EXHIBIT 4.2

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                        ALLIANCE CAPITAL MANAGEMENT L.P.


                                      AND


                         THE BANK OF NEW YORK, Trustee




                                Senior Indenture


                           Dated as of July __, 2001






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                             CROSS REFERENCE SHEET1
                                  ----------


Provisions of Trust Indenture Act of 1939 and Indenture to be dated as of July
__, 2001, between ALLIANCE CAPITAL MANAGEMENT L.P. and THE BANK OF NEW YORK,
Trustee:

Section of the Act                      Section of Indenture
310(a)(1) and (2).......................6.09
310(a)(3) and (4).......................Inapplicable
310(b)..................................6.08 and 6.10(a), (b) and (d)
310(c)..................................Inapplicable
311(a)..................................6.13
311(b)..................................6.13
311(c)..................................Inapplicable
312(a)..................................4.01
312(b)..................................4.01
312(c)..................................4.02
313(a)..................................4.03
313(b)(1)...............................Inapplicable
313(b)(2)...............................4.03
313(c)..................................4.03
313(d)..................................4.03
314(a)..................................4.02
314(b)..................................Inapplicable
314(c)(1) and (2).......................11.05
314(c)(3)...............................Inapplicable
314(d)..................................Inapplicable
314(e)..................................11.05
314(f)..................................Inapplicable
315(a), (c) and (d).....................6.01
315(b)..................................5.11
315(e)..................................5.12
316(a)(1)...............................5.09
316(a)(2)...............................Not required
316(a) (last sentence)..................7.04
316(b)..................................5.07
317(a)..................................5.02
317(b)..................................3.04(a) and (b)
318(a)..................................11.07

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


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                               TABLE OF CONTENTS

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                                                                            PAGE
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                                   ARTICLE 1
                                  DEFINITIONS

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

                                   ARTICLE 2
                                   SECURITIES

SECTION 2.01.  Forms Generally.................................................7
SECTION 2.02.  Form of Trustee's Certificate of Authentication.................8
SECTION 2.03.  Amount Unlimited; Issuable in Series............................8
SECTION 2.04.  Authentication and Delivery of Securities......................11
SECTION 2.05.  Execution of Securities........................................14
SECTION 2.06.  Certificate of Authentication..................................14
SECTION 2.07.  Denomination and Date of Securities; Payments of
                   Interest...................................................14
SECTION 2.08.  Registration, Transfer and Exchange............................15
SECTION 2.09.  Mutilated, Defaced, Destroyed, Lost and Stolen
                   Securities.................................................19
SECTION 2.10.  Cancellation of Securities; Disposition Thereof................20
SECTION 2.11.  Temporary Securities...........................................21
SECTION 2.12.  CUSIP Numbers..................................................22

                                            ARTICLE 3
                                     COVENANTS OF THE ISSUER

SECTION 3.01.  Payment of Principal and Interest..............................22
SECTION 3.02.  Offices for Payments, etc......................................22
SECTION 3.03.  Appointment to Fill a Vacancy in Office of Trustee.............24
SECTION 3.04.  Paying Agents..................................................24
SECTION 3.05.  Written Statement to Trustee...................................25
SECTION 3.06.  Negative Pledge................................................25
SECTION 3.07.  Calculation of Original Issue Discount.........................26

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

SECTION 4.01.  Issuer to Furnish Trustee Information as to Names
                   and Addresses of Securityholders...........................27


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                                                                            PAGE
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SECTION 4.02.  Reports by the Issuer..........................................27
SECTION 4.03.  Reports by the Trustee.........................................27

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

SECTION 5.01.  Event of Default Defined; Acceleration of
                   Maturity; Waiver of Default................................28
SECTION 5.02.  Collection of Indebtedness by Trustee; Trustee
                   May Prove Debt.............................................30
SECTION 5.03.  Application of Proceeds........................................33
SECTION 5.04.  Suits for Enforcement..........................................34
SECTION 5.05.  Restoration of Rights on Abandonment of
                   Proceedings................................................34
SECTION 5.06.  Limitations on Suits by Securityholders........................35
SECTION 5.07.  Unconditional Right of Securityholders to Institute
                   Certain Suits..............................................35
SECTION 5.08.  Powers and Remedies Cumulative; Delay or
                   Omission Not Waiver of Default.............................36
SECTION 5.09.  Control by Holders of Securities...............................36
SECTION 5.10.  Waiver of Past Defaults........................................37
SECTION 5.11.  Trustee to Give Notice of Default; But May
                   Withhold in Certain Circumstances..........................37
SECTION 5.12.  Right of Court to Require Filing of Undertaking to
                   Pay Costs..................................................38

                                   ARTICLE 6
                             CONCERNING THE TRUSTEE

SECTION 6.01.  Duties and Responsibilities of the Trustee; During
                   Default; Prior to Default..................................38
SECTION 6.02.  Certain Rights of the Trustee..................................40
SECTION 6.03.  Trustee Not Responsible for Recitals, Disposition
                   of Securities or Application of Proceeds Thereof...........41
SECTION 6.04.  Trustee and Agents May Hold Securities or
                   Coupons; Collections, etc..................................42
SECTION 6.05.  Moneys Held by Trustee.........................................42
SECTION 6.06.  Compensation and Indemnification of Trustee and
                   Its Prior Claim............................................42
SECTION 6.07.  Right of Trustee to Rely on Officer's Certificate,
                   etc........................................................43


                                      iii

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                                                                            PAGE
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SECTION 6.08.  Indentures Not Creating Potential Conflicting
                   Interests for the Trustee..................................43
SECTION 6.09.  Persons Eligible for Appointment as Trustee....................43
SECTION 6.10.  Resignation and Removal; Appointment of
                   Successor Trustee..........................................44
SECTION 6.11.  Acceptance of Appointment by Successor Trustee.................45
SECTION 6.12.  Merger, Conversion, Consolidation or Succession
                   to Business of Trustee.....................................47
SECTION 6.13.  Preferential Collection of Claims Against the
                   Issuer.....................................................47
SECTION 6.14.  Appointment of Authenticating Agent............................47

                                   ARTICLE 7
                         CONCERNING THE SECURITYHOLDERS

SECTION 7.01.  Evidence of Action Taken by Securityholders....................49
SECTION 7.02.  Proof of Execution of Instruments and of Holding
                   of Securities..............................................49
SECTION 7.03.  Holders to Be Treated as Owners................................50
SECTION 7.04.  Securities Owned by Issuer Deemed Not
                   Outstanding................................................51
SECTION 7.05.  Right of Revocation of Action Taken............................51

                                   ARTICLE 8
                            SUPPLEMENTAL INDENTURES

SECTION 8.01.  Supplemental Indentures Without Consent of
                   Securityholders............................................52
SECTION 8.02.  Supplemental Indentures with Consent of
                   Securityholders............................................53
SECTION 8.03.  Effect of Supplemental Indenture...............................55
SECTION 8.04.  Documents to Be Given to Trustee...............................55
SECTION 8.05.  Notation on Securities in Respect of Supplemental
                   Indentures.................................................56

                                   ARTICLE 9
                   CONSOLIDATION, MERGER, SALE OR CONVEYANCE

SECTION 9.01.  Covenant Not to Merge, Consolidate, Sell or
                   Convey Property Except Under Certain Conditions............56
SECTION 9.02.  Successor Company Substituted..................................56
SECTION 9.03.  Opinion of Counsel Delivered to Trustee........................57


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                                                                            PAGE
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                                   ARTICLE 10
           SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS

SECTION 10.01.  Satisfaction and Discharge of Indenture.......................57
SECTION 10.02.  Application by Trustee of Funds Deposited for
                   Payment of Securities......................................62
SECTION 10.03.  Repayment of Moneys Held by Paying Agent......................62
SECTION 10.04.  Return of Moneys Held by Trustee and Paying
                   Agent Unclaimed for Two Years..............................62
SECTION 10.05.  Indemnity for U.S. Government Obligations.....................63

                                           ARTICLE 11
                                    MISCELLANEOUS PROVISIONS

SECTION 11.01.  Incorporators, Stockholders, Officers and
                   Directors of Issuer Exempt from Individual
                   Liability..................................................63
SECTION 11.02.  Provisions of Indenture for the Sole Benefit of
                   Parties and Holders of Securities and Coupons..............63
SECTION 11.03.  Successors and Assigns of Issuer Bound by
                   Indenture..................................................63
SECTION 11.04.  Notices and Demands on Issuer, Trustee and
                   Holders of Securities and Coupons..........................64
SECTION 11.05.  Officer's Certificates and Opinions of Counsel;
                   Statements to Be Contained Therein.........................64
SECTION 11.06.  Payments Due on Saturdays, Sundays or
                   Holidays...................................................66
SECTION 11.07.  Conflict of Any Provision of Indenture with Trust
                   Indenture Act of 1939......................................66
SECTION 11.08.  New York Law to Govern........................................66
SECTION 11.09.  Counterparts..................................................66
SECTION 11.10.  Effect of Headings............................................66
SECTION 11.11.  Securities in a Foreign Currency..............................66
SECTION 11.12.  Judgment Currency.............................................67

                                   ARTICLE 12
                   REDEMPTION OF SECURITIES AND SINKING FUNDS

SECTION 12.01.  Applicability of Article......................................68
SECTION 12.02.  Notice of Redemption; Partial Redemptions.....................68
SECTION 12.03.  Payment of Securities Called for Redemption...................70


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                                                                            PAGE
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SECTION 12.04.  Exclusion of Certain Securities from Eligibility
                   for Selection for Redemption...............................71
SECTION 12.05.  Mandatory and Optional Sinking Funds..........................71



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     THIS INDENTURE, dated as of July __, 2001 between ALLIANCE CAPITAL
MANAGEMENT L.P., a Delaware limited partnership (the "Issuer"), and THE BANK OF
NEW YORK, a New York banking corporation, as trustee (the "Trustee"),

                             W I T N E S S E T H :

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

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

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

     NOW, THEREFORE:

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


                                   ARTICLE 1
                                  DEFINITIONS

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


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accounting terms used herein and not expressly defined shall have the meanings
assigned to such terms in accordance with generally accepted accounting
principles, and the term "generally accepted accounting principles" means such
accounting principles as are generally accepted at the time of any computation.
The words "herein", "hereof" and "hereunder" and other words of similar import
refer to this Indenture as a whole and not to any particular Article, Section
or other subdivision. The terms defined in this Article have the meanings
assigned to them in this Article and include the plural as well as the
singular.

     "Authenticating Agent" shall have the meaning set forth in Section 6.14.

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

     "Board of Directors" means either the Board of Directors of the General
Partner or any committee of such Board duly authorized to act on its behalf or
any director and/or officer of the General Partner to whom such Board of
Directors or such committee shall have duly delegated its authority to act
hereunder. If the Issuer shall change its form of entity to other than a
limited partnership, the references to the Board of Directors of the General
Partner shall mean the Board of Directors (or other comparable governing body)
of the Issuer.

     "Board Resolution" means a copy of one or more resolutions, certified by
the secretary or an assistant secretary of the General Partner (or the Issuer
if the Issuer shall change its form of entity to other than a limited
partnership) to have been duly adopted or consented to by the Board of
Directors and to be in full force and effect, and delivered to the Trustee.

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


                                       2

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     "Commission" means the Securities and Exchange Commission, as from time to
time constituted, created under the Securities Exchange Act of 1934, or if at
any time after the execution and delivery of this Indenture such Commission is
not existing and performing the duties now assigned to it under the Trust
Indenture Act, then the body performing such duties on such date.

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

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

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

     "Designated Subsidiary" shall have the meaning set forth in Section 3.06.

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

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

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

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

     "General Partner" means Alliance Capital Management Corporation, a
Delaware corporation, and its successors as general partner of the Issuer

     "Holder", "Holder of Securities", "Securityholder" or other similar terms
mean (a) in the case of any Registered Security, the Person in whose name


                                       3

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such Security is registered in the security register kept by the Issuer for
that purpose in accordance with the terms hereof, and (b) in the case of any
Unregistered Security, the bearer of such Security, or any Coupon appertaining
thereto, as the case may be.

     "Indebtedness" shall have the meaning set forth in Section 3.06.

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

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

     "Issuer" means (except as otherwise provided in Article Six) Alliance
Capital Management L.P., a Delaware limited partnership, and, subject to
Article Nine, its successors and assigns.

     "Issuer Order" means a written statement, request or order of the Issuer
signed in its name by any one of the following: the Chairman of the Board, the
Chief Executive Officer, the President, the Executive Vice President - Finance
and Operations, the Chief Financial Officer or any Vice Chairman, of the
General Partner, and by the Treasurer, the General Counsel, the Secretary or an
Assistant Secretary of the General Partner or any other person authorized by
the Board of Directors of the General Partner to execute any such written
statement, request or order.

     "Judgment Currency" shall have the meaning set forth in Section 11.12.

     "Lien" shall have the meaning set forth in Section 3.06.

     "Officer's Certificate" means a certificate (i) signed by any one of the
following: the Chairman of the Board, the Chief Executive Officer, the
President, the Executive Vice President - Finance and Operations, the Chief
Financial Officer, any Vice Chairman, the Treasurer, any Assistant Treasurer,
the General Counsel, the Secretary or any Assistant Secretary of the General
Partner or any other person authorized by the General Partner to execute any
such certificate (or if the Issuer shall change its form of entity to other
than a limited partnership, by Persons, officers, members, agents and others
holding positions comparable to those of the foregoing nature, as applicable)
and (ii) delivered to the Trustee. Each such certificate shall comply with
Section 314 of the Trust Indenture Act of 1939 and include the statements
provided for in Section 11.05.


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

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

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

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

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

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

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

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


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payable as of the date of such determination upon a declaration of acceleration
of the maturity thereof pursuant to Section 5.01.

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

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

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

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

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

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

     "Required Currency" shall have the meaning set forth in Section 11.12.

     "Responsible Officer" when used with respect to the Trustee means any
officer within the corporate trust department of the Trustee, including any
vice president, assistant vice president, assistant secretary, assistant
treasurer, trust officer or any other officer of the Trustee who customarily
performs functions similar to those performed by the Persons who at the time
shall be such officers, respectively, or to whom any corporate trust matter is
referred because of such person's knowledge of and familiarity with the
particular subject and who shall have direct responsibility for the
administration of this Indenture.

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

     "Stock" shall have the meaning set forth in Section 3.06.

     "Subsidiary" shall have the meaning set forth in Section 3.06.


                                       6

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

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

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

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

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


                                   ARTICLE 2
                                   SECURITIES

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

     The definitive Securities and Coupons, if any, shall be printed,
lithographed or engraved on steel engraved borders or may be produced in any
other manner, all as determined by the officers executing such Securities and


                                       7

<PAGE>


Coupons, if any, as evidenced by their execution of such Securities and
Coupons, if any.

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

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


                                            The Bank of New York,
                                            --------------------
                                            as Trustee


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

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

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


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


                                            By:
                                               ---------------------------------
                                               Authorized Officer


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

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


                                       8

<PAGE>


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

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

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

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

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

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

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

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

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



                                       9

<PAGE>


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

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

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

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

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

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

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

     (q) if the Securities of such series are to be issuable in definitive form
(whether upon original issue or upon exchange of a temporary Security of such


                                       10

<PAGE>


series) only upon receipt of certain certificates or other documents or
satisfaction of other conditions, the form and terms of such certificates,
documents or conditions;

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

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

     (t) any other terms of the series.

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

     SECTION 2.04. Authentication and Delivery of Securities. The Issuer may
deliver Securities of any series having attached thereto appropriate Coupons,
if any, executed by the Issuer to the Trustee for authentication together with
the applicable documents referred to below in this Section, and the Trustee
shall thereupon authenticate and deliver such Securities to or upon the order
of the Issuer. In authenticating such Securities and accepting the additional
responsibilities under this Indenture in relation to such Securities, the
Trustee shall be entitled to receive, and (subject to Section 6.01) shall be
fully protected in relying upon, unless and until such documents have been
superceded or revoked:

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

          (ii) an Officer's Certificate setting forth the form or forms and
     terms of the Securities and Coupons, if any, stating that the form or
     forms and terms of the Securities and Coupons, if any, have been
     established pursuant to Sections 2.01 and 2.03 and comply with this
     Indenture; and



                                       11

<PAGE>


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

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

               (B) in the case of an underwritten offering, the terms of the
          Securities have been duly authorized and established in conformity
          with the provisions of this Indenture, and, in the case of an
          offering that is not underwritten, certain terms of the Securities
          have been established pursuant to a Board Resolution, an Officer's
          Certificate or a supplemental indenture in accordance with this
          Indenture;

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

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



                                       12

<PAGE>


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

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

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

     Each Depositary designated pursuant to Section 2.03 must, at the time of
its designation and at all times while it serves as Depositary, be a clearing
agency


                                       13

<PAGE>


registered under the Securities Exchange Act of 1934 and any other applicable
statute or regulation.

     SECTION 2.05. Execution of Securities. The Securities and, if applicable,
each Coupon appertaining thereto shall be signed on behalf of the Issuer by any
one of the following: the Chairman of the Board, the Chief Executive Officer,
the President, the Executive Vice President - Finance and Operations, the Chief
Financial Officer, any Vice Chairman, the Treasurer, the General Counsel, the
Secretary or an Assistant Secretary of the General Partner or any other person
authorized by the General Partner to execute Securities or, if applicable,
Coupons, which Securities or Coupons may, but need not, be attested. Such
signatures may be the manual or facsimile signatures of the present or any
future such officers. Minor errors or defects in any such reproduction of any
such signature shall not affect the validity or enforceability of any Security
that has been duly authenticated and delivered by the Trustee.

     In case any officer of the General Partner who shall have signed any of
the Securities or Coupons, if any, shall cease to be such officer before the
Security or Coupon so signed (or the Security to which the Coupon so signed
appertains) shall be authenticated and delivered by the Trustee or disposed of
by the Issuer, such Security or Coupon nevertheless may be authenticated and
delivered or disposed of as though the person who signed such Security or
Coupon had not ceased to be such officer of the General Partner; and any
Security or Coupon may be signed on behalf of the General Partner by such
persons as, at the actual date of the execution of such Security or Coupon,
shall be the proper officers of the General Partner, although at the date of
the execution and delivery of this Indenture any such person was not such an
officer.

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

     SECTION 2.07. Denomination and Date of Securities; Payments of Interest.
The Securities of each series shall be issuable as Registered Securities or
Unregistered Securities in denominations established as contemplated by Section


                                       14

<PAGE>


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

     Each Registered Security shall be dated the date of its authentication.
Each Unregistered Security shall be dated as provided in the resolution or
resolutions of the Board of Directors referred to in Section 2.03. The
Securities of each series shall bear interest, if any, from the date, and such
interest shall be payable on the dates, established as contemplated by Section
2.03.

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

     SECTION 2.08. Registration, Transfer and Exchange. The Issuer will keep at
each office or agency to be maintained for the purpose as provided in Section
3.02 for each series of Securities a register or registers in which, subject to
such reasonable regulations as it may prescribe, it will provide for the
registration of Registered Securities of such series and the registration of
transfer of Registered Securities of such series. Such register shall be in
written form in the English


                                       15

<PAGE>


language or in any other form capable of being converted into such form within
a reasonable time. At all reasonable times such register or registers shall be
open for inspection by the Trustee.

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

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

     At the option of the Holder thereof, Registered Securities of any series
(other than a Registered Global Security, except as set forth below) may be
exchanged for a Registered Security or Registered Securities of such series
having authorized denominations and an equal aggregate principal amount, upon
surrender of such Registered Securities to be exchanged at the agency of the
Issuer that shall be maintained for such purpose in accordance with Section
3.02 and upon payment, if the Issuer shall so require, of the charges
hereinafter provided. If the Securities of any series are issued in both
registered and unregistered form, except as otherwise specified pursuant to
Section 2.03, at the option of the Holder thereof, Unregistered Securities of
any series may be exchanged for Registered Securities of such series having
authorized denominations and an equal aggregate principal amount, upon
surrender of such Unregistered Securities to be exchanged at the agency of the
Issuer that shall be maintained for such purpose in accordance with Section
3.02, with, in the case of Unregistered Securities that have Coupons attached,
all unmatured Coupons and all matured Coupons in default thereto appertaining,
and upon payment, if the Issuer shall so require, of the charges hereinafter
provided. At the option of the Holder thereof, if Unregistered Securities of
any series, maturity date, interest rate and original issue date are issued in
more than one authorized denomination, except as otherwise specified pursuant
to Section 2.03, such Unregistered Securities may be exchanged for Unregistered
Securities of such series having authorized denominations and an equal
aggregate principal amount, upon surrender of such Unregistered Securities to
be exchanged at the agency of the Issuer that shall be maintained for such
purpose in accordance with Section 3.02 or as specified pursuant to Section
2.03, with, in the case of Unregistered Securities that have Coupons attached,
all unmatured Coupons and all matured Coupons in default thereto appertaining,
and upon payment, if the Issuer shall so require, of the charges hereinafter
provided.


                                       16

<PAGE>


Unless otherwise specified pursuant to Section 2.03, Registered Securities of
any series may not be exchanged for Unregistered Securities of such series.
Whenever any Securities are so surrendered for exchange, the Issuer shall
execute, and the Trustee shall authenticate and deliver, the Securities which
the Holder making the exchange is entitled to receive. All Securities and
Coupons surrendered upon any exchange or transfer provided for in this
Indenture shall be promptly cancelled and disposed of by the Trustee in
accordance with its customary procedures.

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

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

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

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

     If at any time the Depositary for any Registered Securities of a series
represented by one or more Registered Global Securities notifies the Issuer
that it is unwilling or unable to continue as Depositary for such Registered
Securities or if at any time the Depositary for such Registered Securities
shall no longer be eligible under Section 2.04, the Issuer shall appoint a
successor Depositary


                                       17

<PAGE>


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

     The Issuer may at any time and in its sole discretion determine that the
Registered Securities of any series issued in the form of one or more
Registered Global Securities shall no longer be represented by a Registered
Global Security or Securities. In such event the Issuer will execute, and the
Trustee, upon receipt of an Officer's Certificate for the authentication and
delivery of definitive Securities of such series, will authenticate and
deliver, Securities of such series in definitive registered form without
coupons, in any authorized denominations, in an aggregate principal amount
equal to the principal amount of the Registered Global Security or Securities
representing such Registered Securities, in exchange for such Registered Global
Security or Securities.

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

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

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


                                       18

<PAGE>



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

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

     Notwithstanding anything herein or in the terms of any series of
Securities to the contrary, none of the Issuer, the Trustee or any agent of the
Issuer or the Trustee (any of which, other than the Issuer, shall rely on an
Officer's Certificate and an Opinion of Counsel) shall be required to exchange
any Unregistered Security for a Registered Security if such exchange would
result in adverse Federal income tax consequences to the Issuer (such as, for
example, the inability of the Issuer to deduct from its income, as computed for
Federal income tax purposes, the interest payable on the Unregistered
Securities) under then applicable United States Federal income tax laws.

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


                                       19

<PAGE>


and to save each of them harmless and, in every case of destruction, loss or
theft, evidence to their satisfaction of the destruction, loss or theft of such
Security or Coupon and of the ownership thereof and in the case of mutilation
or defacement shall surrender the Security and related Coupons to the Trustee
or such agent.

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

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

     SECTION 2.10. Cancellation of Securities; Disposition Thereof. All
Securities and Coupons surrendered for payment, redemption, registration of
transfer or exchange, or for credit against any payment in respect of a sinking
or analogous fund, if surrendered to the Issuer or any agent of the Issuer or
the Trustee or any agent of the Trustee, shall be delivered to the Trustee or
its agent for cancellation or, if surrendered to the Trustee, shall be
cancelled by it; and no


                                       20

<PAGE>


Securities or Coupons shall be issued in lieu thereof except as expressly
permitted by any of the provisions of this Indenture. The Trustee or its agent
shall dispose of cancelled Securities and Coupons held by it in accordance with
its customary procedures. If the Issuer or its agent shall acquire any of the
Securities or Coupons, such acquisition shall not operate as a redemption or
satisfaction of the indebtedness represented by such Securities or Coupons
unless and until the same are delivered to the Trustee or its agent for
cancellation.

     SECTION 2.11. Temporary Securities. Pending the preparation of definitive
Securities for any series, the Issuer may execute and the Trustee shall
authenticate and deliver temporary Securities for such series (printed,
lithographed, typewritten or otherwise reproduced, in each case in form
satisfactory to the Trustee). Temporary Securities of any series shall be
issuable as Registered Securities without coupons, or as Unregistered
Securities with or without coupons attached thereto, of any authorized
denomination, and substantially in the form of the definitive Securities of
such series but with such omissions, insertions and variations as may be
appropriate for temporary Securities, all as may be determined by the Issuer
with the concurrence of the Trustee as evidenced by the execution and
authentication thereof. Temporary Securities may contain such references to any
provisions of this Indenture as may be appropriate. Every temporary Security
shall be executed by the Issuer and be authenticated by the Trustee upon the
same conditions and in substantially the same manner, and with like effect, as
the definitive Securities. Without unreasonable delay the Issuer shall execute
and shall furnish definitive Securities of such series and thereupon temporary
Registered Securities of such series may be surrendered in exchange therefor
without charge at each office or agency to be maintained by the Issuer for that
purpose pursuant to Section 3.02 and, in the case of Unregistered Securities,
at any agency maintained by the Issuer for such purpose as specified pursuant
to Section 2.03, and the Trustee shall authenticate and deliver in exchange for
such temporary Securities of such series an equal aggregate principal amount of
definitive Securities of the same series having authorized denominations and,
in the case of Unregistered Securities, having attached thereto any appropriate
Coupons. Until so exchanged, the temporary Securities of any series shall be
entitled to the same benefits under this Indenture as definitive Securities of
such series, unless otherwise established pursuant to Section 2.03. The
provisions of this Section are subject to any restrictions or limitations on
the issue and delivery of temporary Unregistered Securities of any series that
may be established pursuant to Section 2.03 (including any provision that
Unregistered Securities of such series initially be issued in the form of a
single global Unregistered Security to be delivered to a depositary or agency
located outside the United States and the procedures pursuant to which
definitive or global Unregistered Securities of such series would be issued in
exchange for such temporary global Unregistered Security).


                                       21

<PAGE>


     SECTION 2.12. CUSIP Numbers. The Issuer in issuing the Securities may use
"CUSIP" numbers (if then generally in use), and, if so, the Trustee shall use
"CUSIP" numbers in notices of redemption as a convenience to Holders; provided
that any such notice may state that no representation is made as to the
correctness of such numbers either as printed on the Securities or as contained
in any notice of a redemption and that reliance may be placed only on the other
identification numbers printed on the Securities, and any such redemption shall
not be affected by any defect in or omission of such numbers. The Issuer will
promptly notify the Trustee of any change in the "CUSIP" numbers.


                                   ARTICLE 3
                            COVENANTS OF THE ISSUER

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

     SECTION 3.02. Offices for Payments, etc. So long as any Registered
Securities are authorized for issuance pursuant to this Indenture or are
outstanding hereunder, the Issuer will maintain in the Borough of Manhattan,
The City of New


                                       22

<PAGE>


York, an office or agency where the Registered Securities of each series may be
presented for payment, where the Securities of each series may be presented for
exchange as is provided in this Indenture and, if applicable, pursuant to
Section 2.03 and where the Registered Securities of each series may be
presented for registration of transfer as in this Indenture provided.

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

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

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

     The Issuer may from time to time designate one or more additional offices
or agencies where the Securities of a series and any Coupons appertaining
thereto may be presented for payment, where the Securities of that series may
be presented for exchange as provided in this Indenture and pursuant to Section
2.03 and where the Registered Securities of that series may be presented for
registration of transfer as in this Indenture provided, and the Issuer may from
time


                                       23

<PAGE>


to time rescind any such designation, as the Issuer may deem desirable or
expedient; provided, however, that no such designation or rescission shall in
any manner relieve the Issuer of its obligation to maintain the agencies
provided for in this Section. The Issuer will give to the Trustee prompt
written notice of any such designation or rescission thereof.

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

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

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

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

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

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

     If the Issuer shall act as its own paying agent with respect to the
Securities of any series, it will, on or before each due date of the principal
of or interest on the Securities of such series, set aside, segregate and hold
in trust for the benefit of the Holders of the Securities of such series or the
Coupons appertaining thereto a


                                       24

<PAGE>


sum sufficient to pay such principal or interest so becoming due. The Issuer
will promptly notify the Trustee of any failure to take such action.

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

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

     SECTION 3.05. Written Statement to Trustee. The Issuer will furnish to the
Trustee on or before April 30 in each year (beginning with April 30, 2002) a
brief certificate (which need not comply with Section 11.05) from the principal
executive, financial or accounting officer of the Issuer stating that in the
course of the performance by the signer of his duties as an officer of the
Issuer (without regard to requirements of notice or periods of grace) he would
normally have knowledge of any default or non-compliance by the Issuer in the
performance of any covenants or conditions contained in this Indenture, stating
whether or not he has knowledge of any such default or non-compliance and, if
so, specifying each such default or non-compliance of which the signer has
knowledge and the nature thereof.

     The Issuer shall deliver to the Trustee, as soon as possible and in any
event within 30 days after a Designated Officer of the Issuer becomes aware of
the occurrence of any Event of Default or an event which, with notice or the
lapse of time or both, would constitute an Event of Default, an Officer's
Certificate setting forth the details of such Event of Default or default and
the action which the Issuer proposes to take with respect thereto. "Designated
Officer" means the Chairman of the Board, the Chief Executive Officer, the
President, the Executive Vice President - Finance and Operations, the Chief
Financial Officer or any Vice Chairman, of the General Partner, and the
Treasurer, the General Counsel, the Secretary or an Assistant Secretary of the
General Partner.

     SECTION 3.06. Negative Pledge. Neither the Issuer nor any Successor
Company will, or will permit any Subsidiary to, incur, issue, assume or
guarantee any indebtedness for money borrowed ("Indebtedness") secured by a
pledge, mortgage, deed of trust or other lien (such pledges, mortgages, deeds
of trust and other liens being hereinafter called a "Lien") on any Stock or any
Indebtedness of


                                       25

<PAGE>


any (i) Designated Subsidiary or (ii) Subsidiary that owns, directly or
indirectly, all or substantially all of the Stock of any Designated Subsidiary
without effectively providing that the Securities shall be secured equally and
ratably with (or prior to) all other Indebtedness secured by such Lien, so long
as such secured Indebtedness shall be so secured unless, after giving effect
thereto, the aggregate principal amount of all such secured Indebtedness which
would otherwise be prohibited would not exceed 15% of Consolidated Total
Assets; provided, however, that these restrictions shall not apply to and there
shall be excluded from secured Indebtedness in any computation under these
restrictions, Indebtedness secured by: (i) Liens on any shares of Stock or
Indebtedness acquired from a person which is merged with or into, or which
sells all or substantially all of its assets to, the Issuer or a Designated
Subsidiary, (ii) Liens to secure Indebtedness of a Designated Subsidiary to the
Issuer or another Designated Subsidiary but only as long as such Indebtedness
is owned or held by the Issuer or a Designated Subsidiary and (iii) any
extension, renewal or replacement (or successive extensions, renewals or
replacements), in whole or in part, of any Lien referred to in the foregoing
clauses (i) and (ii). "Consolidated Total Assets " shall mean, at any date, the
total assets appearing on the most recently prepared consolidated balance sheet
of the Issuer and its consolidated subsidiaries as at the end of a fiscal
quarter of the Issuer, prepared in accordance with generally accepted
accounting principles. "Designated Subsidiary" means each of Sanford C.
Bernstein & Co., LLC, a Delaware limited liability company, and Alliance Fund
Distributors, Inc., a Delaware corporation, and any Subsidiary succeeding to
any substantial part of the business conducted by any of such Persons.
"Subsidiary" means any corporation, limited liability company, partnership or
other entity of which at the time of determination the Issuer owns or controls
directly or indirectly more than 50% of the Stock or equivalent interest.
"Stock" means the equity (which includes, but is not limited to, common stock,
preferred stock, limited liability company membership interests, partnership
interests (whether general or limited) and joint venture interests) of the
Subsidiary in question.

     SECTION 3.07. Calculation of Original Issue Discount. The Issuer shall
file with the Trustee promptly at the end of each calendar year in which the
Issuer has issued a series of Original Issue Discount Securities a written
notice specifying the specific information relating to such series of Original
Issue Discount Securities as may then be required or relevant under the
Internal Revenue Code of 1986, as amended from time to time.




                                       26

<PAGE>


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

     SECTION 4.01. Issuer to Furnish Trustee Information as to Names and
Addresses of Securityholders. If and so long as the Trustee shall not be the
Security registrar for the Securities of any series, the Issuer and any other
obligor on the Securities will furnish or cause to be furnished to the Trustee
a list in such form as the Trustee may reasonably require of the names and
addresses of the Holders of the Registered Securities of such series pursuant
to Section 312 of the Trust Indenture Act of 1939 (a) semi-annually not more
than 15 days after each record date for the payment of interest on such
Registered Securities, as hereinabove specified, as of such record date and on
dates to be determined pursuant to Section 2.03 for non-interest bearing
Registered Securities in each year, and (b) at such other times as the Trustee
may request in writing, within thirty days after receipt by the Issuer of any
such request as of a date not more than 15 days prior to the time such
information is furnished.

     SECTION 4.02. Reports by the Issuer. The Issuer covenants to file with the
Trustee, within 15 days after the Issuer is required to file the same with the
Commission, copies of the annual reports and of the information, documents, and
other reports that the Issuer may be required to file with the Commission
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
or pursuant to Section 314 of the Trust Indenture Act of 1939.

     Delivery of such reports, information and documents to the Trustee is for
informational purposes only and the Trustee's receipt of such shall not
constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Issuer's
compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively on Officer's Certificates).

     SECTION 4.03. Reports by the Trustee. (a) The Trustee shall transmit to
Holders such reports concerning the Trustee and its actions under this
Indenture as may be required pursuant to the Trust Indenture Act at the times
and in the manner provided pursuant thereto. If required by Section 313(a) of
the Trust Indenture Act, the Trustee shall, within sixty days after each June
15 following the date of this Indenture deliver to Holders a brief report,
dated as of such June 15, which complies with the provisions of such Section
313(a).

     (b) A copy of each such report shall, at the time of such transmission to
Holders, be filed by the Trustee with each stock exchange, if any, upon which
the Securities are listed, with the Commission and with the Issuer. The Issuer
will


                                       27

<PAGE>


promptly notify the Trustee when the Securities are listed on any stock
exchange and of any delisting thereof.


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

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

     (a) default in the payment of any instalment of interest upon any of the
Securities of such series as and when the same shall become due and payable,
and continuance of such default for a period of 30 days; or

     (b) default in the payment of all or any part of the principal on any of
the Securities of such series as and when the same shall become due and payable
either at maturity, upon any redemption, by declaration or otherwise; or

     (c) failure on the part of the Issuer duly to observe or perform any other
of the covenants or agreements on the part of the Issuer in the Securities of
such series (other than a covenant or warranty in respect of the Securities of
such series a default in the performance or breach of which is elsewhere in
this Section specifically dealt with) or in this Indenture continued for a
period of 60 days after the date on which written notice specifying such
failure, stating that such notice is a "Notice of Default" hereunder and
demanding that the Issuer remedy the same, shall have been given by registered
or certified mail, return receipt requested, to the Issuer by the Trustee, or
to the Issuer and the Trustee by the holders of at least 25% in aggregate
principal amount of the Outstanding Securities of such series; or

     (d) a court having jurisdiction in the premises shall enter a decree or
order for relief in respect of the Issuer or any Designated Subsidiary in an
involuntary case under any applicable bankruptcy, insolvency or other similar
law now or hereafter in effect, or appointing a receiver, liquidator, assignee,
custodian, trustee, sequestrator (or similar official) of the Issuer or any
Designated Subsidiary or for any substantial part of its property or ordering
the winding up or liquidation of its affairs, and such decree or order shall
remain unstayed and in effect for a period of 60 consecutive days; or


                                       28

<PAGE>


     (e) the Issuer or any Designated Subsidiary shall commence a voluntary
case under any applicable bankruptcy, insolvency or other similar law now or
hereafter in effect, or consent to the entry of an order for relief in an
involuntary case under any such law, or consent to the appointment or taking
possession by a receiver, liquidator, assignee, custodian, trustee,
sequestrator (or similar official) of the Issuer or for any substantial part of
its property, or make any general assignment for the benefit of creditors; or

     (f) any other Event of Default provided in the supplemental indenture
under which such series of Securities is issued or in the form of Security for
such series.

     If an Event of Default occurs and is continuing, except for an Event of
Default described in clause (d) or (e) of Section 5.01 then, and in each and
every such case, except for any series of Securities the principal of which
shall have already become due and payable, either the Trustee or the Holders of
not less than 25% in aggregate principal amount of the Securities of such
series then Outstanding hereunder by notice in writing to the Issuer (and to
the Trustee if given by Securityholders), may declare the entire principal (or,
if the Securities of such series are Original Issue Discount Securities, such
portion of the principal amount as may be specified in the terms of such
series) of all Securities of such series, and the interest accrued thereon, if
any, to be due and payable immediately, and upon any such declaration, the same
shall become immediately due and payable.

     If an Event of Default described in clause (d) or (e) of Section 5.01
occurs and is continuing, then the principal amount (or, if any Securities are
Original Issue Discount Securities, such portion of the principal as may be
specified in the terms thereof established pursuant to Section 2.03) of all the
Securities then outstanding and interest accrued thereon, if any, shall be and
become immediately due and payable without any notice or other action by any
Holder or the Trustee, to the full extent permitted by applicable law.

     The foregoing provisions, however, are subject to the condition that if,
at any time after the principal (or, if the Securities are Original Issue
Discount Securities, such portion of the principal as may be specified in the
terms thereof) of the Securities of any series shall have been so declared due
and payable, and before any judgment or decree for the payment of the moneys
due shall have been obtained or entered as hereinafter provided, the Issuer
shall pay or shall deposit with the Trustee a sum sufficient to pay all matured
installments of interest upon all the Securities of such series and the
principal of any and all Securities of each such series which shall have become
due otherwise than by acceleration (with


                                       29

<PAGE>


interest upon such principal and, to the extent that payment of such interest
is enforceable under applicable law, on overdue instalments of interest, at the
same rate as the rate of interest or Yield to Maturity (in the case of Original
Issue Discount Securities) specified in the Securities of each such series to
the date of such payment or deposit) and such amount as shall be sufficient to
cover reasonable compensation to the Trustee and each predecessor Trustee, its
agents, attorneys and counsel, and all other reasonable expenses and
liabilities incurred, and all advances made, by the Trustee and each
predecessor Trustee except as a result of negligence or bad faith, and if any
and all Events of Default under the Indenture, other than the non-payment of
the principal of Securities which shall have become due by acceleration, shall
have been cured, waived or otherwise remedied as provided herein--then and in
every such case the Holders of a majority in aggregate principal amount of all
the Securities of such series then Outstanding, by written notice to the Issuer
and to the Trustee, may waive all defaults with respect to such series and
rescind and annul such declaration and its consequences, but no such waiver or
rescission and annulment shall extend to or shall affect any subsequent default
or shall impair any right consequent thereon.

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

     SECTION 5.02. Collection of Indebtedness by Trustee; Trustee May Prove
Debt. The Issuer covenants that (a) in case default shall be made in the
payment of any instalment of interest on any of the Securities of any series
when such interest shall have become due and payable, and such default shall
have continued for a period of 30 days or (b) in case default shall be made in
the payment of all or any part of the principal of any of the Securities of any
series when the same shall have become due and payable, whether upon maturity
of the Securities of such series or upon any redemption or by declaration or
otherwise -- then upon demand of the Trustee, the Issuer will pay to the
Trustee for the benefit of the Holders of the Securities of such series the
whole amount that then shall have become due and payable on all Securities of
such series, and such Coupons, for principal or interest, as the case may be
(with interest to the date of such payment upon the overdue principal and, to
the extent that payment of such interest is enforceable under applicable law,
on overdue instalments of interest at the same


                                       30

<PAGE>


rate as the rate of interest or Yield to Maturity (in the case of Original
Issue Discount Securities) specified in the Securities of such series); and in
addition thereto, such further amount as shall be sufficient to cover the costs
and expenses of collection, including reasonable compensation to the Trustee
and each predecessor Trustee, their respective agents, attorneys and counsel,
and any reasonable expenses and liabilities incurred, and all advances made, by
the Trustee and each predecessor Trustee except as a result of its negligence
or bad faith.

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

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

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

          (i) to file and prove a claim or claims for the whole amount of
     principal and interest (or, if the Securities of any series are Original
     Issue Discount Securities, such portion of the principal amount as may be
     specified in the terms of such series) owing and unpaid in respect of the
     Securities of any series, and to file such other papers or documents as
     may be necessary or advisable in order to have the claims of the Trustee


                                       31

<PAGE>


     (including any claim for reasonable compensation to the Trustee and each
     predecessor Trustee, and their respective agents, attorneys and counsel,
     and for reimbursement of all reasonable expenses and liabilities incurred,
     and all advances made, by the Trustee and each predecessor Trustee, except
     as a result of negligence or bad faith) and of the Securityholders allowed
     in any judicial proceedings relative to the Issuer or other obligor upon
     the Securities, or to the creditors or property of the Issuer or such
     other obligor,

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

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

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

     All rights of action and of asserting claims under this Indenture, or
under any of the Securities of any series or Coupons appertaining to such
Securities, may be enforced by the Trustee without the possession of any of the
Securities of such series or Coupons appertaining to such Securities or the
production thereof on any trial or other proceedings relative thereto, and any
such action or proceedings instituted by the Trustee shall be brought in its
own name as trustee of an express trust, and any recovery of judgment, subject
to the payment of the


                                       32

<PAGE>


reasonable expenses, disbursements and compensation of the Trustee, each
predecessor Trustee and their respective agents and attorneys, shall be for the
ratable benefit of the Holders of the Securities or Coupons appertaining to
such Securities in respect of which such action was taken.

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

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

     FIRST:  To the payment of costs and expenses applicable to such series in
             respect of which monies have been collected, including reasonable
             compensation to the Trustee and each predecessor Trustee and their
             respective agents and attorneys and of all expenses and
             liabilities incurred, and all advances made, by the Trustee and
             each predecessor Trustee except as a result of negligence or bad
             faith;

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


                                       33

<PAGE>


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

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

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

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


                                       34

<PAGE>


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

     SECTION 5.07. Unconditional Right of Securityholders to Institute Certain
Suits. Notwithstanding any other provision in this Indenture and any provision
of any Security, the right of any Holder of any Security or Coupon to receive
payment of the principal of and interest on such Security or Coupon on or after
the respective due dates expressed in such Security or Coupon, or to institute
suit for the enforcement of any such payment on or after such respective dates,
shall not be impaired or affected without the consent of such Holder.

     SECTION 5.08. Powers and Remedies Cumulative; Delay or Omission Not Waiver
of Default. Except as provided in Section 5.06, no right or remedy herein
conferred upon or reserved to the Trustee or to the Holders of Securities or
Coupons is intended to be exclusive of any other right or remedy, and every
right and remedy shall, to the extent permitted by law, be cumulative and in
addition to


                                       35

<PAGE>


every other right and remedy given hereunder or now or hereafter existing at
law or in equity or otherwise. The assertion or employment of any right or
remedy hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.

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

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

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

     SECTION 5.10. Waiver of Past Defaults. Prior to the acceleration of the
maturity of the Securities of any series, as provided in Section 5.01, the
Holders of a majority in aggregate principal amount of the Securities of such
series at the time Outstanding may on behalf of the Holders of all such
Securities waive any


                                       36

<PAGE>


past default or Event of Default described in Section 5.01 and its
consequences, except a default in the payment of principal or interest on the
Securities of such series or a default in respect of a covenant or provision
hereof which cannot be modified or amended without the consent of the Holder of
each Security affected. In the case of any such waiver, the Issuer, the Trustee
and the Holders of all such Securities shall be restored to their former
positions and rights hereunder, respectively; but no such waiver shall extend
to any subsequent or other default or impair any right consequent thereon.

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

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


                                       37

<PAGE>


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


                                   ARTICLE 6
                             CONCERNING THE TRUSTEE

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


                                       38

<PAGE>


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

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

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

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

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

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

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


                                       39

<PAGE>


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

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

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

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

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

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

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

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


                                       40

<PAGE>


of the costs, expenses or liabilities likely to be incurred by it in the making
of such investigation is, in the opinion of the Trustee, not reasonably assured
to the Trustee by the security afforded to it by the terms of this Indenture,
the Trustee may require indemnity satisfactory to it against such expenses or
liabilities as a condition to proceeding; the reasonable expenses of every such
investigation shall be paid by the Issuer or, if paid by the Trustee or any
predecessor Trustee, shall be repaid by the Issuer upon demand;

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

     (h) the Trustee shall not be deemed to have notice of any Default or Event
of Default unless a Responsible Officer of the Trustee has actual knowledge
thereof or unless written notice of any event which is in fact such a default
is received by the Trustee at the Corporate Trust Office of the Trustee, and
such notice references the Securities and this Indenture;

     (i) the rights, privileges, protections, immunities and benefits given to
the Trustee, including, without limitation, its right to be indemnified, are
extended to, and shall be enforceable by, the Trustee in each of its capacities
hereunder, and each agent, custodian and other Person employed to act
hereunder; and

     (j) the Trustee may request that the Issuer deliver an Officer's
Certificate setting forth the names of individuals and/or titles of officers
authorized at such time to take specified actions pursuant to this Indenture,
which Officer's Certificate may be signed by any person authorized to sign an
Officer's Certificate, including any person specified as so authorized in any
such certificate previously delivered and not superseded.

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

     SECTION 6.04. Trustee and Agents May Hold Securities or Coupons;
Collections, etc. The Trustee or any agent of the Issuer or the Trustee, in its


                                       41

<PAGE>


individual or any other capacity, may become the owner or pledgee of Securities
or Coupons with the same rights it would have if it were not the Trustee or
such agent and may otherwise deal with the Issuer and receive, collect, hold
and retain collections from the Issuer with the same rights it would have if it
were not the Trustee or such agent.

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

     SECTION 6.06. Compensation and Indemnification of Trustee and Its Prior
Claim. The Issuer covenants and agrees to pay to the Trustee from time to time,
and the Trustee shall be entitled to, such compensation as shall be agreed in
writing between the Issuer and the Trustee (which shall not be limited by any
provision of law in regard to the compensation of a trustee of an express
trust) and the Issuer covenants and agrees to pay or reimburse the Trustee and
each predecessor Trustee upon its request for all reasonable expenses,
disbursements and advances incurred or made by or on behalf of it in accordance
with any of the provisions of this Indenture (including the reasonable
compensation and the expenses and disbursements of its counsel and of all
agents and other Persons not regularly in its employ) except any such expense,
disbursement or advance as may arise from its negligence or bad faith. The
Issuer also covenants to indemnify the Trustee and each predecessor Trustee
for, and to hold it harmless against, any and all loss, liability, damage,
claim or expense incurred without negligence or bad faith on its part, arising
out of or in connection with the acceptance or administration of this Indenture
or the trusts hereunder and its duties hereunder, including the reasonable
costs and expenses of defending itself against or investigating any claim
(whether asserted by the Issuer, a Holder or any other person) of liability in
the premises. The obligations of the Issuer under this Section to compensate
and indemnify the Trustee and each predecessor Trustee and to pay or reimburse
the Trustee and each predecessor Trustee for expenses, disbursements and
advances shall constitute additional indebtedness hereunder and shall survive
the satisfaction and discharge of this Indenture. Such additional indebtedness
shall be a senior claim to that of the Securities upon all property and funds
held or collected by the Trustee as such, except funds held in trust for the
benefit of the Holders of particular Securities or Coupons, and the Securities
are hereby subordinated to such senior claim.


                                       42

<PAGE>


     When the Trustee incurs expenses or renders services in connection with an
Event of Default specified in Section 5.01(d) or Section 5.01(e), the expenses
(including the reasonable charges and expenses of its counsel) and the
compensation for the services are intended to constitute expenses of
administration under any applicable Federal or State bankruptcy, insolvency or
other similar law.

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

     SECTION 6.08. Indentures Not Creating Potential Conflicting Interests for
the Trustee. This section intentionally omitted.

     SECTION 6.09. Persons Eligible for Appointment as Trustee. The Trustee for
each series of Securities hereunder shall at all times be a corporation
organized and doing business under the laws of the United States of America or
of any State or the District of Columbia having a combined capital and surplus
of at least $50,000,000, and which is authorized under such laws to exercise
corporate trust powers and is subject to supervision or examination by Federal,
State or District of Columbia authority. Such corporation shall have its
principal place of business in the Borough of Manhattan, The City of New York
if there be such a corporation in such location willing to act upon reasonable
and customary terms and conditions. If such corporation publishes reports of
condition at least annually, pursuant to law or to the requirements of the
aforesaid supervising or examining authority, then for the purposes of this
Section, the combined capital and surplus of such corporation shall be deemed
to be its combined capital and surplus as set forth in its most recent report
of condition so published. In case at any time the Trustee shall cease to be
eligible in accordance with the provisions of this Section, the Trustee shall
resign immediately in the manner and with the effect specified in Section 6.10.

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


                                       43

<PAGE>


     SECTION 6.10. Resignation and Removal; Appointment of Successor Trustee.
(a) The Trustee, or any trustee or trustees hereafter appointed, may at any
time resign with respect to one or more or all series of Securities by giving
written notice of resignation to the Issuer and (i) if any Unregistered
Securities of a series affected are then Outstanding, by giving notice of such
resignation to the Holders thereof (A) by mail to such Holders who have filed
their names and addresses with the Trustee within the two years preceding the
notice at such addresses as were so furnished to the Trustee and (B) either
through the customary notice provisions of the clearing system or systems
through which beneficial interests in such Unregistered Securities are owned if
such Unregistered Securities are held only in global form or by publication at
least once in an Authorized Newspaper in the Borough of Manhattan, The City of
New York, and at least once in an Authorized Newspaper in London, and (ii) if
any Registered Securities of a series affected are then Outstanding, by mailing
notice of such resignation to the Holders of then Outstanding Registered
Securities of each series affected at their addresses as they shall appear on
the registry books. Upon receiving such notice of resignation, the Issuer shall
promptly appoint a successor trustee or trustees with respect to the applicable
series by written instrument in duplicate, executed by authority of the Board
of Directors, one copy of which instrument shall be delivered to the resigning
Trustee and one copy to the successor trustee or trustees. If no successor
trustee shall have been so appointed with respect to any series and have
accepted appointment within 60 days after the mailing of such notice of
resignation, the resigning trustee may petition, at the expense of the Issuer,
any court of competent jurisdiction for the appointment of a successor trustee,
or any Securityholder who has been a bona fide Holder of a Security or
Securities of the applicable series for at least six months may, subject to the
provisions of Section 5.12, on behalf of himself and all others similarly
situated, petition any such court for the appointment of a successor trustee.
Such court may thereupon, after such notice, if any, as it may deem proper and
prescribe, appoint a successor trustee.

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

          (i) the Trustee shall fail to comply with the provisions of Section
     310(b) of the Trust Indenture Act of 1939 with respect to any series of
     Securities after written request therefor by the Issuer or by any
     Securityholder who has been a bona fide Holder of a Security or Securities
     of such series for at least six months; or

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


                                       44

<PAGE>


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

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

     (c) The Holders of a majority in aggregate principal amount of the
Securities of each series at the time outstanding may at any time remove the
Trustee with respect to Securities of such series and appoint a successor
trustee with respect to the Securities of such series by delivering to the
Trustee so removed, to the successor trustee so appointed and to the Issuer the
evidence provided for in Section 7.01 of the action in that regard taken by the
Securityholders. If no successor Trustee shall have been so appointed within 60
days after mailing of such notice of removal, the Trustee being removed may
petition, at the expense of the Issuer, any court of competent jurisdiction for
the appointment of a successor Trustee.

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

     SECTION 6.11. Acceptance of Appointment by Successor Trustee. Any
successor trustee appointed as provided in Section 6.10 shall execute and
deliver to the Issuer and to its predecessor trustee an instrument accepting
such appointment hereunder, and thereupon the resignation or removal of the
predecessor trustee with respect to all or any applicable series shall become
effective and such successor trustee, without any further act, deed or
conveyance,


                                       45

<PAGE>


shall become vested with all rights, powers, duties and obligations with
respect to such series of its predecessor hereunder, with like effect as if
originally named as trustee for such series hereunder; but, nevertheless, on
the written request of the Issuer or of the successor trustee, upon payment of
its charges then unpaid, the trustee ceasing to act shall, subject to Section
10.04, pay over to the successor trustee all moneys at the time held by it
hereunder and shall execute and deliver an instrument transferring to such
successor trustee all such rights, powers, duties and obligations. Upon request
of any such successor trustee, the Issuer shall execute any and all instruments
in writing for more fully and certainly vesting in and confirming to such
successor trustee all such rights and powers. Any trustee ceasing to act shall,
nevertheless, retain a prior claim upon all property or funds held or collected
by such trustee to secure any amounts then due it pursuant to the provisions of
Section 6.06.

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

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

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


                                       46

<PAGE>


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

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

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

     SECTION 6.13. Preferential Collection of Claims Against the Issuer.

     This Section intentionally left blank.

     SECTION 6.14. Appointment of Authenticating Agent. As long as any
Securities of a series remain Outstanding, the Trustee may, by an instrument in
writing, appoint with the approval of the Issuer an authenticating agent (the
"Authenticating Agent") which shall be authorized to act on behalf of the


                                       47

<PAGE>


Trustee to authenticate Securities, including Securities issued upon exchange,
registration of transfer, partial redemption or pursuant to Section 2.09.
Securities of each such series authenticated by such Authenticating Agent shall
be entitled to the benefits of this Indenture and shall be valid and obligatory
for all purposes as if authenticated by the Trustee. Whenever reference is made
in this Indenture to the authentication and delivery of Securities of any
series by the Trustee or to the Trustee's Certificate of Authentication, such
reference shall be deemed to include authentication and delivery on behalf of
the Trustee by an Authenticating Agent for such series and a Certificate of
Authentication executed on behalf of the Trustee by such Authenticating Agent.
Such Authenticating Agent shall at all times be a corporation organized and
doing business under the laws of the United States of America or of any State,
authorized under such laws to exercise corporate trust powers, having a
combined capital and surplus of at least $5,000,000 (determined as provided in
Section 6.09 with respect to the Trustee) and subject to supervision or
examination by Federal or State authority.

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

     Upon receiving such a notice of resignation or upon such a termination, or
in case at any time any Authenticating Agent shall cease to be eligible in
accordance with the provisions of this Section 6.14 with respect to one or more
series of Securities, the Trustee shall upon receipt of an Issuer Order appoint
a successor Authenticating Agent and the Issuer shall provide notice of such
appointment to all Holders of Securities of such series in the manner and to
the extent provided in Section 11.04. Any successor Authenticating Agent upon
acceptance of its appointment hereunder shall become vested with all rights,
powers, duties and responsibilities of its predecessor hereunder, with like
effect as if originally named as Authenticating Agent. The Issuer agrees to pay
to the Authenticating Agent for such series from time to time reasonable
compensation. The Authenticating Agent for the Securities of any series shall
have no responsibility or liability for any action taken by it as such at the
direction of the Trustee.


                                       48

<PAGE>


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


                                   ARTICLE 7
                         CONCERNING THE SECURITYHOLDERS

     SECTION 7.01. Evidence of Action Taken by Securityholders. Any request,
demand, authorization, direction, notice, consent, waiver or other action
provided by this Indenture to be given or taken by a specified percentage in
principal amount of the Securityholders of any or all series may be embodied in
and evidenced by one or more instruments of substantially similar tenor signed
by such specified percentage of Securityholders in person or by agent duly
appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments are delivered
to the Trustee. Proof of execution of any instrument or of a writing appointing
any such agent shall be sufficient for any purpose of this Indenture and
(subject to Sections 6.01 and 6.02) conclusive in favor of the Trustee and the
Issuer, if made in the manner provided in this Article.

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

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


                                       49

<PAGE>


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

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

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

     SECTION 7.03. Holders to Be Treated as Owners. The Issuer, the Trustee and
any agent of the Issuer or the Trustee may deem and treat the Person in whose
name any Security shall be registered upon the Security register for such
series as the absolute owner of such Security (whether or not such Security
shall be overdue and notwithstanding any notation of ownership or other writing
thereon) for the purpose of receiving payment of or on account of the principal
of and, subject to the provisions of this Indenture, interest on such Security
and for all other purposes; and neither the Issuer nor the Trustee nor any
agent of the Issuer or the Trustee shall be affected by any notice to the
contrary. The Issuer, the Trustee and any agent of the Issuer or the Trustee
may treat the Holder of any Unregistered Security and the Holder of any Coupon
as the absolute owner of such Unregistered Security or Coupon (whether or not
such Unregistered Security or Coupon shall be overdue) for the purpose of
receiving payment thereof or on account thereof and for all other purposes and
neither the Issuer, the Trustee, nor any agent of the Issuer or the Trustee
shall be affected by any notice to the


                                       50

<PAGE>


contrary. All such payments so made to any such Person, or upon his order,
shall be valid, and, to the extent of the sum or sums so paid, effectual to
satisfy and discharge the liability for moneys payable upon any such
Unregistered Security or Coupon.

     SECTION 7.04. Securities Owned by Issuer Deemed Not Outstanding. In
determining whether the Holders of the requisite aggregate principal amount of
Outstanding Securities of any or all series have concurred in any direction,
consent or waiver under this Indenture, Securities which are owned by the
Issuer or any other obligor on the Securities with respect to which such
determination is being made or by any Person directly or indirectly controlling
or controlled by or under direct or indirect common control with the Issuer or
any other obligor on the Securities with respect to which such determination is
being made shall be disregarded and deemed not to be Outstanding for the
purpose of any such determination, except that for the purpose of determining
whether the Trustee shall be protected in relying on any such direction,
consent or waiver only Securities which a Responsible Officer of the Trustee
actually knows are so owned shall be so disregarded. Securities so owned which
have been pledged in good faith may be regarded as Outstanding if the pledgee
establishes to the satisfaction of the Trustee the pledgee's right so to act
with respect to such Securities and that the pledgee is not the Issuer or any
other obligor upon the Securities or any Person directly or indirectly
controlling or controlled by or under direct or indirect common control with
the Issuer or any other obligor on the Securities. In case of a dispute as to
such right, the advice of counsel shall be full protection in respect of any
decision made by the Trustee in accordance with such advice. Upon request of
the Trustee, the Issuer shall furnish to the Trustee promptly an Officer's
Certificate listing and identifying all Securities, if any, known by the Issuer
to be owned or held by or for the account of any of the above-described
Persons; and, subject to Sections 6.01 and 6.02, the Trustee shall be entitled
to accept such Officer's Certificate as conclusive evidence of the facts
therein set forth and of the fact that all Securities not listed therein are
Outstanding for the purpose of any such determination.

     SECTION 7.05. Right of Revocation of Action Taken. At any time prior to
(but not after) the evidencing to the Trustee, as provided in Section 7.01, of
the taking of any action by the Holders of the percentage in aggregate
principal amount of the Securities of any or all series, as the case may be,
specified in this Indenture in connection with such action, any Holder of a
Security the serial number of which is shown by the evidence to be included
among the serial numbers of the Securities the Holders of which have consented
to such action may, by filing written notice at the Corporate Trust Office and
upon proof of holding as provided in this Article, revoke such action so far as
concerns such Security. Except as aforesaid any such action taken by the Holder
of any Security


                                       51

<PAGE>


shall be conclusive and binding upon such Holder and upon all future Holders
and owners of such Security and of any Securities issued in exchange or
substitution therefor or on registration of transfer thereof, irrespective of
whether or not any notation in regard thereto is made upon any such Security.
Any action taken by the Holders of the percentage in aggregate principal amount
of the Securities of any or all series, as the case may be, specified in this
Indenture in connection with such action shall be conclusively binding upon the
Issuer, the Trustee and the Holders of all the Securities affected by such
action.


                                   ARTICLE 8
                            SUPPLEMENTAL INDENTURES

     SECTION 8.01. Supplemental Indentures Without Consent of Securityholders.
The Issuer, when authorized by a resolution of the Board of Directors (which
resolution may provide general terms or parameters for such action and may
provide that the specific terms of such action may be determined in accordance
with or pursuant to an Issuer Order), and the Trustee may from time to time and
at any time enter into an indenture or indentures supplemental hereto for one
or more of the following purposes:

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

     (b) to evidence the succession of another Person to the Issuer, or
successive successions, and the assumption by the Successor Company of the
covenants, agreements and obligations of the Issuer pursuant to Article 9;

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


                                       52

<PAGE>


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

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

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

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

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

     SECTION 8.02. Supplemental Indentures with Consent of Securityholders.
With the consent (evidenced as provided in Article 7) of the Holders of not
less than a majority in aggregate principal amount of the Securities at the
time Outstanding of each series affected by such supplemental indenture, the
Issuer, when authorized by a resolution of the Board of Directors (which
resolution may provide general terms or parameters for such action and may
provide that the specific terms of such action may be determined in accordance
with or pursuant to an Issuer Order), and the Trustee may, from time to time
and at any time, enter into an indenture or indentures supplemental hereto for
the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Indenture or of any supplemental
indenture or of modifying in any manner the rights of the Holders of the
Securities of such series or of the Coupons appertaining to such Securities;
provided, that no such supplemental indenture


                                       53

<PAGE>


shall (a)(i) modify the final maturity of any Security, (ii) reduce the
principal amount thereof, (iii) reduce the rate or extend the time of payment
of interest thereon, (iv) reduce any amount payable on redemption thereof, (v)
make the principal thereof (including any amount in respect of original issue
discount), or interest thereon payable in any coin or currency other than that
provided in the Securities and Coupons or in accordance with the terms thereof,
(vi) modify or amend any provisions for converting any currency into any other
currency as provided in the Securities or Coupons or in accordance with the
terms thereof, (vii) reduce the amount of the principal of an Original Issue
Discount Security that would be due and payable upon an acceleration of the
maturity thereof pursuant to Section 5.01 or the amount thereof provable in
bankruptcy pursuant to Section 5.02, (viii) modify or amend any provisions
relating to the conversion or exchange of the Securities or Coupons for
securities of the Issuer or of other entities or other property (or the cash
value thereof), including the determination of the amount of securities or
other property (or cash) into which the Securities shall be converted or
exchanged, other than as provided in the antidilution provisions or other
similar adjustment provisions of the Securities or Coupons or otherwise in
accordance with the terms thereof, (ix) alter the provisions of Section 11.11
or 11.12 or impair or affect the right of any Securityholder to institute suit
for the payment thereof or, if the Securities provide therefor, any right of
repayment at the option of the Securityholder, in each case without the consent
of the Holder of each Security so affected, or (b) reduce the aforesaid
percentage of Securities of any series, the consent of the Holders of which is
required for any such supplemental indenture, without the consent of the
Holders of each Security so affected.

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

     Upon the request of the Issuer, accompanied by a copy of a Board
Resolution (which resolution may provide general terms or parameters for such
action and may provide that the specific terms of such action may be determined
in accordance with or pursuant to an Issuer Order) authorizing the execution of
any such supplemental indenture, and upon the filing with the Trustee of
evidence of the consent of the Holders of the Securities as aforesaid and other
documents, if any, required by Section 7.01, the Trustee shall join with the
Issuer in the execution of such supplemental indenture unless such supplemental
indenture affects the Trustee's own rights, duties or immunities under this
Indenture or


                                       54

<PAGE>


otherwise, in which case the Trustee may in its discretion, but shall not be
obligated to, enter into such supplemental indenture.

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

     Promptly after the execution by the Issuer and the Trustee of any
supplemental indenture pursuant to the provisions of this Section, the Trustee
shall, at the expense and direction of the Issuer, give notice thereof (i) if
any Unregistered Securities of a series affected are then Outstanding, to the
Holders thereof, (A) by mail to such Holders who have filed their names and
addresses with the Trustee within the two years preceding the notice at such
addresses as were so furnished to the Trustee and (B) either through the
customary notice provisions of the clearing system or systems through which
beneficial interests in such Unregistered Securities are owned if such
Unregistered Securities are held only in global form or by publication at least
once in an Authorized Newspaper in the Borough of Manhattan, The City of New
York, and at least once in an Authorized Newspaper in London, (ii) if any
Registered Securities of a series affected are then Outstanding, by mailing
notice thereof by first-class mail to the Holders of then Outstanding
Registered Securities of each series affected at their addresses as they shall
appear on the registry books, and in each case such notice shall be prepared by
the Issuer and shall set forth in general terms the substance of such
supplemental indenture. Any failure of the Issuer to give such notice, or any
defect therein, shall not, however, in any way impair or affect the validity of
any such supplemental indenture.

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

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


                                       55

<PAGE>


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


                                   ARTICLE 9
                   CONSOLIDATION, MERGER, SALE OR CONVEYANCE

     SECTION 9.01. Covenant Not to Merge, Consolidate, Sell or Convey Property
Except Under Certain Conditions. The Issuer covenants that it will not merge or
consolidate with or into any other Person or sell, lease or convey all or
substantially all of its assets to any other Person, unless (i) either the
Issuer shall be the continuing Person, or the successor corporation or the
Person which acquires by sale, lease or conveyance substantially all the assets
of the Issuer (if other than the Issuer) (the "Successor Company") shall be a
Person organized under the laws of the United States of America or any State
thereof or the District of Columbia and shall expressly assume the due and
punctual payment of the principal of and interest on all the Securities and
Coupons, if any, according to their tenor, and the due and punctual performance
and observance of all of the covenants and conditions of this Indenture to be
performed or observed by the Issuer, by supplemental indenture satisfactory to
the Trustee, executed and delivered to the Trustee by such Person, and (ii)
immediately after such merger or consolidation, or such sale, lease or
conveyance, no Event of Default has occurred and is continuing.

     SECTION 9.02. Successor Company Substituted. In case of any such
consolidation, merger, sale, lease or conveyance, and following such an
assumption by the Successor Company, such Successor Company shall succeed to
and be substituted for the Issuer, with the same effect as if it had been named
herein. Such Successor Company may cause to be signed, and may issue either in
its own name or in the name of the Issuer prior to such succession any or all
of the Securities issuable hereunder which together with any Coupons
appertaining thereto theretofore shall not have been signed by the Issuer and
delivered to the Trustee; and, upon the order of such Successor Company,
instead of the Issuer,


                                       56

<PAGE>


and subject to all the terms, conditions and limitations in this Indenture
prescribed, the Trustee shall authenticate and shall deliver any Securities
together with any Coupons appertaining thereto which previously shall have been
signed and delivered by the officers of the Issuer to the Trustee for
authentication, and any Securities which such Successor Company thereafter
shall cause to be signed and delivered to the Trustee for that purpose. All of
the Securities so issued together with any Coupons appertaining thereto shall
in all respects have the same legal rank and benefit under this Indenture as
the Securities theretofore or thereafter issued in accordance with the terms of
this Indenture as though all of such Securities had been issued at the date of
the execution hereof.

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

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

     SECTION 9.03. Opinion of Counsel Delivered to Trustee. The Trustee,
subject to the provisions of Sections 6.01 and 6.02, shall receive an Opinion
of Counsel as conclusive evidence that any such consolidation, merger, sale,
lease or conveyance, and any such assumption, and any such liquidation or
dissolution, complies with the applicable provisions of this Indenture.


                                   ARTICLE 10
           SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS

     SECTION 10.01. Satisfaction and Discharge of Indenture. (a) If at any time
(i) the Issuer shall have paid or caused to be paid the principal of and
interest on all the Securities of any series Outstanding hereunder and all
unmatured Coupons appertaining thereto (other than Securities of such series
and Coupons appertaining thereto which have been destroyed, lost or stolen and
which have been replaced or paid as provided in Section 2.09) as and when the
same shall have become due and payable, or (ii) the Issuer shall have delivered
to the Trustee for cancellation all Securities of any series theretofore
authenticated and all unmatured Coupons appertaining thereto (other than any
Securities of such series and Coupons appertaining thereto which shall have
been destroyed, lost or stolen and which shall have been replaced or paid as
provided in Section 2.09) or (iii) in


                                       57

<PAGE>


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


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Trustee for any costs or expenses thereafter reasonably and properly incurred
and to compensate the Trustee for any services thereafter reasonably and
properly rendered by the Trustee in connection with this Indenture or the
Securities of such series.

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

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


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<PAGE>


     sinking fund payments on the dates on which such payments are due and
     payable in accordance with the terms of the Indenture and the Securities
     of such series;

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

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

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

     (c) The Issuer shall be released from its obligations under Sections 3.06
and 9.01 with respect to the Securities of any Series, and any Coupons
appertaining thereto, Outstanding on and after the date the conditions set
forth below are satisfied (hereinafter, "covenant defeasance"). For this
purpose, such covenant defeasance means that, with respect to the Outstanding
Securities of any Series, the Issuer may omit to comply with and shall have no
liability in respect of any term, condition or limitation set forth in such
Sections, whether directly or indirectly by reason of any reference elsewhere
herein to such Sections or by reason of any reference in such Sections to any
other provision herein or in any other document and such omission to comply
shall not constitute an Event of Default under Section 5.01, but the remainder
of this Indenture and such Securities and Coupons shall be unaffected thereby.
The following shall be the conditions to application of this subsection (c) of
this Section 10.01:

          (i) The Issuer has irrevocably deposited or caused to be deposited
     with the Trustee as trust funds in trust for the purpose of making the
     following payments, specifically pledged as security for, and dedicated
     solely to, the benefit of the holders of the Securities of such series and


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<PAGE>


     Coupons appertaining thereto, (A) cash in an amount, or (B) in the case of
     any series of Securities the payments on which may only be made in
     Dollars, U.S. Government Obligations maturing as to principal and interest
     at such times and in such amounts as will insure the availability of cash
     or (C) a combination thereof, sufficient, in the opinion of a nationally
     recognized firm of independent public accountants expressed in a written
     certification thereof delivered to the Trustee, to pay (1) the principal
     and interest on all Securities of such series and Coupons appertaining
     thereto and (2) any mandatory sinking fund payments on the day on which
     such payments are due and payable in accordance with the terms of the
     Indenture and the Securities of such series.

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

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

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

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

          (vi) The Issuer shall have delivered to the Trustee an Officer's
     Certificate and Opinion of Counsel to the effect that the Holders of the
     Securities of such series and Coupons appertaining thereto will not
     recognize income, gain or loss for Federal income tax purposes as a result
     of such covenant defeasance and will be subject to Federal income tax on
     the same amounts, in the same manner and at the same times as would have
     been the case if such covenant defeasance had not occurred.

          (vii) The Issuer shall have delivered to the Trustee an Officer's
     Certificate and an Opinion of Counsel, each stating that all conditions


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<PAGE>


     precedent provided for relating to the covenant defeasance contemplated by
     this provision have been complied with.

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

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

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


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<PAGE>


or cause to be published once, in an Authorized Newspaper in the Borough of
Manhattan, The City of New York and once in an Authorized Newspaper in London,
notice, that such moneys remain and that, after a date specified therein, which
shall not be less than thirty days from the date of such mailing or
publication, any unclaimed balance of such money then remaining will be repaid
to the Issuer.

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


                                   ARTICLE 11
                            MISCELLANEOUS PROVISIONS

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

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

     SECTION 11.03. Successors and Assigns of Issuer Bound by Indenture. All
the covenants, stipulations, promises and agreements in this Indenture


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contained by or in behalf of the Issuer shall bind its successors and assigns,
whether so expressed or not.

     SECTION 11.04. Notices and Demands on Issuer, Trustee and Holders of
Securities and Coupons. Any notice or demand which by any provision of this
Indenture is required or permitted to be given or served by the Trustee or by
the Holders of Securities or Coupons to or on the Issuer may be given or served
by being deposited postage prepaid, first-class mail (except as otherwise
specifically provided herein) addressed (until another address of the Issuer is
filed by the Issuer with the Trustee) to Alliance Capital Management L.P., 1345
Avenue of the Americas, New York, New York 10105, Attention: Chief Financial
Officer and General Counsel. Any notice, direction, request or demand by the
Issuer or any Holder of Securities or Coupons to or upon the Trustee shall be
deemed to have been sufficiently given or served by being deposited postage
prepaid, first-class mail (except as otherwise specifically provided herein)
addressed (until another address of the Trustee is filed by the Trustee with
the Issuer) to The Bank of New York, 101 Barclay Street, New York, New York
10286, Attention: Corporate Trust Administration.

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

     In case, by reason of the suspension of or irregularities in regular mail
service, it shall be impracticable to mail notice to the Issuer when such
notice is required to be given pursuant to any provision of this Indenture,
then any manner of giving such notice as shall be reasonably satisfactory to
the Trustee shall be deemed to be a sufficient giving of such notice.

     SECTION 11.05. Officer's Certificates and Opinions of Counsel; Statements
to Be Contained Therein. Upon any application or demand by the Issuer to the
Trustee to take any action under any of the provisions of this Indenture, the
Issuer shall furnish to the Trustee an Officer's Certificate stating that all
conditions precedent provided for in this Indenture relating to the proposed


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<PAGE>


action have been complied with and an Opinion of Counsel stating that in the
opinion of such counsel all such conditions precedent have been complied with,
except that in the case of any such application or demand as to which the
furnishing of such documents is specifically required by any provision of this
Indenture relating to such particular application or demand, no additional
certificate or opinion need be furnished.

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

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

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


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<PAGE>


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

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

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

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

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

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

     SECTION 11.11. Securities in a Foreign Currency. Unless otherwise
specified in an Officer's Certificate delivered pursuant to Section 2.03 of
this Indenture with respect to a particular series of Securities, whenever for
purposes of this Indenture any action may be taken by the Holders of a
specified percentage in aggregate principal amount of Securities of all series
or all series affected by a particular action at the time Outstanding and, at
such time, there are Outstanding Securities of any series which are denominated
in a coin or currency other than Dollars, then the principal amount of
Securities of such series which shall be deemed to be Outstanding for the
purpose of taking such action shall be that


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<PAGE>


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

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

     SECTION 11.12. Judgment Currency. The Issuer agrees, to the fullest extent
that it may effectively do so under applicable law, that (a) if for the purpose
of obtaining judgment in any court it is necessary to convert the sum due in
respect of the principal of or interest on the Securities of any series (the
"Required Currency") into a currency in which a judgment will be rendered (the
"Judgment Currency"), the rate of exchange used shall be the rate at which in
accordance with normal banking procedures the Trustee could purchase in The
City of New York the Required Currency with the Judgment Currency on the day on
which final unappealable judgment is entered, unless such day is not a New York
Banking Day, then, to the extent permitted by applicable law, the rate of
exchange used shall be the rate at which in accordance with normal banking
procedures the Trustee could purchase in The City of New York the Required
Currency with the Judgment Currency on the New York Banking Day preceding the
day on which final unappealable judgment is entered and (b) its obligations
under this Indenture to make payments in the Required Currency (i) shall not be
discharged or satisfied by any tender, or any recovery pursuant to any judgment
(whether or not entered in accordance with subsection (a)), in any currency
other than the Required Currency, except to the extent that such tender or
recovery shall result in the actual receipt, by the payee, of the full amount
of the Required Currency expressed to be payable in respect of such payments,
(ii) shall be enforceable as an alternative or additional cause of action for
the purpose of recovering in the Required Currency the amount, if any, by which
such actual receipt shall fall short of the full amount of the Required
Currency so expressed to


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<PAGE>


be payable and (iii) shall not be affected by judgment being obtained for any
other sum due under this Indenture. For purposes of the foregoing, "New York
Banking Day" means any day except a Saturday, Sunday or a legal holiday in The
City of New York or a day on which banking institutions in The City of New York
are authorized or required by law or executive order to close.


                                   ARTICLE 12
                   REDEMPTION OF SECURITIES AND SINKING FUNDS

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

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


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<PAGE>


designated for redemption as a whole or in part shall not affect the validity
of the proceedings for the redemption of any other Security of such series.

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

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

     No later than 12:00 p.m., New York City time, on the redemption date
specified in the notice of redemption given as provided in this Section, the
Issuer will deposit with the Trustee or with one or more paying agents (or, if
the Issuer is acting as its own paying agent, set aside, segregate and hold in
trust as provided in Section 3.04) an amount of money or other property
sufficient to redeem on the redemption date all the Securities of such series
so called for redemption at the appropriate redemption price, together with
accrued interest to the date fixed for redemption. The Issuer will deliver to
the Trustee at least 40 days prior to the date fixed for redemption (or such
shorter period as shall be acceptable to the Trustee) an Officer's Certificate
stating the aggregate principal amount of Securities to be redeemed. In case of
a redemption at the election of the Issuer prior to the expiration of any
restriction on such redemption, the Issuer shall deliver to the Trustee, prior
to the giving of any notice of redemption to Holders pursuant to this Section,
an Officer's Certificate stating that such restriction has been complied with.

     If less than all the Securities of a series are to be redeemed, the
Trustee shall select, in such manner as it shall deem appropriate and fair,
Securities of such Series to be redeemed in whole or in part. Securities may be
redeemed in


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part in multiples equal to the minimum authorized denomination for Securities
of such series or any multiple thereof. The Trustee shall promptly notify the
Issuer in writing of the Securities of such series selected for redemption and,
in the case of any Securities of such series selected for partial redemption,
the principal amount thereof to be redeemed. For all purposes of this
Indenture, unless the context otherwise requires, all provisions relating to
the redemption of Securities of any series shall relate, in the case of any
Security redeemed or to be redeemed only in part, to the portion of the
principal amount of such Security which has been or is to be redeemed.

     SECTION 12.03. Payment of Securities Called for Redemption. If notice of
redemption has been given as above provided, the Securities or portions of
Securities specified in such notice shall become due and payable on the date
and at the place stated in such notice at the applicable redemption price,
together with interest accrued to the date fixed for redemption, and on and
after said date (unless the Issuer shall default in the payment of such
Securities at the redemption price, together with interest accrued to said
date) interest on the Securities or portions of Securities so called for
redemption shall cease to accrue, and the unmatured Coupons, if any,
appertaining thereto shall be void, and, except as provided in Sections 6.05
and 10.04, such Securities shall cease from and after the date fixed for
redemption to be entitled to any benefit or security under this Indenture, and
the Holders thereof shall have no right in respect of such Securities except
the right to receive the redemption price thereof and unpaid interest to the
date fixed for redemption. On presentation and surrender of such Securities at
a place of payment specified in said notice, together with all Coupons, if any,
appertaining thereto maturing after the date fixed for redemption, said
Securities or the specified portions thereof shall be paid and redeemed by the
Issuer at the applicable redemption price, together with interest accrued
thereon to the date fixed for redemption; provided that payment of interest
becoming due on or prior to the date fixed for redemption shall be payable in
the case of Securities with Coupons attached thereto, to the Holders of the
Coupons for such interest upon surrender thereof, and in the case of Registered
Securities, to the Holders of such Registered Securities registered as such on
the relevant record date subject to the terms and provisions of Sections 2.03
and 2.07 hereof.

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

     If any Security with Coupons attached thereto is surrendered for
redemption and is not accompanied by all appurtenant Coupons maturing after the


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date fixed for redemption, the surrender of such missing Coupon or Coupons may
be waived by the Issuer and the Trustee, if there be furnished to each of them
such security or indemnity as they may require to save each of them harmless.

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

     SECTION 12.04. Exclusion of Certain Securities from Eligibility for
Selection for Redemption. Securities shall be excluded from eligibility for
selection for redemption if they are identified by registration and certificate
number in an Officer's Certificate delivered to the Trustee at least 40 days
prior to the last date on which notice of redemption may be given as being
owned of record and beneficially by, and not pledged or hypothecated by, the
Issuer.

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

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

     On or before the 60th day next preceding each sinking fund payment date,
the Issuer will deliver to the Trustee an Officer's Certificate (which need not
contain the statements required by Section 11.05) (a) specifying the portion of
the mandatory sinking fund payment to be satisfied by payment of cash and the


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portion to be satisfied by credit of Securities of such series and the basis
for such credit, (b) stating that none of the Securities of such series has
theretofore been so credited, (c) stating that no defaults in the payment of
interest or Events of Default with respect to such series have occurred (which
have not been waived or cured) and are continuing and (d) stating whether or
not the Issuer intends to exercise its right to make an optional sinking fund
payment with respect to such series and, if so, specifying the amount of such
optional sinking fund payment which the Issuer intends to pay on or before the
next succeeding sinking fund payment date. Any Securities of such series to be
credited and required to be delivered to the Trustee in order for the Issuer to
be entitled to credit therefor as aforesaid which have not theretofore been
delivered to the Trustee shall be delivered for cancellation pursuant to
Section 2.10 to the Trustee with such Officer's Certificate (or reasonably
promptly thereafter if acceptable to the Trustee). Such Officer's Certificate
shall be irrevocable and upon its receipt by the Trustee the Issuer shall
become unconditionally obligated to make all the cash payments or payments
therein referred to, if any, on or before the next succeeding sinking fund
payment date. Failure of the Issuer, on or before any such 60th day or 30th
day, if applicable, to deliver such Officer's Certificate and Securities
specified in this paragraph, if any, shall not constitute a default but shall
constitute, on and as of such date, the irrevocable election of the Issuer (i)
that the mandatory sinking fund payment for such series due on the next
succeeding sinking fund payment date shall be paid entirely in cash without the
option to deliver or credit Securities of such series in respect thereof and
(ii) that the Issuer will make no optional sinking fund payment with respect to
such series as provided in this Section.

     If the sinking fund payment or payments (mandatory or optional or both) to
be made in cash on the next succeeding sinking fund payment date plus any
unused balance of any preceding sinking fund payments made in cash shall exceed
$50,000 (or the equivalent thereof in any Foreign Currency) or a lesser sum in
Dollars (or the equivalent thereof in any Foreign Currency) if the Issuer shall
so request with respect to the Securities of any particular series, such cash
shall be applied on the next succeeding sinking fund payment date to the
redemption of Securities of such series at the sinking fund redemption price
together with accrued interest to the date fixed for redemption. If such amount
shall be $50,000 (or the equivalent thereof in any Foreign Currency) or less
and the Issuer makes no such request then it shall be carried over until a sum
in excess of $50,000 (or the equivalent thereof in any Foreign Currency) is
available. The Trustee shall select, in the manner provided in Section 12.02,
for redemption on such sinking fund payment date a sufficient principal amount
of Securities of such series to absorb said cash, as nearly as may be, and
shall (if requested in writing by the Issuer) inform the Issuer of the serial
numbers of the Securities of such series (or portions thereof) so selected.
Securities shall be excluded from eligibility for redemption under this Section
if they are identified by registration and certificate


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number in an Officer's Certificate delivered to the Trustee at least 60 days
prior to the sinking fund payment date as being owned of record and
beneficially by, and not pledged or hypothecated by either (a) the Issuer or
(b) an entity specifically identified in such Officer's Certificate as directly
or indirectly controlling or controlled by or under direct or indirect common
control with the Issuer. The Trustee, in the name and at the expense of the
Issuer (or the Issuer, if it shall so request the Trustee in writing) shall
cause notice of redemption of the Securities of such series to be given in
substantially the manner provided in Section 12.02 (and with the effect
provided in Section 12.03) for the redemption of Securities of such series in
part at the option of the Issuer. The amount of any sinking fund payments not
so applied or allocated to the redemption of Securities of such series shall be
added to the next cash sinking fund payment for such series and, together with
such payment, shall be applied in accordance with the provisions of this
Section. Any and all sinking fund moneys held on the stated maturity date of
the Securities of any particular series (or earlier, if such maturity is
accelerated), which are not held for the payment or redemption of particular
Securities of such series shall be applied, together with other moneys, if
necessary, sufficient for the purpose, to the payment of the principal of, and
interest on, the Securities of such series at maturity.

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

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


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     IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed, and their respective corporate seals to be hereunto affixed and
attested, all as of [ ________ ], 2001.


                                         ALLIANCE CAPITAL MANAGEMENT L.P.
                                         By: Alliance Capital Management
                                             Corporation, its General Partner

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

Attest:

By:
   --------------------------------
   [Assistant Secretary]

                                         The Bank of New York, as Trustee

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

Attest:

By:
   -------------------------------
   [Trust Officer]






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