Exhibit 4.4
















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                        ALLIANCE CAPITAL MANAGEMENT L.P.

                                      and

             [_________________________________], as Warrant Agent

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

                         FORM OF DEBT WARRANT AGREEMENT

                      dated as of [_____________________]



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<PAGE>





                               TABLE OF CONTENTS(1)
                                 --------------

                                                                           PAGE


                                   ARTICLE 1
             ISSUANCE OF WARRANTS AND TEMPORARY GLOBAL SECURITY AND
                 EXECUTION AND DELIVERY OF WARRANT CERTIFICATES

SECTION 1.01.  Issuance of Warrants..........................................2
SECTION 1.02.  Execution and Delivery of Warrant Certificates................2
SECTION 1.03.  Issuance of Warrant Certificates..............................4
SECTION 1.04.  Temporary Global Security.....................................6

                                   ARTICLE 2
                WARRANT PRICE, DURATION AND EXERCISE OF WARRANTS

SECTION 2.01.  Warrant Price.................................................6
SECTION 2.02.  Duration of Warrants..........................................6
SECTION 2.03.  Exercise of Warrants..........................................7

                                   ARTICLE 3
           OTHER PROVISIONS RELATING TO RIGHTS OF HOLDERS OF WARRANT
                                  CERTIFICATES

SECTION 3.01.  No Rights as Warrant Securityholder Conferred by
         Warrants or Warrant Certificates...................................11
SECTION 3.02.  Lost, Mutilated, Stolen, or Destroyed Warrant Certificates...12
SECTION 3.03.  Enforcement of Rights........................................12
SECTION 3.04.  Merger, Consolidation, Conveyance or Transfer................13

                                   ARTICLE 4
                             EXCHANGE AND TRANSFER

SECTION 4.01.  Exchange and Transfer........................................13
SECTION 4.02.  Treatment of Holders of Warrant Certificates.................15
SECTION 4.03.  Cancellation of Warrant Certificates.........................15


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    1  The Table of Contents is not a part of the Agreement.

                                       i

<PAGE>


                                   ARTICLE 5
                          CONCERNING THE WARRANT AGENT

                                                                           PAGE

SECTION 5.01.  Warrant Agent................................................17
SECTION 5.02.  Conditions of Warrant Agent's Obligations....................17
SECTION 5.03.  Resignation and Appointment of Successor.....................19

                                   ARTICLE 6
                                 MISCELLANEOUS

SECTION 6.01.  Amendment....................................................21
SECTION 6.02.  Notices and Demands to the Partnership and Warrant
         Agent..............................................................21
SECTION 6.03.  Addresses....................................................22
SECTION 6.04.  Applicable Law...............................................22
SECTION 6.05.  Delivery of Prospectus.......................................22
SECTION 6.06.  Obtaining of Governmental Approval...........................22
SECTION 6.07.  Persons Having Rights under Warrant Agreement................22
SECTION 6.08.  Headings.....................................................23
SECTION 6.09.  Counterparts.................................................23
SECTION 6.10.  Inspection of Agreement......................................23
SECTION 6.11.  Notices to Holders of Warrants...............................23

TESTIMONIUM.................................................................24
SIGNATURES..................................................................24

EXHIBIT A  -   Form of Warrant Certificate [in Registered Form]
[EXHIBIT B -   Form of Global Warrant Certificate in Bearer Form]
[EXHIBIT C -   Form of Certificate to be Delivered to the Warrant Agent by the
               Euroclear Operator or Clearstream]
[EXHIBIT D -   Form of Warrant Exercise Notice]
[EXHIBIT E -   Form of Confirmation to be Delivered to Purchasers of Warrant
               Securities in Bearer Form]


                                       ii

<PAGE>


                            DEBT WARRANT AGREEMENT(2)

         THIS AGREEMENT dated as of [ _________ ] between ALLIANCE CAPITAL
MANAGEMENT L.P., a limited partnership duly organized and existing under the
laws of the State of Delaware (the "Partnership"), and [_____________], a
[bank] [trust company] duly incorporated and existing under the laws of
[Delaware], as Warrant Agent (the "Warrant Agent"),

                             W I T N E S S E T H :

         WHEREAS, the Partnership has entered into an Indenture dated as of [
], 2001 (the "Indenture") between the Partnership and The Bank of New York, as
Trustee (the "Trustee"), providing for the issuance from time to time of its
debt securities to be issued in one or more series as provided in the
Indenture; and

         WHEREAS, the Partnership proposes to sell [[Title of any debt
securities being offered] (the "Offered Securities") with] one or more warrants
(the "Warrants") representing the right to purchase [title of debt securities
purchasable through exercise of Warrants] (the "Warrant Securities"), the
Warrants to be evidenced by warrant certificates issued pursuant to this
Agreement (the "Warrant Certificates"); and

         WHEREAS, the Partnership desires the Warrant Agent to act on behalf of
the Partnership in connection with the issuance, transfer, exchange, exercise
and replacement of the Warrant Certificates, and in this Agreement wishes to
set forth, among other things, the form[s] and provisions of the Warrant
Certificates and the terms and conditions on which they may be issued,
transferred, exchanged, exercised and replaced;

         NOW, THEREFORE, in consideration of the premises and of the mutual
agreements herein contained, the parties hereto agree as follows:


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     2 Complete or modify the provisions of this form as appropriate to reflect
the terms of the Warrants and Warrant Securities and whether they are sold
attached to Offered Securities or alone. Monetary amounts may be in U.S.
dollars or in a foreign currency.

For Warrants sold attached to Offered Securities which are detachable bracketed
language here and throughout this Agreement should be inserted as follows:

     1. If Warrants are immediately detachable from the Offered Securities; and

     2. If Warrants are detachable from the Offered Securities only after the
        Detachable Date.


<PAGE>


                                   ARTICLE 1
            ISSUANCE OF WARRANTS AND TEMPORARY GLOBAL SECURITY(3) AND
                 EXECUTION AND DELIVERY OF WARRANT CERTIFICATES

         SECTION 1.01. Issuance of Warrants. The Warrants shall be evidenced by
one or more Warrant Certificates. Each Warrant evidenced thereby shall
represent the right, subject to the provisions contained herein and therein, to
purchase a Warrant Security in the principal amount of [______] [and shall be
initially issued in connection with the issuance of the Offered Securities](4)
[1: and shall be separately transferable immediately thereafter] [2: but shall
not be separately transferable until on and after [________], 20[ ] (the
"Detachable Date")](5). The Warrants shall be initially issued [in units] with
the Offered Securities.](6)

         SECTION 1.02. Execution and Delivery of Warrant Certificates. Each
Warrant, whenever issued, shall be evidenced by a Warrant Certificate in
registered form [or a global Warrant Certificate in bearer form (the "Global
Warrant Certificate")] [the form to be the same as that of the Warrant Security
in connection with which the Warrant Certificate is issued], substantially in
the form[s] set forth in Exhibit A [and Exhibit B, respectively,] hereto, shall
be dated [ ] and may have such letters, numbers or other marks of
identification or designation and such legends or endorsements printed,
lithographed or engraved thereon as the officers of the Partnership executing
the same may approve (execution thereof to be conclusive evidence of such
approval) and as are not inconsistent with the provisions of this Agreement, 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 Warrants may be listed, or to conform to usage. The Warrant Certificates
shall be signed on behalf of the Partnership by any of the chairman of its
Board of Directors, its president, any vice chairman of its Board of Directors,
the chief financial officer (or any other officer certified by any of the
foregoing officers in an Officers' Certificate to be an executive officer of
the General Partner of Issuer), in each case under its corporate seal, which
may but need not be, attested by its secretary or one of its assistant
secretaries [, except that the Global Warrant Certificate may be executed by
any such officer without any necessity that such signature be under seal as
aforesaid]. Such signatures may be manual or facsimile signatures of such
authorized officers


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     3 For Warrants sold attached to Offered Securities which are detachable.

     4 For Warrants sold attached to Offered Securities.

     5 For detachable Warrants sold attached to Offered Securities which are
detachable.

     6 For Warrants sold attached to Offered Securities.


                                       2

<PAGE>


and may be imprinted or otherwise reproduced on the Warrant Certificates. The
corporate seal of the Partnership may be in the form of a facsimile thereof and
may be impressed, affixed, imprinted or otherwise reproduced on the Warrant
Certificates.

         No Warrant Certificate shall be valid for any purpose, and no Warrant
evidenced thereby shall be exercisable, until such Warrant Certificate has been
countersigned by the Warrant Agent by manual signature. Such signature by the
Warrant Agent upon any Warrant Certificate executed by the Partnership shall be
conclusive evidence, and the only evidence, that the Warrant Certificate so
countersigned has been duly issued hereunder.

         [The Global Warrant Certificate shall be and remain subject to the
provisions of this Agreement until such time as all of the Warrants evidenced
thereby shall have been duly exercised or shall have expired or been cancelled
in accordance with the terms thereof.]

         In case any officer of the Partnership who shall have signed any of
the Warrant Certificates either manually or by facsimile signature shall cease
to be such officer before the Warrant Certificates so signed shall have been
countersigned and delivered by the Warrant Agent as provided herein, such
Warrant Certificates may be countersigned and delivered notwithstanding that
the person who signed such Warrant Certificates ceased to be such officer of
the Partnership; and any Warrant Certificate may be signed on behalf of the
Partnership by such persons as, at the actual date of the execution of such
Warrant Certificate, shall be the proper officers of the Partnership, although
at the date of the execution of this Agreement any such person was not such
officer.

         The term "Holder", when used with respect to any Warrant Certificate
[in registered form], shall mean any person in whose name at the time such
Warrant Certificate shall be registered upon the books to be maintained by the
Warrant Agent for that purpose [[2: or, prior to the Detachable Date, any
person in whose name at the time the Offered Security to which such Warrant
Certificate is attached is registered upon the register of the Offered
Securities. Prior to the Detachable Date, the Partnership will, or will cause
the registrar of the Offered Securities to, make available at all times to the
Warrant Agent such information as to holders of the Offered Securities with
Warrants as may be necessary to keep the Warrant Agent's records up to
date]](7).

         [The term "Holder", when used with respect to the Global Warrant
Certificate, shall mean [2:, prior to the Detachable Date, the bearer of the

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     7 For detachable Warrants sold attached to Offered Securities which are
detachable.


                                       3

<PAGE>


Temporary Global Security (as defined in Section 1.04) evidencing the Offered
Securities to which the Warrants evidenced by the Global Warrant Certificate
were initially attached and, after the Detachable Date, the bearer of the
Global Warrant Certificate.](8) [the bearer thereof.](9)

         SECTION 1.03. Issuance of Warrant Certificates. Warrant Certificates
evidencing the right to purchase an aggregate principal amount not exceeding [
] aggregate principal amount of Warrant Securities (except as provided in
Sections 2.03, 3.02 and 4.01) may be executed by the Partnership and delivered
to the Warrant Agent upon the execution of this Warrant Agreement or from time
to time thereafter. The Warrant Agent shall, upon receipt of Warrant
Certificates duly executed on behalf of the Partnership, countersign Warrant
Certificates evidencing [________] Warrants representing the right to
purchase up to [________] aggregate principal amount of Warrant Securities
and shall[, in the case of Warrant Certificates in registered form,] deliver
such Warrant Certificates to or upon the order of the Partnership [and, in the
case of the Global Warrant Certificate, upon the order of the Partnership,
deposit the Global Warrant Certificate with [________], as common depositary
(the "Common Depositary") for Euroclear Bank, as operator of the Euroclear
System (the "Euroclear Operator"), and for Clearstream Banking S.A.
("Clearstream") for credit to the accounts of persons appearing from time to
time on the records of the Euroclear Operator or of Clearstream as being
entitled to any portion thereof. [2: The Temporary Global Security, as defined
in Section 1.04, will at the same time be deposited with the Common
Depositary.](10) The Global Warrant Certificate shall be held by the Common
Depositary outside the United Kingdom.] Subsequent to such original issuance of
the Warrant Certificates, the Warrant Agent shall countersign a Warrant
Certificate only if the Warrant Certificate is issued in exchange or
substitution for one or more previously countersigned Warrant Certificates or
[, with respect to Warrant Certificates in registered form, in connection with
their transfer as hereinafter provided or as provided in the antepenultimate
paragraph of Section 2.03].

         Pending the preparation of definitive Warrant Certificates [in
registered form] evidencing Warrants, the Partnership may execute and the
Warrant Agent shall countersign and deliver temporary Warrant Certificates [in
registered form] evidencing such Warrants (printed, lithographed, typewritten
or otherwise


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     8 For Warrants sold attached to Offered Securities that are detachable.

     9 For Warrants sold attached to Offered Securities that are not detachable
and for Warrants sold alone.

     10 For Warrants sold attached to Offered Securities that are detachable.


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<PAGE>


produced, in each case in form satisfactory to the Warrant Agent). Such
temporary Warrant Certificates shall be issuable substantially in the form of
the definitive Warrant Certificates [in registered form] but with such
omissions, insertions and variations as may be appropriate for temporary
Warrant Certificates, all as may be determined by the Partnership with the
concurrence of the Warrant Agent. Such temporary Warrant Certificates may
contain such reference to any provisions of this Warrant Agreement as may be
appropriate. Every such temporary Warrant Certificate shall be executed by the
Partnership and shall be countersigned by the Warrant Agent upon the same
conditions and in substantially the same manner, and with like effect, as the
definitive Warrant Certificates [in registered form]. Without unreasonable
delay, the Partnership shall execute and shall furnish definitive Warrant
Certificates [in registered form] and thereupon such temporary Warrant
Certificates may be surrendered in exchange therefor without charge pursuant to
and subject to the provisions of Section 4.01, and the Warrant Agent shall
countersign and deliver in exchange for such temporary Warrant Certificates
definitive Warrant Certificates [in registered form] of authorized
denominations evidencing a like aggregate number of Warrants evidenced by such
temporary Warrant Certificates. Until so exchanged, such temporary Warrant
Certificates shall be entitled to the same benefits under this Warrant
Agreement as definitive Warrant Certificates [in registered form].

         [SECTION 1.04. Temporary Global Security. Prior to the Detachable
Date, each Offered Security to be issued with Warrants evidenced by the Global
Warrant Certificate shall, whenever issued, be evidenced by a single temporary
Global Offered Security in bearer form without interest coupons (the "Temporary
Global Security") to be issued by the Partnership as provided in the
Indenture.](11)


                                   ARTICLE 2
                WARRANT PRICE, DURATION AND EXERCISE OF WARRANTS

         SECTION 2.01. Warrant Price. On [________], 20[ ] the exercise price
of each Warrant will be [________]. During the period from [________], 20[
] through and including [________], 20[ ], the exercise price of each Warrant
will be [________] plus [accrued amortization of the original issue discount]
[accrued interest] from [ ], 20[ ]. On [________], 20[ ] the exercise price
of each Warrant will be [ ]. During the period from [________], 20[ ] through
and including [________], 20[ ], the exercise price of each Warrant will be [
________] plus [accrued amortization of the original issue discount] [accrued
interest] from [________], 20[ ].

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     11 For Warrants sold attached to Offered Securities that are not
detachable and for Warrants sold attached to Offered Securities if Warrants are
not immediately detachable.


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<PAGE>


[In each case, the original issue discount will be amortized at a [ ]% annual
rate, computed on an annual basis using the "interest" method and using a
360-day year consisting of twelve 30-day months]. Such exercise price of
Warrant Securities isreferred to in this Agreement as the "Warrant Price". [The
original issue discount for each principal amount of Warrant Securities is [
]].

         SECTION 2.02. Duration of Warrants. Subject to Section 4.03(b), each
Warrant may be exercised in whole but not in part at any time, as specified
herein, on or after [the date thereof] [________ ], 20[ ] and at or before
[time, location] on [ ], 20[ ] (each day during such period may hereinafter be
referred to as an "Exercise Date")] [on [list of specific dates] (each, an
"Exercise Date")], or such later date as the Partnership may designate by
notice to the Warrant Agent and the Holders of Warrant Certificates [in
registered form and to the beneficial owners of the Global Warrant Certificate]
(the "Expiration Date"). Each Warrant not exercised at or before [time,
location] on the Expiration Date shall become void, and all rights of the
Holder [and any beneficial owners] of the Warrant Certificate evidencing such
Warrant under this Agreement shall cease.

         SECTION 2.03. Exercise of Warrants. [With respect to Warrants
evidenced by Warrant Certificates in registered form, during] [During] the
period specified in Section 2.02, any whole number of Warrants may be exercised
by providing certain information as set forth on the reverse side of the
Warrant Certificates evidencing such Warrants and by paying in full [in lawful
money of the United States of America] [in applicable currency] [in cash] [by
certified check or official bank check or by bank wire transfer, in each case,]
[by bank wire transfer] [in immediately available funds,] the Warrant Price for
each Warrant exercised (plus accrued interest, if any, on the Warrant
Securities to be issued upon exercise of such Warrant from and including the
interest payment date, if any, in respect of such Warrant Securities
immediately preceding the Exercise Date to and including the Exercise Date
(unless the Exercise Date is after the regular record date in respect of such
Warrant Securities, if any, for such interest payment date, but on or before
the immediately succeeding interest payment date for such Warrant Securities,
in which event no such accrued interest shall be payable [in respect of Warrant
Securities to be issued in registered form]) to the Warrant Agent at its
corporate trust office at [___________________], provided that such exercise is
subject to receipt within five business days of such [payment] [wire transfer]
by the Warrant Agent of the Warrant Certificate evidencing each Warrant
exercised with the form of election to purchase Warrant Securities set forth on
the reverse side of the Warrant Certificate properly completed and duly
executed.

         [With respect to Warrants evidenced by the Global Warrant Certificate,
during the period specified in Section 2.02, any whole number of Warrants may


                                       6

<PAGE>


be exercised by the Holder by presentation to the Warrant Agent at its office
at [address located outside the United States [and the United Kingdom]], at or
prior to [time], on any day on which the Warrants are exercisable, of (i) the
Global Warrant Certificate [[2: together with, if prior to the Detachable Date,
the Temporary Global Security]](12) (or written confirmation reasonably
satisfactory to the Warrant Agent that the Global Warrant Certificate [is](13)
[and, if prior to the Detachable Date, the Temporary Global Security are](14)
held by the Euroclear Operator and Clearstream and will be duly endorsed to
reflect the exercise of Warrants [[2: and, if prior to the Detachable Date, the
surrender to the Warrant Agent of the Offered Securities to which the Warrants
are attached]](15) by the Euroclear Operator and Clearstream), (ii) a duly
executed certification from the Euroclear Operator or Clearstream, as the case
may be, substantially in the form set forth in Exhibit C hereto and (iii)
payment in full [in lawful money of the United States of America] [in
applicable currency] [in cash] [by certified check or official bank check or by
bank wire transfer, in each case,] [by bank wire transfer] [in immediately
available funds,] of the Warrant Price for each Warrant exercised (plus accrued
interest, if any, on the Warrant Securities to be issued upon exercise of such
Warrant from and including the Interest Payment Date, if any, in respect of
such Warrant Securities immediately preceding the Exercise Date to and
including the Exercise Date (unless the Exercise Date is after the Regular
Record Date, if any, for such Interest Payment Date, but on or before the
immediately succeeding Interest Payment Date for such Warrant Securities, in
which event no such accrued interest shall be payable in respect of Warrant
Securities to be issued in registered form)). Notwithstanding the foregoing,
the Holder may exercise Warrants as aforesaid on the Expiration Date at any
time prior to [time] in [city of Warrant Agent's office]. ___ Any Warrants
exercised as set forth in this paragraph shall be deemed exercised at the
[country] office of the Warrant Agent.]

         [The Warrant Agent shall retain each certificate received by it from
the Euroclear Operator or Clearstream through the Expiration Date (or such
earlier date by which all of the Warrants may have been exercised or cancelled)
and thereafter shall dispose of them or deliver them to the Partnership
pursuant to the instructions of the Partnership.]


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     12 For Warrants sold attached to Offered Securities that are not
immediately detachable.

     13 For Warrants that are not detachable and for Warrants sold attached to
Offered Securities that are immediately detachable from the Offered Securities.

     14 For Warrants sold attached to Offered Securities that are not
immediately detachable.

     15 For Warrants sold attached to Offered Securities that are not
immediately detachable.


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<PAGE>


         [The delivery to the Warrant Agent by the Euroclear Operator or
Clearstream of any certification referred to above may be relied upon by the
Partnership, the Warrant Agent and the Trustee as conclusive evidence that a
corresponding certificate or certificates substantially in the form of Exhibit
D hereto has or have been delivered to the Euroclear Operator or Clearstream,
as the case may be.]

         [The Partnership will maintain in [location] (or in such other city
[in western Europe] as the Partnership may deem advisable), until the right to
exercise the Warrants shall expire or be earlier cancelled as hereinafter
provided, an agency where the Global Warrant Certificate [[2: and, if prior to
the Detachable Date, the Temporary Global Security]](16) may be presented for
exercise of the Warrants represented thereby [[2: and, if prior to the
Detachable Date, for surrender for cancellation of the Offered Securities to
which such Warrants are attached]](17) and notices and demands to or upon the
Partnership in respect of the Warrants or of this Agreement may be made.]

         The date on which payment in full of the Warrant Price (plus any such
accrued interest) is received by the Warrant Agent shall, subject to receipt of
the Warrant Certificate [in registered form or, as the case may be, the Global
Warrant Certificate [[2: and, if required, the Temporary Global Security]](18)
and the certification of Euroclear Operator or Clearstream] as aforesaid, be
deemed to be the date on which the Warrant is exercised. The Warrant Agent
shall deposit all funds received by it in payment for the exercise of Warrants
in an account of the Partnership maintained with it (or in such other account
as may be designated by the Partnership) and shall advise the Partnership, by
telephone or by facsimile transmission or other form of electronic
communication available to both parties, at the end of each day on which a
payment for the exercise of Warrants is received of the amount so deposited to
its account. The Warrant Agent shall promptly confirm such advice to the
Partnership in writing.

         If a day on which Warrants may be exercised in the city in which such
Warrants are to be exercised shall be a Saturday or Sunday or a day on which
banking institutions in such city are authorized or required to be closed,
then, notwithstanding any other provision of this Agreement or the Warrant
Certificate evidencing such Warrants, but subject to the limitation that no
Warrant may be exercised after the Expiration Date, the Warrants shall be
exercisable on the next


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     16 For Warrants sold attached to Offered Securities that are not
immediately detachable.

     17 For Warrants sold attached to Offered Securities that are not
immediately detachable.

     18 For Warrants sold attached to Offered Securities that are not
immediately detachable.


                                       8

<PAGE>


succeeding day which in such city is not a Saturday or Sunday or a day on which
banking institutions in such city are authorized or required to be closed.

         The Warrant Agent shall, from time to time, as promptly as practicable,
advise the Partnership [and][,] the Trustee [and the Common Depositary at
[both] its London and [location] office[s]] in writing [(which, in the case of
exercised Warrants represented by the Global Warrant Certificate, shall be
tested telex with appropriate answerback received,)] of (i) the number of
Warrants exercised, (ii) the instructions of each Holder of the Warrant
Certificates [in registered form] evidencing such Warrants [or of the Euroclear
Operator or Clearstream, as the case may be,] with respect to delivery of the
Warrant Securities to be issued upon such exercise, (iii) delivery of any
Warrant Certificates [in registered form] evidencing the balance, if any, of
the Warrants remaining after such exercise, and (iv) such other information as
the Partnership or the Trustee shall reasonably require. [In addition, in the
case of exercised Warrants evidenced by the Global Warrant Certificate, the
Warrant Agent shall, as promptly as practicable, endorse, or cause the Common
Depositary, [location] office, or one of the Warrant Agent's agents to endorse,
Schedule A annexed to the Global Warrant Certificate to reflect the exercise of
such Warrants [[2: and the Temporary Global Security to reflect the surrender
for cancellation of the Offered Securities to which such Warrants are
attached]](19) and, if applicable, return the Global Warrant Certificate [[2:
and the Temporary Global Security]](20) to the Common Depositary or to its
order.]

         As soon as practicable after the exercise of any Warrant [evidenced by
a Warrant Certificate in registered form], but subject to receipt by the
Warrant Agent of the Warrant Certificate evidencing such Warrant as provided in
this Section, the Partnership shall issue, pursuant to the Indenture, in
authorized denominations to or upon the order of the Holder of the Warrant
Certificate evidencing each Warrant, the Warrant Securities to which such
Holder is entitled, in fully registered form, registered in such name or names
as may be directed by such Holder. If fewer than all of the Warrants evidenced
by such Warrant Certificate are exercised, the Partnership shall execute, and
an authorized officer of the Warrant Agent shall manually countersign and
deliver, a new Warrant Certificate [in registered form] evidencing the number
of such Warrants remaining unexercised.

         [As soon as practicable after the exercise of any Warrant evidenced
by the Global Warrant Certificate, the Partnership shall issue, pursuant to the
Indenture, the Warrant Securities issuable upon such exercise, in authorized
denominations


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     19 For Warrants sold attached to Offered Securities that are not
immediately detachable.

     20 For Warrants sold attached to Offered Securities that are not
immediately detachable.

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<PAGE>


(i) in fully registered form, registered in such name or names as
may be directed by the Euroclear Operator or Clearstream, as the case may be,
to or upon order of the Euroclear Operator or Clearstream, as the case may be,
or (ii) in bearer form to the Common Depositary to be held for the account of
the Euroclear Operator or Clearstream, as the case may be, together with a
written confirmation substantially in form of Exhibit E hereto; provided,
however, that no Warrant Security in bearer form shall be mailed or otherwise
delivered to any location in the United States of America, its territories or
possessions or areas subject to its jurisdiction or the Commonwealth of Puerto
Rico.]

         The Partnership shall not be required to pay any stamp or other tax or
other governmental charge required to be paid in connection with any transfer
involved in the issuance of the Warrant Securities, and in the event that any
such transfer is involved, the Partnership shall not be required to issue or
deliver any Warrant Security until such tax or other charge shall have been
paid or it has been established to the Partnership's satisfaction that no such
tax or other charge is due.


                                   ARTICLE 3
                     OTHER PROVISIONS RELATING TO RIGHTS OF
                        HOLDERS OF WARRANT CERTIFICATES

         SECTION 3.01. No Rights as Warrant Securityholder Conferred by
Warrants or Warrant Certificates. No Warrant Certificate or Warrant evidenced
thereby shall entitle the Holder or any beneficial owner thereof to any of the
rights of a holder or beneficial owner of Warrant Securities, including,
without limitation, the right to receive the payment of principal of (premium,
if any) or interest, if any, on Warrant Securities or to enforce any of the
covenants in the Indenture.

         SECTION 3.02. Lost, Mutilated, Stolen, or Destroyed Warrant
Certificates. Upon receipt by the Warrant Agent of evidence reasonably
satisfactory to it and the Partnership of the ownership of and the loss,
mutilation, theft or destruction of any Warrant Certificate and of such
security or indemnity as may be required by the Partnership and the Warrant
Agent to hold each of them and any agent of them harmless and, in the case of
mutilation of a Warrant Certificate, upon surrender thereof to the Warrant
Agent for cancellation, then, in the absence of notice to the Partnership or
the Warrant Agent that such Warrant Certificate has been acquired by a bona
fide purchaser, the Partnership shall execute, and an authorized officer of the
Warrant Agent shall manually countersign and deliver, in exchange for or in
lieu of the lost, mutilated, stolen or destroyed Warrant Certificate, a new
Warrant Certificate of the same tenor and evidencing a like number of
Warrants[;


                                       10

<PAGE>


provided, however, that any Global Warrant Certificate shall be so delivered
only to the Common Depositary.] Upon the issuance of any new Warrant
Certificate under this Section, the Partnership may require the payment of a
sum sufficient to cover any stamp or other tax or other governmental charge
that may be imposed in relation thereto and any other expenses (including the
fees and expenses of the Warrant Agent) in connection therewith. Every
substitute Warrant Certificate executed and delivered pursuant to this Section
in lieu of any lost, mutilated, stolen or destroyed Warrant Certificate shall
represent an additional contractual obligation of the Partnership, whether or
not the lost, stolen or destroyed Warrant Certificate shall be at any time
enforceable by anyone, and shall be entitled to the benefits of this Agreement
equally and proportionately with any and all other Warrant Certificates duly
executed and delivered hereunder. The provisions of this Section are exclusive
and shall preclude (to the extent lawful) all other rights and remedies with
respect to the replacement of lost, mutilated, stolen or destroyed Warrant
Certificates.

         SECTION 3.03. Enforcement of Rights. Notwithstanding any of the
provisions of this Agreement, any Holder of a Warrant Certificate [in
registered form or the beneficial owner of any Warrant evidenced by the Global
Warrant Certificate], without the consent of [the Common Depositary,] the
Warrant Agent, the Trustee, the holder of any Offered Securities or the Holder
of any other Warrant Certificate, may, in its own behalf and for its own
benefit, enforce, and may institute and maintain any suit, action or proceeding
against the Partnership suitable to enforce, or otherwise in respect of, its
right to exercise its Warrants in the manner provided in its Warrant
Certificate [or the Global Warrant Certificate, as the case may be,] and in
this Agreement. [Neither the Partnership nor the Warrant Agent shall be
required to treat any person as a beneficial owner of any Warrant evidenced by
the Global Warrant Certificate unless such person is so certified as such a
beneficial owner by the Euroclear Operator or Clearstream.]

         SECTION 3.04. Merger, Consolidation, Conveyance or Transfer. (a) If at
any time the Partnership merges or consolidates with any other person or
transfers all or substantially all of its assets to any other person as
permitted under the Indenture, then in any such event the successor or assuming
corporation referred to therein shall succeed to and be substituted for the
Partnership, with the same effect, subject to the Indenture, as if it had been
named herein and in the Warrant Certificates as the Partnership; the
Partnership shall thereupon, except in the case of a transfer by way of lease,
be relieved of any further obligation hereunder and under the Warrants and the
Warrant Certificates, and the Partnership as the predecessor corporation,
except in the case of a transfer by way of lease, may thereupon or at any time
thereafter be dissolved, wound up or liquidated. Such successor or assuming
corporation may thereupon cause to be signed, and may issue either in its own
name or in the name of the Partnership, Warrant


                                       11

<PAGE>


Certificates evidencing any or all of the Warrants issuable hereunder which
theretofore shall not have been signed by the Partnership, and may execute and
deliver Warrant Securities in its own name pursuant to the Indenture, in
fulfillment of its obligations to deliver Warrant Securities upon exercise of
the Warrants. All the Warrants so issued shall in all respects have the same
legal rank and benefit under this Agreement as the Warrants theretofore or
thereafter issued in accordance with the terms of this Agreement as though all
of such Warrants had been issued at the date of the execution hereof. In any
case of any such merger, consolidation, conveyance or transfer, such changes in
phraseology and form (but not in substance) may be made in the Warrant
Certificates representing the Warrants thereafter to be issued as may be
appropriate.

         (b) The Warrant Agent may receive a written opinion of legal counsel
(who shall be acceptable to the Warrant Agent) as conclusive evidence that any
such merger, consolidation, conveyance or transfer complies with the provisions
of this Section and the Indenture.


                                   ARTICLE 4
                             EXCHANGE AND TRANSFER

         SECTION 4.01. Exchange and Transfer. (a) [[1: Upon] [2: Prior to the
Detachable Date, a Warrant Certificate [in registered form] may be exchanged or
transferred only together with the Offered Security to which such Warrant
Certificate was initially attached, and only for the purpose of effecting, or
in conjunction with, an exchange or transfer of such Offered Security. Prior to
the Detachable Date, the transfer of the beneficial ownership of any Warrant
evidenced by the Global Warrant Certificate shall effect and shall be deemed to
effect the transfer of the beneficial ownership of any Offered Securities
evidenced by the Temporary Global Security that are attached to such Warrants.
Prior to any Detachable Date, each transfer of the Offered Security [on the
register maintained with respect to the Offered Securities, in the case of an
Offered Security that is in registered form], shall operate also to transfer
the related Warrant Certificates. Similarly, prior to the Detachable Date, the
transfer of the beneficial ownership of any Offered Security evidenced by the
Temporary Global Security shall be deemed to be the transfer of the beneficial
ownership of any Warrants evidenced by the Global Warrant Certificate that are
attached to such Offered Securities. The transfer of the beneficial ownership
of Warrants and Warrant Securities hereunder shall be effected only as provided
in Section 4.01. On or after the


                                       12

<PAGE>


Detachable Date, upon]](21) [Upon](22) surrender at the corporate trust office
of the Warrant Agent at [address] [or __________ ], Warrant Certificates [in
registered form] evidencing Warrants may be exchanged for Warrant Certificates
[in registered form] in other authorized denominations evidencing such Warrants
or the transfer thereof may be registered in whole or in part; provided,
however, that such other Warrant Certificates shall evidence the same aggregate
number of Warrants as the Warrant Certificates so surrendered.

          (b) The Warrant Agent shall keep, at its corporate trust office at
[_____________], books in which, subject to such reasonable regulations as it
may prescribe, it shall register Warrant Certificates [in registered form] and
exchanges and transfers of outstanding Warrant Certificates [in registered
form] upon surrender of such Warrant Certificates to the Warrant Agent at its
corporate trust office at [______________] for exchange or registration of
transfer, properly endorsed [or accompanied by appropriate instruments of
registration of transfer and written instructions for transfer, all in form
satisfactory to the Partnership and the Warrant Agent.]

          (c) No service charge shall be made for any exchange or
registration of transfer of Warrant Certificates [in registered form], but the
Partnership may require payment of a sum sufficient to cover any stamp or other
tax or other governmental charge that may be imposed in connection with any
such exchange or registration of transfer.

          (d) Whenever any Warrant Certificates [in registered form], are
so surrendered for exchange or registration of transfer, an authorized officer
of the Warrant Agent shall manually countersign and deliver to the person or
persons entitled thereto a Warrant Certificate or Warrant Certificates [in
registered form], duly authorized and executed by the Partnership, as so
requested. The Warrant Agent shall not effect any exchange or registration of
transfer which will result in the issuance of a Warrant Certificate [in
registered form], evidencing a fraction of a Warrant or a number of full
Warrants and a fraction of a Warrant.

          (e) All Warrant Certificates [in registered form], issued upon
any exchange or registration of transfer of Warrant Certificates shall be the
valid obligations of the Partnership, evidencing the same obligations, and
entitled to the same benefits under this Agreement, as the Warrant Certificates
surrendered for such exchange or registration or transfer.


--------

     21 For Warrants sold attached to Offered Securities that are not
immediately detachable.

     22 For Warrants sold alone or attached to Offered
Securities that are not detachable.


                                       13

<PAGE>


         SECTION 4.02. Treatment of Holders of Warrant Certificates. [With
respect to the Global Warrant Certificate, the Holder thereof may be treated by
the Partnership, the Warrant Agent and all other persons dealing with such
Holder as the absolute owner thereof for any purpose and as the person entitled
to exercise the rights represented by the Warrants evidenced thereby, any
notice to the contrary notwithstanding.] [Each] [With respect to Warrant
Certificates in registered form, each] Holder of a Warrant Certificate, by
accepting the same, consents and agrees with the Partnership, the Warrant Agent
and every subsequent Holder of such Warrant Certificate that until the transfer
of such Warrant Certificate is registered on the books of such Warrant Agent
[[2: or, prior to the Detachable Date, until the transfer of the Offered
Security to which such Warrant Certificate is attached, is registered in the
register of the Offered Securities]](23), the Partnership and the Warrant Agent
may treat the registered Holder of such Warrant Certificate as the absolute
owner thereof for any purpose and as the person entitled to exercise the rights
represented by the Warrants evidenced thereby, any notice to the contrary
notwithstanding.

         SECTION 4.03. Cancellation of Warrant Certificates. (a) Any Warrant
Certificate surrendered for exchange or registration of transfer or exercise of
the Warrants evidenced thereby shall, if surrendered to the Partnership, be
delivered to the Warrant Agent, and all Warrant Certificates surrendered or so
delivered to the Warrant Agent shall be promptly cancelled by the Warrant Agent
and shall not be reissued and, except as expressly permitted by this Agreement,
no Warrant Certificate shall be issued hereunder in exchange therefor or in
lieu thereof. The Warrant Agent shall cause all cancelled Warrant Certificates
to be destroyed and shall deliver a certificate of such destruction to the
Partnership.

          (b) If the Partnership notifies the Trustee of its election to
redeem [[2: prior to the Detachable Date]](24) [, as a whole but not in part,]
[[2: the Offered Securities [or] [and]]](25) the Warrant Securities pursuant to
the Indenture or the terms thereof, the Partnership may elect, and shall give
notice to the Warrant Agent of its election, to cancel the unexercised
Warrants, the Warrant Certificates and the rights evidenced thereby. Promptly
after receipt of such notice by the Warrant Agent, the Partnership shall, or,
at the Partnership's request, the Warrant Agent shall in the name of and at the
expense of the Partnership, give notice of such cancellation to the Holders of
the Warrant Certificates [in registered form and to the beneficial owners of
the Global Warrant Certificate (except that such


--------

     23 For Warrants sold attached to Offered Securities that are not
immediately detachable.

     24 For Warrants sold attached to Offered Securities that are not
immediately detachable.

     25 For Warrants sold attached to Offered Securities that are not
immediately detachable.


                                       14

<PAGE>


notice shall be required to be published only once)], such notice to be so
given not less than 30 nor more than 60 days prior to the date fixed for the
redemption of [[2: the Offered Securities [or] [and]]](26) the Warrant
Securities pursuant to the Indenture or the terms thereof. The unexercised
Warrants, the Warrant Certificates and the rights evidenced thereby shall be
cancelled and become void on the 15th day prior to such date fixed for
redemption.


                                   ARTICLE 5
                          CONCERNING THE WARRANT AGENT

         SECTION 5.01. Warrant Agent. The Partnership hereby appoints
[_____________________] as Warrant Agent of the Partnership in respect of the
Warrants and the Warrant Certificates upon the terms and subject to the
conditions herein and in the Warrant Certificates set forth; and
[_____________________] hereby accepts such appointment. The Warrant Agent
shall have the powers and authority granted to and conferred upon it in the
Warrant Certificates and herein and such further powers and authority to act on
behalf of the Partnership as the Partnership may hereafter grant to or confer
upon it. All of the terms and provisions with respect to such powers and
authority contained in the Warrant Certificates are subject to and governed by
the terms and provisions hereof.

         SECTION 5.02. Conditions of Warrant Agent's Obligations. The Warrant
Agent accepts its obligations herein set forth upon the terms and conditions
hereof, including the following, to all of which the Partnership agrees and to
all of which the rights hereunder of the Holders from time to time of the
Warrant Certificates shall be subject:

          (a) Compensation and Indemnification. The Partnership agrees promptly
     to pay the Warrant Agent the compensation to be agreed upon with the
     Partnership for all services rendered by the Warrant Agent and to
     reimburse the Warrant Agent for reasonable out-of-pocket expenses
     (including reasonable attorneys' fees) incurred by the Warrant Agent
     without negligence, bad faith or breach of this Agreement on its part in
     connection with the services rendered hereunder by the Warrant Agent. The
     Partnership also agrees to indemnify the Warrant Agent for, and to hold it
     harmless against, any loss, liability or expense incurred without
     negligence or bad faith on the part of the Warrant Agent, arising out of
     or in connection with its acting as Warrant Agent hereunder, as well as
     the


---------

     26 For Warrants sold attached to Offered Securities that are not
immediately detachable.


                                       15

<PAGE>


          reasonable costs and expenses of defending against any claim of such
          liability.

               (b) Agent for the Partnership. In acting under this Agreement
          and in connection with the Warrants and the Warrant Certificates, the
          Warrant Agent is acting solely as agent of the Partnership and does
          not assume any obligation or relationship of agency or trust for or
          with any of the Holders of Warrant Certificates or beneficial owners
          of Warrants.

               (c) Counsel. The Warrant Agent may consult with counsel
          satisfactory to it in its reasonable judgment, and the advice of such
          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 accordance with the advice of such counsel.

               (d) Documents. The Warrant Agent shall be protected and shall
          incur no liability for or in respect of any action taken or thing
          suffered by it in reliance upon any Warrant Certificate, notice,
          direction, consent, certificate, affidavit, statement or other paper
          or document reasonably believed by it to be genuine and to have been
          presented or signed by the proper parties.

               (e) Certain Transactions. The Warrant Agent, and its officers,
          directors and employees, may become the owner of, or acquire any
          interest in, Warrants, with the same rights that it or they would
          have if it were not the Warrant Agent hereunder, and, to the extent
          permitted by applicable law, it or they may engage or be interested
          in any financial or other transaction with the Partnership and may
          act on, or as depositary, trustee or agent for, any committee or body
          of holders of Warrant Securities or other obligations of the
          Partnership as freely as if it were not the Warrant Agent hereunder.
          Nothing in this Warrant Agreement shall be deemed to prevent the
          Warrant Agent from acting as Trustee under the Indenture.

               (f) No Liability for Interest. The Warrant Agent shall have no
          liability for interest on any monies at any time received by it
          pursuant to any of the provisions of this Agreement or of the Warrant
          Certificates.

               (g) No Liability for Invalidity. The Warrant Agent shall not be
          under any responsibility with respect to the validity or sufficiency
          of this Agreement or the execution and delivery hereof (except the
          due authorization to execute this Agreement and the due execution and
          delivery hereof by the Warrant Agent) or with respect to the validity
          or execution of any Warrant Certificates (except its countersignature
          thereof).


                                       16

<PAGE>


               (h) No Liability for Recitals. The recitals contained herein
          shall be taken as the statements of the Partnership and the Warrant
          Agent assumes no liability for the correctness of the same.

               (i) No Implied Obligations. The Warrant Agent shall be obligated
          to perform only such duties as are herein and in the Warrant
          Certificates specifically set forth and no implied duties or
          obligations shall be read into this Agreement or the Warrant
          Certificates against the Warrant Agent. The Warrant Agent shall not
          be under any obligation to take any action hereunder which may tend
          to involve it in any expense or liability, the payment of which
          within a reasonable time is not, in its reasonable opinion, assured
          to it. The Warrant Agent shall not be accountable or under any duty
          or responsibility for the use by the Partnership of any of the
          Warrant Certificates countersigned by the Warrant Agent and delivered
          by it to the Partnership pursuant to this Agreement or for the
          application by the Partnership of the proceeds of the Warrant
          Certificates. The Warrant Agent shall have no duty or responsibility
          in case of any default by the Partnership in the performance of its
          covenants or agreements contained herein or in the Warrant
          Certificates or in the case of the receipt of any written demand from
          a Holder of a Warrant Certificate with respect to such default,
          including, without limiting the generality of the foregoing, any duty
          or responsibility to initiate or attempt to initiate any proceedings
          at law or otherwise or, except as provided in Section 6.02, to make
          any demand upon the Partnership.

         SECTION 5.03. Resignation and Appointment of Successor. (a) The
Partnership agrees, for the benefit of the Holders from time to time of the
Warrant Certificates, that there shall at all times be a Warrant Agent
hereunder until all the Warrants have been exercised or are no longer
exercisable.

          (b) The Warrant Agent may at any time resign as such by giving
written notice of its resignation to the Partnership, specifying the desired
date on which its resignation shall become effective; provided, however, that
such date shall be not less than 90 days after the date on which such notice is
given unless the Partnership agrees to accept shorter notice. Upon receiving
such notice of resignation, the Partnership shall promptly appoint a successor
Warrant Agent (which shall be a bank or trust company in good standing,
authorized under the laws of the jurisdiction of its organization to exercise
corporate trust powers) by written instrument in duplicate signed on behalf of
the Partnership, one copy of which shall be delivered to the resigning Warrant
Agent and one copy to the successor Warrant Agent. The Partnership may, at any
time and for any reason,


                                       17

<PAGE>


remove the Warrant Agent and appoint a successor Warrant Agent (qualified as
aforesaid) by written instrument in duplicate signed on behalf of the
Partnership and specifying such removal and the date when it is intended to
become effective, one copy of which shall be delivered to the Warrant Agent
being removed and one copy to the successor Warrant Agent. Any resignation or
removal of the Warrant Agent and any appointment of a successor Warrant Agent
shall become effective upon acceptance of appointment by the successor Warrant
Agent as provided in this subsection (b). In the event a successor Warrant
Agent has not been appointed and accepted its duties within 90 days of the
Warrant Agent's notice of resignation, the Warrant Agent may apply to any court
of competent jurisdiction for the designation of a successor Warrant Agent.
Upon its resignation or removal, the Warrant Agent shall be entitled to the
payment by the Partnership of the compensation and to the reimbursement of all
reasonable out-of-pocket expenses (including reasonable attorneys' fees)
incurred by it hereunder as agreed to in Section 5.02(a).

          (c) The Partnership shall remove the Warrant Agent and appoint a
successor Warrant Agent if the Warrant Agent (i) shall become incapable of
acting, (ii) shall be adjudged bankrupt or insolvent, (iii) shall commence a
voluntary case or other proceeding seeking liquidation, reorganization or other
relief with respect to it or its debts under any bankruptcy, insolvency or
other similar law now or hereafter in effect or seeking the appointment of a
trustee, receiver, liquidator, custodian or other similar official of it or any
substantial part of its property, (iv) shall consent to, or shall have had
entered against it a court order for, any such relief or to the appointment of
or taking possession by any such official in any involuntary case or other
proceedings commenced against it, (v) shall make a general assignment for the
benefit of creditors or (vi) shall fail generally to pay its debts as they
become due. Upon the appointment as aforesaid of a successor Warrant Agent and
acceptance by it of such appointment, the predecessor Warrant Agent shall, if
not previously disqualified by operation of law, cease to be Warrant Agent
hereunder.


                                       18

<PAGE>


          (d) Any successor Warrant Agent appointed hereunder shall
execute, acknowledge and deliver to its predecessor and the Partnership an
instrument accepting such appointment hereunder, and thereupon such successor
Warrant Agent, without any further act, deed or conveyance, shall become vested
with all the authority, rights, powers, immunities, duties and obligations of
such predecessor with like effect as if originally named as Warrant Agent
hereunder, and such predecessor shall thereupon become obligated to transfer,
deliver and pay over, and such successor Warrant Agent shall be entitled to
receive, all monies, securities and other property on deposit with or held by
such predecessor as Warrant Agent hereunder.

          (e) Any corporation into which the Warrant Agent hereunder may be
merged or converted or any corporation with which the Warrant Agent may be
consolidated, or any corporation resulting from any merger, conversion or
consolidation to which the Warrant Agent shall be a party, or any corporation
to which the Warrant Agent shall sell or otherwise transfer all or
substantially all the assets and business of the Warrant Agent, provided that
it shall be qualified as aforesaid, shall be the successor Warrant Agent under
this Agreement without the execution or filing of any paper or any further act
on the part of any of the parties hereto.


                                   ARTICLE 6
                                 MISCELLANEOUS

         SECTION 6.01. Amendment. (a) This Agreement and the terms of the
Warrants and the Warrant Certificates may be amended by the parties hereto,
without the consent of the Holder of any Warrant Certificate or the beneficial
owner of any Warrant, for the purpose of curing any ambiguity, or of curing,
correcting or supplementing any defective or inconsistent provision contained
herein or in the Warrant Certificates, or making any other provisions with
respect to matters or questions arising under this Agreement as the Partnership
and the Warrant Agent may deem necessary or desirable, provided that such
action shall not affect adversely the interests of the Holders of the Warrant
Certificates or the beneficial owners of Warrants in any material respect.

          (b) The Partnership and the Warrant Agent may modify or amend
this Agreement (by means of an agreement supplemental hereto or otherwise) with
the consent of Warrantholders holding not less than a majority in number of the
then outstanding unexercised Warrants of all series affected by such
modification or amendment, for any purpose; provided, however, that no such
modification or amendment that changes the exercise price of the Warrants of
any series, reduces the amount or number receivable upon exercise, cancellation
or expiration of the Warrants other than in accordance with the antidilution
provisions or other similar adjustment provisions included in the terms of the
Warrants, shortens the period of time during which the Warrants of such series
may be exercised, or otherwise materially and adversely affects the exercise
rights of the affected Warrantholders or reduces the percentage of the number
of outstanding Warrants of such series, the consent of whose owners is required
for modification of this Agreement, may be made without the consent of each
Warrantholder affected thereby. In the case of Warrants evidenced by one or
more Global Warrant Certificates, the Partnership and the Warrant Agent shall
be entitled to rely upon certification in form satisfactory to each of them
that any requisite consent has been obtained


                                       19

<PAGE>


from holders of beneficial ownership interests in the relevant Global Warrant
Certificate. Such certification may be provided by participants of the
Depositary acting on behalf of such beneficial owners of Warrants, provided
that any such certification is accompanied by a certification from the
Depositary as to the Warrant holdings of such participants.

         SECTION 6.02. Notices and Demands to the Partnership and Warrant
Agent. If the Warrant Agent shall receive any notice or demand addressed to the
Partnership by the Holder of a Warrant Certificate pursuant to the provisions
of the Warrant Certificates, the Warrant Agent shall promptly forward such
notice or demand to the Partnership.

         SECTION 6.03.  Addresses.  Any communication from the Partnership to
the Warrant Agent with respect to this Agreement shall be addressed to
[____________], Attention: [_____________________], and any communication
from the Warrant Agent to the Partnership with respect to this Agreement shall
be addressed to Alliance Capital Management L.P., 1345 Avenue of the Americas,
New York, New York 10105, Attention: Secretary (or such other address as shall
be specified in writing by the Warrant Agent or by the Partnership).

         SECTION 6.04. Applicable Law. The validity, interpretation and
performance of this Agreement and each Warrant Certificate issued hereunder and
of the respective terms and provisions hereof and thereof shall be governed by,
and construed in accordance with, the laws of the State of New York.

         SECTION 6.05. Delivery of Prospectus. The Partnership will furnish to
the Warrant Agent sufficient copies of a prospectus relating to the Warrant
Securities deliverable upon exercise of Warrants (the "Prospectus"), and the
Warrant Agent agrees that upon the exercise of any Warrant, the Warrant Agent
will deliver to the Holder of the Warrant Certificate evidencing such Warrant,
prior to or concurrently with the delivery of the Warrant Securities issued
upon such exercise, a Prospectus. The Warrant Agent shall not, by reason of any
such delivery, assume any responsibility for the accuracy or adequacy of such
Prospectus.

         SECTION 6.06. Obtaining of Governmental Approval. The Partnership will
from time to time take all action which may be necessary to obtain and keep
effective any and all permits, consents and approvals of governmental agencies
and authorities and securities acts filings under United States federal and
state laws (including without limitation a registration statement in respect of
the Warrants and Warrant Securities under the Securities Act of 1933), which
may be or become requisite in connection with the issuance, sale, transfer and
delivery of


                                       20

<PAGE>


the Warrant Certificates, the exercise of the Warrants, the
issuance, sale, transfer and delivery of the Warrant Securities issued upon
exercise of the Warrants or upon the expiration of the period during which the
Warrants are exercisable.

         SECTION 6.07. Persons Having Rights under Warrant Agreement. [Except
as otherwise provided in Section 3.03, nothing] [Nothing] in this Agreement
shall give to any person other than the Partnership, the Warrant Agent and the
Holders of the Warrant Certificates any right, remedy or claim under or by
reason of this Agreement.

         SECTION 6.08.  Headings.  The descriptive headings of the several
Articles and Sections of this Agreement are inserted for convenience only and
shall not control or affect the meaning or construction of any of the
provisions hereof.

         SECTION 6.09.  Counterparts.  This Agreement may be executed in any
number of counterparts, each of which as so executed shall be deemed to be an
original, but such counterparts shall together constitute but one and the same
instrument.

         SECTION 6.10. Inspection of Agreement. A copy of this Agreement shall
be available at all reasonable times at the principal corporate trust office of
the Warrant Agent for inspection by the Holder of any Warrant Certificate. The
Warrant Agent may require such Holder to submit his Warrant Certificate for
inspection by it.

         SECTION 6.11. Notices to Holders of Warrants. Any notice to Holders of
Warrants evidenced by Warrant Certificates [in registered form] which by any
provisions of this Warrant Agreement is required or permitted to be given shall
be given by first class mail prepaid at such Holder's address as it appears on
the books of the Warrant Agent. [Any notice to beneficial owners of Warrants
evidenced by the Global Warrant Certificate which by any provisions of this
Warrant Agreement is required or permitted to be given shall be given in the
manner provided with respect to Warrant Securities in bearer form in Section
11.04 of the Indenture].


                                       21

<PAGE>


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

                                  ALLIANCE CAPITAL MANAGEMENT L.P.

                                  By:  Alliance Capital Management Corporation,
                                       its General Partner


[SEAL]                            By:
                                       ----------------------------------------
                                       Name:
                                       Title:

Attest:


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


                                  [                 ]
                                   -----------------



[SEAL]                            By:
                                       ----------------------------------------
                                       Name:
                                       Title:

Attest:


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


                                       22

<PAGE>



                                                                      Exhibit A



                FORM OF WARRANT CERTIFICATE [IN REGISTERED FORM]
                         [Face of Warrant Certificate]

                     [[1: This] [2: Prior to this] Warrant
               Certificate cannot be transferred unless attached
                      to a [Title of Offered Securities].]

                EXERCISABLE ONLY IF COUNTERSIGNED BY THE WARRANT
                            AGENT AS PROVIDED HEREIN

                        ALLIANCE CAPITAL MANAGEMENT L.P.
                              WARRANTS TO PURCHASE
                         [Title of Warrant Securities]

               VOID AFTER 5:00 P.M., NEW YORK CITY TIME, ON , 20


No. __________                          __________ Warrants


         This certifies that ________________________ or registered assigns (the
"Registered Holder") is the registered owner of the above indicated number of
Warrants, each Warrant entitling such owner to purchase, at any time [after
5:00 P.M., New York City time, on _____________ 20 ___ and] on or before 5:00
P.M., New York City time, on , 20 ___ , _________ principal amount of [Title of
Warrant Securities] (the _____ principal amount of [Title of Warrant
Securities] (the "Warrant Securities") of Alliance Capital Management L.P. (the
"Partnership") issued and to be issued under the Indenture (as hereinafter
defined), on the following basis: [on __________ 20__ the exercise price of
each Warrant will be ___________ during the period from __________ 20__ through
and including __________ 20 ___ the exercise price of each Warrant will be plus
[accrued amortization of the original issue discount] [accrued interest] from
20 ___ [; in each case, the original issue discount will be amortized at a
annual rate, computed on an annual basis using the "interest" method and using
a 360-day year consisting of twelve 30-day months] (the "Warrant Price"). [The
original issue discount for each principal amount of Warrant Securities is
_________.] the Registered Holder may exercise the Warrants evidenced hereby by
providing certain information set forth on the back hereof and by paying in
full, [in lawful money of the United States of America] [in applicable
currency] [in cash] [by certified check or official bank check or by bank wire
transfer, in each case,] [by


<PAGE>


bank wire transfer] [in immediately available funds,] the Warrant Price for
each Warrant exercised (plus accrued interest, if any, on the Warrant
Securities to be issued upon exercise of such Warrant from and including the
interest payment date, if any, in respect of such Warrant Securities
immediately preceding the Exercise Date to and including the Exercise Date
(unless the Exercise Date is after the regular record date in respect of such
Warrant Securities, if any, for such interest payment date, but on or before
the immediately succeeding interest payment date for such Warrant Securities,
in which event no such accrued interest shall be payable)) to the Warrant Agent
(as hereinafter defined) and by surrendering this Warrant Certificate, with the
form of election to purchase on the reverse hereof completed and duly executed,
at the corporate trust office of [name of Warrant Agent], or its successor, as
warrant agent (the "Warrant Agent"), [or currently at the address specified on
the reverse hereof, and upon compliance with and subject to the conditions set
forth herein and in the Warrant Agreement (as hereinafter defined).

         Any whole number of Warrants evidenced by this Warrant Certificate may
be exercised to purchase Warrant Securities in fully registered form in
denominations of _______ and any integral multiples thereof. Upon any exercise
of fewer than all of the Warrants evidenced by this Warrant Certificate, there
shall be issued to the Registered Holder hereof a new Warrant Certificate in
registered form evidencing the number of Warrants remaining unexercised.

         This Warrant Certificate is issued under and in accordance with the
Warrant Agreement dated as of ___________ 20 ___ (the "Warrant Agreement")
between the Partnership and the Warrant Agent and is subject to the terms and
provisions contained in the Warrant Agreement, to all of which terms and
provisions the Registered Holder consents by acceptance hereof. Copies of the
Warrant Agreement and the form of the Warrant Securities are on file at the
above-mentioned office of the Warrant Agent [and at ________].

         [The Warrant Securities to be issued and delivered upon the exercise
of the Warrants evidenced by this Warrant Certificate will be issued under and
in accordance with an Indenture dated as of [ __________ ], 2001 (the
"Indenture") between the Partnership and The Bank of New York, as Trustee (the
"Trustee"), and will be subject to the terms and provisions contained in the
Indentures. Copies of the Indenture and the form of the Warrant Securities are
on file at the corporate trust office of the Trustee [and at __________.]

         [1: This] [2: Prior to _____________ 20 ___ this] Warrant Certificate
may be transferred [2: only together with the [Title of Offered Securities]
(the "Offered Securities") to which this Warrant Certificate was initially
attached, and only for the purpose of effecting, or in conjunction with, a
transfer of such Offered


                                      A-2

<PAGE>


Securities,] at the corporate trust office of the Warrant Agent [or ______ by
the Registered Holder or its assigns, in person or by an attorney duly
authorized in writing, in the manner and subject to the limitations provided in
the Warrant Agreement.

         [1: After] [2: Except as otherwise provided in the immediately
preceding paragraph, after] countersignature by the Warrant Agent and prior to
the expiration of this Warrant Certificate, this Warrant Certificate may be
exchanged at the corporate trust office of the Warrant Agent [or ______ for
Warrant Certificates in registered form representing the same aggregate number
of Warrants.

         This Warrant Certificate shall not entitle the Registered Holder
hereof to any of the rights of a holder of the Warrant Securities, including,
without limitation, the right to receive payments of principal of (premium, if
any) or interest, if any, on the Warrant Securities or to enforce any of the
covenants of the Indenture.

         This Warrant Certificate shall not be valid or obligatory for any
purpose until countersigned by the Warrant Agent.

Dated as of                      , 20  .


                                  ALLIANCE CAPITAL MANAGEMENT L.P.


                                  By:  Alliance Capital Management Corporation,
                                       its General Partner


[SEAL]                            By:
                                       ----------------------------------------
                                       Name:
                                       Title:

Attest:


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


                                      A-3

<PAGE>


Countersigned:


------------------------------------
           As Warrant Agent


By:
     -------------------------------
     Authorized Signature


                                      A-4

<PAGE>


                        [Reverse of Warrant Certificate]
                      Instructions for Exercise of Warrant


           To exercise the Warrants evidenced hereby, the Registered Holder
must pay in full [in lawful money of the United States of America] [in
applicable currency] [in cash] [by certified check or official bank check or by
bank wire transfer, in each case,] [by bank wire transfer] [in immediately
available funds,] the Warrant Price for Warrants exercised (plus any accrued
interest as specified in this Warrant Certificate) to [insert name of Warrant
Agent] [corporate trust department] [insert address of Warrant Agent], Attn:
___________ [or _____, which [payment] [wire transfer] must specify the name
of the Registered Holder and the number of Warrants exercised by such
Registered Holder. In addition, the Registered Holder must complete the
information required below and present this Warrant Certificate in person or by
mail (certified or registered mail is recommended) to the Warrant Agent at the
appropriate address set forth below. This Warrant Certificate, completed and
duly executed, must be received by the Warrant Agent within five business days
of the [payment] [wire transfer].

                    To be Executed Upon Exercise of Warrant

         The undersigned hereby irrevocably elects to exercise _____ Warrants,
evidenced by this Warrant Certificate, to purchase _____ principal amount of
the [Title of Warrant Securities] (the "Warrant Securities") of Alliance
Capital Management L.P. and represents that he has tendered payment for such
Warrant Securities [in lawful money of the United States of America] [in
applicable currency] [in cash] [by certified check or official bank check or by
bank wire transfer, in each case,] [by bank wire transfer] [in immediately
available funds] to the order of Alliance Capital Management L.P., c/o [insert
name and address of Warrant Agent], in the amount of _______ in accordance with
the terms hereof. The undersigned requests that said principal amount of
Warrant Securities be in registered form in the authorized denominations,
registered in such names and delivered all as specified in accordance with the
instructions set forth below.


                                      A-5

<PAGE>


         If the number of Warrants exercised is fewer than all of the Warrants
evidenced hereby, the undersigned requests that a new Warrant Certificate
representing the remaining Warrants evidenced hereby be issued in registered
form and delivered either to the undersigned or as otherwise specified in the
instructions below.


Dated                           Name
      ----------------------         ------------------------------------------
                                     (Please Print)


                                Address
-----------------------------          ----------------------------------------
(Insert Social Security or
Other Identifying Number of
Holder)                        ------------------------------------------------

                               Signature
                                        ---------------------------------------


         The Warrants evidenced hereby may be exercised at the following
addresses:


                           By hand at
                                      -----------------------------------------


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


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


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

                           By mail at
                                      -----------------------------------------


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


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


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


         [Instructions as to delivery of Warrant Securities and, if applicable,
Warrant Certificates evidencing unexercised Warrants - complete as
appropriate.]


                                      A-6

<PAGE>


                                   Assignment

              (Form of Assignment to be Executed if Holder Desires
                     to Transfer Warrants Evidenced Hereby)

         FOR VALUE RECEIVED            hereby sells, assigns and transfers unto


                                                  Please insert social security
                                                  or other identifying number
                                                  -----------------------------

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


-------------------------------------------------------------------------------
(Please print name and address including zip code)


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


the Warrants represented by the within Warrant Certificate and does hereby
irrevocably constitute and appoint _______________ Attorney, to transfer said
Warrant Certificate on the books of the Warrant Agent with full power of
substitution in the premises.


Dated:
                                   --------------------------------------------



      Signature
                                            (Signature must conform
                                            in all respects to name
                                            of Registered Holder as
                                            specified on the face of
                                            this Warrant Certificate
                                            and must bear a
                                            signature guarantee by a
                                            bank, trust company or
                                            member broker of the New
                                            York, Midwest or Pacific
                                            Stock Exchange).

Signature Guaranteed



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


                                      A-7

<PAGE>


                                                                      Exhibit B





                  [DELETE THIS EXHIBIT IF WARRANT CERTIFICATES
                   IN ONLY REGISTERED FORM ARE TO BE ISSUED]

              [FORM OF GLOBAL WARRANT CERTIFICATE IN BEARER FORM]
                      [Face of Global Warrant Certificate]

                    [[1: The] [2: Prior to _______, the] beneficial
                  ownership of any Warrants evidenced by this
                 Global Warrant Certificate may be transferred
                  only together with the beneficial ownership
              of the Temporary Global Security referred to herein
                  to which this Global Warrant Certificate was
                              initially attached.]

                EXERCISABLE ONLY IF COUNTERSIGNED BY THE WARRANT
                            AGENT AS PROVIDED HEREIN

                        ALLIANCE CAPITAL MANAGEMENT L.P.

               GLOBAL WARRANT CERTIFICATE REPRESENTING __________
                    WARRANTS TO PURCHASE OF UP TO __________
               PRINCIPAL AMOUNT OF [Title of Warrant Securities]

                           VOID AFTER [TIME], ON ________ 20__.

          This Global Warrant Certificate evidences warrants (the "Warrants")
representing the right to purchase, subject to the terms and conditions hereof
and of the Debt Warrant Agreement referred to below, at any time [after [time]
on ___________ 20__ and] on or before the [time] in [location] on __________
20__ up to _______ aggregate principal amount of [Title of Warrant Securities]
(the "Warrant Securities") of Alliance Capital Management L.P. (the
"Partnership") issued and to be issued under the Indenture (as hereinafter
defined), on the following basis: on __________ 20 ___ the exercise price of
each Warrant will be ______ ; during the period from _____________ 20__ through
and including _____________ 20 ___ the exercise price of each Warrant will be
______ plus [accrued amortization of the original issue discount] [accrued
interest] from _____________ 20 ___ on 20 ___ the exercise price of each
Warrant will be ______ during the period from 20 through and including
_____________ 20 ___ the exercise price of each Warrant will


                                      B-1

<PAGE>


be ___________ plus [accrued amortization of the original issue discount]
[accrued interest] from ___ 19 ___ [; in each case, the original issue discount
will be amortized at a ___ % annual rate, computed on an annual basis using the
"interest" method and using a 360-day year consisting of twelve 30-day months]
(the "Warrant Price"). [The original issue discount of each ______ principal
amount of Warrant Securities is ____________ .] Beneficial owners of Warrants
represented by this Global Warrant Certificate may cause such Warrants to be
exercised only by transmitting by tested telex or by delivering or causing to
be delivered to Euroclear Bank, as operator of the Euro-clear System (the
"Euro-clear Operator"), in Brussels, Belgium, or to Clearstream Banking S.A.
("Clearstream") in [Luxembourg], a warrant exercise notice, substantially in
the form attached as Exhibit D to the Debt Warrant Agreement referred to below
(the "Warrant Exercise Notice"), copies of which will be available from the
Euro-clear Operator or Clearstream or from [name or Warrant Agent], or its
successor as warrant agent (the "Warrant Agent") under the Debt Warrant
Agreement (the "Debt Warrant Agreement") dated as of _____________ 20 ___
between the Partnership and the Warrant Agent. ___ The Warrant Exercise Notice
shall specify, among other things, the aggregate principal amount of Warrant
Securities to be purchased on exercise of the Warrants, the account number or
numbers on the records of the Euro-clear Operator or Clearstream to which the
Warrants being exercised [2: and, if prior to _____________ 20 ___ the Offered
Securities (as defined below)] to which such Warrants are attached are
credited, the account number to be debited for the Warrant Price of each
Warrant being exercised (plus accrued interest, if any, on the Warrant
Securities to be issued upon exercise of such Warrant from and including the
interest payment date, if any, in respect of such Warrant Securities
immediately preceding the Exercise Date to and including the Exercise Date
(unless the Exercise Date is after the regular record date in respect of such
Warrant Securities, if any, for such interest payment date, but on or before
the immediately succeeding interest payment date for such Warrant Securities,
in which event no such accrued interest shall be payable in respect of Warrant
Securities to be issued in registered form)), the account number to which the
Warrant Securities issued on exercise of the Warrants are to be credited and
the form in which Warrant Securities are to be issued. A Warrant Exercise
Notice must be received by the Euro-clear Operator or Clearstream prior to
[time] (Brussels or [Luxembourg] time, as the case may be) on the business day
next preceding the Exercise Date (as defined in such Warrant Exercise Notice).
The delivery to the Euro-clear Operator or Clearstream, as the case may be, of
a Warrant Exercise Notice shall constitute an irrevocable election to purchase
the aggregate principal amount of Warrant Securities specified therein.

         Any whole number of Warrants evidenced by this Global Warrant
Certificate may be exercised to purchase Warrant Securities in bearer or
registered form in denominations of [______ or ______, in the case of Warrant
Securities in bearer form, and of and any integral multiple thereof, in the
case of Warrant Securities in registered


                                      B-2

<PAGE>


form; provided, however, that no Warrant Security in bearer form shall be
mailed or otherwise delivered to any location in the United States of America,
its territories or possessions or areas subject to its jurisdiction or the
Commonwealth of Puerto Rico (the "United States").

         The Warrants evidenced by this Global Warrant Certificate, this Global
Warrant Certificate and the rights evidenced hereby may be cancelled in the
manner and under the circumstances described in the Debt Warrant Agreement.
Notice of cancellation of the Warrants evidenced by this Global Warrant
Certificate, this Global Warrant Certificate and the rights evidenced hereby
shall be given by publication in the manner described in the Debt Warrant
Agreement.

         This Global Warrant Certificate is issued under and in accordance with
the Debt Warrant Agreement between the Partnership and the Warrant Agent and is
subject to the terms and provisions contained in the Debt Warrant Agreement, to
all of which terms and provisions the holder hereof consents by acceptance
hereof. Copies of the Debt Warrant Agreement and the form of Warrant Securities
are on file at the above-mentioned office of the Warrant Agent [and at ______].

         [The Warrant Securities to be issued and delivered upon the exercise
of the Warrants evidenced by this Global Warrant Certificate will be issued
under and in accordance with an Indenture dated as of [__________], 2001 (the
"Indenture") between the Partnership and The Bank of New York, as Trustee (the
"Trustee"), and will be subject to the terms and provisions contained in the
Indenture. Copies of the Indenture and the form of the Warrant Securities are
on file at the corporate trust office of the Trustee [and at _____.]

         [1: The] [2: Prior to _____________ 19 ___ the] beneficial ownership
of any Warrants evidenced by this Global Warrant Certificate may be transferred
only together with the beneficial ownership of the Temporary Global Security
(as defined in the Debt Warrant Agreement) evidencing the [Title of Offered
Securities] (the "Offered Securities") to which this Global Warrant Certificate
was initially attached, and only for the purpose of effecting, or in
conjunction with, a transfer of such Temporary Global Security. After such
date, the Global Warrant Certificate, and all rights hereunder, may be
transferred by delivery, and the Partnership and the Warrant Agent may treat
the holder hereof as the owner for all purposes.

         This Global Warrant Certificate shall not entitle the Holder hereof to
any of the rights of a holder of the Warrant Securities, including, without
limitation, the right to receive payments of principal of, premium, if any, or
interest, if any, on the Warrant Securities or to enforce any of the covenants
of the Indenture.


                                      B-3

<PAGE>


         This Global Warrant Certificate shall not be valid or obligatory for
any purpose until countersigned by the Warrant Agent.

Dated as of            , 20  .

                                  ALLIANCE CAPITAL MANAGEMENT L.P.

                                  By:  Alliance Capital Management Corporation,
                                       its General Partner


[SEAL]                            By:
                                       ----------------------------------------
                                       Name:
                                       Title:

Attest:


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


Countersigned:


------------------------------------
         As Warrant Agent


By:
    ----------------------------------
    Authorized Signature


                                      B-4

<PAGE>


                                   Schedule A

                (additional continuation sheets may be attached
                                  if required)

                             Exercises of Warrants

          The following exercises of a portion of this Global Warrant
               Certificate or Warrant Securities have been made:


Date of       Number of Warrants      Remaining Number of      Notation
Exercise      Exercised for           Warrants Following       Made By:
              Warrant Securities      such Exercise

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


                                      B-5

<PAGE>
                                                                      Exhibit C


                  [DELETE THIS EXHIBIT IF WARRANT CERTIFICATES
                   IN ONLY REGISTERED FORM ARE TO BE ISSUED]

             [FORM OF CERTIFICATE TO BE DELIVERED TO WARRANT AGENT
                   BY THE EURO-CLEAR OPERATOR OR CLEARSTREAM]

                        ALLIANCE CAPITAL MANAGEMENT L.P.
                     Warrants (the "Warrants") to Purchase
                         [Title of Warrant Securities]

[Name of Warrant Agent]
[Address]

Dear Sirs:

         The undersigned hereby irrevocably elects to exercise __________
Warrants to purchase as of _______________ (the "Exercise Date") _____
principal amount of the [title of Warrant Securities] (the "Warrant
Securities") of Alliance Capital Management L.P. and represents that it has
tendered payment for such Warrant Securities [in lawful money of the United
States of America] [in applicable currency] [in cash] [by certified check or
official bank check or by bank wire transfer, in each case,] [by bank wire
transfer] [in immediately available funds] to the order of Alliance Capital
Management L.P., c/o [insert name and address of Warrant Agent], in the amount
of _____ in accordance with the terms hereof and the Debt Warrant Agreement
dated as of _____________ 20 ___ between Alliance Capital Management L.P. and
you (the "Debt Warrant Agreement").

         In connection with the Undersigned's request that you deliver to us
any Warrant Securities in bearer form, the undersigned hereby certifies that as
of the date hereof the Warrant Securities in bearer form which are to be
delivered to the Common Depositary referred to below for our account are not
being acquired, directly or indirectly, by or on behalf of a United States
person (as defined below) or for offer to resell or for resale to a United
States person or any person inside the United States (as defined below) or, if
a beneficial interest in any such Warrant Securities is being acquired by or on
behalf of a United States person, that such United States person is either a
financial institution within the meaning of Section 1.165-12(c)(1)(v) of the
United States Treasury regulations or is acquiring through such a financial
institution and that such Warrant Securities are held by a financial
institution that has agreed to comply with the requirements of Section
165(j)(3)(A), (B) or (C) of the Internal Revenue Code of 1986, as amended, and


<PAGE>


the regulations thereunder and that is not purchasing for offer to resell or
for resale inside the United States.

         As a clearing organization within the meaning of Section
1.163-5(c)(2)(i)(B)(4) of the regulations promulgated under the Internal
Revenue Code of 1986, as amended, the undersigned further certifies that (a)
the above certification is based solely on statements received from member
organizations appearing in our records (our "Account Holders") in certificates
in the form set forth in Exhibit D to the Debt Warrant Agreement and (b) as of
the date hereof we have not received any notification from any of our Account
Holders to the effect that the statements made by such Account Holders in such
certificates are no longer true.

         "United States person" means any citizen, national or resident of the
United States, any corporation, partnership or other entity created or
organized in or under the laws of the United States or any political
subdivision thereof, or any estate or trust the income of which is subject to
United States federal income taxation regardless of its source. "United States"
means the United States of America, its territories and possessions and areas
subject to its jurisdiction and the Commonwealth of Puerto Rico.

         We hereby undertake to notify you immediately by telex if any of the
statements of our Account Holders referred to above is not correct at any time
on or before the Warrant Securities in bearer form are delivered. We further
agree to cause a confirmation substantially in the form of Exhibit E to the
Debt Warrant Agreement and a copy of the prospectus relating to the Warrant
Securities delivered to us as contemplated by Section 6.05 of the Debt Warrant
Agreement to be delivered to our Account Holders entitled to such Warrant
Securities prior to or contemporaneously with our transfer of such Warrant
Securities to or to the account of such Account Holders.

         We understand that this certificate is required in connection with
United States laws, tax laws and regulations. We irrevocably authorize you to
produce this Certificate or a copy hereof to any interested party in any
administrative or legal proceedings with respect to the matters covered by this
Certificate.


                                      C-2

<PAGE>


         The undersigned requests that said principal amount of Warrant
Securities be [in registered form in the authorized denominations, registered
in such names and delivered all as specified in accordance with the
instructions set forth below] [bearer form in the authorized denominations and
delivered to ___________ as Common Depositary under the Debt Warrant Agreement,
to be held for our account]* [Instructions as to delivery of Warrant Securities
to be issued in registered form].

Dated: ______________, 20__

                                  Very truly yours,

                                  EUROCLEAR BANK,
                                    as operator of the Euro-clear
                                    System


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

                                  [CLEARSTREAM BANKING S.A.]*


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





*  Delete inapplicable reference


                                      C-3

<PAGE>


                                                                      Exhibit D


                  [DELETE THIS EXHIBIT IF WARRANT CERTIFICATES
                   IN ONLY REGISTERED FORM ARE TO BE ISSUED]

                       [FORM OF WARRANT EXERCISE NOTICE]


Euroclear Bank,
  as operator of the Euro-clear
  System
  (the "Euro-clear Operator")*
[Address]

Clearstream Banking S.A.*
[Address]

                        ALLIANCE CAPITAL MANAGEMENT L.P.

                     WARRANTS (THE "WARRANTS") TO PURCHASE
                         [Title of Warrant Securities]
                           (the "Warrant Securities")

Dear Sirs:

         We hereby irrevocably elect to exercise __________ Warrants to
purchase _________ (being _______________ or an integral multiple thereof)
aggregate principal amount of Warrant Securities of Alliance Capital Management
L.P. (the "Partnership") on ____________, 20 __ (the "Exercise Date"). The
account number(s) on your books in which the Warrants being exercised [and the
[Title of Offered Securities] to which such Warrants are attached]** are held
is (are) ________________________. The Warrant Securities to be issued to us on
exercise of the Warrants are to be credited to such account, unless otherwise
indicated below and shall be in [registered] [bearer] form in the following
authorized denominations: _______________________.

         We hereby request that you complete a certification in the form
required by the Debt Warrant Agreement hereinafter referred to and make payment
directly to [____________], as Warrant Agent (the "Warrant Agent", which term
shall include its successors as such Warrant Agent), under the Debt Warrant
Agreement dated as of [____________] between the Partnership and the Warrant
Agent (the "Debt Warrant Agreement") at or prior to [time] on the Exercise
Date, or if the


<PAGE>


Exercise Date is the last day on which Warrants may be exercised under the Debt
Warrant Agreement, prior to [time] in [location] on the Exercise Date, [in
lawful money of the United States of America] [in applicable currency] [in
cash] [by certified check or official bank check or by bank wire transfer, in
each case,] [by bank wire transfer] [in immediately available funds] of
____________, such amount being the Warrant Price (as defined in the Global
Warrant Certificate representing the Warrants, as provided in Section 1.02 of
the Debt Warrant Agreement) for Warrants exercised (plus any accrued interest
as specified in such Global Warrant Certificate) on the Exercise Date, and
debit account number ___________ for said amount.

         The undersigned hereby certifies that as of the date hereof, the
Warrant Securities which are to be delivered in bearer form are not being
acquired, directly or indirectly, by or on behalf of a United States person or
for offer to resell or for resale to a United States person or any person
inside the United States (as defined below) or, if a beneficial interest in
such Warrant Securities is being acquired by or on behalf of a United States
person, that such United States person is either a financial institution within
the meaning of Section 1.165-12(c)(1)(v) of the United States Treasury
regulations or is acquiring such beneficial interest through such financial
institution and that such beneficial interest is held by a financial
institution which agrees to comply with the requirements of Section
165(j)(3)(A), (B) or (C) of the Internal Revenue Code of 1986, as amended, and
the regulations thereunder and which is not purchasing for offer to resell or
for resale inside the United States. If the undersigned is a dealer, the
undersigned agrees to obtain a similar certificate from each person entitled to
delivery of any Warrant Securities in bearer form purchased from it; provided,
however, that if the undersigned has actual knowledge that the information
contained in such a certificate is false, the undersigned will not deliver a
Warrant Security in temporary or definitive bearer form to the person who
signed such certificate notwithstanding the delivery of such certificate to the
undersigned. The undersigned will be deemed to have actual knowledge if, inter
alia, the undersigned has a United States address for the beneficial owner of
such Warrant Security (other than a financial institution as defined in Section
1.165-12(c)(1)(v) that represents that it will comply with the requirements of
Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code of 1986, as
amended, and the regulations thereunder), unless the undersigned has
documentary evidence (as described in A-5 of Section 35a.9999-4T of the
regulations promulgated under the Internal Revenue Code of 1986, as amended)
that the beneficial owner of such Warrant Security is not a United States
person. If this certificate is being provided by a clearing organization, it is
based on statements provided to it by its member organizations. As used herein,
a "clearing organization" is an entity which is in the business of holding
obligations for member organizations and transferring obligations among such
members by credit


                                      D-2

<PAGE>


or debit to the account of a member without the necessity of physical delivery
of the obligation.

         We undertake to advise you immediately by telex if the foregoing
statement as to beneficial ownership is not correct on or before the date of
delivery of such Warrant Securities as to the entire principal amount of the
Warrant Securities to be issuable upon exercise [then appearing on your books
as being held for our account].

         We understand that this certificate is required in connection with
certain tax regulations in the United States. If administrative or legal
proceedings are commenced or threatened in connection with which this
certificate is or would be relevant, we irrevocably authorize you to produce
this certificate or a copy thereof to any interested party in such proceedings.
"United States person" means any citizen, national or resident of the United
States or any political subdivision thereof, any corporation, partnership or
other entity created or organized in or under laws of the United States, or any
estate or trust the income of which is subject to United States federal income
taxation regardless of its source. "United States" means the United States of
America, its territories and possessions and areas subject to its jurisdiction
and the Commonwealth of Puerto Rico.

Dated:  ____________, 20__

                                 Very truly yours,

                                 [Name and, if appropriate, title] As the
                                     beneficial owner(s) of the interest in
                                     the Warrants to which this Warrant
                                     Exercise Notice relates.


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


                                      D-3

<PAGE>


                                                                      Exhibit E


                  [DELETE THIS EXHIBIT IF WARRANT CERTIFICATES
                   IN ONLY REGISTERED FORM ARE TO BE ISSUED]

                     [FORM OF CONFIRMATION TO BE DELIVERED
                      TO PURCHASERS OF WARRANT SECURITIES
                                IN BEARER FORM]

                        ALLIANCE CAPITAL MANAGEMENT L.P.
                         [Title of Warrant Securities]
                           (the "Warrant Securities")


         By your purchase of Warrant Securities in bearer form you represent
that you are not a United States person or, if you are a United States person,
that you are a financial institution as defined in Section 1.165-12(c)(1)(v) of
the Treasury Department regulations, purchasing for your own account or for the
account of a customer and that you will comply with the requirements of Section
165(j)(3)(A), (B) or (C) of the Internal Revenue Code of 1986, as amended from
time to time, and the regulations thereunder. Furthermore, if you are a dealer,
you agree that you will deliver a confirmation containing this entire paragraph
to purchasers of such Securities from you. For purposes of this statement,
"United States person" means any citizen, national or resident of the United
States, any corporation, partnership or other entity created or organized in or
under the laws of the United States or any political subdivision thereof or any
estate or trust the income of which is subject to United States federal income
taxation regardless of its source, and "United States" means the United States
of America, its territories and possessions and areas subject to its
jurisdiction and the Commonwealth of Puerto Rico.