment against the Issuer or any action to enforce the same,
or any other circumstances which may otherwise constitute a legal or equitable
discharge of a surety or guarantor. The Guarantor hereby waives diligence,
presentment, demand of payment, filing of claims with a court in the event of
merger, insolvency or bankruptcy of the Issuer, any right to require a
proceeding first against the Issuer, protest or notice with respect to any such
Security or the Indebtedness evidenced thereby and all demands whatsoever, and
covenants that this Guarantee will not be discharged except by payment in full
of the principal of, any premium and interest on, and any additional amounts and
sinking fund payments required with respect to, the Securities and the complete
performance of all other obligations contained in the Securities. The Guarantor
further agrees, to the fullest extent that it lawfully may do so, that, as
between the Guarantor, on the one hand, and the Holders and the Trustee, on the
other hand, the maturity of the obligations guaranteed hereby may be accelerated
as provided in Section 5.01 hereof for the purposes of this Guarantee,
notwithstanding any stay, injunction or prohibition extant under any bankruptcy,
insolvency, reorganization or other similar law of any jurisdiction preventing
such acceleration in respect of the obligations guaranteed hereby.

      Section 13.04. Reinstatement. This Guarantee shall continue to be
effective or be reinstated, as the case may be, if at any time payment on any
Security, in whole or in part, is rescinded or must otherwise be restored to the
Issuer or the Guarantor upon the bankruptcy, liquidation or reorganization of
the Issuer or otherwise.


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<PAGE>

      Section 13.05. Subrogation. The Guarantor shall be subrogated to all
rights of the Holder of any Security against the Issuer in respect of any
amounts paid to such Holder by the Guarantor pursuant to the provisions of this
Guarantee; provided, however, that the Guarantor shall not be entitled to
enforce, or to receive any payments arising out of or based upon, such right of
subrogation until the principal of, any premium and interest on, and any
additional amounts and sinking fund payments required with respect to, all
Securities shall have been paid in full.

      Section 13.06. Indemnity. As a separate and alternative stipulation, the
Guarantor unconditionally and irrevocably agrees that any sum expressed to be
payable by the Issuer under this Indenture, the Securities or the Coupons but
which is for any reason (whether or not now known or becoming known to the
Issuer, the Guarantor, the Trustee or any Holder of any Security or Coupon) not
recoverable from the Guarantor on the basis of a guarantee will nevertheless be
recoverable from it as if it were the sole principal debtor and will be paid by
it to the Trustee on demand. This indemnity constitutes a separate and
independent obligation from the other obligations in this Indenture, gives rise
to a separate and independent cause of action and will apply irrespective of any
indulgence granted by the Trustee or any Holder of any Security or Coupon.

      Section 13.07. Assumption by Guarantor.

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

      (b) The Guarantor shall assume all of the rights and obligations of the
Issuer hereunder with respect to a series of Securities and under the Securities
of such series if, upon a default by the Issuer in the due and punctual payment
of the principal, sinking fund payment, if any, premium, if any, or interest on
such Securities, the Guarantor is prevented by any court order or judicial
proceeding from fulfilling its obligations under Section 13.01 with respect to
such series of Securities. Such assumption shall result in the Securities of
such series becoming the direct obligations of the Guarantor and shall be
effected without the consent of the Holders of the Securities of any Series.
Upon such an assumption, the Guarantor shall execute a supplemental indenture
evidencing its assumption of all such rights and obligations of the Issuer, and
the Issuer shall be released from its liabilities hereunder and under such
Securities as obligor on the Securities of such Series.


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      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 _________, ____.


                                    LASALLE FUNDING LLC

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


                                    [ABN AMRO BANK N.V.]
                                    [ABN AMRO HOLDING N.V.]

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


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


                                    [Trustee],
                                    as Trustee

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