<PAGE>

                                                                     Exhibit 4.7

                                    INDENTURE

                              Dated as of _________

                                     Between

                             RAIT PARTNERSHIP, L.P.

                                       and

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

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<S>                                                                                                     <C>
ARTICLE ONE.  DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION................................    1
   SECTION 101.            DEFINITIONS...............................................................    1
   SECTION 102.            COMPLIANCE CERTIFICATES AND OPINIONS......................................    9
   SECTION 103.            FORM OF DOCUMENTS DELIVERED TO TRUSTEE....................................    9
   SECTION 104.            ACTS OF HOLDERS...........................................................   10
   SECTION 105.            NOTICES, ETC., TO TRUSTEE AND ISSUER......................................   11
   SECTION 106.            NOTICE TO HOLDERS; WAIVER.................................................   11
   SECTION 107.            EFFECT OF HEADINGS AND TABLE OF CONTENTS..................................   12
   SECTION 108.            SUCCESSORS AND ASSIGNS....................................................   12
   SECTION 109.            SEVERABILITY CLAUSE.......................................................   12
   SECTION 110.            BENEFITS OF INDENTURE.....................................................   12
   SECTION 111.            GOVERNING LAW.............................................................   12
   SECTION 112.            LEGAL HOLIDAYS............................................................   12
   SECTION 113.            QUALIFICATION UNDER TRUST INDENTURE ACT...................................   13
   SECTION 114.            COUNTERPARTS..............................................................   13
ARTICLE TWO.  SECURITIES FORMS.......................................................................   13
   SECTION 201.            FORMS OF SECURITIES.......................................................   13
   SECTION 202.            FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION...........................   13
   SECTION 203.            SECURITIES ISSUABLE IN GLOBAL FORM........................................   14
ARTICLE THREE.  THE SECURITIES.......................................................................   15
   SECTION 301.            AMOUNT; ISSUABLE IN SERIES................................................   15
   SECTION 302.            DENOMINATIONS.............................................................   17
   SECTION 303.            EXECUTION, AUTHENTICATION, DELIVERY AND DATING............................   17
   SECTION 304.            TEMPORARY SECURITIES......................................................   19
   SECTION 305.            REGISTRATION, REGISTRATION OF TRANSFER
                              AND EXCHANGE...........................................................   21
   SECTION 306.            MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES..........................   23
   SECTION 307.            PAYMENT OF INTEREST; INTEREST RIGHTS RESERVED.............................   24
   SECTION 308.            PERSONS DEEMED OWNERS.....................................................   25
   SECTION 309.            CANCELLATION..............................................................   26
   SECTION 310.            COMPUTATION OF INTEREST...................................................   26
   SECTION 311.            CUSIP NUMBERS.............................................................   26
ARTICLE FOUR.  SATISFACTION AND DISCHARGE............................................................   26
   SECTION 401.            SATISFACTION AND DISCHARGE OF INDENTURE...................................   26
   SECTION 402.            APPLICATION OF TRUST FUNDS................................................   27
ARTICLE FIVE.  REMEDIES..............................................................................   28
   SECTION 501.            EVENTS OF DEFAULT.........................................................   28
   SECTION 502.            ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT........................   29
   SECTION 503.            COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT
                              BY TRUSTEE.............................................................   30
   SECTION 504.            TRUSTEE MAY FILE PROOFS OF CLAIM..........................................   31
   SECTION 505.            TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF                             32
                              SECURITIES.............................................................
   SECTION 506.            APPLICATION OF MONEY COLLECTED............................................   32
   SECTION 507.            LIMITATION ON SUITS.......................................................   32
   SECTION 508.            UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL,
                              PREMIUM, IF ANY, AND OTHER SUMS........................................   33
   SECTION 509.            RESTORATION OF RIGHTS AND REMEDIES........................................   33
   SECTION 510.            RIGHTS AND REMEDIES CUMULATIVE............................................   33
   SECTION 511.            DELAY OR OMISSION NOT WAIVER..............................................   33
   SECTION 512.            CONTROL BY HOLDERS OF SECURITIES..........................................   34
   SECTION 513.            WAIVER OF PAST DEFAULTS...................................................   34
   SECTION 514.            WAIVER OF USURY, STAY OR EXTENSION LAWS...................................   34
   SECTION 515.            UNDERTAKING FOR COSTS.....................................................   34
ARTICLE SIX.  THE TRUSTEE............................................................................   35
   SECTION 601.            NOTICE OF DEFAULTS........................................................   35
</TABLE>

<PAGE>

<TABLE>
<S>                                                                                                     <C>
   SECTION 602.            CERTAIN RIGHTS OF TRUSTEE.................................................   35
   SECTION 603.            NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES....................   38
   SECTION 604.            MAY HOLD SECURITIES.......................................................   38
   SECTION 605.            MONEY HELD IN TRUST.......................................................   38
   SECTION 606.            COMPENSATION AND REIMBURSEMENT............................................   38
   SECTION 607.            CORPORATE TRUSTEE REQUIRED ELIGIBILITY;
                              CONFLICTING INTERESTS..................................................   39
   SECTION 608.            RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.........................   39
   SECTION 609.            ACCEPTANCE OF APPOINTMENT BY SUCCESSOR....................................   41
   SECTION 610.            MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO
                              BUSINESS...............................................................   42
   SECTION 611.            APPOINTMENT OF AUTHENTICATING AGENT.......................................   42
   SECTION 612.            RIGHT OF TRUSTEE IN CAPACITY OF SECURITY REGISTRAR OR
                              PAYING AGENT...........................................................   44
ARTICLE SEVEN.  HOLDERS' LIST AND REPORTS BY TRUSTEE AND ISSUER......................................   45
   SECTION 701.            DISCLOSURE OF NAMES AND ADDRESSES OF HOLDERS..............................   45
   SECTION 702.            REPORTS BY TRUSTEE........................................................   45
   SECTION 703.            REPORTS BY ISSUER.........................................................   45
   SECTION 704.            ISSUER TO FURNISH TRUSTEE NAMES AND ADDRESSES OF
                              HOLDERS................................................................   46
ARTICLE EIGHT.  CONSOLIDATION, MERGER, SALE, LEASE OR CONVEYANCE.....................................   47
   SECTION 801.            CONSOLIDATIONS AND MERGERS OF ISSUER AND SALES, LEASES
                              AND CONVEYANCES PERMITTED..............................................
                           SUBJECT TO CERTAIN CONDITIONS.............................................   47
   SECTION 802.            RIGHTS AND DUTIES OF SUCCESSOR PERSON.....................................   47
   SECTION 803.            OFFICERS' CERTIFICATE AND OPINION OF COUNSEL..............................   47
</TABLE>

<PAGE>

<TABLE>
<S>                                                                                                     <C>
ARTICLE NINE.  SUPPLEMENTAL INDENTURES...............................................................   48
   SECTION 901.            SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS........................   48
   SECTION 902.            SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS...........................   49
   SECTION 903.            EXECUTION OF SUPPLEMENTAL INDENTURES......................................   50
   SECTION 904.            EFFECT OF SUPPLEMENTAL INDENTURES.........................................   50
   SECTION 905.            CONFORMITY WITH TRUST INDENTURE ACT.......................................   50
   SECTION 906.            REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES........................   51
   SECTION 907.            NOTICE OF SUPPLEMENTAL INDENTURES.........................................   51
ARTICLE TEN.  COVENANTS..............................................................................   51
   SECTION 1001.           PAYMENT OF INTEREST, PRINCIPAL, PREMIUM, IF ANY, AND
                              OTHER SUMS.............................................................   51
   SECTION 1002.           MAINTENANCE OF OFFICE OR AGENCY...........................................   51
   SECTION 1003.           MONEY FOR SECURITIES PAYMENTS TO BE HELD IN TRUST.........................   52
   SECTION 1004.           [Intentionally omitted]...................................................   53
   SECTION 1005.           [intentionally omitted]...................................................   53
   SECTION 1006.           EXISTENCE.................................................................   53
   SECTION 1007.           MAINTENANCE OF PROPERTIES.................................................   53
   SECTION 1008.           INSURANCE.................................................................   53
   SECTION 1009.           PAYMENT OF TAXES AND OTHER CLAIMS.........................................   53
   SECTION 1010.           PROVISION OF FINANCIAL INFORMATION........................................   54
   SECTION 1011.           STATEMENT AS TO COMPLIANCE................................................   54
   SECTION 1012.           ADDITIONAL SUMS...........................................................   54
   SECTION 1013.           WAIVER OF CERTAIN COVENANTS...............................................   54
ARTICLE ELEVEN.            REDEMPTION OF SECURITIES..................................................   55
   SECTION 1101.           APPLICABILITY OF ARTICLE..................................................   55
   SECTION 1102.           ELECTION TO REDEEM; NOTICE TO TRUSTEE.....................................   55
   SECTION 1103.           SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED.........................   55
   SECTION 1104.           NOTICE OF REDEMPTION......................................................   55
   SECTION 1105.           DEPOSIT OF REDEMPTION PRICE...............................................   56
   SECTION 1106.           SECURITIES PAYABLE ON REDEMPTION DATE.....................................   57
   SECTION 1107.           SECURITIES REDEEMED IN PART...............................................   57
ARTICLE TWELVE.            SINKING FUNDS.............................................................   57
   SECTION 1201.           APPLICABILITY OF ARTICLE..................................................   57
   SECTION 1202.           SATISFACTION OF SINKING FUND PAYMENT WITH SECURITIES......................   58
   SECTION 1203.           REDEMPTION OF SECURITIES FOR SINKING FUND.................................   58
ARTICLE THIRTEEN.          REPAYMENT AT THE OPTION OF HOLDERS........................................   58
   SECTION 1301.           APPLICABILITY OF ARTICLE..................................................   58
   SECTION 1302.           REPAYMENT OF SECURITIES...................................................   59
   SECTION 1303.           EXERCISE OF OPTION........................................................   59
   SECTION 1304.           WHEN SECURITIES PRESENTED FOR REPAYMENT BECOME DUE
                              AND PAYABLE............................................................   60
   SECTION 1305.           SECURITIES REPAID IN PART.................................................   60
ARTICLE FOURTEEN.          DEFEASANCE AND COVENANT DEFEASANCE........................................   60
   SECTION 1401.           APPLICABILITY OF ARTICLE; ISSUER'S OPTION TO EFFECT
                              DEFEASANCE OR COVENANT DEFEASANCE......................................   60
   SECTION 1402.           DEFEASANCE AND DISCHARGE..................................................   61
   SECTION 1403.           COVENANT DEFEASANCE.......................................................   61
   SECTION 1404.           CONDITIONS TO DEFEASANCE OR COVENANT DEFEASANCE...........................   62
   SECTION 1405.           DEPOSITED MONEY AND GOVERNMENT OBLIGATIONS TO BE HELD
                              IN TRUST; OTHER MISCELLANEOUS PROVISIONS...............................   63
ARTICLE FIFTEEN.           MEETINGS OF HOLDERS OF SECURITIES.........................................   64
   SECTION 1501.           PURPOSES FOR WHICH MEETINGS MAY BE CALLED.................................   64
   SECTION 1502.           CALL, NOTICE AND PLACE OF MEETINGS........................................   64
   SECTION 1503.           PERSONS ENTITLED TO VOTE AT MEETINGS......................................   64
   SECTION 1504.           QUORUM; ACTION............................................................   64
   SECTION 1505.           DETERMINATION OF VOTING RIGHTS; CONDUCT AND
                              ADJOURNMENT OF MEETINGS................................................   65
   SECTION 1506.           COUNTING VOTES AND RECORDING ACTION OF MEETINGS...........................   66
   SECTION 1507.           EVIDENCE OF ACTION TAKEN BY HOLDERS.......................................   66
   SECTION 1508.           PROOF OF EXECUTION OF INSTRUMENTS.........................................   67
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
     TRUST INDENTURE ACT SECTION                   INDENTURE SECTION
     ---------------------------                   -----------------
<S>                                                <C>
       Sec. 310(a)(i)                                607
               (a)(2)                                607
               (b)                                   607, 608
       Sec. 312(a)                                   704
       Sec. 312(c)                                   701
       Sec. 313(a)                                   702
               (c)                                   702
       Sec. 314(a)                                   703
               (a)(4)                                1011
               (c)(1)                                102
               (c)(2)                                102
               (e)                                   102
       Sec. 315(b)                                   601
       Sec. 316(a) (last sentence)                   101  ("Outstanding")
               (a)(1)(A)                             502, 512
               (a)(1)(B)                             513
               (b)                                   508
       Sec. 317(a)(1)                                503
               (a)(2)                                504
       Sec. 318(a)                                   113
               (c)                                   113
</TABLE>

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

NOTE: This reconciliation shall not, for any purpose, be deemed to be part of
      the indenture.

      Attention should also be directed to Section 318(c) of the Trust Indenture
Act, which provides that the provisions of Sections 310 to and including 317 of
the Trust Indenture Act are a part of and govern every qualified indenture,
whether or not set forth in the indenture.

<PAGE>

      INDENTURE (this "Indenture"), dated as of _______ between RAIT
PARTNERSHIP, L.P., a Delaware Limited partnership, (the "Issuer"), having its
principal offices at 1818 Market Street, Philadelphia, Pennsylvania 19103 and
__________________________, a bank duly organized and existing under the laws of
___________________, as trustee hereunder (the "Trustee"), having its Corporate
Trust Office at ________________________.

                             RECITALS OF THE ISSUER

      The Issuer has duly authorized the execution and delivery of this
Indenture to provide for the issuance of up to $300,000,000 of debt securities
(hereinafter called the "Securities") evidencing its unsecured and
unsubordinated indebtedness, bearing interest at the rates or formulas, maturing
at such times and having such other provisions as shall be fixed as hereinafter
provided.

      Upon making the appropriate filings with the Securities and Exchange
Commission, this Indenture will be subject to the provisions of the Trust
Indenture Act of 1939, as amended, and the rules and regulations of the
Securities and Exchange Commission promulgated thereunder that are deemed to be
incorporated into this Indenture and shall, to the extent applicable, be
governed by such provisions.

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

      NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

ARTICLE ONE. DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

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

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

      (2)   all other terms used herein which are defined in the Trust Indenture
            Act of 1939, as amended, either directly or by reference therein,
            have the meanings assigned to them therein;

      (3)   all accounting terms not otherwise defined herein have the meanings
            assigned to them in accordance with USGAAP (as such term is
            hereinafter defined);

      (4)   the words "herein," "hereof," "hereto" 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;

      (5)   the word "or" is always used inclusively;

<PAGE>

      (6) the word "including" is not limiting;

      (7)   references in this Indenture to any agreement, other document or law
            "as amended" or "as amended from time to time," or to "amendments"
            of any document or law, shall include any amendments, supplements,
            replacements, renewals or other modifications from time to time,
            provided in the case of modifications to documents, such
            modifications are permissible under this Indenture; and

      (8)   references in this Indenture to any law include regulations
            promulgated thereunder from time to time.

      "Acquired Indebtedness" means Debt of a Person (i) existing at the time
the Person becomes a Subsidiary of or is merged with or into any other Person,
or (ii) assumed in connection with the acquisition of assets from the Person, in
each case, other than Debt incurred in connection with, or in contemplation of,
the Person becoming a Subsidiary or that acquisition. Acquired Indebtedness
shall be deemed to be incurred on the date of the related acquisition of assets
from any Person or the date the acquired Person becomes a Subsidiary of or is
merged with or into such other Person.

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

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

      "Authenticating Agent" means any Person authorized by the Trustee pursuant
to Section 611 to act on behalf of the Trustee to authenticate Securities of one
or more series.

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

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

      "Board of Trustees" means the board of trustees of the Issuer or any
committee of that board duly authorized to act thereunder.


                                       2
<PAGE>

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

      "Business Day" when used with respect to any Place of Payment or any other
location referred to in this Indenture or in the Securities, means, unless
otherwise specified with respect to any Securities pursuant to Section 301, any
day, other than a Saturday or Sunday or other day on which banking institutions
in that Place of Payment or particular location are authorized or required by
law, regulation or executive order to close.

      "Commission" means the Securities and Exchange Commission, as from time to
time constituted, created under the Exchange Act, or, if at any time after
execution of this Indenture such Commission is not existing and performing the
duties now assigned to it under the TIA, then the body performing such duties on
such date.

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

      "Custodian" has the meaning specified in Section 501.

      "Debt" of any Person means, without duplication, any indebtedness of such
Person, whether or not contingent, in respect of (i) borrowed money or for the
deferred purchase price of property or services excluding any trade payables and
other accrued current liabilities arising in the ordinary course of business,
including, without limitation, indebtedness evidenced by bonds, notes,
debentures or similar instruments, (ii) indebtedness secured by any mortgage,
pledge, lien, charge, encumbrance or any security interest existing on property
owned by such Person, (iii) the reimbursement obligations, contingent or
otherwise, in connection with any letters of credit actually issued or amounts
representing the balance deferred and unpaid of the purchase price of any
property except any such balance that constitutes an accrued expense or trade
payable or (iv) any lease of property by such Person as lessee which is
reflected on such Person's consolidated balance sheet as a capitalized lease in
accordance with USGAAP; in the case of items of indebtedness under (i) through
(iii), above, to the extent that any such items (other than letters of credit)
would appear as a liability on such Person's consolidated balance sheet in
accordance with USGAAP, and also includes, to the extent not otherwise included,
any obligation by such Person to be liable for, or to pay, as obligor, guarantor
or otherwise (other than for purposes of collection in the ordinary course of
business), indebtedness of another Person (other than such Person and its
Subsidiaries) (it being understood that "Debt" shall be deemed to be incurred by
the Issuer and its Subsidiaries on a consolidated basis whenever the Issuer and
its Subsidiaries on a consolidated basis shall create, assume, guarantee or
otherwise become liable in respect thereof; Debt of a Subsidiary of the Issuer
existing prior to the time it became a Subsidiary of the Issuer shall be deemed
to be incurred upon such Subsidiary's becoming a Subsidiary of the Issuer, and
Debt of a Person existing prior to a merger or consolidation of such Person with
the Issuer or any Subsidiary of the Issuer in which such Person is the successor
of the Issuer or such Subsidiary shall be deemed to be incurred upon the
consummation of such merger or consolidation); provided, however, that the term
Debt shall not include any such indebtedness that has been the subject of an "in
substance" defeasance in accordance with USGAAP.


                                       3
<PAGE>

      "Defaulted Interest" has the meaning specified in Section 307.

      "DTC" means the Depository Trust Company.

      "Event of Default" has the meaning specified in Article Five.

      "Exchange Act" means the Securities Exchange Act of 1934 and any successor
statute thereto, in each case as amended from time to time, and the rules and
regulations of the Commission thereunder.

      "General Partner" means RAIT General, Inc., as general partner of the
Issuer, and any successor thereto.

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

      "Holder" means the Person in whose name a Security is registered in the
Security Register.

      "Indenture" means this instrument as originally executed or as it may from
time to time be supplemented or amended by one or more indentures supplemental
hereto entered into pursuant to the applicable provisions hereof, and shall
include the terms of a particular series of Securities established as
contemplated by Section 301.

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

      "Interest," when used with respect to an Original Issue Discount Security
which by its terms bears interest only after Maturity, shall mean interest
payable after Maturity.

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


                                       4
<PAGE>

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

      "Issuer Request" and "Issuer Order" mean, respectively, a written request
or order signed in the name of the Issuer by its Chairman of the Board of
Trustees, its Chief Executive Officer, its President, its Chief Operating
Officer or a Vice President (whether or not designated by a number or a word or
words added before or after the title "vice president"), and by its Treasurer or
an Assistant Treasurer, or its Secretary or an Assistant Secretary, and
delivered to the Trustee.

    "Legal Holiday" means a day that is not a Business Day.

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

      "Officers' Certificate" means a certificate signed by the Chairman of the
Board of Directors, the Chief Executive Officer, the President, the Chief
Operating Officer or a Vice President (whether or not designated by a number or
a word or words added before or after the title "vice president") of the General
Partner and by the Treasurer or an Assistant Treasurer, or the Secretary or an
Assistant Secretary of the General Partner, and delivered to the Trustee.

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

      "Original Issue Discount Security" means any Security which provides for
an amount less than the principal amount thereof to be due and payable upon a
declaration of acceleration of the Maturity thereof pursuant to Section 502.

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

      (i)   Securities theretofore canceled by the Trustee or the Security
            Registrar or delivered to the Trustee or the Security Registrar for
            cancellation,

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


                                       5
<PAGE>

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

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

provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder or are present at
a meeting of Holders for quorum purposes, and for the purpose of making the
calculations required by TIA Section 313, (i) the principal amount of an
Original Issue Discount Security that may be counted in making such
determination or calculation and that shall be deemed to be Outstanding for such
purpose shall be equal to the amount of principal thereof that would be (or
shall have been declared to be) due and payable, at the time of such
determination or calculation, upon a declaration of acceleration of the maturity
thereof pursuant to Section 502, (ii) the principal amount of any Indexed
Security that may be counted in making such determination or calculation and
that shall be deemed Outstanding for such purpose shall be equal to the
principal face amount of such Indexed Security at original issuance, unless
otherwise provided with respect to such Security pursuant to Section 301, and
(iii) Securities owned by the Issuer or any other obligor upon the Securities or
any Affiliate of the Issuer or of such other obligor shall be disregarded and
deemed not to be Outstanding, except that, in determining whether the Trustee
shall be protected in making such determination or calculation or in relying
upon any such request, demand, authorization, direction, notice, consent or
waiver, only Securities which a Responsible Officer of the Trustee actually
knows to be 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 or any
other obligor upon the Securities or any Affiliate of the Issuer or of such
other obligor.

      "Paying Agent" means any Person authorized by the Issuer to pay the
interest on, principal of, premium if any, and any other sums payable on any
Securities on behalf of the Issuer.

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

      "Place of Payment," when used with respect to any Security, means the
place or places where the interest on, principal of, premium, if any, and any
other sums in respect of such Securities are payable as specified as
contemplated by Sections 301 and 1002.

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


                                       6
<PAGE>

      "Recourse Indebtedness" means all Debt of the Issuer, excluding however
Secured Debt in which the liability of the obligor thereon is limited to the
obligor's interest in the collateral securing such Secured Debt, provided that
no Secured Debt so limited shall constitute Recourse Indebtedness by reason of
provisions therein for imposition of full recourse liability on the obligor for
certain wrongful acts, environmental liabilities, or other customary exclusions
from the scope of so-called "non-recourse" provisions.

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

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

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

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

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

      "Responsible Officer," when used with respect to the Trustee, means any
officer in its corporate trust department (or similar group), including any
senior vice president, vice president, assistant vice president, secretary,
assistant secretary or any other officer of the Trustee customarily performing
functions similar to those performed by any of the above designated officers,
and also means, with respect to a particular corporate trust matter, any other
officer to whom such matter is referred because of such officer's knowledge and
familiarity with the particular subject.

      "Secured Debt" means, without duplication, Debt that is secured by a
mortgage, trust deed, deed of trust, deed to secure Debt, security agreement,
pledge, conditional sale or other title retention agreement, capitalized lease,
or other like agreement granting or conveying security title to or a security
interest in real property or other tangible assets. Secured Debt shall be deemed
to be incurred (i) on the date the Issuer or any Subsidiary creates, assumes,
guarantees or otherwise becomes liable in respect thereof if it is secured in
the manner described in the preceding sentence on such date or (ii) on the date
the Issuer or any Subsidiary first secures such Debt in the manner described in
the preceding sentence if such Debt was not so secured on the date it was
incurred.


                                       7
<PAGE>

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

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

      "Significant Subsidiary" means any Subsidiary which is a "significant
subsidiary" (as defined in Article I, Rule 1-02 of Regulation S-X, promulgated
under the Securities Act of 1933, as amended) of the Issuer.

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

      "Stated Maturity," when used with respect to any Security or any
installment of principal thereof or interest thereon or any other amounts
payable with respect thereto, means the date specified in such Security as the
fixed date on which the principal of such Security or such installment of
principal or interest, or such other amounts payable, are due and payable.

      "Subsidiary" means, as to any Person, (i) a corporation, partnership,
limited liability company, trust, real estate investment trust or other entity a
majority of the voting power of the voting equity securities of which are owned,
directly or indirectly, by such Person or by one or more Subsidiaries of such
Person; and (ii) a partnership, limited liability company, trust, real estate
investment trust or other entity not treated as a corporation for federal income
tax purposes the majority of the equity interests of which are owned, directly
or indirectly, by such Person or by one or more other Subsidiaries of such
Person.

      "Trust Indenture Act" or "TIA" means the Trust Indenture Act of 1939, as
amended and as in force at the date as of which this Indenture was executed,
except as provided in Section 905.

      "Trustee" means the Person named as the "Trustee" in the first paragraph
of this Indenture until a successor Trustee shall have become such pursuant to
the applicable provisions of this Indenture, and thereafter "Trustee" shall mean
or include each Person who is then a Trustee hereunder; provided, however, that
if at any time there is more than one such Person, "Trustee" as used with
respect to the Securities of any series shall mean only the Person which has
agreed in writing to act as Trustee hereunder with respect to Securities of that
series, and its successors hereunder.

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


                                       8
<PAGE>

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

      "USGAAP" means accounting principles generally accepted in the United
States of America applied on a consistent basis; provided that, solely for
purposes of any calculation required by any financial covenants contained herein
or in an indenture supplemental hereto, "USGAAP" shall mean accounting
principles generally accepted in the United States of America on the date
hereof, or on the date of such supplemental indenture, as the case may be,
applied on a consistent basis.

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

      Every certificate or opinion with respect to compliance with a condition
or covenant provided for in this Indenture (including certificates delivered
pursuant to Section 1011) shall include:

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

      (2)   a brief statement as to the nature and scope of the examination or
            investigation upon which the statements or opinions contained in
            such certificate or opinion are based;

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

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

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


                                       9
<PAGE>

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

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

      SECTION 104. ACTS OF HOLDERS. (a) Any request, demand, authorization,
direction, notice, consent, waiver or other action provided by this Indenture to
be given or taken by Holders may be embodied in and evidenced by one or more
instruments of substantially similar tenor signed by such Holders in person or
by agents duly appointed in writing. Any request, demand, authorization,
direction, notice, consent, waiver or other action provided by this Indenture to
be given or taken by Holders may, alternatively, be embodied in and evidenced by
the record of Holders of Securities of such series voting in favor thereof,
either in person or by proxies duly appointed in writing, at any meeting of
Holders of Securities of such series duly called and held in accordance with the
provisions of Article Fifteen, or a combination of such instruments and any such
record. Except as herein otherwise expressly provided, such action shall become
effective when such instrument or instruments or record or both are delivered to
a Responsible Officer of the Trustee and, where it is expressly required by this
Indenture, to the Issuer. Such instrument or instruments and any such record
(and the action embodied therein and evidenced thereby) are herein sometimes
referred to as the "Act" of the Holders signing such instrument or instruments
or so voting at any such meeting. Proof of execution of any such instrument or
of a writing appointing any such agent, or of the holding by any Person of a
Security, shall be sufficient for any purpose of this Indenture and (subject to
Section 315 of the TIA) conclusive in favor of the Trustee and the Issuer and
any agent of the Trustee or the Issuer, if made in the manner provided in this
Section. The record of any meeting of Holders of Securities shall be proved in
the manner provided in Section 1506.

      (b) The fact and date of the execution by any Person of any such
instrument or writing may be proved in any reasonable manner which the Trustee
deems sufficient and in accordance with such reasonable rules as the Trustee may
determine; and the Trustee may in any instance require further proof with
respect to any of the matters referred to in this Section.


                                       10
<PAGE>

      (c) The ownership, principal amount and serial numbers of Securities held
by any Person, and the date of the commencement and the date of the termination
of holding the same, shall be proved by the Security Register.

      (d) If the Issuer shall solicit from the Holders of any Securities any
request, demand, authorization, direction, notice, consent, waiver or other Act,
the Issuer may, at its option, in or pursuant to a Board Resolution, fix in
advance a record date for the determination of Holders of Securities entitled to
give such request, demand, authorization, direction, notice, consent, waiver or
other Act, but the Issuer shall have no obligation to do so. If such a record
date is fixed, such request, demand, authorization, direction, notice, consent,
waiver or other Act may be given before or after such record date, but only the
Holders of Securities of record at the close of business on such record date
shall be deemed to be Holders for the purposes of determining whether Holders of
the requisite proportion of Outstanding Securities have authorized or agreed or
consented to such request, demand, authorization, direction, notice, consent,
waiver or other Act, and for that purpose the Outstanding Securities shall be
computed as of such record date, provided that no such authorization, agreement
or consent by the Holders on such record date shall be deemed effective unless
it shall become effective pursuant to the provisions of this Indenture not later
than eleven months after the record date.

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

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

      (A)   the Trustee by a Holder or by the Issuer shall be sufficient for
            every purpose hereunder if made, given, furnished or filed in
            writing to or with the Trustee at its Corporate Trust Office, or

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

      SECTION 106. NOTICE TO HOLDERS; WAIVER. Unless otherwise provided in the
Board Resolution authorizing a particular series of Securities in accordance
with Section 301, where this Indenture provides for notice of any event to
Holders of Securities by the Issuer or the Trustee, such notice shall be
sufficiently given (unless otherwise herein expressly provided) if in writing
and mailed, first-class postage prepaid, to each such Holder affected by such
event, at his address as it appears in the Security Register, not later than the
latest date, and not earlier than the earliest date, prescribed for the giving
of such notice. In any case where notice to Holders is given by mail, neither
the failure to mail such notice, nor any defect in any notice so mailed, to any
particular Holder shall affect the sufficiency of such notice with respect to
other Holders of Securities given as provided herein. Any notice mailed to a
Holder in the manner herein prescribed shall be conclusively deemed to have been
received by such Holder, whether or not such Holder actually receives such
notice.


                                       11
<PAGE>

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

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

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

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

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

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

      SECTION 111. GOVERNING LAW. This Indenture and the Securities shall be
governed by and construed in accordance with the laws of the State of [New
York].

      SECTION 112. LEGAL HOLIDAYS. In any case where any Interest Payment Date,
Redemption Date, Repayment Date, sinking fund payment date, Stated Maturity or
Maturity of any Security, or the last date on which a Holder has the right to
exchange Securities of a series that are exchangeable, shall be a Legal Holiday
at any Place of Payment, then (notwithstanding any other provision of this
Indenture or any Security other than a provision in any Security that
specifically states that such provision shall apply in lieu hereof), payment of
interest, principal, premium, if any, and other sums payable need not be made at
such Place of Payment on such date and such Securities need not be exchanged on
such date, but such payment may be made and such Securities may be exchanged on
the next succeeding Business Day at such Place of Payment with the same force
and effect as if made on the Interest Payment Date, Redemption Date, Repayment
Date or sinking fund payment date, or at the Stated Maturity or Maturity or on
such last day for exchange, provided that no interest shall accrue on the amount
so payable for the period from and after such Interest Payment Date, Redemption
Date, Repayment Date, sinking fund payment date, Stated Maturity or Maturity or
last day for or exchange, as the case may be.


                                       12
<PAGE>

      SECTION 113. QUALIFICATION UNDER TRUST INDENTURE ACT. In the event this
Indenture is or becomes qualified under the provisions of the TIA, the
provisions hereof shall be subject to the TIA, all provisions which the TIA
provides as automatically deemed to be included in an indenture to be qualified
thereunder shall be included herein, and, in the event of any conflict between
the provisions hereof and the provisions of the TIA, the provisions of the TIA
shall control.

      SECTION 114. COUNTERPARTS. This Indenture may be executed in several
counterparts, each of which shall be an original and all of which shall
constitute but one and the same instrument.

                          ARTICLE TWO. SECURITIES FORMS

      SECTION 201. FORMS OF SECURITIES. The Securities of each series shall be
in substantially the forms as shall be established in one or more indentures
supplemental hereto or approved from time to time by or pursuant to a Board
Resolution in accordance with Section 301, shall have such appropriate
insertions, omissions, substitutions and other variations as are required or
permitted by this Indenture or any indenture supplemental hereto, and may have
such letters, numbers or other marks of identification or designation and such
legends or endorsements placed thereon as the Issuer may deem appropriate and as
are not inconsistent with the provisions of this Indenture, or as may be
required to comply with any law or with any rule or regulation made pursuant
thereto or with any rule or regulation of any stock exchange on which the
Securities may be listed, or to conform to usage.

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

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

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

                                       (TRUSTEE)
                                       as Trustee

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


                                       13
<PAGE>

      SECTION 203. SECURITIES ISSUABLE IN GLOBAL FORM. If Securities of or
within a series are issuable in global form, then, notwithstanding clause (9) of
Section 301 and the provisions of Section 302, a Security in global form shall
represent such of the Outstanding Securities of such series as shall be
specified therein and may provide that it or any number of such Securities shall
represent the aggregate amount of Outstanding Securities of such series from
time to time endorsed thereon and may also provide that the aggregate amount of
Outstanding Securities of such series represented thereby may from time to time
be increased or decreased to reflect exchanges. Any endorsement of a Security in
global form to reflect the amount, or any increase or decrease in the amount, of
Outstanding Securities represented thereby shall be made in such manner and by
such Person or Persons as shall be specified therein or a Issuer Order pursuant
to Sections 303 or 304. Subject to the provisions of Section 303 and, if
applicable, Sections 304, the Trustee shall deliver and redeliver any Security
in permanent global form in the manner and upon written instructions given by
the Person or Persons specified therein or in the applicable Issuer Order. If an
Issuer Order pursuant to Section 303 or 304 has been, or simultaneously is,
delivered, any instructions by the Issuer with respect to endorsement or
delivery or redelivery of a Security in global form shall be in writing but need
not comply with Section 102 and need not be accompanied by an Opinion of
Counsel.

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

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

      Notwithstanding the provisions of Section 308 and except as provided in
the preceding paragraph, the Issuer, the Trustee and any agent of the Issuer and
the Trustee shall treat as the Holder of the Outstanding Securities represented
by a global Security as the Holder of such global Security.

      Any global Security authenticated and delivered hereunder shall bear a
legend in substantially the following form:

      "This Security is a global Security within the meaning of the Indenture
hereinafter referred to and is registered in the name of a depositary or a
nominee thereof. This Security may not be transferred to, or registered or
exchanged for Securities registered in the name of any Person other than the
depositary or nominee thereof or a successor of such depositary or a nominee of
such successor and no such transfer may be registered, except in the limited
circumstances described in the Indenture. Every Security authenticated and
delivered upon registration of transfer of, or in exchange for or in lieu of,
this Security shall be a global Security subject to the foregoing, except in
such limited circumstances."


                                       14
<PAGE>

                          ARTICLE THREE. THE SECURITIES

      SECTION 301. AMOUNT; ISSUABLE IN SERIES. The aggregate principal amount of
Securities which may be authenticated and delivered under this Indenture is up
to $300,000,000, except for Securities authorized and delivered pursuant to
Sections 304, 305, 306 and 1107.

      The Securities may be issued in one or more series. There shall be
established in one or more Board Resolutions or pursuant to authority granted by
one or more Board Resolutions and, subject to Section 303, set forth, or
determined in the manner provided, in an Officers' Certificate, or established
in one or more indentures supplemental hereto, prior to the issuance of
Securities of any series, any or all of the following, as applicable:

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

      (2)   subject to the aggregate limitation set forth above in this Section
            301, 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 Sections 304, 305, 306,
            906, 1107 or 1305);

      (3)   the percentage of the principal amount at which the Securities of
            the series will be issued and, if other than the principal amount
            thereof, the portion of the principal amount thereof payable upon
            declaration of acceleration of maturity thereof;

      (4)   the date or dates, or the method for determining such date or dates,
            on which the principal amount of the Securities of the series shall
            be payable;

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

      (6)   the place or places, if any, other than the Corporate Trust Office
            of the Trustee, where (i) the interest, principal and premium, if
            any, payable in respect of, the Securities of the series shall be
            payable, (ii) any Securities of the series may be surrendered for
            registration of transfer or exchange and (iii) notices or demands to
            or upon the Issuer in respect of the Securities of the series may be
            served;


                                       15
<PAGE>

      (7)   the period or periods within which, the price or prices at which,
            and other terms and conditions upon which the Securities of the
            series may be redeemed, as a whole or in part, at the option of the
            Issuer, if the Issuer is to have such an option;

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

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

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

      (11)  if other than the principal amount thereof, the portion of the
            principal amount of the Securities of the series that shall be
            payable upon declaration of acceleration of the Maturity thereof
            pursuant to Section 502 or the method by which such portion shall be
            determined;

      (12)  whether the amount of interest, principal and premium, if any, in
            respect of the Securities of the series may be determined with
            reference to an index, formula or other method, and the manner in
            which such amounts shall be determined;

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

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

      (15)  whether the Securities of the series will be in certificated or
            book-entry form, whether any Securities of the series are to be
            issuable initially in temporary global form and whether any
            Securities of the series are to be issuable in permanent global form
            and, if so, whether beneficial owners of interests in any such
            permanent global Security may exchange such interests for Securities
            of such series and of like tenor of any authorized form and
            denomination and the circumstances under which any such exchanges
            may occur, if other than in the manner provided in Section 305, and
            the identity of the depositary for such series;

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

      (17)  the Person to whom any interest on any Security of the series shall
            be payable, if other than the Person in whose name that Security (or
            one or more Predecessor Securities) is registered at the close of
            business on the Regular Record Date for such interest, and the
            extent to which, or the manner in which, any interest payable on a
            temporary global Security on an Interest Payment Date will be paid
            if other than in the manner provided in Section 304;

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


                                       16
<PAGE>

      (19)  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, then the
            form and/or terms of such certificates, documents or conditions;

      (20)  with respect to any Securities that provide for optional redemption
            or prepayment upon the occurrence of certain events (such as a
            change of control of the Issuer or its Affiliates, including RAIT
            Investment Trust), (i) the possible effects of such provisions on
            the market price of the Issuer's securities or those of its
            Affiliates or in deterring certain mergers, tender offers or other
            takeover attempts, with respect to Issuer or its Affiliates and the
            intention of the Issuer or its Affiliates to comply with the
            requirements of Rule 14e-1 under the Exchange Act and any other
            applicable securities laws in connection with such provisions; (ii)
            whether the occurrence of the specified events may give rise to
            cross-defaults on other indebtedness such that payment on such
            Securities may be effectively subordinated; and (iii) the existence
            of any limitations on the Issuer's financial or legal ability to
            repurchase such Securities upon the occurrence of such an event
            (including, if true, the lack of assurance that such a repurchase
            can be effected) and the impact, if any, under the Indenture of such
            a failure, including whether and under what circumstances such a
            failure may constitute an Event of Default;

      (21)  if other than the Trustee named in the first paragraph of this
            Indenture, the identity of the Person to act as Trustee for such
            series; provided that any such Person shall in writing agree to act
            as Trustee with respect to said series of Securities subject to the
            provisions hereof and of any other agreement affecting said series;
            and

      (22)  any other terms of the series, which terms shall not be inconsistent
            with the provisions of this Indenture.

      All Securities of any one series shall be substantially identical except
as to denomination and except as may otherwise be provided in or pursuant to the
Board Resolution establishing the series (subject to Section 303 and the second
paragraph of this Section 301) and set forth in an Officers' Certificate or in
any indenture supplemental hereto. All Securities of any one series need not be
issued at the same time and, unless otherwise provided, a series may be
reopened, without the consent of the Holders, for issuances of additional
Securities of such series.

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

      SECTION 302. DENOMINATIONS. Unless otherwise provided as contemplated by
Section 301, Securities other than Registered Securities issued in global form
(which may be of any denomination) shall be issuable in denominations of $1,000
and any integral multiple thereof.

      SECTION 303. EXECUTION, AUTHENTICATION, DELIVERY AND DATING. The
Securities shall be executed on behalf of the Issuer by the General Partner by
its Chairman of the Board, Chief Executive Officer, President, Chief Operating
Officer or one of its Vice Presidents (whether or not designated by a number or
word or words added before or after the title "vice president") and attested by
its Secretary or one of its Assistant Secretaries. The signature of any of these
officers on the Securities may be manual or facsimile signatures of the present
or any future such authorized officer and may be imprinted or otherwise
reproduced on the Securities.


                                       17
<PAGE>

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

      At any time and from time to time after the execution and delivery of this
Indenture, the Issuer may deliver the Securities of any series executed by the
Issuer to the Trustee for authentication, together with an Issuer Order for the
authentication and delivery of such Securities, and the Trustee in accordance
with the Issuer Order shall authenticate and deliver such Securities. If all the
Securities of any series are not to be issued at one time and if the Board
Resolution or supplemental indenture establishing such series shall so permit,
such Issuer Order may set forth procedures acceptable to the Trustee for the
issuance of such Securities and determining the terms of particular Securities
of such series, such as interest rate or formula, maturity date, date of
issuance and date from which interest shall accrue. In authenticating such
Securities, and accepting the additional responsibilities under this Indenture
in relation to such Securities, the Trustee shall be entitled to receive, and
(subject to TIA Section 315(a) through 315(d)) shall be fully protected in
relying upon:

      (a)   an Opinion of Counsel stating that:

            (1)   the terms and the form or forms of such Securities have been
                  established in conformity with the provisions of this
                  Indenture; and

            (2)   such Securities, when completed by appropriate insertions and
                  executed and delivered by the Issuer to the Trustee for
                  authentication in accordance with this Indenture,
                  authenticated and delivered by the Trustee in accordance with
                  this Indenture and issued by the Issuer in the manner and
                  subject to any conditions specified in such Opinion of
                  Counsel, will constitute legal, valid and binding obligations
                  of the Issuer, enforceable in accordance with their terms,
                  subject to applicable bankruptcy, insolvency, reorganization
                  and other similar laws of general applicability relating to or
                  affecting the enforcement of creditors' rights generally and
                  to general equitable principles and will entitle the Holders
                  thereof to the benefits of this Indenture; and

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


                                       18
<PAGE>

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

      Notwithstanding the provisions of Section 301 and of the preceding
paragraph, if all the Securities of any series are not to be issued at one time,
it shall not be necessary to deliver an Officers' Certificate otherwise required
pursuant to Section 301 or an Opinion of Counsel or an Officers' Certificate
otherwise required pursuant to the preceding paragraph at the time of issuance
of each Security of such series, but such opinion and certificates, with
appropriate modifications to cover such future issuances, shall be delivered at
or before the time of issuance of the first Security of such series.

      Each Registered Security shall be dated the date of its authentication.

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

      SECTION 304. TEMPORARY SECURITIES. (a) Pending the preparation of
definitive Securities of any series, the Issuer may execute, and upon Issuer
Order the Trustee shall authenticate and deliver, temporary Securities which are
printed, lithographed, typewritten, mimeographed or otherwise produced, in any
authorized denomination, substantially of the tenor of the definitive Securities
in lieu of which they are issued, in registered form, and with such appropriate
insertions, omissions, substitutions and other variations as the officers
executing such Securities may determine, as conclusively evidenced by their
execution of such Securities. Such temporary Securities may be in global form.

      Except in the case of temporary Securities in global form (which shall be
exchanged in accordance with Section 304(b) or as otherwise provided in or
pursuant to a Board Resolution), if temporary Securities of any series are
issued, the Issuer will cause definitive Securities of that series to be
prepared without unreasonable delay. After the preparation of definitive
Securities of such series, the temporary Securities of such series shall be
exchangeable for definitive Securities of such series upon surrender of the
temporary Securities of such series at the office or agency of the Issuer in a
Place of Payment for that series, without charge to the Holder. Upon surrender
for cancellation of any one or more temporary Securities of any series, the
Issuer shall execute and the Trustee shall authenticate and deliver in exchange
therefor a like principal amount of definitive Securities of the same series of
authorized denominations. Until so exchanged, the temporary Securities of any
series shall in all respects be entitled to the same benefits under this
Indenture as definitive Securities of such series.


                                       19
<PAGE>

      (b) Unless otherwise provided in or pursuant to a Board Resolution, this
Section 304(b) shall govern the exchange of temporary Securities issued in
global form through the facilities of DTC. If any such temporary Security is
issued in global form, then such temporary global security shall, unless
otherwise provided therein, be delivered to DTC for credit to the respective
accounts of the beneficial owners of such Securities (or to such other accounts
as they may direct).

      Without unnecessary delay, but in any event not later than the Exchange
Date, the Issuer shall deliver to the Trustee definitive Securities, in
aggregate principal amount equal to the principal amount of such temporary
global Security, executed by the Issuer. On or after the Exchange Date, such
temporary global Security shall be surrendered by DTC to the Trustee, as the
Issuer's agent for such purpose, to be exchanged, in whole or from time to time
in part, for definitive Securities without charge, and the Trustee shall
authenticate and deliver, in exchange for each portion of such temporary global
Security, an equal aggregate principal amount of definitive Securities of the
same series of authorized denominations and of like tenor as the portion of such
temporary global Security to be exchanged. The definitive Securities to be
delivered in exchange for any such temporary global Security shall be in
registered form or permanent global registered form, or any combination thereof,
as specified as contemplated by Section 301, and, if any combination thereof is
so specified, as requested by the beneficial owner thereof.

      Unless otherwise specified in such temporary global Security, the interest
of a beneficial owner of Securities of a series in a temporary global Security
shall be exchanged for definitive Securities of the same series and of like
tenor following the Exchange Date when the account holder instructs DTC to
request such exchange on its behalf. Unless otherwise specified in such
temporary global Security, any such exchange shall be made free of charge to the
beneficial owners of such temporary global Security, except that a Person
receiving definitive Securities must bear the cost of insurance, postage,
transportation and the like unless such Person takes delivery of such definitive
Securities in person.

      Until exchanged in full as hereinabove provided, the temporary Securities
of any series shall in all respects be entitled to the same benefits under this
Indenture as definitive Securities of the same series and of like tenor
authenticated and delivered hereunder, except that, unless otherwise specified
as contemplated by Section 301, interest payable on a temporary global Security
on an Interest Payment Date for Securities for such series occurring prior to
the applicable Exchange Date shall be payable to DTC on such Interest Payment
Date, for credit without further interest on or after such Interest Payment Date
to the respective accounts of Persons who are the beneficial owners of such
temporary global Security on such Interest Payment Date.


                                       20
<PAGE>

      SECTION 305. REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE. The
Issuer shall cause to be kept at the Corporate Trust Office of the Trustee or in
any office or agency of the Issuer in a Place of Payment a register for each
series of Securities (the registers maintained in such office or in any such
office or agency of the Issuer in a Place of Payment being herein sometimes
referred to collectively as the "Security Register") in which, subject to such
reasonable regulations as it may prescribe, the Issuer shall provide for the
registration of Securities and of transfers of Securities. The Security Register
shall be in written form or any other form capable of being converted into
written form within a reasonable time. The Trustee, at its Corporate Trust
Office, is hereby appointed "Security Registrar" for the purpose of registering
Securities and transfers of Securities on such Security Register as herein
provided. The Issuer by written notice shall have the right to remove and
replace from time to time the Security Registrar for any series of Securities;
provided that no such removal or replacement shall be effective until a
successor Security Registrar with respect to such series of Securities shall
have been appointed by the Issuer and shall have accepted such appointment by
the Issuer. In the event that the Trustee shall cease to be Security Registrar,
it shall have the right to examine the Security Register at all reasonable
times.

      Subject to the provisions of this Section 305, upon surrender for
registration of transfer of any Security of any series at any office or agency
of the Issuer in a Place of Payment for that series, the Issuer shall execute,
and the Trustee shall authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Securities of the same series, of any
authorized denominations and of a like aggregate principal amount, bearing a
certificate number not contemporaneously outstanding, and containing identical
terms and provisions. Whenever any such 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.

      Notwithstanding the foregoing, except as otherwise specified as
contemplated by Section 301, any permanent global Security shall be exchangeable
only as provided in this paragraph. If the depositary for any permanent global
Security is DTC, then unless the terms of such global Security expressly permit
such global Security to be exchanged in whole or in part for definitive
Securities, a global Security may be transferred, in whole but not in part, only
to a nominee of DTC, or by a nominee of DTC to DTC, or to a successor to DTC for
such global Security elected or approved by the Issuer or to a nominee of such
successor to DTC. If at any time DTC notifies the Issuer that it is unwilling or
unable to continue as depositary for the applicable global Security or
Securities or if at any time DTC ceases to be a clearing agency registered under
the Exchange Act if so required by applicable law or regulation, the Issuer
shall appoint a successor depositary with respect to such global Security or
Securities. If (x) a successor depositary for such global Security or Securities
is not appointed by the Issuer within 90 days after the Issuer receives such
notice or becomes aware of such unwillingness, inability or ineligibility, (y)
an Event of Default has occurred and is continuing and the beneficial owners
representing a majority in principal amount of the applicable series of
Securities represented by such global Security or Securities advise DTC to cease
acting as depositary for such global Security or Securities or (z) the Issuer,
in its sole discretion, determines at any time that all Outstanding Securities
(but not less than all) of any series issued or issuable in the form of one or
more global Securities shall no longer be represented by such global Security or
Securities, then the Issuer shall execute, and the Trustee shall authenticate
and deliver definitive Securities of like series, rank, tenor and terms in
definitive form in an aggregate principal amount equal to the principal amount
of such global Security or Securities. If any beneficial owner of an interest in
a permanent global Security is otherwise entitled to exchange such interest for
Securities of such series and of like tenor and principal amount of another
authorized form and denomination, as specified as contemplated by Section 301
and provided that any applicable notice provided in the permanent global
Security shall have been given, then without unnecessary delay but in any event
not later than the earliest day on which such interest may be so exchanged, the
Issuer shall execute, and the Trustee shall authenticate and deliver definitive
Securities in aggregate principal amount equal to the principal amount of such
beneficial owner's interest in such permanent global Security. On or after the
earliest date on which such interests may be so exchanged, such permanent global
Security shall be surrendered for exchange by DTC or such other depositary as
shall be specified in the Issuer Order with respect thereto to the Trustee, as
the Issuer's agent for such purpose, provided, however, that no such exchanges
may occur during a period beginning at the opening of business 15 days before
any selection of Securities to be redeemed and ending on the relevant Redemption
Date if the Security for which exchange is requested may be among those selected
for redemption. If a Security is issued in exchange for any portion of a
permanent global Security after the close of business at the office or agency
where such exchange occurs on (i) any Regular Record Date and before the opening
of business at such office or agency on the relevant Interest Payment Date, or
(ii) any Special Record Date and the opening of business at such office or
agency on the related proposed date for payment of Defaulted Interest, interest
or Defaulted Interest, as the case may be, will not be payable on such Interest
Payment Date or proposed date for payment, as the case may be, in respect of
such Security, but will be payable on such Interest Payment Date or proposed
date for payment, as the case may be, only to the Person to whom interest in
respect of such portion of such permanent global Security is payable in
accordance with the provisions of this Indenture.


                                       21
<PAGE>

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

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


                                       22
<PAGE>

      No service charge shall be made for any registration of transfer or
exchange of Securities, but 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 registration of transfer or exchange of Securities, other than
exchanges pursuant to Sections 304, 906, 1107 or 1305 not involving any
transfer.

      Except as otherwise provided in or pursuant to this Indenture, the Issuer
or the Trustee, as applicable, shall not be required (i) to issue, register the
transfer of or exchange any Security if such Security may be among those
selected for redemption during a period beginning at the opening of business 15
days before selection of the Securities to be redeemed under Section 1103 and
ending at the close of business on the day of the mailing of the relevant notice
of redemption or (ii) to register the transfer of or exchange any Security so
selected for redemption in whole or in part, except, in the case of any Security
to be redeemed in part, the portion hereof not to be redeemed, or (iii) to
issue, register the transfer of or exchange any Security which has been
surrendered for repayment at the option of the Holder, except the portion, if
any, of such Security not to be so repaid.

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

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

      Notwithstanding the provisions of the previous two paragraphs, in case any
such mutilated, destroyed, lost or stolen Security has become or is about to
become due and payable, the Issuer in its discretion may, instead of issuing a
new Security, pay such Security.

      Upon the issuance of any new Security under this Section, 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) connected therewith.


                                       23
<PAGE>

      Every new Security of any series issued pursuant to this Section in lieu
of any destroyed, lost or stolen Security shall constitute an original
additional contractual obligation of the Issuer, whether or not the destroyed,
lost or stolen Security shall be at any time enforceable by anyone, and shall be
entitled to all the benefits of this Indenture equally and proportionately with
any and all other Securities of that series.

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

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

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

      (A)   The Issuer may elect to make payment of any Defaulted Interest to
            the Persons in whose names the Securities of such series (or their
            respective Predecessor Securities) are registered at the close of
            business on a Special Record Date for the payment of such Defaulted
            Interest, which shall be fixed in the following manner. The Issuer
            shall notify the Trustee in writing of the amount of Defaulted
            Interest proposed to be paid on each Security of such series and the
            date of the proposed payment (which shall not be less than 20 days
            after such notice is received by the Trustee), and at the same time
            the Issuer shall deposit with the Trustee an amount of money equal
            to the aggregate amount proposed to be paid in respect of such
            Defaulted Interest or shall make arrangements satisfactory to the
            Trustee for such deposit on or prior to the date of the proposed
            payment, such money when deposited to be held in trust for the
            benefit of the Persons entitled to such Defaulted Interest as
            provided in this clause. Thereupon the Trustee shall fix a Special
            Record Date for the payment of such Defaulted Interest which shall
            be not more than 15 days and not less than 10 days prior to the date
            of the proposed payment and not less than 10 days after the receipt
            by the Trustee of the notice of the proposed payment. The Trustee
            shall promptly notify the Issuer of such Special Record Date and, in
            the name and at the expense of the Issuer, shall cause notice of the
            proposed payment of such Defaulted Interest and the Special Record
            Date therefor to be mailed, first class postage prepaid, to each
            Holder of such series at his address as it appears in the Security
            Register not less than 10 days prior to such Special Record Date.
            Notice of the proposed payment of such Defaulted Interest and the
            Special Record Date therefore having been mailed as aforesaid, such
            Defaulted Interest shall be paid to the Persons in whose names the
            Registered Securities of such series (or their respective
            Predecessor Securities) are registered at the close of business on
            such Special Record Date and shall no longer be payable pursuant to
            the following clause (B).


                                       24
<PAGE>

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

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

      SECTION 308. PERSONS DEEMED OWNERS. Prior to due presentment of a Security
for registration of transfer, the Issuer, the Trustee and any agent of the
Issuer or the Trustee may treat the Person in whose name such Registered
Security is registered as the owner of such Security and shall not be required
to obtain any proof thereof or as to the identity of such owner for the purpose
of receiving payment of interest, principal and premium, if any, with respect to
such Registered Security and for all other purposes whatsoever, whether or not
such Registered Security be overdue, and neither the Issuer, the Trustee nor any
agent of the Issuer or the Trustee shall be affected by notice to the contrary.

      No Holder of any beneficial interest in any global Security held on its
behalf by a depositary shall have any rights under this Indenture with respect
to such global Security, and such depositary may be treated by the Issuer, the
Trustee, and any agent of the Issuer or the Trustee as the owner of such global
Security for all purposes whatsoever. None of the Issuer, the Trustee, any
Paying Agent or the Security Registrar will have any responsibility or liability
for any aspect of the records relating to or payments made on account of
beneficial ownership interests of a Security in global form or for maintaining,
supervising or reviewing any records relating to such beneficial ownership
interests.


                                       25
<PAGE>

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

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

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

      SECTION 311. CUSIP NUMBERS. The Issuer in issuing the Securities may use
"CUSIP" numbers and the Trustee shall use CUSIP numbers, as the case may be, in
notices of redemption, exchange or default as a convenience to Holders and no
representation shall be made as to the correctness of such numbers either as
printed on the Securities or as contained in any notice. The Issuer shall
promptly notify the Trustee of any change in CUSIP numbers.

                    ARTICLE FOUR. SATISFACTION AND DISCHARGE

      SECTION 401. SATISFACTION AND DISCHARGE OF INDENTURE. This Indenture shall
upon Issuer Request cease to be of further effect with respect to any series of
Securities specified in such Issuer Request (except as to any surviving rights
of registration of transfer or exchange of Securities of such series herein
expressly provided for), and the Trustee, upon receipt of an Issuer Order, and
at the expense of the Issuer, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture as to such series when


                                       26
<PAGE>

      (a)   either

            (1)   all Securities of such series theretofore authenticated and
                  delivered have been delivered to the Trustee for cancellation;
                  or

            (2)   all Securities of such series not theretofore delivered to the
                  Trustee for cancellation

                  (A)   have become due and payable, or

                  (B)   will become due and payable at their Stated Maturity
                        within one year, or

                  (C)   if redeemable at the option of the Issuer, are to be
                        called for redemption within one year under arrangements
                        satisfactory to the Trustee for the giving of notice of
                        redemption by the Trustee in the name, and at the
                        expense, of the Issuer,

                  and the Issuer, in the case of (A), (B) or (C) above, has
                  irrevocably deposited or caused to be deposited with the
                  Trustee as trust funds in trust for such purpose an amount
                  sufficient to pay and discharge the entire indebtedness on
                  such Securities to the date of such deposit (in the case of
                  Securities which have become due and payable) or to the Stated
                  Maturity or Redemption Date, as the case may be,

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

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

      Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Issuer to the Trustee and any predecessor Trustee under
Section 606, the obligations of the Issuer to any Authenticating Agent under
Section 611 and, if money shall have been deposited with and held by the Trustee
pursuant to subclause (B) of clause (1) of this Section, the obligations of the
Trustee under Section 402 and the last paragraph of Section 1003 shall survive.

      SECTION 402. APPLICATION OF TRUST FUNDS. Subject to the provisions of the
last paragraph of Section 1003, all money and Government Obligations deposited
with the Trustee pursuant to Section 401 or Article 14 shall be held in trust
and applied by it, in accordance with the provisions of the Securities and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Issuer acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the interest, principal, premium,
if any, and other sums payable under this Indenture for whose payment such money
has or Government Obligations have been deposited with or received by the
Trustee, but such money and Government Obligations need not be segregated from
other funds except to the extent required by law.


                                       27
<PAGE>

                             ARTICLE FIVE. REMEDIES

      SECTION 501. EVENTS OF DEFAULT. "Event of Default," wherever used herein
with respect to any particular series of Securities, means any one of the
following events (whatever the reason for such Event of Default and whether or
not it shall be voluntary or involuntary or be effected by operation of law or
pursuant to any judgment, decree or order of any court or any order, rule or
regulation of any administrative or governmental body) unless such event is
specifically deleted or modified in or pursuant to the supplemental indenture,
Board Resolution or Officers' Certificate establishing the terms of such series
pursuant to this Indenture:

      (a)   default in the payment of any interest in respect of any Security of
            that series when such interest becomes due and payable, and
            continuance of such default for a period of 30 days; or

      (b)   default in the payment of the principal or premium, if any, in
            respect of any Security of that series when it becomes due and
            payable at its Maturity; or

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

      (d)   default in the payment of any other sum payable in respect of any
            security of that series when such other sum becomes due and payable
            and continuance of such default for a period of 30 days; or

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

      (f)   a default under any Recourse Indebtedness of the Issuer, whether now
            or existing or hereafter created, which default shall constitute a
            failure to pay an aggregate principal amount exceeding $5,000,000
            when due and payable after the expiration of any applicable grace
            period with respect thereto and shall have resulted in such
            indebtedness in an aggregate principal amount exceeding $5,000,000
            becoming or being declared due and payable prior to the date on
            which it would otherwise have become due and payable, without such
            indebtedness having been discharged, or such acceleration having
            been rescinded or annulled, within a period of 10 days after there
            shall have been given, by registered or certified mail, to the
            Issuer by the Trustee or to the Issuer and the Trustee by the
            Holders of at least 25% in principal amount of the Outstanding
            Securities of that series of a written notice specifying such
            default and requiring the Issuer to cause such indebtedness to be
            discharged or cause such acceleration to be rescinded or annulled
            and stating that such notice is a "Notice of Default" hereunder; or

      (g)   the Issuer or any Significant Subsidiary pursuant to or within the
            meaning of any Bankruptcy Law:

            (1)   commences a voluntary case;


                                       28
<PAGE>

            (2)   consents to the entry of an order for relief against it in an
                  involuntary case;

            (3)   consents to the appointment of a Custodian of it or for all or
                  substantially all of its property; or

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

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

            (1)   is for relief against the Issuer in an involuntary case,

            (2)   appoints a Custodian of the Issuer or for all or substantially
                  all of its property, or

            (3)   orders the liquidation of the Issuer,

      and the order or decree remains unstayed and in effect for 90 days; or

      (i)   any other Event of Default provided in or pursuant to this Indenture
            with respect to Securities of that series.

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

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

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

      (a)   the Issuer has paid or deposited with the Trustee a sum sufficient
            to pay:

            (1)   all overdue installments of interest in respect of all
                  Outstanding Securities of that series,

            (2)   the principal of and premium, if any, on any Outstanding
                  Securities of that series which have become due otherwise than
                  by such declaration of acceleration and interest thereon and
                  any other sums payable with respect thereto at the rate or
                  rates borne by or provided for in such Securities,


                                       29
<PAGE>

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

            (4)   any other sums payable under the terms of the securities of
                  that series, and

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

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

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

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

      (a)   default is made in the payment of any installment of interest with
            respect to any Security of any series when such interest becomes due
            and payable and such default continues for a period of 30 days,

      (b)   default is made in the payment of the principal or premium, if any,
            on any Security of any series at its Maturity, or

      (c)   default is made in the payment of any other sums due with respect to
            any Security of any series when such sums become due and payable and
            such default continues for a period of 30 days.

then the Issuer will, upon demand of the Trustee, pay to the Trustee, for the
benefit of the Holders of such Securities of such series, the whole amount then
due and payable on such Securities for interest, principal and premium, if any,
and such other sums due with interest upon any overdue principal and premium, if
any, and, to the extent that payment of such interest shall be legally
enforceable, upon an overdue installments of interest or other sums due, if any,
at the rate or rates borne by or provided for in such Securities, and, in
addition thereto, such further amount as shall be sufficient to cover the costs
and expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel.

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


                                       30
<PAGE>

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

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

      (a)   to file and prove a claim for the whole amount, or such lesser
            amount as may be provided for in the Securities of such series, of
            interest principal, premium, if any, and other sums, if any, owing
            and unpaid in respect of the Securities, to file such other claims
            of the Trustee (including any claim for the reasonable compensation,
            expenses, disbursements and advances of the Trustee, its agents and
            counsel) and of the Holders allowed in such judicial proceeding, and
            to take any other action with respect to such claims, including
            participating as a member of any official committee of creditors
            appointed in the matters as it deems necessary or advisable, and

      (b)   to collect and receive any monies or other property payable or
            deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator (or
other similar official) in any such judicial proceeding is hereby authorized by
each Holder of the Securities of such series to make such payments to the
Trustee, and the Trustee is hereby constituted and appointed, irrevocably, the
attorney-in-fact for each of the Holders of the Securities of such series to
collect and receive such monies or other property and to deduct therefrom any
amount due to it for the reasonable compensation, expenses, disbursements and
advances of the Trustee and any predecessor Trustee, their agents and counsel,
and any other amounts due the Trustee or any predecessor Trustee, under Section
606, and in the event that the Trustee shall consent to the making of such
payments directly to the Holders, to pay to the Trustee any amount due to it for
the reasonable compensation, expenses, disbursements and advances of the Trustee
and any predecessor Trustee, their agents and counsel, and any other amounts due
the Trustee or any predecessor Trustee under Section 606.

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


                                       31
<PAGE>

      SECTION 505. TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF SECURITIES.
All rights of action and claims under this Indenture or any of the Securities
may be prosecuted and enforced by the Trustee without the possession of any of
the Securities or the production thereof in any proceeding relating thereto, and
any such proceeding instituted by the Trustee shall be brought in its own name
as trustee of an express trust, and any recovery of judgment shall, after
provision for the payment of the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, be for the
ratable benefit of the Holders of the Securities in respect of which such
judgment has been recovered.

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

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

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

      THIRD:  The balance, if any, to the Issuer.

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

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

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

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

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


                                       32
<PAGE>

      (e)   no direction inconsistent with such written request has been given
            to the Trustee during such 60-day period by the Holders of a
            majority in principal amount of the Outstanding Securities of that
            series;

it being understood and intended that no one or more of such Holders shall have
any right in any manner whatever by virtue of, or by availing of, any provision
of this Indenture or any Security to affect, disturb or prejudice the rights of
any other of such Holders, or to obtain or to seek to obtain priority or
preference over any other of such Holders or to enforce any right under this
Indenture, except in the manner herein provided and for the equal and ratable
benefit of all such Holders.

      SECTION 508. UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL, PREMIUM,
IF ANY, AND OTHER SUMS. Notwithstanding any other provision in this Indenture,
the Holder of any Security shall have the right, which is absolute and
unconditional, to receive payment of the interest (subject to Sections 305 and
307), principal or premium, if any, and other sums payable in respect of, such
Security on the respective Stated Maturity or Maturities specified in such
Security (or, in the case of redemption, on the Redemption Date or, in the case
of repayment, on the Repayment Date) and to institute suit for the enforcement
of any such payment and such rights shall not be impaired without the consent of
such Holder.

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

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

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


                                       33
<PAGE>

      SECTION 512. CONTROL BY HOLDERS OF SECURITIES. Subject to Section 602(h)
and 602(m), the Holders of not less than a majority in principal amount of the
Outstanding Securities of any series shall have the right to direct the time,
method and place of conducting any proceeding for any remedy available to the
Trustee or exercising any trust or power conferred on the Trustee with respect
to the Securities of such series, provided that

      (a)   such direction shall not be in conflict with any rule of law or with
            this Indenture or with the Securities of any series,

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

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

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

      (a)   in the payment of the interest, principal, premium, if any, or other
            sums payable in respect of any Security of such series, or

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

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

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

      SECTION 515. UNDERTAKING FOR COSTS. All parties to this Indenture agree,
and each Holder of any Security by his acceptance thereof shall be deemed to
have agreed, that any court may in its discretion require, in any suit for the
enforcement of any right or remedy under this Indenture, or in any suit against
the Trustee for any action taken or omitted by it as Trustee, the filing by any
party litigant in such suit of any undertaking to pay the costs of such suit,
and that such court may in its discretion assess reasonable costs, including
reasonable attorneys' fees, against any party litigant in such suit having due
regard to the merits and good faith of the claims or defenses made by such party
litigant; but the provisions of this Section shall not apply to any suit
instituted by the Trustee, to any suit instituted by any Holder, or group of
Holders, holding in the aggregate more than 25% in principal amount of the
Outstanding Securities, or to any suit instituted by any Holder for the
enforcement of the payment of the interest, principal, premium, if any, or other
amounts payable on any Security on or after the respective Stated Maturities
expressed in such Security (or, in the case of redemption, on or after the
Redemption Date or, in the case of repayment, on or after the Repayment Date).


                                       34
<PAGE>

                            ARTICLE SIX. THE TRUSTEE

      SECTION 601. NOTICE OF DEFAULTS. Within 90 days after the occurrence of
any default hereunder with respect to the Securities of any series for which it
is acting as Trustee, the Trustee shall transmit, in the manner and to the
extent provided in TIA Section 313(c), notice of such default hereunder known to
the Trustee, unless such default shall have been cured or waived; provided,
however, that, except in the case of a default in the payment of the interest,
principal, premium, if any, or other sums payable with respect to any Security
of such series, or in the payment of any sinking fund installment with respect
to the Securities of such series, the Trustee shall be protected in withholding
such notice if and so long as Responsible Officers of the Trustee in good faith
determine that the withholding of such notice is in the best interests of the
Holders of the Securities of such series; and provided further that in the case
of any default or breach of the character specified in Section 501(d) with
respect to the Securities of such series, no such notice to Holders shall be
given until at least 60 days after the occurrence thereof. For the purpose of
this Section, the term "default" means any event which is, or after notice or
lapse of time or both would become, an Event of Default with respect to the
Securities of such series.

      SECTION 602. CERTAIN RIGHTS OF TRUSTEE.

      (a)   After the occurrence of an Event of Default hereunder and for so
            long as such Event of Default is continuing, with respect to the
            series of Securities for which it is acting, the Trustee shall
            exercise such of the rights and powers vested in it by the Indenture
            and use the same degree of care and skill in their exercise as a
            prudent Person would exercise or use under the circumstances in the
            conduct of such Person's own affairs;

      (b)   nothing herein shall relieve the Trustee from liability for its own
            negligent action, its own negligent failure to act or its own
            willful misconduct, except that the Trustee shall not be liable
            except for the performance of such duties as are specifically set
            forth herein;

      (c)   if different Trustees have been appointed with respect to different
            series of Securities, no Trustee shall be responsible for the
            actions or omissions of any other Trustee nor have any liability to
            the Holders of any series of Securities for which it is not acting;


                                       35
<PAGE>

      (d)   the Trustee may conclusively rely and shall be fully protected in
            acting or refraining from acting upon any resolution, certificate,
            statement, instrument, opinion, report, notice, request, direction,
            consent, order, bond, debenture, note or other paper or document
            believed by it to be genuine and to have been signed or presented by
            the proper party or parties, and the Trustee may conclusively rely,
            as to the truth of the statements and correctness of the opinions
            expressed therein, in the absence of bad faith on the part of the
            Trustee; provided, however, that the Trustee shall examine such
            papers or documents furnished to it pursuant to this Indenture to
            determine whether or not such papers or documents conform to the
            requirements of the Indenture;

      (e)   any request or direction of the Issuer mentioned herein shall be
            sufficiently evidenced by an Issuer Request or Issuer Order (other
            than delivery of any Security to the Trustee for authentication and
            delivery pursuant to Section 303 which shall be sufficiently
            evidenced as provided therein) and any resolution of the Board of
            Trustees may be sufficiently evidenced by a Board Resolution;

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

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

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

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


                                       36
<PAGE>

      (j)   the Trustee may execute any of the trusts or powers hereunder or
            perform any duties hereunder either directly or by or through
            agents, nominees, custodians or counsel and the Trustee shall not be
            responsible for any misconduct or negligence on the part of any
            agent, nominee, custodian or counsel appointed with due care by it
            hereunder;

      (k)   the Trustee shall not be charged with knowledge of any Event of
            Default described in Section 501 hereof unless a Responsible Officer
            of the Trustee shall have actual knowledge of such Event of Default;

      (l)   in the event the Issuer shall appoint a Special Paying Agent in
            connection with a series of Securities, the Issuer and the Trustee
            shall enter into a special paying agent agreement (a "Special Paying
            Agent Agreement") with such Person on terms mutually agreed by the
            Issuer, the Trustee and such Special Paying Agent. Notwithstanding
            any other provision contained herein, such Special Paying Agent so
            appointed shall be a third party beneficiary of this Indenture, and
            all of the benefits and protections of the Trustee provided for
            herein (including, but not limited to all of the provisions for the
            benefit of the Trustee contained in this Article Six) shall also
            apply to the Special Paying Agent, in addition to, and not as a
            substitute for, such other benefits and protections as may be
            provided for in the related Special Paying Agent Agreement;

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

      (n)   the Trustee shall not be liable for any error of judgment made in
            good faith by a responsible officer of the Trustee, unless it shall
            be conclusively determined by a court of competent jurisdiction that
            the Trustee was negligent in ascertaining the pertinent facts.

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


                                       37

<PAGE>

      SECTION 603. NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES. The
recitals contained herein and in the Securities, except the Trustee's
certificate of authentication, shall be taken as the statements of the Issuer,
and neither the Trustee nor any Authenticating Agent assumes any responsibility
for their correctness. The Trustee makes no representations as to the validity
or sufficiency of this Indenture or of the Securities, except that the Trustee
represents that it is duly authorized to execute and deliver this Indenture,
authenticate the Securities and perform its obligations hereunder and that the
statements made by it in a Statement of Eligibility and Qualification on Form
T-1 supplied to the Issuer are true and correct, subject to the qualifications
set forth therein. Neither the Trustee nor any Authenticating Agent shall be
accountable for the use or application by the Issuer of Securities or the
proceeds thereof.

      SECTION 604. MAY HOLD SECURITIES. The Trustee, any Paying Agent, Security
Registrar, Authenticating Agent or any other agent of the Trustee or the Issuer,
in its individual or any other capacity, may become the owner or pledgee of
Securities and, subject to TIA Sections 310(b) and 311 of the TIA, may otherwise
deal with the Issuer with the same rights it would have if it were not Trustee,
Paying Agent, Security Registrar, Authenticating Agent or such other agent.

      SECTION 605. MONEY HELD IN TRUST. Except as provided in Section 402 and
Section 1003, money held by the Trustee in trust hereunder need not be
segregated from other funds except to the extent required by law. The Trustee
shall be under no liability for interest on any money received by it hereunder
except as otherwise agreed in writing with the Issuer.

      SECTION 606. COMPENSATION AND REIMBURSEMENT. The Issuer agrees:

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

      (b)   to reimburse each of the Trustee and any predecessor Trustee upon
            its request for all reasonable expenses, disbursements and advances
            incurred or made by the Trustee in accordance with any provision of
            this Indenture (including the reasonable compensation and the
            expenses and disbursements of its agents and counsel and other
            persons not regularly in its employ), except any such expense,
            disbursement or advance as may be attributable to its negligence or
            bad faith; and

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


                                       38

<PAGE>

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

      As security for the performance of the obligations of the Issuer under
this Section, the Trustee shall have a lien prior to the Securities upon all
property and funds held or collected by the Trustee as such, except funds held
in trust for the payment of interest, principal, premium, if any, or other sums
payable on particular Securities.

      The provisions of this Section shall survive the termination of this
Indenture or the earlier resignation or removal of the Trustee.

      SECTION 607. CORPORATE TRUSTEE REQUIRED ELIGIBILITY; CONFLICTING
INTERESTS. There shall at all times be a Trustee hereunder which shall be
eligible to act as Trustee under TIA Section 310(a)(1) and shall have a combined
capital and surplus of at least $50,000,000. If such corporation publishes
reports of condition at least annually, pursuant to law or the requirements of
federal, state, territorial or District of Columbia supervising or examining
authority, then for the purposes of this Section, the combined capital and
surplus of such corporation shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. If at
any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section, it shall resign immediately in the manner and with
the effect hereinafter specified in this Article.

      SECTION 608. RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.

      (a)   No resignation or removal of the Trustee and no appointment of a
            successor Trustee pursuant to this Article shall become effective
            until the acceptance of appointment by the successor Trustee in
            accordance with the applicable requirements of Section 609.
            Notwithstanding anything to the contrary contained herein, TIA
            Section 310(b) is hereby incorporated herein by reference and deemed
            a part hereof.

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

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


                                       39

<PAGE>

      (d)   If at any time:

            (1)   the Trustee shall fail to comply with the provisions of TIA
                  Section 310(b) after written request therefor by the Issuer or
                  by any Holder of a Security who has been a bona fide Holder of
                  a Security for at least six months, or

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

            (3)   the Trustee shall become incapable of acting or shall be
                  adjudged a bankrupt or insolvent, or a receiver of the Trustee
                  or of its property shall be appointed or any public officer
                  shall take charge or control of the Trustee or of its property
                  or affairs for the purpose of rehabilitation, conservation or
                  liquidation,

            then, in any such case, (A) the Issuer by or pursuant to a Board
            Resolution may remove the Trustee and appoint a successor Trustee
            with respect to all Securities, or (B) subject to TIA Section
            315(e), any Holder of a Security who has been a bona fide Holder of
            a Security 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 with respect to all
            Securities of such series and the appointment of a successor Trustee
            or Trustees.

      (e)   If the Trustee shall resign, be removed or become incapable of
            acting, or if a vacancy shall occur in the office of Trustee for any
            cause with respect to the Securities of one or more series, the
            Issuer, by or pursuant to a Board Resolution, shall promptly appoint
            a successor Trustee or Trustees with respect to the Securities of
            that or those series (it being understood that any such successor
            Trustee may be appointed with respect to the Securities of one or
            more or all of such series and that at any time there shall be only
            one Trustee with respect to the Securities of any particular series)
            and shall comply with the applicable requirements of Section 609.
            If, within one year after such resignation, removal or incapability,
            or the occurrence of such vacancy, a successor Trustee with respect
            to the Securities of any series shall be appointed by Act of the
            Holders of a majority in principal amount of the Outstanding
            Securities of such series delivered to the Issuer and the retiring
            Trustee, the successor Trustee so appointed shall, forthwith upon
            its acceptance of such appointment in accordance with the applicable
            requirements of Section 609, become the successor Trustee with
            respect to the Securities of such series and to that extent
            supersede the successor Trustee appointed by the Issuer. If no
            successor Trustee with respect to the Securities of any series shall
            have been so appointed by the Issuer or the Holders of Securities
            and accepted appointment in the manner provided in Section 609, any
            Holder of a Security who has been a bona fide Holder of a Security
            of such series for at least six months may, on behalf of himself and
            all others similarly situated, petition any court of competent
            jurisdiction for the appointment of a successor Trustee with respect
            to Securities of such series.


                                       40

<PAGE>

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

      SECTION 609. ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

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

      (b)   In case of the appointment hereunder of a successor Trustee with
            respect to the Securities of one or more (but not all) series, the
            Issuer, the retiring Trustee and each successor Trustee with respect
            to the Securities of that or those series shall execute and deliver
            an indenture supplemental hereto, pursuant to Article Nine hereof,
            wherein each successor Trustee shall accept such appointment and
            which (1) shall contain such provisions as shall be necessary or
            desirable to transfer and confirm to, and to vest in, each successor
            Trustee all the rights, powers, trusts and duties of the retiring
            Trustee with respect to the Securities of that or those series to
            which the appointment of such successor Trustee relates, (2) if the
            retiring Trustee is not retiring with respect to all Securities,
            shall contain such provisions as shall be deemed necessary or
            desirable to confirm that all the rights, powers, trusts and duties
            of the retiring Trustee with respect to the Securities of that or
            those series as to which the retiring Trustee is not retiring shall
            continue to be vested in the retiring Trustee, and (3) shall add to
            or change any of the provisions of this Indenture as shall be
            necessary to provide for or facilitate 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 Trustee's co-trustees of the same trust and that each such
            Trustee shall be trustee of a trust or trusts hereunder separate and
            apart from any trust or trusts hereunder administered by any other
            such Trustee; and upon the execution and delivery of such
            supplemental indenture the resignation or removal of the retiring
            Trustee shall become effective to the extent provided therein and
            each such successor Trustee, without any further act, deed or
            conveyance, shall become vested with all the rights, powers, trusts
            and duties of the retiring Trustee with respect to the Securities of
            that or those series to which the appointment of such successor
            Trustee relates; but, on request of the Issuer or any successor
            Trustee, such retiring Trustee shall duly assign, transfer and
            deliver to such successor Trustee all property and money held by
            such retiring Trustee hereunder with respect to the Securities of
            that or those series to which the appointment of such successor
            Trustee relates.


                                       41

<PAGE>

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

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

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

      SECTION 611. APPOINTMENT OF AUTHENTICATING AGENT. At any time when any of
the Securities remain Outstanding, the Trustee may appoint an Authenticating
Agent or Agents with respect to one or more series of Securities which shall be
authorized to act on behalf of the Trustee to authenticate Securities of such
series or pursuant to Section 306 issued upon original issue, exchange,
registration of transfer or partial redemption or repayment thereof, and
Securities so authenticated shall be entitled to the benefits of this Indenture
and shall be valid for all purposes as if authenticated by the Trustee
hereunder. Any such appointment shall be evidenced by an instrument in writing
signed by a Responsible Officer of the Trustee, a copy of which instrument shall
be promptly furnished to the Issuer. Wherever reference is made in this
Indenture to the authentication and delivery of Securities by the Trustee or the
Trustee's certification of authentication, such reference shall be deemed to
include authentication and delivery on behalf of the Trustee by an
Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by an Authenticating Agent.


                                       42

<PAGE>

      Each Authenticating Agent shall be acceptable to the Issuer and shall at
all times be a bank or trust company or corporation organized and doing business
and in good standing under the laws of the United States of America or of any
State or the District of Columbia, authorized under such laws to act as
Authenticating Agent, having a combined capital and surplus of not less than
$50,000,000 and subject to supervision or examination by federal or state
authorities. If such Authenticating Agent publishes reports of condition at
least annually, pursuant to law or the requirements of the aforesaid supervising
or examining authority, then for the purposes of this Section, the combined
capital and surplus of such Authenticating Agent shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition
so published. In case at any time an Authenticating Agent shall cease to be
eligible in accordance with the provisions of this Section, such Authenticating
Agent shall resign immediately in the manner and with the effect specified in
this Section.

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

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

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

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


                                       43

<PAGE>

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

              (TRUSTEE)
              as Trustee
              By:
                  --------------------------------------------------------------
                                   as Authenticating Agent

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

      If all of the Securities of any series may not be originally issued at one
time, and if the Trustee does not have an office capable of authenticating
Securities upon original issuance located in a Place of Payment where the Issuer
wishes to have Securities of such series authenticated upon original issuance,
the Trustee, if so requested in writing (which writing need not be accompanied
by or contained in an Officers' Certificate by the Issuer), shall appoint in
accordance with this Section an Authenticating Agent having an office in a Place
of Payment designated by the Issuer with respect to such series of Securities.

      SECTION 612. RIGHT OF TRUSTEE IN CAPACITY OF SECURITY REGISTRAR OR PAYING
AGENT. In the event that the Trustee is also acting in the capacity of Security
Registrar or Paying Agent hereunder, the rights, protections, immunities and
indemnities afforded to the Trustee pursuant to this Article 6 also shall be
afforded to the Trustee in its capacity as Security Registrar or Paying Agent.


                                       44

<PAGE>

         ARTICLE SEVEN. HOLDERS' LIST AND REPORTS BY TRUSTEE AND ISSUER

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

      SECTION 702. REPORTS BY TRUSTEE.

      (a)   Within 60 days after December 31 of each year commencing with the
            first December 31 following the first issuance of Securities
            pursuant to Section 301, if required by Section 313(a) of the TIA,
            the Trustee shall transmit, pursuant to Section 313(c) of the TIA, a
            brief report dated as of such December 31 with respect to any of the
            events specified in said Section 313(a) which may have occurred
            since the later of the immediately preceding December 31 and the
            date of this Indenture.

      (b)   The Trustee shall transmit the reports required by Section 313(a) of
            the TIA at the times specified therein.

      (c)   Reports pursuant to this Section shall be transmitted in the manner
            and to the Persons required by Sections 313(c) and 313(d) of the
            TIA.

      SECTION 703. REPORTS BY ISSUER. The Issuer will, pursuant to TIA Section
314(a):

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


                                       45

<PAGE>

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

      (c)   transmit by mail to the Holders of Securities, within 30 days after
            the filing thereof with the Trustee, in the manner and to the extent
            provided in TIA Section 313(c), such summaries of any information,
            documents and reports required to be filed by the Issuer pursuant to
            Section 1010 and paragraphs (a) and (b) of this Section as may be
            required by rules and regulations prescribed from time to time by
            the Commission.

      Delivery of such reports, information and documents to the Trustee is for
informational purposes only and the Trustee's receipt of such shall not
constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Issuer's
compliance with any of the covenants hereunder.

      SECTION 704. ISSUER TO FURNISH TRUSTEE NAMES AND ADDRESSES OF HOLDERS. In
accordance with TIA Section 312(a), the Issuer will furnish or cause to be
furnished to the Trustee:

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

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

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


                                       46

<PAGE>

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

      SECTION 801. CONSOLIDATIONS AND MERGERS OF ISSUER AND SALES, LEASES AND
CONVEYANCES PERMITTED SUBJECT TO CERTAIN CONDITIONS. The Issuer may consolidate
with, or sell, lease or convey all or substantially all of its assets to, or
merge with or into, any other Person, provided that (a) the Issuer shall be the
continuing Person, or the successor Person or its transferees or assignees of
such assets (if other than the Issuer) formed by or resulting from any such
consolidation or merger or which shall have received the transfer of such assets
by lease (subject to the continuing obligations of Issuer set forth in Section
802) or otherwise, either directly or indirectly, shall expressly assume the
payment of the interest, principal, premium, if any, and other sums payable on
all the Securities, and the due and punctual performance and observance of all
of the covenants and conditions in this Indenture; (b) the successor Person
formed by or resulting from any such consolidation or merger or which shall have
received the transfer of assets pursuant to this Section 801 shall be a United
States Person; and (c) immediately after giving effect to such transaction and
treating any Debt which becomes an obligation of the Issuer or any Subsidiary as
a result thereof as having been incurred by the Issuer or such Subsidiary at the
time of such transaction, no Event of Default, and no event which, after notice
or the lapse of time, or both, would become such an Event of Default, shall have
occurred and be continuing.

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

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

      SECTION 803. OFFICERS' CERTIFICATE AND OPINION OF COUNSEL. Any
consolidation, merger, sale, lease or conveyance permitted under Section 801 is
also subject to the condition that the Trustee receive an Officers' Certificate
and an Opinion of Counsel to the effect that any such consolidation, merger,
sale, lease or conveyance, and the assumption by any successor Person, complies
with the provisions of this Article and that all conditions precedent herein
provided for relating to such transaction have been complied with.


                                       47

<PAGE>

                      ARTICLE NINE. SUPPLEMENTAL INDENTURES

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

      (a)   to evidence the succession of another Person to the Issuer or the
            addition of another Person and the assumption by any such successor
            or additional Person of the covenants of the Issuer herein and in
            the Securities; or

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

      (c)   to add any additional Events of Default for the benefit of the
            Holders of all or any series of Securities (and if such Events of
            Default are to be for the benefit of less than all series of
            Securities, stating that such Events of Default are expressly being
            included solely for the benefit of such series); provided, however,
            that in respect of any such additional Events of Default such
            supplemental indenture may provide for a particular period of grace
            after default (which period may be shorter or longer than that
            allowed in the case of other defaults) or may provide for an
            immediate enforcement upon such default or may limit the remedies
            available to the Trustee upon such default or may limit the right of
            the Holders of a majority in aggregate principal amount of that or
            those series of Securities to which such additional Events of
            Default apply to waive such default; or

      (d)   to change or eliminate any of the provisions of this Indenture,
            provided that any such change or elimination shall become effective
            only when there is no Security Outstanding of any series created
            prior to the execution of such supplemental indenture which is
            entitled to the benefit of such provision; or

      (e)   to secure the Securities; or

      (f)   to establish the form or terms of Securities of any series as
            permitted by Sections 201 and 301; or


                                       48

<PAGE>

      (g)   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; or

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

      (i)   to supplement any of the provisions of this Indenture to such extent
            as shall be necessary to permit or facilitate the defeasance and
            discharge of any series of Securities pursuant to Sections 401, 1402
            and 1403, provided that any such action shall not adversely affect
            the interests of the Holders of Securities of such series or any
            other series of Securities in any material respect, and further
            provided that only the Trustee appointed with respect to any series
            of Securities shall be required to enter into a supplemental
            indenture affecting such series.

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

      (a)   change the Stated Maturity of the principal or premium, if any, on,
            or any installment of principal of or interest on, or any other sums
            payable with respect to, any Security, or reduce the principal
            amount thereof or the rate or amount of interest thereon or any
            premium payable upon the redemption thereof, or change any
            obligation of the Issuer to pay any other sums, or reduce the amount
            of the principal of an Original Issue Discount Security that would
            be due and payable upon a declaration of acceleration of the
            Maturity thereof pursuant to Section 502 or the amount thereof
            provable in bankruptcy pursuant to Section 504, or adversely affect
            any right of repayment at the option of the Holder of any Security,
            or change any Place of Payment, or impair the right to institute
            suit for the enforcement of any payment on or after the Stated
            Maturity thereof (or, in the case of redemption or repayment at the
            option of the Holder, on or after the Redemption Date or the
            Repayment Date, as the case may be), or


                                       49

<PAGE>

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

      (c)   modify any of the provisions of this Section, Section 513 or Section
            1013, except to increase the required percentage to effect such
            action or to provide that certain other provisions of this Indenture
            cannot be modified or waived without the consent of the Holder of
            each Outstanding Security affected thereby.

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

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

      SECTION 903. EXECUTION OF SUPPLEMENTAL INDENTURES. As a condition to
executing, or accepting the additional trusts created by, any supplemental
indenture permitted by this Article or the modification thereby of the trusts
created by this Indenture, the Trustee shall be entitled to receive, and shall
be fully protected in relying upon, an Opinion of Counsel stating that the
execution of such supplemental indenture is authorized or permitted by this
Indenture and stating that all requisite consents have been obtained or that no
consents are required. The Trustee may, but shall not be obligated to, enter
into any such supplemental indenture which affects the Trustee's own rights,
duties, indemnities or immunities under this Indenture or otherwise.

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

      SECTION 905. CONFORMITY WITH TRUST INDENTURE ACT. Every supplemental
indenture executed pursuant to this Article following the qualification of the
Indenture under the provisions of the TIA shall conform to the requirements of
the TIA as then in effect.


                                       50

<PAGE>

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

      SECTION 907. NOTICE OF SUPPLEMENTAL INDENTURES. Promptly after the
execution by the Issuer and the Trustee of any supplemental indenture pursuant
to the provisions of Section 902, the Issuer shall give notice thereof to the
Holders of each Outstanding Security affected, in the manner provided for in
Section 106, setting forth in general terms the substance of such supplemental
indenture.

                             ARTICLE TEN. COVENANTS

      SECTION 1001. PAYMENT OF INTEREST, PRINCIPAL, PREMIUM, IF ANY, AND OTHER
SUMS. The Issuer covenants and agrees for the benefit of the Holders of each
series of Securities that it will duly and punctually pay the interest on,
principal of, premium, if any, and other sums payable in respect of the
Securities of that series in accordance with the terms of such series of
Securities and this Indenture. Unless otherwise specified with respect to
Securities of any series pursuant to Section 301, at the option of the Issuer,
all payments may be paid by check to the registered Holder of the Registered
Security or other person entitled thereto against surrender of such Security.

      SECTION 1002. MAINTENANCE OF OFFICE OR AGENCY. The Issuer shall maintain
in each Place of Payment for any series of Securities an office or agency where
Securities of that series may be presented or surrendered for payment, where
Securities of that series may be surrendered for registration of transfer or
exchange and where notices and demands to or upon the Issuer in respect of the
Securities of that series and this Indenture may be served.

      The Issuer may from time to time designate one or more other offices or
agencies where the Securities of one or more series may be presented or
surrendered for any or all of such purposes, and may from time to time rescind
such designations, provided, however, that no such designations or rescissions
shall in any manner relieve the Issuer of its obligation to maintain an office
or agency in accordance with the requirements set forth above for Securities of
any series for such purposes. The Issuer will give prompt written notice to the
Trustee of any such designation or rescission and of any change in the location
of any such other office or agency. Unless otherwise specified with respect to
any Securities pursuant to Section 301 with respect to a series of Securities,
the Issuer hereby designates as a Place of Payment for each series of Securities
the Corporate Trust Office and hereby designate the Trustee as Paying Agent and
as its agent to receive all such presentations, surrenders, notices and demands.


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<PAGE>

      SECTION 1003. MONEY FOR SECURITIES PAYMENTS TO BE HELD IN TRUST. If the
Issuer shall at any time act as its own Paying Agent with respect to any series
of any Securities, it will, on or before each due date of the interest on,
principal of, premium, if any, or any other sums payable in respect of any of
the Securities of that series, segregate and hold in trust for the benefit of
the Persons entitled thereto a sum sufficient to pay the amounts so becoming due
until they shall be paid to such Persons or otherwise disposed of as herein
provided, and will promptly notify the Trustee of its action or failure so to
act.

      Whenever the Issuer shall have one or more Paying Agents for any series of
Securities, it will, before each due date of the interest, principal, and
premium, if any, or other sums payable in respect of, any Securities of that
series, deposit with a Paying Agent a sum sufficient to pay such amounts to be
held in trust for the benefit of the Persons entitled to such amounts and
(unless such Paying Agent is the Trustee) the Issuer will promptly notify the
Trustee of its action or failure so to act.

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

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

      (2)   give the Trustee notice of any default by the Issuer (or any other
            obligor upon the Securities) in the making of any such payment of
            interest, principal, and premium, if any, or other sums payable; and

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

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

      Except as otherwise provided in the Securities of any series, any money
deposited with the Trustee or any Paying Agent, or then held by the Issuer, in
trust for the payment of the interest on, principal of, premium, if any, or any
other sums payable in respect of any Security of any series and remaining
unclaimed for two years after such interest, principal, premium or other sums
have become due and payable shall be paid to the Issuer upon Issuer Request or
(if then held by the Issuer) shall be discharged from such trust; and the Holder
of such Security shall thereafter, as an unsecured general creditor, look only
to the Issuer for payment thereof, without interest thereon, and all liability
of the Trustee or such Paying Agent with respect to such trust money, and all
liability of the Issuer as trustee thereof, shall thereupon cease, provided,
however, that the Trustee or such Paying Agent, before being required to make
any such repayment, may at the expense of the Issuer cause to be published once,
in an Authorized Newspaper in ____________, notice that such money remains
unclaimed and that, after a date specified therein, which shall not be less than
30 days from the date of such publication, any unclaimed balance of such money
then remaining will be repaid to the Issuer.


                                       52

<PAGE>

      SECTION 1004. [Intentionally omitted]

      SECTION 1005. [Intentionally omitted].

      SECTION 1006. EXISTENCE. Subject to Article Eight, the Issuer will do or
cause to be done all things necessary to preserve and keep in full force and
effect its existence, rights and franchises; provided, however, that the Issuer
shall not be required to preserve any right or franchise if the Board of
Trustees shall determine that the preservation thereof is no longer desirable in
the conduct of the business of the Issuer and that the loss thereof is not
disadvantageous in any material respect to the Holders.

      SECTION 1007. MAINTENANCE OF PROPERTIES. The Issuer will cause all of its
material properties used or useful in the conduct of its business or the
business of any Subsidiary to be maintained and kept in good condition, repair
and working order and supplied with all necessary equipment and will cause to be
made all necessary repairs, renewals, replacements, betterments and improvements
thereof, all as in the reasonable judgment of the Issuer may be necessary so
that the business carried on in connection therewith may be properly and
advantageously conducted at all times; provided, however, that the Issuer and
its Subsidiaries shall not be prevented from discontinuing the operation and
maintenance of any of such properties if such discontinuance is, in the judgment
of the Issuer, desirable in the conduct of its business and not disadvantageous
in any material respect to the Holders.

      SECTION 1008. INSURANCE. The Issuer will, and will cause each of its
Subsidiaries to, maintain insurance coverage by financially sound and reputable
insurance companies in such forms and amounts and against such risks as are
customary for companies of established reputation engaged in the same or a
similar business and owning and operating similar properties.

      SECTION 1009. PAYMENT OF TAXES AND OTHER CLAIMS. The Issuer will pay or
discharge or cause to be paid or discharged, before the same shall become
delinquent, (i) all material taxes, assessments and governmental charges levied
or imposed upon it or any Subsidiary or upon the income, profits or property of
the Issuer or any Subsidiary, and (ii) all material lawful claims for labor,
materials and supplies which, if unpaid, might by law become a lien upon the
property of the Issuer or any Subsidiary; provided, however, that the Issuer
shall not be required to pay or discharge or cause to be paid or discharged any
such tax, assessment, charge or claim whose amount, applicability or validity is
being contested in good faith by appropriate proceedings so long as appropriate
reserves are established therefor in accordance with USGAAP.


                                       53

<PAGE>

      SECTION 1010. PROVISION OF FINANCIAL INFORMATION. Whether or not the
Issuer is subject to Section 13 or 15(d) of the Exchange Act, and for so long as
any Securities are outstanding, the Issuer will, to the extent permitted under
the Exchange Act, file with the Commission the annual reports, quarterly reports
and other documents which the Issuer would have been required to file with the
Commission pursuant to such Section 13 or 15(d) (the "Financial Statements") if
the Issuer were so subject, such documents to be filed with the Commission on or
prior to the respective dates (the "Required Filing Dates") by which the Issuer
would have been required so to file such documents if the Issuer were so
subject.

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

      SECTION 1011. STATEMENT AS TO COMPLIANCE. The Issuer shall deliver to the
Trustee, within 120 days after the end of each fiscal year, a written statement
(which need not be contained in or accompanied by an Officers' Certificate)
signed by the principal executive officer, the principal financial officer or
the principal accounting officer of the General Partner acting in its capacity
as General Partner of the Issuer, stating that:

      (a)   a review of the activities of the Issuer during such year and of its
            performance under this Indenture has been made under his or her
            supervision, and

      (b)   to the best of his or her knowledge, based on such review, (i) the
            Issuer has complied with all the conditions and covenants imposed on
            it under this Indenture throughout such year, or, if there has been
            a default in the fulfillment of any such condition or covenant,
            specifying each such default known to him or her and the nature and
            status thereof, and (ii) no event has occurred and is continuing
            which is, or after notice or lapse of time or both would become, an
            Event of Default, or, if such an event has occurred and is
            continuing, specifying each such event known to him and the nature
            and status thereof.

      SECTION 1012. ADDITIONAL SUMS. If any Securities of a series provide for
the payment of sums other than interest on, principal of, or premium, if any, on
such Securities, or for sinking fund payments with respect to such Securities,
the Issuer will pay to the Holder of any Security of such series such other sums
as may be specified as contemplated by Section 301. Whenever in this Indenture
there is mentioned, in any context except in the case of Section 502(a), the
payment of the principal of or any premium or interest on, or in respect of, any
Security of any series or the net proceeds received on the sale or exchange of
any Security of any series, such mention shall be deemed to include mention of
the payment of such other sums as may be provided by the terms of such series
established pursuant to Section 301 and express mention of such other sums (if
applicable) in any provisions hereof shall not be construed as excluding such
other sums in those provisions hereof where such express mention is not made.

      SECTION 1013. WAIVER OF CERTAIN COVENANTS. The Issuer may omit in any
particular instance to comply with any term, provision or condition set forth in
Sections 1004 to 1011, inclusive, if before or after the time for such
compliance the Holders of at least a majority in principal amount of all
Outstanding Securities of each series affected by such omission, by Act of such
Holders, either waive such compliance in such instance or generally waive
compliance with such covenant or condition, but no such waiver shall extend to
or affect such covenant or condition except to the extent so expressly waived,
and, until such waiver shall become effective, the obligations of the Issuer and
the duties of the Trustee in respect of any such term, provision or condition
shall remain in full force and effect.


                                       54

<PAGE>

                    ARTICLE ELEVEN. REDEMPTION OF SECURITIES

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

      SECTION 1102. ELECTION TO REDEEM; NOTICE TO TRUSTEE. Except as otherwise
specified as contemplated by Section 301 for Securities of any series, the
election of the Issuer to redeem any Securities shall be evidenced by or
pursuant to a Board Resolution. In case of any redemption at the election of the
Issuer of less than all of the Securities of any series, the Issuer shall, at
least 45 days prior to the giving of notice of redemption in Section 1104
(unless a shorter notice shall be satisfactory to the Trustee), notify the
Trustee in writing of such Redemption Date and of the principal amount of
Securities of such series to be redeemed. In the case of any redemption of
Securities prior to the expiration of any restriction on such redemption
provided in the terms of such Securities or elsewhere in this Indenture, the
Issuer shall furnish the Trustee with an Officers' Certificate evidencing
compliance with such restriction.

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

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

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

      SECTION 1104. NOTICE OF REDEMPTION. Notice of redemption shall be given in
the manner provided in Section 106, not less than 30 days nor more than 60 days
prior to the Redemption Date, unless a shorter period is specified by the terms
of such series established pursuant to Section 301, to each Holder of Securities
to be redeemed. Failure to give such notice in the manner herein provided to the
Holder of any Security designated for redemption as a whole or in part, or any
defect in the notice to any such Holder, shall not affect the validity of the
proceedings for the redemption of any other such Security or portion thereof.
Any notice that is mailed to the Holders of Registered Securities in the manner
herein provided shall be conclusively presumed to have been duly given, whether
or not the Holder; receives the notice.


                                       55

<PAGE>

      All notices of redemption shall state:

      (a)   the Redemption Date;

      (b)   the Redemption Price, accrued interest to the Redemption Date
            payable as provided in Section 1106, if any, and other sums payable,
            if any,

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

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

      (e)   that on the Redemption Date the Redemption Price and accrued
            interest to the Redemption Date payable as provided in Section 1106,
            if any, will become due and payable upon each such Security, or the
            portion thereof, to be redeemed and, if applicable, that interest
            thereon shall cease to accrue on and after said date,

      (f)   the Place or Places of Payment where such Securities are to be
            surrendered for payment of the Redemption Price and accrued
            interest, if any,

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

      (h)   the CUSIP number of such Security, and

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

      A notice of redemption published as contemplated by Section 106 need not
identify particular Securities to be redeemed.

      Notice of redemption of Securities to be redeemed 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.

      SECTION 1105. DEPOSIT OF REDEMPTION PRICE. At least one Business Day prior
to any Redemption Date, the Issuer shall deposit with the Trustee or with a
Paying Agent (or, if the Issuer is acting as its own Paying Agent, which it may
not do in the case of a sinking fund payment under Article Twelve, segregate and
hold in trust as provided in Section 1003) an amount of money sufficient to pay
on the Redemption Date the Redemption Price of, and (except if the Redemption
Date shall be an Interest Payment Date) accrued interest on and any other sums
payable with respect thereto, all the Securities or portions thereof which are
to be redeemed on that date.


                                       56
<PAGE>

      SECTION 1106. SECURITIES PAYABLE ON REDEMPTION DATE. Notice of redemption
having been given as aforesaid, the Securities so to be redeemed shall, on the
Redemption Date, become due and payable at the Redemption Price therein
specified (together with accrued interest, if any, to the Redemption Date), and
from and after such date (unless the Issuer shall default in the payment of the
Redemption Price and accrued interest) such Securities shall, if the same were
interest-bearing, cease to bear interest. Upon surrender of any such Security
for redemption in accordance with said notice, such Security shall be paid by
the Issuer at the Redemption Price, together with accrued interest, if any, to
the Redemption Date and any other sums payable; provided, however, that, except
as otherwise provided by the terms of the securities, installments of interest
on Securities whose Stated Maturity is on or prior to the Redemption Date shall
be payable to the Holders of such Securities, or one or more Predecessor
Securities, registered as such at the close of business on the relevant Record
Dates according to their terms and the provisions of Section 307.

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

      SECTION 1107. SECURITIES REDEEMED IN PART. Any Security which is to be
redeemed only in part shall be surrendered at a Place of Payment therefor (with,
if the Issuer or the Trustee so requires, due endorsement by, or a written
instrument of transfer in form satisfactory to the Issuer and the Trustee duly
executed by, the Holder thereof or his attorney duly authorized in writing) and
the Issuer shall execute and the Trustee shall authenticate and deliver to the
Holder of such Security without service charge a new Security or Securities of
the same series, of any authorized denomination as requested by such Holder in
aggregate principal amount equal to and in exchange for the unredeemed portion
of the principal of the Security so surrendered. If a Security in global form is
so surrendered, the Issuer shall execute, and the Trustee shall authenticate and
deliver to the depositary for such Security in global form as shall be specified
in the Issuer Order with respect thereto to the Trustee, without service charge,
a new Security in global form in a denomination equal to and in exchange for the
unredeemed portion of the principal of the Security in global form so
surrendered.

                          ARTICLE TWELVE. SINKING FUNDS

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

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


                                       57

<PAGE>

      SECTION 1202. SATISFACTION OF SINKING FUND PAYMENT WITH SECURITIES. The
Issuer may, in satisfaction of all or any part of any mandatory sinking fund
payment with respect to the Securities of a series, (1) deliver Outstanding
Securities of such series, other than any Securities previously called for
redemption, and (2) apply as a credit Securities of such series which have been
redeemed either at the election of the Issuer pursuant to the terms of such
Securities or through the application of permitted optional sinking fund
payments pursuant to the terms of such Securities, or which have otherwise been
acquired by the Issuer; provided that such Securities so delivered or applied as
a credit have not been previously so credited. Such Securities shall be received
and credited for such purpose by the Trustee at the applicable Redemption Price
specified in such Securities for redemption through operation of the sinking
fund and the amount of such mandatory sinking fund payment shall be reduced
accordingly.

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

              ARTICLE THIRTEEN. REPAYMENT AT THE OPTION OF HOLDERS

      SECTION 1301. APPLICABILITY OF ARTICLE. Repayment of Securities of any
series before their Stated Maturity at the option of Holders thereof shall be
made in accordance with the terms of such Securities, if any, and (except as
otherwise specified by the terms of such series established pursuant to Section
301) in accordance with this Article.


                                       58

<PAGE>

      SECTION 1302. REPAYMENT OF SECURITIES. Securities of any series subject to
repayment in whole or in part at the option of the Holders thereof will, unless
otherwise provided in the terms of such Securities, be repaid at a price equal
to the principal amount thereof, together with interest, if any, thereon accrued
to the Repayment Date specified in or pursuant to the terms of such Securities.
The Issuer covenants that at least one Business Day prior to the Repayment Date
it will deposit with the Trustee or with a Paying Agent (or, if the Issuer is
acting as its own Paying Agent, segregate and hold in trust as provided in
Section 1003) an amount of money sufficient to pay the principal (or, if so
provided by the terms of the Securities of any series, a percentage of the
principal) of, and (except if the Repayment Date shall be an Interest Payment
Date) accrued interest on, all the Securities or portions thereof, as the case
may be, to be repaid on such date.

      SECTION 1303. EXERCISE OF OPTION. Securities of any series subject to
repayment at the option of the Holders thereof will contain an "Option to Elect
Repayment" form on the reverse of such Securities. In order for any Security to
be repaid at the option of the Holder, the Trustee must receive at the Place of
Payment therefor specified in the terms of such Security (or at such other place
or places of which the Issuer shall from time to time notify the Holders of such
Securities) not earlier than 60 days nor later than 30 days prior to the
Repayment Date (1) the Security so providing for such repayment together with
the "Option to Elect Repayment" form on the reverse thereof duly completed by
the Holder (or by the Holder's attorney duly authorized in writing) or (2) a
telegram, telex, facsimile transmission or a letter from a member of a national
securities exchange, or the National Association of Securities Dealers, Inc., or
a commercial bank or trust company in the United States setting forth the name
of the Holder of the Security, the principal amount of the Security, the
principal amount of the Security to be repaid, the CUSIP number, if any, or a
description of the tenor and terms of the Security, a statement that the option
to elect repayment is being exercised thereby and a guarantee that the Security
to be repaid, together with the duly completed form entitled "Option to Elect
Repayment" on the reverse of the Security will be received by the Trustee not
later than the fifth Business Day after the date of such telegram, telex,
facsimile transmission or letter; provided, however, that such telegram, telex,
facsimile transmission or letter shall only be effective if such Security and
form duly completed are received by the Trustee by such fifth Business Day. If
less than the entire principal amount of such Security is to be repaid in
accordance with the terms of such Security, the principal amount of such
Security to be repaid, in increments of the minimum denominations for Securities
of such series, and the denomination or denominations of the Security or
Securities to be issued to the Holder for the portion of the principal amount of
such Security surrendered that is not to be repaid, must be specified. The
principal amount of any Security providing for repayment at the option of the
Holder thereof may not be repaid in part if, following such repayment, the
unpaid principal amount of such Security would be less than the minimum
authorized denomination of Securities of the series of which such Security to be
repaid is a part. Except as otherwise may be provided by the terms of any
Security providing for repayment at the option of the Holder thereof, exercise
of the repayment option by the Holder shall be irrevocable unless waived by the
Issuer.


                                       59

<PAGE>

      SECTION 1304. WHEN SECURITIES PRESENTED FOR REPAYMENT BECOME DUE AND
PAYABLE. If Securities of any series providing for repayment at the option of
the Holders thereof shall have been surrendered as provided in this Article and
as provided by or pursuant to the terms of such Securities, such Securities or
the portions thereof, as the case may be, to be repaid shall become due and
payable and shall be paid by the Issuer on the Repayment Date therein specified,
and on and after such Repayment Date (unless the Issuer shall default in the
payment of such Securities on such Repayment Date) such Securities shall, if the
same were interest-bearing, cease to bear interest. Upon surrender of any such
Security for repayment in accordance with such provisions, the principal amount
of such Security so to be repaid shall be paid by the Issuer, together with
accrued interest, if any, to the Repayment Date; provided, however, that
installments of interest, if any, whose Stated Maturity is on or prior to the
Repayment Date shall be payable (but without interest thereon, unless the Issuer
shall default in the payment thereof) to the Holders of such Securities, or one
or more Predecessor Securities, registered as such at the close of business on
the relevant Record Dates according to their terms and the provisions of Section
307.

      If the principal amount of any Security surrendered for repayment shall
not be so repaid upon surrender thereof, such principal amount (together with
interest, if any, thereon, accrued to such Repayment Date) shall, until paid,
bear interest from the Repayment Date at the rate interest or Yield to Maturity
(in the case of Original Issue Discount Securities) set forth in such Security.

      SECTION 1305. SECURITIES REPAID IN PART. Upon surrender of any Registered
Security which is to be repaid in part only, the Issuer shall execute and the
Trustee shall authenticate and deliver to the Holder of such Security, without
service charge and at the expense of the Issuer, a new Security or Securities of
the same series, of any authorized denomination specified by the Holder, in an
aggregate principal amount equal to and in exchange for the portion of the
principal of such Security so surrendered which is not to be repaid.

              ARTICLE FOURTEEN. DEFEASANCE AND COVENANT DEFEASANCE

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


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<PAGE>

      SECTION 1402. DEFEASANCE AND DISCHARGE. Upon the Issuer's exercise of the
above option applicable to this Section with respect to any Securities of or
within a series, the Issuer shall be deemed to have been discharged from its
obligations with respect to such Outstanding Securities on the date the
conditions set forth in Section 1404 are satisfied (hereinafter, "defeasance").
For this purpose, such defeasance means that the Issuer shall be deemed to have
paid and discharged the entire indebtedness represented by such Outstanding
Securities which shall thereafter be deemed to be "Outstanding" only for the
purposes of Section 1405 and the other Sections of this Indenture referred to in
clauses (A) and (B) below, and to have satisfied all of its other obligations
under such Securities, and this Indenture, insofar as such Securities are
concerned (and the Trustee, at the written direction and expense of the Issuer,
shall execute proper instruments acknowledging the same), except for the
following which shall survive until otherwise terminated or discharged
hereunder: (A) the rights of Holders of such Outstanding Securities to receive,
solely from the trust fund described in Section 1404 and as more fully set forth
in such Section, payments in respect of the interest on, principal of, premium,
if any, and other sums payable, if any, on such Securities when such payments
are due and any right of such Holder to exchange such Securities for other
Securities, (B) the Issuer's obligations with respect to such Securities under
Sections 305, 306, 1002 and 1003, (C) the rights, powers, trusts, duties and
immunities of the Trustee hereunder and (D) this Article. Subject to compliance
with this Article Fourteen, the Issuer may exercise its option under this
Section notwithstanding the prior exercise of its option under Section 1403 with
respect to such Securities.

      SECTION 1403. COVENANT DEFEASANCE. Upon the Issuer's exercise of the above
option applicable to this Section with respect to any Securities of or within a
series, the Issuer shall be released from its obligations under Sections 1004 to
1011, inclusive, and, if specified pursuant to Section 301, its obligations
under any other covenant, with respect to such Outstanding Securities on and
after the date the conditions set forth in Section 1404 are satisfied
(hereinafter, "covenant defeasance"), and such Securities shall thereafter be
deemed to be not "Outstanding" for the purposes of any direction, waiver,
consent or declaration or Act of Holders (and the consequences of any thereof)
in connection with any such covenant, but shall continue to be deemed
"Outstanding" for all other purposes hereunder. For this purpose, such covenant
defeasance means that, with respect to such Outstanding Securities, the Issuer
may omit to comply with and shall have no liability in respect of any term,
condition or limitation set forth in any such Section or such other covenant,
whether directly or indirectly, by reason of any reference elsewhere herein to
any such Section or such other covenant or by reason of reference in any such
Section or such other covenant to any other provision herein or in any other
document and such omission to comply shall not constitute a default or an Event
of Default under Section 501(d) or 501(h) or otherwise, as the case may be, but,
except as specified above, the remainder of this Indenture and such Securities
and shall be unaffected thereby.


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<PAGE>

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

      (a)   The Issuer shall irrevocably have deposited or caused to be
            deposited with the Trustee (or another trustee satisfying the
            requirements of Section 607 who shall agree to comply with the
            provisions of this Article Fourteen applicable to it) as trust funds
            in trust for the purpose of making the following payments,
            specifically pledged as security for, and dedicated solely to, the
            benefit of the Holders of such Securities, (1) an amount in cash, or
            (2) Government Obligations applicable to such Securities which
            through the scheduled payment of principal and interest in respect
            thereof in accordance with their terms will provide, not later than
            one day before the due date of any payment of interest on, principal
            of, premium, if any and any other sums payable, in an amount, or (3)
            a combination thereof, in any case, sufficient, without
            consideration of any reinvestment of such principal and interest, in
            the opinion of a nationally recognized firm of independent public
            accountants expressed in a written certification thereof delivered
            to the Trustee, to pay and discharge, and which shall be applied by
            the Trustee (or other qualifying trustee) to pay and discharge, (i)
            the interest on, principal of, premium, if any, and other sums
            payable in respect of such Outstanding Securities on their States
            Maturities and (ii) any mandatory sinking fund payments or analogous
            payments applicable to such Outstanding Securities on the day on
            which such payments are due and payable in accordance with the terms
            of this Indenture and of such Securities.

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

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

      (d)   In the case of an election under Section 1402, the Issuer shall have
            delivered to the Trustee an Opinion of Counsel stating that (i) the
            Issuer has received from, or there has been published by, the
            Internal Revenue Service a ruling, or (ii) since the date of
            execution of this Indenture, there has been a change in the
            applicable federal income tax law, in either case to the effect
            that, and based thereon such opinion shall confirm that, the Holders
            of such Outstanding Securities will not recognize income, gain or
            loss for federal income tax purposes as a result of such defeasance
            and will not be subject to federal income tax on the same amounts,
            in the same manner and at the same times as would have been the case
            if such defeasance had not occurred.

      (e)   In the case of an election under Section 1403, the Issuer shall have
            delivered to the Trustee an Opinion of Counsel to the effect that
            the Holders of such Outstanding Securities 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.


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<PAGE>

      (f)   The Issuer shall have delivered to the Trustee an Officers'
            Certificate and an Opinion of Counsel, each stating that all
            conditions precedent to the defeasance under Section 1402 or the
            covenant defeasance under Section 1403 (as the case may be) have
            been complied with.

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

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

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

      Anything in this Article to the contrary notwithstanding, subject to
Section 606, the Trustee shall deliver or pay to the Issuer from time to time
upon Issuer Request any money or Government Obligations (or other property and
any proceeds therefrom) held by it as provided in Section 1404 which, in the
opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee, are in
excess of the amount thereof which would then be required to be deposited to
effect a defeasance or covenant defeasance, as applicable, in accordance with
this Article. Any money or Government Obligations (or other property and any
proceeds therefrom) held by the Trustee as provided in Section 1404 that remains
after the payment of all amounts due the Holders of defeased Securities and all
taxes, fees and charges as provided herein shall be delivered or paid by the
Trustee to the Issuer.


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<PAGE>

               ARTICLE FIFTEEN. MEETINGS OF HOLDERS OF SECURITIES

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

      SECTION 1502. CALL, NOTICE AND PLACE OF MEETINGS.

      (a) The Trustee may at any time call a meeting of Holders of Securities of
any series for any purpose specified in Section 1501, to be held at such time
and at such place in ___________________________ as the Trustee shall determine.
Notice of every meeting of Holders of Securities of any series, setting forth
the time and the place of such meeting and in general terms the action proposed
to be taken at such meeting, shall be given, in the manner provided in Section
106, not less than 21 nor more than 180 days prior to the date fixed for the
meeting.

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

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

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


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<PAGE>

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

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

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

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


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<PAGE>

      (b) The chairman of the meeting shall be the Chairman of the Issuer's
Board of Trustees and the secretary of the meeting shall be the Issuer's
Secretary or any Assistant Secretary appointed by the Issuer as the secretary of
the meeting. If the Chairman of the Issuer is unable or unwilling to serve, the
Trustee shall, by an instrument in writing appoint a temporary chairman of the
meeting. Thereafter, a permanent chairman and a permanent secretary of the
meeting shall be elected by vote of the persons entitled to vote a majority in
principal amount of the Outstanding Securities of such series represented at the
meeting.

      (c) At any meeting each Holder of a Security of such series or proxy shall
be entitled to one vote for each $1,000 principal amount of the Outstanding
Securities of such series held or represented by him; provided, however that no
vote shall be cast or counted at any meeting in respect of any Security
challenged as not Outstanding and ruled by the chairman of the meeting to be not
Outstanding. The chairman of the meeting shall have no right to vote, except as
a Holder of a Security of such series or proxy.

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

      SECTION 1506. COUNTING VOTES AND RECORDING ACTION OF MEETINGS. The vote
upon any resolution submitted to any meeting of Holders of Securities of any
series shall be by written ballots on which shall be subscribed the signatures
of the Holders of Securities of such series or of their representatives by proxy
and the principal amounts and serial numbers of the Outstanding Securities of
such series held or represented by them. The chairman of the meeting shall
appoint an inspector of votes who shall count all votes cast at the meeting for
or against any resolution and who shall make and file with the secretary of the
meeting a written report of all votes cast at the meeting. A record of the
proceedings of each meeting of Holders of Securities of any Series shall be
prepared by the secretary of the meeting and there shall be attached to said
record the original report of the inspector of votes on any vote by ballot taken
thereat and affidavits by one or more persons having knowledge of the fact,
setting forth a copy of the notice of the meeting and showing that said notice
was given as provided in Section 1502 and, if applicable, Section 1504. Any
record so signed shall be conclusive evidence of the matters therein stated.

      SECTION 1507. EVIDENCE OF ACTION TAKEN BY HOLDERS. 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 Holders 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 Holders 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 and execution of any instrument or of a writing appointing any such agent
shall be sufficient for any purpose of this Indenture and (subject to Article
Six) conclusive in favor of the Trustee and the Issuer, if made in the manner
provided in this Article.


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<PAGE>

      SECTION 1508. PROOF OF EXECUTION OF INSTRUMENTS. Subject to Article Six,
the execution of any instrument by a Holder or his agent or proxy may be proved
in accordance with such reasonable rules and regulations as may be prescribed by
the Trustee or in such manner as shall be satisfactory to the Trustee.

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

                                            RAIT PARTNERSHIP, L.P.

                                            By:  RAIT General, Inc.
                                                 its sole general partner

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

Attest:


----------------------------------
Title:  (Assistant) Secretary

                                            ---------------------- , as Trustee

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

Attest:

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


                                       67

<PAGE>

COMMONWEALTH OF PENNSYLVANIA        }
                                        }  ss:
COUNTY OF PHILADELPHIA              }

      On the ____ day of ___________, ____, before me personally came
___________________, to me known, who, being by me duly sworn, did depose and
say that he/she is the ________________ of RAIT GENERAL, INC., a party described
in and which executed the foregoing instrument, and that he/she signed his/her
name thereto by authority of the Board of Trustees.

{Notarial Seal}

                                         /s/
                                            -----------------------------------
                                             Notary Public
                                             COMMISSION EXPIRES:


                                       68

<PAGE>

COMMONWEALTH OF PENNSYLVANIA        }
                                        }  ss:
COUNTY OF PHILADELPHIA              }

      On the ____ day of ___________, ____, before me personally came
___________________, to me known, who, being by me duly sworn, did depose and
say that he is _____________________ of _______________________, as Trustee, one
of the parties described in and which executed the foregoing instrument, and
that he is authorized to sign his name thereto on behalf of the Trustee.

{Notarial Seal}

                                        /s/
                                           ------------------------------------
                                            Notary Public
                                            COMMISSION EXPIRES:


                                       69