Exhibit 4.1


                            LASALLE FUNDING LLC,

                                 as Issuer,

                            ABN AMRO BANK N.V.,

                                as Guarantor


                                    and


                         BNY Midwest Trust Company,

                                  Trustee




                                 Indenture

                       Dated as of _________ __, 2001



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                          CROSS REFERENCE SHEET 1/

Provisions of Trust Indenture Act of 1939 and Indenture to be dated as of
_________, 2001, between LASALLE FUNDING LLC, as Issuer, ABN AMRO BANK
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



_____________________
1/   This Cross Reference Sheet is not part of the Indenture.





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         THIS INDENTURE, dated as of __________ __, 2001 among LASALLE
FUNDING LLC, a limited liability company organized under the laws of
Delaware (the "Issuer"), ABN AMRO BANK N.V., a public limited liability
company incorporated under the laws of The Netherlands (the "Guarantor"),
and BNY Midwest Trust Company, 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 (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



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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 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).

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         "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.

         "Guarantor's Officer's Certificate" means a certificate signed by
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.

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         "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 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;

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(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 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.

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         "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.

         "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.

                                      6
<PAGE>

         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.

     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;

         (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);

                                    7
<PAGE>

         (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;

         (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;


                                     8
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         (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;

         (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 other events of default or covenants with respect to the
Securities of such series; and

         (t) 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,


                                     9
<PAGE>

appertaining thereto (including Redemption Notice Periods) 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 Sections 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 Sections 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:

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


                                    10
<PAGE>

                        (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 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


                                    11
<PAGE>


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 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.


                                    12
<PAGE>

     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 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.


                                    13
<PAGE>

     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.

         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.


                                    14
<PAGE>

         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.

         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.


                                    15
<PAGE>

         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 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 clause 2.08(a)(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 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.


                                    16
<PAGE>

     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 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.


                                    17
<PAGE>

     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 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).


                                    18
<PAGE>

                                 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 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.


                                    19
<PAGE>

         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.

         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


                                    20
<PAGE>

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

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

         If the Issuer shall act as its own paying agent, or if the
Guarantor shall act as paying agent, with respect to the Securities of any
series, it will, on or before each due date of the principal of or interest
on the Securities of such series, set aside, segregate and hold in trust
for the benefit of the Holders of the Securities of such series 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 Sections 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 ?, 200?) 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 or
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.


                                    21
<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.

     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.


                                    22
<PAGE>

                                 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 Company
         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) a decree or order adjudging the Company 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 Company 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 Company or the Guarantor of any
         substantial part of the property of the Company or the Guarantor
         or ordering the winding up or liquidation of the affairs of the
         Company or the Guarantor; or

     (d) the commencement by the Company 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 Company 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 Company or the Guarantor of a petition or answer or consent
seeking reorganization, arrangement, adjustment or composition of the
Company or relief under any applicable law, or the consent by the Company
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 Company or the Guarantor or any substantial part
of the property of the Company or the Guarantor or the making by the
Company or the Guarantor of an assignment for the benefit of creditors, or
the taking of corporate action by the Company or the Guarantor in
furtherance of any such action; or



                                    23
<PAGE>

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

      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. If an Event of Default described in clauses
(b), (e) (if the Event of Default under clauses (b) or (e) is with respect
to all series of Securities at the time Outstanding), (c) or (d) 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 Securities 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 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.

      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,



                                    24
<PAGE>

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 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



                                    25
<PAGE>

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.

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



                                    26
<PAGE>

         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 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;



                                    27
<PAGE>

     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 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




                                    28
<PAGE>

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 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



                                    29
<PAGE>

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.

         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


                                    30
<PAGE>

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 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 man would exercise or use under the circumstances in the conduct
of his own affairs.



                                    31
<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.

     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
Officer's 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;



                                    32
<PAGE>

     (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 Officer's 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 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.



                                    33
<PAGE>

     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
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 Sections 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.



                                    34
<PAGE>

     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
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,



                                    35
<PAGE>

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 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 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



                                    36
<PAGE>

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 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.



                                    37
<PAGE>

     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 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.



                                    38
<PAGE>

         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.

         Sections 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 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.





                                    39
<PAGE>

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.

       (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.



                                    40
<PAGE>

      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 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.



                                    41
<PAGE>

                                 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
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
Sections 2.01 and 2.03;

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

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



                                    42
<PAGE>

         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 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 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.



                                    43
<PAGE>

         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 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.



                                    44
<PAGE>

         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 Officer's 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 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.



                                    45
<PAGE>

         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 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 Sections 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.



                                    46
<PAGE>

                                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 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 Officer's Certificate and an Opinion of Counsel and at the cost
and expense of the Issuer and the Guarantor, shall execute proper
instruments acknowledging such satisfaction of and discharging this
Indenture; 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



                                    47
<PAGE>

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 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;


                                    48
<PAGE>

               (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 Officer's
         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:

               (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.



                                    49
<PAGE>

               (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 Officer's
         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.

               (vii) The Issuer or the Guarantor shall have delivered to
         the Trustee an Officer's Certificate or Guarantor's Officer's
         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.



                                    50
<PAGE>

         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 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.



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<PAGE>


         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 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.
                                      Gustav Mahlerlaan 10
                                      1082 PP Amsterdam
                                      The Netherlands
                                      Attention: Central Legal Department.

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



                                    52
<PAGE>

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 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
Officer's 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, 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.


                                    53
<PAGE>

         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 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



                                    54
<PAGE>

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 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


                                    55
<PAGE>

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.

         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.



                                    56
<PAGE>

         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 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.



                                    57
<PAGE>

         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 void, and, except
as provided in Sections 6.05 and 10.04, 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 Sections 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.



                                    58
<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 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.



                                    59
<PAGE>

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 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.



                                    60
<PAGE>

                                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 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


                                    61
<PAGE>

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 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

         (d) any combination of items (1), (2) and (3);

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


                                    62
<PAGE>

below-mentioned Guarantor's Officer's Certificate, the Guarantor shall
furnish to the Trustee and the principal paying agent, if other than the
Trustee, a Guarantor's Officer's Certificate instructing the Trustee and
such paying agent whether such payment of principal of and premium, if any,
interest or any other amounts on the Securities of such series shall be
made to Holders of Securities of such series or 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 Officer's
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 Officer's 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.



                                    63
<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.




                                    64
<PAGE>

         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 _________, 2001.


                                 LASALLE FUNDING LLC

                                 By: _________________________________
                                   Name:
                                   Title:


                                 ABN AMRO BANK N.V.

                                 By:__________________________________
                                   Name:
                                   Title:

                                 By:__________________________________
                                   Name:
                                   Title:

                                 BNY MIDWEST TRUST COMPANY

                                 By:__________________________________
                                   Name:
                                   Title:






                                    65
<PAGE>

<TABLE>
<CAPTION>
                                            Table of Contents

                                                                                                     Page

<S>                      <C>                                                                         <C>
ARTICLE 1   DEFINITIONS................................................................................1

     SECTION 1.01         Certain Terms Defined........................................................1

ARTICLE 2   SECURITIES.................................................................................6

    SECTION 2.01          Forms Generally..............................................................6

    SECTION 2.02          Form of Trustee's Certificate of Authentication..............................7

    SECTION 2.03          Amount Unlimited; Issuable in Series.........................................7

    SECTION 2.04          Authentication and Delivery of Securities...................................10

    SECTION 2.05          Execution of Securities.....................................................12

    SECTION 2.06          Certificate of Authentication...............................................13

    SECTION 2.07          Denomination and Date of Securities; Payments of Interest...................13

    SECTION 2.08          Registration, Transfer and Exchange.........................................14

    SECTION 2.09          Mutilated, Defaced, Destroyed, Lost and Stolen Securities...................17

    SECTION 2.10          Cancellation of Securities; Disposition Thereof.............................18

    SECTION 2.11          Temporary Securities........................................................18

ARTICLE 3   COVENANTS OF THE ISSUER...................................................................19

    SECTION 3.01          Payment of Principal and Interest...........................................19

    SECTION 3.02          Offices for Payments, etc...................................................19

    SECTION 3.03          Appointment to Fill a Vacancy in Office of Trustee..........................20

    SECTION 3.04          Paying Agents...............................................................20

    SECTION 3.05          Written Statement to Trustee................................................21

    SECTION 3.06          Luxembourg Publications.....................................................22

ARTICLE 4   SECURITYHOLDERS LISTS AND REPORTS BY THE ISSUER,
            GUARANTOR AND THE TRUSTEE.................................................................22

    SECTION 4.01          Issuer and Guarantor to Furnish Trustee Information as to Names and
                          Addresses of Securityholders................................................22

    SECTION 4.02          Preservation and Disclosure of Securityholders Lists........................22

    SECTION 4.03          Reports by the Issuer.......................................................23

    SECTION 4.04          Reports by the Trustee......................................................23



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ARTICLE 5   REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT..........................23

<S>                      <C>                                                                        <C>
    SECTION 5.01         Event of Default Defined; Acceleration of Maturity; Waiver of Default.......23

    SECTION 5.02         Collection of Indebtedness by Trustee; Trustee May Prove Debt...............25

    SECTION 5.03         Application of Proceeds.....................................................27

    SECTION 5.04         Suits for Enforcement.......................................................28

    SECTION 5.05         Restoration of Rights on Abandonment of Proceedings.........................28

    SECTION 5.06         Limitations on Suits by Securityholders.....................................28

    SECTION 5.07         Unconditional Right of Securityholders to Institute Certain Suits...........29

    SECTION 5.08         Powers and Remedies Cumulative; Delay or Omission Not Waiver of Default.....29

    SECTION 5.09         Control by Holders of Securities............................................29

    SECTION 5.10         Waiver of Past Defaults.....................................................30

    SECTION 5.11         Trustee to Give Notice of Default; But May Withhold in Certain
                         Circumstances...............................................................30

    SECTION 5.12         Right of Court to Require Filing of Undertaking to Pay Costs................31

ARTICLE 6   CONCERNING THE TRUSTEE...................................................................31

    SECTION 6.01         Duties and Responsibilities of the Trustee; During Default;
                         Prior to Default............................................................31

    SECTION 6.02         Certain Rights of the Trustee...............................................32

    SECTION 6.03         Trustee Not Responsible for Recitals, Disposition of Securities or
                         Application of Proceeds Thereof.............................................33

    SECTION 6.04         Trustee and Agents May Hold Securities or Coupons; Collections, etc.........34

    SECTION 6.05         Monies Held by Trustee......................................................34

    SECTION 6.06         Compensation and Indemnification of Trustee and Its Prior Claim.............34

    SECTION 6.07         Right of Trustee to Rely on Officer's Certificate, etc......................34

    SECTION 6.08         Indentures Not Creating Potential Conflicting Interests for the Trustee.....35


                                    -ii-
<PAGE>
<CAPTION>


<S>                      <C>                                                                        <C>
    SECTION 6.09         Persons Eligible for Appointment as Trustee.................................35

    SECTION 6.10         Resignation and Removal; Appointment of Successor Trustee...................35

    SECTION 6.11         Acceptance of Appointment by Successor Trustee..............................37

    SECTION 6.12         Merger, Conversion, Consolidation or Succession to Business of Trustee......38

    SECTION 6.13         Appointment of Authenticating Agent.........................................38

ARTICLE 7   CONCERNING THE SECURITYHOLDERS...........................................................39

    SECTION 7.01         Evidence of Action Taken by Securityholders.................................39

    SECTION 7.02         Proof of Execution of Instruments and of Holding of Securities..............39

    SECTION 7.03         Holders to Be Treated as Owners.............................................40

    SECTION 7.04         Securities Owned by Issuer Deemed Not Outstanding...........................41

    SECTION 7.05         Right of Revocation of Action Taken.........................................41

ARTICLE     SUPPLEMENTAL INDENTURES..................................................................42

    SECTION 8.01         Supplemental Indentures Without Consent of Securityholders..................42

    SECTION 8.02         Supplemental Indentures with Consent of Securityholders.....................43

    SECTION 8.03         Effect of Supplemental Indenture............................................45

    SECTION 8.04         Documents to Be Given to Trustee............................................45

    SECTION 8.05         Notation on Securities in Respect of Supplemental Indentures................45

ARTICLE 9   CONSOLIDATION, MERGER, SALE OR CONVEYANCE................................................45

    SECTION 9.01        Covenant of the Issuer Not to Merge, Consolidate, Sell or Convey
                        Property Except Under Certain Conditions.....................................45

    SECTION 9.02        Successor Corporation Substituted for the Issuer.............................46

    SECTION 9.03        Covenant of the Guarantor Not to Merge, Consolidate, Sell or Convey
                        Property Except Under Certain Conditions.....................................46

    SECTION 9.04        Successor Corporation Substituted for the Guarantor..........................47

    SECTION 9.05        Opinion of Counsel Delivered to Trustee......................................47



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ARTICLE 10  SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONIES...............................47

<S>                     <C>                                                                         <C>
    SECTION 10.01       Satisfaction and Discharge of Indenture.....................................47

    SECTION 10.02       Application by Trustee of Funds Deposited for Payment of Securities.........51

    SECTION 10.03       Repayment of Monies Held by Paying Agent....................................51

    SECTION 10.04       Return of Monies Held by Trustee and Paying Agent Unclaimed for Two Years...51

    SECTION 10.05       Indemnity for U.S. Government Obligations...................................52

ARTICLE 11  MISCELLANEOUS PROVISIONS................................................................52

    SECTION 11.01       Incorporators, Stockholders, Officers and Directors of Issuer
                        Exempt from Individual Liability............................................52

    SECTION 11.02       Provisions of Indenture for the Sole Benefit of Parties and
                        Holders of Securities and Coupons...........................................52

    SECTION 11.03       Successors and Assigns of Issuer Bound by Indenture.........................52

    SECTION 11.04       Notices and Demands on Issuer, Trustee and Holders of
                        Securities and Coupons......................................................52

    SECTION 11.05       Officer's Certificates and Opinions of Counsel; Statements
                        to Be Contained Therein.....................................................53

    SECTION 11.06       Payments Due on Saturdays, Sundays or Holidays..............................54

    SECTION 11.07       Conflict of Any Provision of Indenture with Trust Indenture Act of 1939.....54

    SECTION 11.08       New York Law to Govern......................................................55

    SECTION 11.09       Counterparts................................................................55

    SECTION 11.10       Effect of Headings..........................................................55

    SECTION 11.11       Securities in a Non-U.S. Currency...........................................55

    SECTION 11.12       Submission to Jurisdiction..................................................55

    SECTION 11.13       Judgment Currency...........................................................56

ARTICLE 12  REDEMPTION OF SECURITIES AND SINKING FUNDS..............................................57

    SECTION 12.01       Applicability of Article....................................................57

    SECTION 12.02       Notice of Redemption; Partial Redemptions...................................57

    SECTION 12.03       Payment of Securities Called for Redemption.................................58

    SECTION 12.04       Exclusion of Certain Securities from Eligibility for
                        Selection for Redemption....................................................59

    SECTION 12.05       Mandatory and Optional Sinking Funds........................................59


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<S>                     <C>                                                                         <C>
ARTICLE 13  GUARANTEE AND INDEMNITY.................................................................61

    SECTION 13.01       The Guarantee...............................................................61

    SECTION 13.02       Net Payments................................................................62

    SECTION 13.03       Guarantee Unconditional, etc................................................64

    SECTION 13.04       Reinstatement...............................................................64

    SECTION 13.05       Subrogation.................................................................64

    SECTION 13.06       Indemnity...................................................................65

    SECTION 13.07       Assumption by Guarantor.....................................................65


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