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                                                                     Exhibit 4.1

                       DEPOSIT OF CERTIFICATES OF LIMITED
                     PARTNER INTERESTS; REPRESENTATIONS AND
                          WARRANTIES OF THE PARTNERSHIP

     2.1 Deposit of Certificates of Limited Partner Interests. Pursuant to
Section 9.01 of the Partnership Agreement, and subject to terms and conditions
of this Agreement, on the Closing Date, the General Partner shall deposit with
the Depositary a Certificate or Certificates evidencing the aggregate whole
number of Units to be issued pursuant to the Exchange. Such deposit shall be
accompanied by (a) written instructions containing the name, address, social
security or taxpayer identification number of and the number of Depositary Units
to be issued to (i) each API investor, (ii) each API General Partner or
affiliate thereof and (iii) API Nominee Corp., the designated nominee for the
Non-Consenting Investors, and (b) a written request that the Depositary execute
and deliver to each such API Investor, API General Partner or affiliate thereof
and API Nominee Corp. Depositary Receipts evidencing the Depositary Units,
registered in the name-of such API investor, API General Partner or API Nominee
Corp., in accordance with such written instructions. Each API Investor, API
General Partner or affiliate thereof and API Nominee Corp. shall thereupon be
recognized by the Partnership as a Record Holder as of the Closing Date.

     2.2 Representations and Warranties of the Partnership. The Partnership
represents and warrants that (a) upon delivery, each Certificate will evidence
validly issued, fully paid and non-assessable limited partner interests and (b)
any Depositary Receipts duly executed and delivered by the Depositary under this
Agreement will evidence validly issued, fully paid and non-assessable Depositary
Units. The Depositary shall not be liable to any Person for any expense or
damage incurred as the result of any breach by the Partnership of these
representations and warranties, which shall survive the deposit of Certificates
and the delivery of Depositary Receipts.

                                   ARTICLE III

                               DEPOSITARY RECEIPTS

     3.1 Delivery Of Depositary Receipts. Subject to the terms and conditions of
this Agreement, upon the deposit of one or more Certificates by the General
Partner pursuant to Section 2.1 hereof, the Depositary shall execute and deliver


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Depositary Receipts in accordance with the written instructions of the General
Partner accompanying such deposit.

     3.2 Effect of Acceptance of Depositary Receipt. By acceptance of delivery
of a Depositary Receipt, the person to whom such Depositary Receipt is delivered
or the transferee thereof shall be deemed to be bound by the terms and
conditions of this Agreement and the Depositary Receipt as each may be amended
from time to time.

     3.3 Form of Depositary Receipt; Denominations Execution.

     (a) Depositary Receipts shall be engraved, printed or lithographed on
steel-engraved borders and shall be substantially in the form of Exhibit A to
this Agreement with appropriate insertions, modifications and omissions as are
required or permitted by this Agreement and shall be prenumbered by the bank
note company prior to delivery of the Depositary Receipts to the Depositary.

     (b) Depositary Receipts shall be issuable in denominations of any number of
Depositary units, except that no Depositary Receipt shall represent a fraction
of a Depositary Unit.

     (c) Depositary Receipts may be endorsed with, or have incorporated in the
text thereof or be accompanied by such legends or recitals, attachments or
changes, not inconsistent with the provisions of this Agreement and the
Partnership Agreement, as may be required to comply-with any applicable law or
regulation or the rules and regulations of any securities exchange upon which
the Depositary Units may be listed, or to conform with any usage with respect
thereto, or to indicate any special limitation or restriction to which any
particular Depositary Unit may be subject, or as may for any other reason be
required.

     (d) Each Depositary Receipt shall be duly executed on behalf of the
Depositary by the manual or facsimile signature of a duly authorized person of
the Depositary. No Depositary Receipt shall be entitled to any benefit under the
Partnership Agreement or this Agreement or be valid for any purpose 1-inless it
has been executed with such a signature.

     3.4 Numbering and Registration of the Depositary Receipts. All Depositary
Receipts executed by the Depositary shall be issued in numerical order. The
Record Holder of


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each number of Depositary Receipt shall be registered on the books of the
Depositary and the Transfer Agent.

     3.5 Combination and Split-Ups of Depositary Receipts. Upon surrender by the
Record Holder, in person or by duly authorized attorney, of one or more
Depositary Receipts at the Depositary's corporate office located at 61 Broadway,
New York, New York (the "Corporate Office"), or any other. office it may
designate for such purpose, for split-up or combination, the Depositary shall,
subject to the terms and conditions of this Agreement and the Partnership
Agreement:, execute and deliver one or more new Depositary Receipts in
authorized denominations as requested, evidencing the! same number of Depositary
units as evidenced by the Depositary Receipts surrendered.

     3.6 Lost or Mutilated Depositary Receipts. If any Depositary Receipt is
mutilated, destroyed, lost or stolen, the Depositary shall execute and deliver a
Depositary Receipt of like form in substitution for the mutilated, destroyed,
lost or stolen Depositary Receipt; provided, that the Depositary may-require the
Record Holder (a) to surrender any, mutilated Depositary Receipt, (b) to file
with the Depositary in a form and manner satisfactory to it, proof of the
destruction, loss or theft, and of such Record Holder's ownership, of the
Depositary Receipt and (c) to furnish the Depositary with an open indemnity bond
for the benefit of the Depositary and the Partnership, satisfactory to the
Depositary.

     3.7 Limitations on Exchange and Delivery, Transfer, Surrender and Exchange
of Depositary Receipts. As a condition precedent to the execution and delivery,
transfer, split-up, combination, surrender, or conversion or exchange of any
Depositary Receipt, the Depositary may require (a) payment of a sum sufficient
for reimbursement of any tax or governmental charge with respect thereto
(including any such tax or charge with respect to Depositary units being
deposited or withdrawn)i (b) production of proof satisfactory to it as to the
identity and genuineness of any signature or endorsement or as to the due
authorization of the action, (c) filing of such information and execution of
such documents by the transferor and/or the transferee as may be required by the
Partnership Agreement or otherwise be deemed necessary or appropriate by the
Depositary and (d) compliance with such other conditions as may be imposed under
applicable laws and regulations. The Depositary shall be entitled to rely upon,
and shall not have any liability to the Partnership, the General Partner, any
Record Holder or any other Person with respect to the content of any proof
submitted to it pursuant


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to this Section 3.7, and shall have no obligation to inquire as to the truth and
accuracy thereof.

     3.8 Cancellation and Return of Surrendered Depositary. All Depositary
Receipts surrendered to the Depositary shall be cancelled and disposed of in
accordance with the. regulatory obligations of the Depositary. The Depositary
shall, in instances in which Depositary Units have been converted to limited
partner interests pursuant to Article V hereof, return to the Partnership the
corresponding Certificate, and shall retain other instruments, documents and
records in accordance with the policies and regulations of the Depositary,
federal securities laws and rules and regulations of any securities exchange
upon which Depositary Receipts may be listed, and from time to time may deliver
such instruments, documents and records in the form retained to the Partnership.

     3.9 Supply of Depositary Receipts. The Partnership shall deliver to the
Depositary from time to time such quantities of forms of Depositary Receipts as
the Depositary may request to enable the Depositary to perform its obligations
under this Agreement.

     3.10 Filing Proofs, Certificates and Other Information. Any Record Holder
or transferee thereof may be required from time to time to file such
information, to execute such certificates and to make such representations and
warranties as the Depositary or the General Partner may reasonably deem
necessary or proper. The Depositary may withhold the delivery, transfer or
exchange of any Depositary Receipt (or any distribution in respect thereof)
until such information is filed or such certificates are executed or such
representations or warranties are made.

     3.11 Transfer, etc. The execution and delivery of Depositary Receipts may
be suspended, or the transfer, split-up, combination, surrender conversion,
exchange or delivery of outstanding Depositary Receipts may be suspended during
any period when the register of Record Holders closed or at any time and from
time to time because of' any provision of the Partnership Agreement or this
Agreement or any requirement of law, any governmental body, or commission or
any, securities exchange upon which the Depositary Units underlying the
Depositary Receipts may be listed, or when suspension is otherwise deemed
necessary or advisable by the Partnership, the General Partner or the
Depositary.

     3.12 Agent. Unless or until prohibited by law, regulation or securities
exchange rule, the Depositary


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shall also be the Transfer Agent for Depositary Receipts so long as it continues
to be the depositary for the Partnership pursuant to this Agreement it being
acknowledged by the parties hereto that the Transfer Agent shall be entitled to
terminate this Agreement and withdraw as Transfer Agent and Depositary pursuant
to Section 10.1 hereof.

                                   ARTICLE IV

                                TRANSFER OF UNITS

     4.1 Transferability. Depositary Receipts are investment securities and are
transferable according to the laws governing transfers of investment securities.
Subject to the terms and conditions of this Agreement-and the Partnership
Agreement, title to a Depositary Unit(s) may only be transferred upon surrender
of the Depositary Receipt evidencing -such Depositary Unit(s) by the holder
thereof, in person or by truly. authorized attorney, to the Depositary at. the
Corporate office or at any other office the Depositary may designate for the
purpose, properly endorsed and properly signature guaranteed or accompanied by
an instrument of transfer executed by the transferor and accompanied by a
Transfer Application properly executed by the Subsequent Transferee, whereupon
the Depositary will transfer such Depositary Unit(s) on its books and the
Subsequent Transferee shall become the Record Holder thereof. No attempted
transfer of Depositary units will be recorded and recognized by the Depositary
unless and until the requirements of this Section 4.1 are satisfied and until
any such transfer is so recorded and recognized the Depositary shall treat this
transferor of such Depositary Units as the Record,Hol4ler thereof
notwithstanding any notice to the contrary or notwithstanding any notation or
other writing on the Depositary Receipt evidencing such Depositary Units.

     4.2 Issuance of New Depositary Receipts. The Depositary shall, upon
satisfaction of the provisions of Section 4.1. hereof, execute and deliver to
the Subsequent Transferee one or more new Depositary Receipts representing, in
the aggregate, the number of Depositary units as to which such Subsequent
Transferee has been recorded on the books of the Depositary as the Record
Holder.

     4.3 Admission of Subsequent Transferees And Non-Consenting Investors as
Substituted Limited Partners. On the close of business on the last business day
of each month, the Depositary shall, on behalf of each Subsequent Transferee and
Non-Consenting Investor who has been recorded on the books of the Depositary as
a Record Holder during such month, request


                                       5

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the General Partner to admit each such Subsequent Transferee and Non-Consenting
Investor as a Substituted Limited Partner. on or prior to the 30th day after the
receipt of such request, the General Partner shall advise the Depositary which
of such Subsequent Transferees and Non-Consenting Investors have been admitted
as a Substituted Limited Partner. The Record Holder of a Depositary Receipt,
unless and until admitted as a Substituted Limited Partner, has the rights of
any assignee as provided under the Partnership Agreement in respect of the
Depositary Units evidenced by the Depositary Receipt.

                                    ARTICLE V

                        WITHDRAWAL AND REDEPOSIT OF UNITS

     5.1 Surrender of Depositary Receipts. Any Record Holder who is a Limited
Partner of the Partnership desiring to surrender his Depositary Receipts and
withdraw his Depositary Units from deposit may do so by delivering to this
Depositary at the Corporate Offices or such other office is the Depositary may
designate, his Depositary Receipts, in person or by duly authorized attorney,
properly endorsed in blank or accompanied by a properly executed instrument of
transfer (which may be in blank form). Such delivery shall be accompanied by
written instructions which set forth an intention by the Record Holder to
surrender his Depositary Receipts and withdraw his Depositary Units from
deposit,, together with such other instruments or documents as the General
Partner or the Depositary may deem necessary or desirable. The Depositary shall
deliver a copy of such instructions to the . Partnership at the Partnership's
sole cost and expenses.

     5.2 Issuance of Certificates of Limited Partner Interests. Upon receipt of
those instructions from the Depositary as set forth in Section 5.11 the
Partnership shall cause a Certificate evidencing the limited partner interests
corresponding to the surrendered Depositary Receipts to be delivered to the
Record Holder as promptly as possible following the surrender of the Depositary
Receipts. The Partnership will promptly notify the Depositary to cancel the
Depositary Receipts, to deliver to the Partnership the Certificate held by the
Depositary corresponding to the Depositary Receipts to be cancelled and to
adjust its records accordingly.

     5.3 Representations and Warranties by Record Holder. Each Record Holder
surrendering one or more Depositary Receipts under Section 5.1 shall be deemed
thereby to represent and warrant that (a) he or it is a Limited Partner of


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the Partnership, (b) he or it is, or is duly authorized to be, acting for a
Record Holder and (c) to the best of such Record Holder's knowledge, each
Depositary Unit evidenced by such Depositary Receipt is validly issued. The
Depositary shall not be liable to the Partnership, any Record Holder or any
other Person for any expense or damage incurred is a result of any breach by
such Record Holder of the foregoing representations and warranties, which shall
survive the surrender of Depositary Receipts.

     5.4 Redeposit.

     (a) Units withdrawn from deposit may be redeposited by a record Holder (a
"Depositor") by depositing with the Depositary the certificate evidencing such
units. Redeposit of Units that have been withdrawn shall be subject to receipt
by the Depositary of 60 days' advance written notice and a check, made pa-able
td the Depositary, in the amount of five (5) dollars for each one hundred (100)
Units so redeposited and to such other conditions as may be prescribed in the
Partnership Agreement. Any amounts so received by the Depositary shall be
applied by the Depositary to amounts owed by the Partnership to the Depositary.
In the event that such notice is not accompanied by such payments the Depositary
shall nevertheless perform in accordance with the instructions contained in the
notice. The Depositary shall promptly notify the. Partnership of any redeposit
of Units.

     (b) Upon each delivery to the Depositary of Certificate(s) to be
redeposited, the Depositary shall, as soon as transfer and recordation can be
accomplished, present such Certificate(s) to the Partnership for transfer and
recordation of the Units being deposited in the name of the Depositary.

     (c) Upon receipt of Certificate(s) from the Partnership in the name of the
Depositor, the Depositary shall issue and deliver at its Corporate Office to or
upon the order of the Person(s) designated by the Depositor, a Depositary
Receipt or Receipts registered in the name or names and representing the number
of Depositary Units requested.

                                   ARTICLE VI

     6.1 Reports.

     (a) The Depositary shall make available for inspection by Record Holders at
the Corporate Office and at such other


                                       7

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office or offices as it may designate, during normal business hours, and shall,
as required, furnish to the Securities and Exchange Commission (the
"Commission") any report, financial statement or Communication received from the
Partnership or the managing General Partner that is both (i) received by the
Depositary as the depositary of Certificates and (ii) made generally available
to Record Holders.

     (b) The Depositary shall keep all records required to be kept, for the
periods specified, and shall file with the Commission -all materials required so
to be filed, under the Securities Act of 1933, as amended, and the Securities
Exchange Act of 1934, by virtue of its agreement to act as Depositary and as
Transfer Agent under this Agreement. A copy of any material filed by the
Depositary with the Commission shall be mailed to the Partnership and the
General Partner within two business days after its filing. To the extent that
any such filing requires information from the Partnership or the-General
Partner, such information shall be furnished to the Depositary by the
Partnership or the General Partner in sufficient quantity and a sufficient time
in advance of the date the filing is required to be made to "'enable the
Depositary to comply with such requirements.

     6.2 Lists of Record Holders. Upon the written request. of the Partnership,
the Depositary shall as promptly as practicable furnish to the Partnership a
list, as of the date specified in such request, of the names, addresses and
social security or taxpayer identification numbers of all Record Holders.

     6.3 Maintenance of Offices and Transfer Books by Depositary.

     (a) The Depositary shall maintain at its Corporate Office, and at such
office or offices as it may designate, facilities for the execution, transfer,
split-up, combination, surrender, conversion, exchange and delivery of
Depositary Receipts.

     (b) The Depositary shall keep books at its Corporate Office for the
transfer of Depositary Receipts. The books shall be open during normal business
hours for inspection by the Record Holders upon demonstration of a valid
business Purpose for such inspection.

     (c) The Depositary may close the transfer books, at any time or from time
to time, when deemed expedient by it in connection with the performance of its
duties under this Agreement.


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                                   ARTICLE VII

                          INFORMATION AND DISTRIBUTION

     7.1 Duty to Furnish and Transmit Certain Information. The Partnership is
required by the Partnership Agreement to furnish to Record Holders certain
reports and notices. To facilitate the furnishing of such reports and notices,
the Depositary shall, at the General Partner's request, furnish to the
Partnership, as promptly as practicable, the name and address of each Person who
was a Record Holder on any record date previously established by the General
Partner. The Partnership may, in its sole discretion, elect to furnish any or
all reports or notices pursuant to the Partnership Agreement to the Depositary
and direct the Depositary to distribute to Record Holders any or all of such
reports or notices if the Partnership shall elect to direct the Depositary to
furnish any report or notice, the Partnership shall furnish to the Depositary a
sufficient quantity of each such report or notice for transmittal to Record
Holders, accompanied by directions to the Depositary as to the Persons to whom
such reports or notices are to be transmitted. Upon receipt of any such report
or notice and directions, the Depositary shall, within five business days and at
the Partnership's expense, mail such report or notice to the Persons specified
in such directions. The Depositary shall be entitled to rely upon, and shall not
have any liability to the Partnership, any Record Holder or any other Person for
distribution of such reports or notices in accordance with such directions, and
the Depositary shall not have any liability to the Partnership, any Record
Holder or-any other Person with respect to the content (including the truth,
accuracy, completeness or fairness thereof, or the conformity thereof to the
requirements of the Partnership Agreement or applicable law) of any such report.

     7.2 Distributions. As provided in the Partnership Agreement, the
Partnership may from time to time make distributions to Record Holders. To
facilitate the making Of such distributions, the Depositary shall, at the
General Partner's request, furnish to the Partnership, as promptly as
practicable, (i) the name and address of each Person who was a Record Holder on
any record date previously established by the General Partner and (ii) the
number of Depositary Units (or Units in the case of Record Holders who have
surrendered their Depositary Receipts) registered in the name of such Record
Holder on any such record date. The Partnership may, in its sole discretion,
elect to make any such distribution directly or elect to direct the Depositary
to make any such distribution to Record Holders. If the Partnership shall


                                       9

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elect to direct the Depositary to make any such distribution, then at least ten
business days before the distribution is to be made, the Partnership shall
furnish to the Depositary directions as to the Persons to whom such
distributions are to be made, the amount to be distributed to each Person, the
rate of distribution, and the date on or prior to which such distribution is to
be made. Along with such directions, the Partnership shall provide the
Depositary with a sufficient number of checks as necessary to make such
distributions. In connection therewith, a separate disbursement account: for
cash distributions shall be set up, and the Depositary shall be the sole
signatory thereof. The Depositary shall, not later than the date specified in
the Partnership's directions, deliver to the Record Holders checks by U.S. mail
in conformity with such directions and at the expense of' the Partnership.
Notwithstanding the foregoing, the amounts to be so distributed may be reduced
by any amount required to be withheld by the Partnership or the Depositary on
account of taxes or other charges which are the expense of the Record Holders.
The Depositary shall be entitled to rely upon, and shall not have any liability
to the Partnership, any Record Solder or any other Person for making any
distribution or withholding any such amounts 'in accordance with such
directions.

     7.3 Voting. Upon receipt from the Partnership of notice of any meeting at
which Record Holders are entitled to vote or of which they are entitled to
notice, the Depositary shall, at the request of the Partnership, mail to each
Record Holder, as of the Record Date specified in the notice of meeting, a copy
of the notice. At least ten business days before the notice is to be mailed the
Partnership shall furnish sufficient copies of said statement to accomplish the
foregoing notice. Whether or not a Record Holder is entitled to vote on any
matter concerning the Partnership shall be governed by the terms of the
Partnership Agreement and applicable law.

                                  ARTICLE VIII

                   STATUS AND OTHER ACTIVITIES OF DEPOSITARY;
                           IMMUNITIES, INDEMNIFICATION

     8.1 Depositary Not A Trustee, Issuer, etc. The Depositary is not a trustee.
The Depositary shall have no right or legal or equitable title to Certificates .
deposited under this Agreement or the Units evidenced thereby. The Depositary
shall have no right or power to sell, invest in, pledge, .mortgage or borrow
against any Certificates deposited under this Agreement or the Units evidenced
thereby. It is


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<PAGE>

intended that the Depositary in its capacity as depositary not be needed to be
an "issuer" or underwriter" of securities under the Federal securities laws or
applicable state securities laws, it being expressly understood and agreed that
the Depositary is acting only as a ministerial depositary for Certificates and
the Units evidenced thereby.

     8.2 Other Activities of Depositary. The Depositary may own and deal in, and
act as registrar or transfer agent for, any class of securities of the
Partnership (including Certificates, Depositary Receipts, Units and Depositary
Units), the General Partner or Affiliates of the General Partner.

     8.3 Immunities. Neither the Depositary, the General Partner or any
Affiliates of the General Partner (i) assumes any obligation or shall be subject
to any liability under this Agreement to any Record Holder or their transferees,
other than that each of them agrees to use its best judgment and good faith in
the performance of such duties as are specifically set forth in this Agreement;
(ii) shall be under any obligation to appear in, prosecute or defend any
Section, suit or other proceeding in respect of Certificates (or the Units
evidenced thereby) or Depositary Receipts (or the Depositary Units evidenced
thereby) that in its opinion may involve it in expense or liability unless
indemnity, in addition to that provided by Section 8.4, satisfactory to it
against all expense and liability be furnished as often as may be required; and
(iii) shall be liable for any action or nonaction by it in reliance upon the
advice of or information from legal counsel, accountants, any person presenting
Units for deposit, any Record Holder or their' assignees, or any other Person
believed by it in good faith to be competent to give such advice or information.
The Depositary, the General Partner and any Affiliates of the General Partner
each may rely and shall be protected in acting upon any written notice, request,
direction or other document believed by it to be genuine and to have been signed
or presented by the proper Person or Persons.

     8.4 Indemnification.

     (a) The Depositary shall indemnify and hold harmless the Partnership, the
General Partner and the officers, directors and employees of the General Partner
from any loss, liability or damage incurred or suffered by any such Person,
including attorneys' fees, due to the fraud, gross negligence or willful or
criminal misconduct of the Depositary.

     (b) The Partnership and the General Partner hereby represent and warrant
that they will indemnify and hold


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<PAGE>

harmless the Depositary, the Depositary's directors, officers, employees,
servants, agents or contractors-, or their affiliates or their heirs, successors
or assigns (individually, the "Indemnitee") incurred by them or any one of them
at any time after the date of this Agreement from and against any and all, but
not limited to, losses, damages, claims, demands, actions, suits, proceedings
liabilities (joint and several), judgments, fines, penalties, awards,
settlements costs or expenses of any nature, including. reasonable attorneys'
fees brought against, incurred, suffered, or sustained by them, or any of them,
for reasons arising by, through or as a result of any and -ill claims, demands,
actions, suits or civil, criminal or administrative or investigative proceedings
in which the Indemnitee may be involved or threatened to be involved, as a party
of otherwise, by reason of (i) this Agreement, the Partnership Agreement or any
agreement related thereto; (ii) the Indemnitee, acting pursuant to the terms of
this Agreement, or (iii) the activities of the Partnership, General Partner or
their affiliates, the Record Holders or Limited Partners; provided, however,
that any such indemnification shall only be from the assets of the Partnership
and the General Partner and not from the Record Holder's or their assigns.
Unless such claim, demands, action, suit or -proceeding arises out of the
willful, intentional or criminal misconduct, gross negligence or fraud of the
Indemnitee, expenses incurred by an Indemnitee in defending any claim, demand,
action, suit or proceeding be paid by the Partnership or the General Partner
within twenty (20) days of demand for payment by the Indemnitee and prior to the
final disposition of such claim, demand, action, suit or proceeding.
Notwithstanding the foregoing, no Indemnitee whose willful, intentional or
criminal misconduct, gross negligence or fraud caused the loss, damages, claims,
demands,. actions, suits, proceedings, liabilities (joint and several),
judgements, fines, penalties, awards, settlements, costs or expenses of any
nature, including reasonable attorney's fees may receive such indemnification
and any such Indemnitee who has received payment for expenses pursuant to the
previous sentence shall be obligated to repay the amount of such payment to the
Partnership or the General Partner, as the case may be, promptly after it has
been determined that such Indemnitee was not entitled to be so indemnified;
however, the termination of any action, suit or proceeding by judgment, order,
settlement, or conviction upon a plea of nolo contendere or its equivalent,
shall not, in and of itself, create a-presumption or otherwise constitute
evidence that the Indemnitee's acts were willful, criminal or intentional
misconduct, gross negligence, or fraud on its part. The representations and
warranties contained herein shall survive the date and termination of this
Agreement.


                                       12

<PAGE>

     8.5 Tax Matters. The Depositary shall not have any duty, obligation or
liability with respect to (i) allocation and Distribution of Federal tax
benefits and responsibilities respecting the Partnership, the General Partner or
the Record Holders or (ii) any income or other tax reporting obligations imposed
upon the Partnership or any Record Holder to the Internal Revenue Service or any
other Federal, state or local taxing authority.

                                   ARTICLE IX

                              EXPENSES AND CHARGES

     9.1 General. The Depositary shall be reimburses for its services by the
Partnership in amounts equal to the amounts its shall be agreed upon by the
Partnership an4i the Depositary from. time to time.

     9.2 Governmental Charges. If any tax or other governmental charge becomes
payable with respect to a Certificate or a Depositary Receipt or Units or
Depositary Unit as evidenced, thereby or with respect to the deposit, transfer
or surrender of any of the foregoing, such tax (including transfer tax, if any)
or governmental charge shall be payable by the appropriate Record Holder.
Transfer of a Depositary Receipt or conversion of the underlying Depositary
Units into Units may be refused until such payment is made, and any distribution
may be withheld and be applied to payment of such tax or other governmental
charge, with such Record Holder remaining liable for any deficiency.

                                    ARTICLE X

                     RESIGNATION AND REMOVAL OF DEPOSITARY:
                     AMENDMENT AND TERMINATION OF AGREEMENT

     10.1 Resignation and Removal of Depositary; Appointment of Successor
Depositary.

     (a) The Depositary may at any time resign as Depositary under this
Depositary Agreement upon sixty (60) days' written notice of its-election to do
so delivered to the Partnership, such resignation to take effect upon the
appointment of a successor depositary and its acceptance of such appointment as
hereinafter provided. The Depositary may terminate its obligations under this
Agreement ten (10) days after a demand for payment of unpaid invoices is
delivered in writing to the Partnership and the Partnership has not responded
with Payments as demanded.


                                       13

<PAGE>

     (b) The Depositary May at any time be removed by the Partnership upon sixty
(60) days' written notice of removal delivered by the Partnership to the
Depositary. Such removal shall be effective upon the appointment of a successor
depositary and its acceptance of such appointment as hereinafter provided.

     (c) if the Depositary resigns or is removed, the Partnership shall, after
the delivery of the notice of resignation or removal, as the case may be,
appoint a successor depositary. If no successor has been appointed within
seventy -five (75) days of the delivery of the notice of resignation or removal,
the General Partner shall become the successor depositary. Any successor
depositary shall execute and deliver to its predecessor and to the Partnership
an Instrument accepting its appointment, and thereupon such successor
depositary, without any further act or deed, shall become fully vested with all
the rights, powers, duties and obligations of its predecessor. The predecessor,
upon payment of any sum due it and on the written request of the Partnership and
at the Partnership's sole expense, shall execute and deliver an instrument
transferring to the successor depositary all rights and powers of the
predecessor under this Agreement, shall duly deliver to and deposit with the
successor depositary all Certificates theretofore on deposit with the
predecessor and shall deliver to the successor depositary a list of the Record
Holders of all outstanding Depositary Units and Units and all records and books
maintained by it. Any successor depositary shall promptly mail notice of its
appointment-to the Record 'Raiders,

     (d) Any corporation into or with which the Depositary may be merged or
consolidated shall be the successor of the Depositary without the execution or
filing of any document of any further act.

     10.2 Amendment.


     (a) Any provision of this Agreement, including the form of Depositary
Receipt, may at any time and from time to time be amended in any respect by
mutual agreement of the Partnership and the Depositary, so long as such
amendment does not impair the right of a Record Holder who is a Limited Partner
to surrender a- Depositary Unit and withdraw from deposit any of the Depositary
Units evidenced thereby or to redeposit Units previously withdrawn from deposit
and receive a Depositary Receipt evidencing such redeposited Units.


                                       14

<PAGE>

     (b) Any amendment of this Agreement that imposes any fee, tax or charge
(other than fees and charges provided for in this Agreement) upon, or otherwise
adversely affects the rights of, Record Holders shall not be effective until the
expiration of 30 days after notice of the amendment ahs been given to the Record
Holders.

     (c) The Depositary shall give notice of any amendment of this Agreement to
each securities exchange upon which Depositary Units may be listed and shall
also give notice thereof in writing to all Record Holders In the discretion of
the Depositary, the text or substance of any amendment may be incorporated-in
the Depositary Receipts issued after its adoption.

     (d) Every Record Holder at the time any amendment of this Agreement becomes
effective shall be deemed, by continuing to hold a Depositary Receipt evidencing
Depositary Units, to consent and agree to the amendment and to be bound .by this
Depositary Agreement as amended thereby.

     10.3 Termination.

     (a) The Depositary shall terminate this Agreement, whenever directed to do
so by the Partnership, by mailing, at the Partnership's sole expense, notice of
termination to the Record Holders at least 60 days before the date fixed for the
termination in such notice.

     (b) Upon termination of this Agreement, the Depositary shall discontinue
the transfer of Depositary Units, shal1 suspend the distribution of reports,
notices and disbursements to Record Holders, shall be discharged from all
obligation under this Agreem6nt, except for its obligations under Section 8.4
hereof, and shall not give any further notice (other than notice of such
termination) or perform any further act under this Agreement except, if such
termination is not in connection with the execution of a new Agreement with a
new Depositary, that the Depositary shall, at the Partnership's sole expense
continue to accept Depositary Receipts and written instructions for-the
surrender thereof pursuant to Section 5.1 hereof and shall return such
instructions to the presenter thereof, along with notice as to the a appropriate
recipient, as indicated by the Partnership, to whom such instructions should be
sent. Upon request of the Partnership, the Depositary shall deliver all books,
records, Certificates, Depositary Receipts and other documents respecting the
subject matter of this Agreement to the Partnership.


                                       15

<PAGE>

     (c) Upon termination of this Agreement, the Partnership, the General
Partner and the Record Holders shall be discharged from all obligations under
this Agreement, except for the obligations of the Partnership and the Managing
General Partner under Section 8.4 and Article IX hereof.

                                   ARTICLE XI

                                  MISCELLANEOUS

     11.1 Counterparts. This Agreement may be executed in any number of.
counterparts, which shall constitute one and the same instrument. Copies of this
Agreement shall be filed with the Depositary and shall be open to inspection
during normal business hours at the Depositary's Corporate Office by any Record
Holder.

     11.2 Invalidity of Provisions. If any provision, of .this Agreement or of
the Depositary Receipts is or becomes invalid, illegal or unenforceable in any
respect of the validity, legality and enforceability of the remaining provisions
contained herein or therein shall not be affected thereby.

     11.3 Notices.

     (a) Any notice to be- given hereunder shall be deemed to have been duly
given if personally delivered or sent be telegram or telex, confirmed by letter,
addressed to the party in the manner and at the address shown below, or at such
address as the party has specified in a notice given. in accordance with this
Section 11.3.


                  To the Partnership:

                         American Real Estate Partners, L.P.
                         666 Third Avenue
                         New York, New York 10017
                         Attn: Lynn Zuckerman Gray

                  To the General Partner:

                         American Property Investors, Inc.
                         666 Third Avenue
                         New York, New York   10017
                         Attn: Lynn Zuckerman Gray


                                       16

<PAGE>

                  To the Depositary:

                         Registrar & Transfer Co.
                         10 Commerce Drive
                         Cranford, New Jersey
                         Attn: William P. Tatler

     (b) Any notice to be given to any Record Holder shall be deemed to have
been duly given if personally delivered or sent by mail or by telegram or telex
confirmed by letter, addressed to such Record Holder at the' address of such
Record Solder as it appears on the books of the Depositary or if such Record
Holder has filed with the Depositary a written .request that notices intended
for such Record Holder be mailed to some other address, at the address
designated in such request.

     (c) Any notice shall be deemed given, unless earlier received, (i) if sent
by certified or registered mail, return receipt requested, or by first-class
mail, five calendar days after being deposited in the United States mails,
postage prepaid, (ii) if sent by United States Express Mail, two calendar days
after being deposited in the United States mails, postage prepaid, (iii) if sent
by telegram or, telex or facsimile transmission, on the date sent provided
confirmatory notice sha11 be promptly sent by first-class mail, postage prepaid,
or (iv) if delivered by hand, on the date of receipt.

     11.4 Record Holders to the Parties. The Record Holders and their
transferees from t shall be, and shall be deemed to be, parties to this
Agreement and shall be bound by all the terms and conditions hereof and of the
Depositary Receipts by acceptance thereof.

     11.5 Binding Effects. No party to this Agreement, other than a Record
Holder, may sell, transfer or otherwise convey any of its rights, or delegate
any of its duties, under this Agreement without the prior written consent of all
other parties hereto except that the Depositary may, in its discretion, delegate
those ministerial duties which are so delegated in the normal course of its
business; provided, however, that any merger, sale or reorganization of any
party shall not constitute a sale, assignment, transfer, conveyance or
delegation for this purpose. Any attempted sale, assignment, transfer,
conveyance or delegation in violation of this Section 11.5 shall be void.

     11.6 Pronouns and Plurals. Whenever the context may require, any pronoun
used herein shall include the corresponding


                                       17

<PAGE>

masculine, feminine or neuter forms, and the singular form of nouns, pronouns
and verbs shall include the plural and vice versa.

     11.7 Governing Law. This Agreement and the Depositary Receipts and all
rights hereunder and thereunder and provisions hereof and thereof shall be
governed by and construed in accordance with the laws of the State of Delaware.

     11.8 Captions. The headings of articles and sections in this Agreement and
in the form of Depositary Receipt set forth in Exhibit A hereto have been
inserted for convenience only and are not to be regarded as a part of this
Agreement or of any Depositary Receipt or to have any bearing upon the meaning
or interpretation of any provisions contained herein or in the Depositary
Receipt.

     IN WITNESS WHEREOF, the parties have executed this Depositary Agreement as
of the date first above written.


                                 AMERICAN REAL ESTATE
                                     PARTNERS, L.P.

                                 By: American Property Investors,
                                       Inc., the general partner


                                 By:
                                     -------------------------------------------
                                                   Title:  SVP

                                 AMERICAN PROPERTY INVESTORS, INC.


                                 By:
                                     -------------------------------------------
                                                   Title: SVP


                                 REGISTRAR AND TRANSFER COMPANY


                                 By:
                                     -------------------------------------------
                                                 Title: President


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