EXHIBIT 4.0



                      __________________________________________



                            GRAND COURT LIFESTYLES, INC.,
                                        ISSUER

                                          TO

                                THE BANK OF NEW YORK,
                                       TRUSTEE


                                      _________


                                      INDENTURE



                             DATED AS OF OCTOBER 1, 1998




                      __________________________________________

      <PAGE>

                                  TABLE OF CONTENTS


          PARTIES . . . . . . . . . . . . . . . . . . . . . . . . . . .   1

          ARTICLE ONE

               DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION    1
               SECTION 101.  Definitions  . . . . . . . . . . . . . . .   1
                    Act . . . . . . . . . . . . . . . . . . . . . . . .   2
                    Affiliate . . . . . . . . . . . . . . . . . . . . .   2
                    Authenticating Agent  . . . . . . . . . . . . . . .   2
                    Authorized Officer  . . . . . . . . . . . . . . . .   2
                    Board of Directors  . . . . . . . . . . . . . . . .   2
                    Board Resolution  . . . . . . . . . . . . . . . . .   2
                    Business Day  . . . . . . . . . . . . . . . . . . .   2
                    Commission  . . . . . . . . . . . . . . . . . . . .   2
                    Company . . . . . . . . . . . . . . . . . . . . . .   2
                    Company Order or Company Request  . . . . . . . . .   2
                    Corporate Trust Office  . . . . . . . . . . . . . .   3
                    corporation . . . . . . . . . . . . . . . . . . . .   3
                    Defaulted Interest  . . . . . . . . . . . . . . . .   3
                    Discount Security . . . . . . . . . . . . . . . . .   3
                    Dollar or $ . . . . . . . . . . . . . . . . . . . .   3
                    Eligible Obligations  . . . . . . . . . . . . . . .   3
                    Event of Default  . . . . . . . . . . . . . . . . .   3
                    Exchange Act  . . . . . . . . . . . . . . . . . . .   3
                    Government Obligations  . . . . . . . . . . . . . .   3
                    Holder  . . . . . . . . . . . . . . . . . . . . . .   3
                    Indenture . . . . . . . . . . . . . . . . . . . . .   3
                    interest  . . . . . . . . . . . . . . . . . . . . .   4
                    Interest Payment Date . . . . . . . . . . . . . . .   4
                    Maturity  . . . . . . . . . . . . . . . . . . . . .   4
                    Notice of Default . . . . . . . . . . . . . . . . .   4
                    Officer's Certificate . . . . . . . . . . . . . . .   4
                    Opinion of Counsel  . . . . . . . . . . . . . . . .   4
                    Outstanding . . . . . . . . . . . . . . . . . . . .   4
                    Paying Agent  . . . . . . . . . . . . . . . . . . .   5
                    Periodic Offering . . . . . . . . . . . . . . . . .   5
                    Person  . . . . . . . . . . . . . . . . . . . . . .   6
                    Place of Payment  . . . . . . . . . . . . . . . . .   6
                    Predecessor Security  . . . . . . . . . . . . . . .   6
                    Redemption Date . . . . . . . . . . . . . . . . . .   6
                    Redemption Price  . . . . . . . . . . . . . . . . .   6
                    Regular Record Date . . . . . . . . . . . . . . . .   6
                    Required Currency . . . . . . . . . . . . . . . . .   6
                    Responsible Officer . . . . . . . . . . . . . . . .   6
                    Securities  . . . . . . . . . . . . . . . . . . . .   6
                    Security Register and Security Registrar  . . . . .   6
                    Special Record Date . . . . . . . . . . . . . . . .   6
                    Stated Interest Rate  . . . . . . . . . . . . . . .   6
                    Stated Maturity . . . . . . . . . . . . . . . . . .   7
                    Tranche . . . . . . . . . . . . . . . . . . . . . .   7
                    Trustee . . . . . . . . . . . . . . . . . . . . . .   7
                    Trust Indenture Act . . . . . . . . . . . . . . . .   7
                    United States . . . . . . . . . . . . . . . . . . .   7
               SECTION 102.   Compliance Certificates and Opinions  . .   7
               SECTION 103.   Form of Documents Delivered to Trustee  .   8
               SECTION 104.   Acts of Holders . . . . . . . . . . . . .   9
               SECTION 105.   Notices, Etc. to Trustee or Company . . .  10
               SECTION 106.   Notice to Holders of Securities; Waiver .  11
               SECTION 107.   Conflict with Trust Indenture Act . . . .  12
               SECTION 108.   Effect of Headings and Table of
                              Contents  . . . . . . . . . . . . . . . .  12
               SECTION 109.   Successors and Assigns  . . . . . . . . .  12
               SECTION 110.   Separability Clause . . . . . . . . . . .  12
               SECTION 111.   Benefits of Indenture . . . . . . . . . .  12
               SECTION 112.   Governing Law . . . . . . . . . . . . . .  12
               SECTION 113.   Legal Holidays  . . . . . . . . . . . . .  12

          ARTICLE TWO

                                    SECURITY FORMS  . . . . . . . . . .  13
               SECTION 201.   Forms Generally . . . . . . . . . . . . .  13
               SECTION 202.   Form of Trustee's Certificate of
                              Authentication  . . . . . . . . . . . . .  13

          ARTICLE THREE

                                    THE SECURITIES  . . . . . . . . . .  14
               SECTION 301.   Amount Unlimited; Issuable in Series  . .  14
               SECTION 302.   Denominations . . . . . . . . . . . . . .  17
               SECTION 303.   Execution, Authentication, Delivery and
                              Dating  . . . . . . . . . . . . . . . . .  17
               SECTION 304.   Temporary Securities  . . . . . . . . . .  19
               SECTION 305.   Registration, Registration of Transfer
                              and Exchange  . . . . . . . . . . . . . .  20
               SECTION 306.   Mutilated, Destroyed, Lost and Stolen
                              Securities  . . . . . . . . . . . . . . .  21
               SECTION 307.   Payment of Interest; Interest Rights
                              Preserved . . . . . . . . . . . . . . . .  22
               SECTION 308.   Persons Deemed Owners . . . . . . . . . .  23
               SECTION 309.   Cancellation  . . . . . . . . . . . . . .  23
               SECTION 310.   Computation of Interest . . . . . . . . .  23
               SECTION 311.   Payment to Be in Proper Currency  . . . .  23
               SECTION 312.   CUSIP Numbers . . . . . . . . . . . . . .  24

          ARTICLE FOUR

                               REDEMPTION OF SECURITIES . . . . . . . .  24
               SECTION 401.   Applicability of Article  . . . . . . . .  24
               SECTION 402.   Election to Redeem; Notice to Trustee . .  24
               SECTION 403.   Selection of Securities to Be Redeemed  .  24
               SECTION 404.   Notice of Redemption. . . . . . . . . . .  25
               SECTION 405.   Securities Payable on Redemption Date . .  26
               SECTION 406.   Securities Redeemed in Part . . . . . . .  26

          ARTICLE FIVE

                                    SINKING FUNDS . . . . . . . . . . .  27
               SECTION 501.   Applicability of Article  . . . . . . . .  27
               SECTION 502.   Satisfaction of Sinking Fund Payments
                              with Securities . . . . . . . . . . . . .  27
               SECTION 503.   Redemption of Securities for Sinking
                              Fund  . . . . . . . . . . . . . . . . . .  27

          ARTICLE SIX

                                      COVENANTS . . . . . . . . . . . .  28
               SECTION 601.   Payment of Principal, Premium and
                              Interest  . . . . . . . . . . . . . . . .  28
               SECTION 602.   Maintenance of Office or Agency . . . . .  28
               SECTION 603.   Money for Securities Payments to Be Held
                              in Trust  . . . . . . . . . . . . . . . .  29
               SECTION 604.   Corporate Existence . . . . . . . . . . .  30
               SECTION 605.   Annual Officer's Certificate  . . . . . .  30
               SECTION 606.   Waiver of Certain Covenants . . . . . . .  30
               SECTION 607.   Calculation of the Original Issue
                              Discount  . . . . . . . . . . . . . . . .  31

          ARTICLE SEVEN

                              SATISFACTION AND DISCHARGE  . . . . . . .  31
               SECTION 701.   Satisfaction and Discharge of
                              Securities  . . . . . . . . . . . . . . .  31
               SECTION 702.   Satisfaction and Discharge of Indenture .  33
               SECTION 703.   Application of Trust Money  . . . . . . .  34

          ARTICLE EIGHT

                             EVENTS OF DEFAULT; REMEDIES  . . . . . . .  34
               SECTION 801.   Events of Default . . . . . . . . . . . .  34
               SECTION 802.   Acceleration of Maturity; Rescission and
                              Annulment . . . . . . . . . . . . . . . .  35
               SECTION 803.   Collection of Indebtedness and Suits for
                              Enforcement by Trustee  . . . . . . . . .  36
               SECTION 804.   Trustee May File Proofs of Claim  . . . .  36
               SECTION 805.   Trustee May Enforce Claims Without
                              Possession of Securities  . . . . . . . .  37
               SECTION 806.   Application of Money Collected  . . . . .  37
               SECTION 807.   Limitation on Suits . . . . . . . . . . .  37
               SECTION 808.   Unconditional Right of Holders to
                              Receive Principal, Premium and Interest .  38
               SECTION 809.   Restoration of Rights and Remedies  . . .  38
               SECTION 810.   Rights and Remedies Cumulative  . . . . .  39
               SECTION 811.   Delay or Omission Not Waiver  . . . . . .  39
               SECTION 812.   Control by Holders of Securities  . . . .  39
               SECTION 813.   Waiver of Past Defaults . . . . . . . . .  39
               SECTION 814.   Undertaking for Costs . . . . . . . . . .  40
               SECTION 815.   Waiver of Usury, Stay or Extension Laws .  40

          ARTICLE NINE

                                     THE TRUSTEE  . . . . . . . . . . .  40
               SECTION 901.   Certain Duties and Responsibilities . . .  40
               SECTION 902.   Notice of Defaults  . . . . . . . . . . .  41
               SECTION 903.   Certain Rights of Trustee . . . . . . . .  42
               SECTION 904.   Not Responsible for Recitals or Issuance
                              of Securities . . . . . . . . . . . . . .  43
               SECTION 905.   May Hold Securities . . . . . . . . . . .  43
               SECTION 906.   Money Held in Trust . . . . . . . . . . .  43
               SECTION 907.   Compensation and Reimbursement  . . . . .  43
               SECTION 908.   Disqualification; Conflicting Interests .  44
               SECTION 909.   Corporate Trustee Required; Eligibility .  44
               SECTION 910.   Resignation and Removal; Appointment of
                              Successor . . . . . . . . . . . . . . . .  45
               SECTION 911.   Acceptance of Appointment by Successor  .  46
               SECTION 912.   Merger, Conversion, Consolidation or
                              Succession to Business  . . . . . . . . .  47
               SECTION 913.   Preferential Collection of Claims
                              Against Company . . . . . . . . . . . . .  48
               SECTION 914.   Appointment of Authenticating Agent . . .  48
               SECTION 915.   Co-trustee and Separate Trustees. . . . .  49

          ARTICLE TEN

                  HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY . .  51
               SECTION 1001.  Lists of Holders. . . . . . . . . . . . .  51
               SECTION 1002.  Reports by Trustee and Company. . . . . .  51

          ARTICLE ELEVEN

                 CONSOLIDATION, MERGER, CONVEYANCE, OR OTHER TRANSFER .  51
               SECTION 1101.  Company May Consolidate, Etc., Only on
                              Certain Terms . . . . . . . . . . . . . .  51
               SECTION 1102.  Successor Person Substituted  . . . . . .  52
               SECTION 1103.  Merger into Company . . . . . . . . . . .  52

          ARTICLE TWELVE

                               SUPPLEMENTAL INDENTURES  . . . . . . . .  52
               SECTION 1201.  Supplemental Indentures Without Consent
                              of Holders  . . . . . . . . . . . . . . .  52
               SECTION 1202.  Supplemental Indentures With Consent of
                              Holders . . . . . . . . . . . . . . . . .  54
               SECTION 1203.  Execution of Supplemental Indentures  . .  55
               SECTION 1204.  Effect of Supplemental Indentures . . . .  56
               SECTION 1205.  Conformity With Trust Indenture Act . . .  56
               SECTION 1206.  Reference in Securities to Supplemental
                              Indentures  . . . . . . . . . . . . . . .  56
               SECTION 1207.  Modification Without Supplemental
                              Indenture . . . . . . . . . . . . . . . .  56

          ARTICLE THIRTEEN

                     MEETINGS OF HOLDERS; ACTION WITHOUT MEETING  . . .  57
               SECTION 1301.  Purposes for Which Meetings May Be
                              Called  . . . . . . . . . . . . . . . . .  57
               SECTION 1302.  Call, Notice and Place of Meetings  . . .  57
               SECTION 1303.  Persons Entitled to Vote at Meetings  . .  57
               SECTION 1304.  Quorum; Action  . . . . . . . . . . . . .  58
               SECTION 1305.  Attendance at Meetings; Determination of
                              Voting Rights;
                              Conduct and Adjournment of Meetings . . .  58
               SECTION 1306.  Counting Votes and Recording Action of
                              Meetings  . . . . . . . . . . . . . . . .  59
               SECTION 1307.  Action Without Meeting  . . . . . . . . .  60

          ARTICLE FOURTEEN  . . . . . . . . . . . . . . . . . . . . . .  60

          IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND
               DIRECTORS  . . . . . . . . . . . . . . . . . . . . . . .  60
               SECTION 1401.  Liability Solely Corporate  . . . . . . .  60

          Testimonium . . . . . . . . . . . . . . . . . . . . . . . . .  61

          Signatures  . . . . . . . . . . . . . . . . . . . . . . . . .  61


      <PAGE>

                             GRAND COURT LIFESTYLES, INC.

              Reconciliation and tie between Trust Indenture Act of 1939
                      and Indenture, dated as of October 1, 1998

           Trust Indenture Act Section               Indenture
                                                     Section

           S.310 (a)(1) . . . . . . . . . .          909
                 (a)(2) . . . . . . . . . .          909
                 (a)(3) . . . . . . . . . .          915
                 (a)(4) . . . . . . . . . .          Not Applicable
                 (b)  . . . . . . . . . . .          908
                                                     910
           S.311 (a)  . . . . . . . . . . .          913
                 (b)  . . . . . . . . . . .          913
                 (c)  . . . . . . . . . . .          Not Applicable
           S.312 (a)  . . . . . . . . . . .          1001
                 (b)  . . . . . . . . . . .          1001
                 (c)  . . . . . . . . . . .          1001
           S.313 (a)  . . . . . . . . . . .          1002
                 (b)(1) . . . . . . . . . .          Not Applicable
                 (b)(2) . . . . . . . . . .          1002
                 (c)  . . . . . . . . . . .          1002
                 (d)  . . . . . . . . . . .          1002
           S.314 (a)  . . . . . . . . . . .          1002
                 (a)(4) . . . . . . . . . .          605
                 (b)  . . . . . . . . . . .          Not Applicable
                 (c)(1) . . . . . . . . . .          102
                 (c)(2) . . . . . . . . . .          102
                 (c)(3) . . . . . . . . . .          Not Applicable
                 (d)  . . . . . . . . . . .          Not Applicable
                 (e)  . . . . . . . . . . .          102
           S.315 (a)  . . . . . . . . . . .          901(a)
                 (b)  . . . . . . . . . . .          902
                 (c)  . . . . . . . . . . .          901(b)
                 (d)  . . . . . . . . . . .          901(c)
                 (d)(1) . . . . . . . . . .          901(a)(1), 901(c)(1)
                 (d)(2) . . . . . . . . . .          901(c)(2)
                 (d)(3) . . . . . . . . . .          901(c)(3)
                 (e)  . . . . . . . . . . .          814
           S.316 (a)  . . . . . . . . . . .          812
                                                     813
                 (a)(1)(A)  . . . . . . . .          802
                                                     812
                 (a)(1)(B)  . . . . . . . .          813
                 (a)(2) . . . . . . . . . .          Not Applicable
                 (b)  . . . . . . . . . . .          808
           S.317 (a)(1) . . . . . . . . . .          803
                 (a)(2) . . . . . . . . . .          804
                 (b)  . . . . . . . . . . .          603
           S.318 (a)  . . . . . . . . . . .          107




      <PAGE>




                    INDENTURE, dated as of October 1, 1998 among GRAND
          COURT LIFESTYLES, INC., a corporation duly organized and existing
          under the laws of the State of Delaware (herein called the
          "Company"), having its principal office at 2650 North Military
          Trail, Suite 350, Boca Raton, Florida  33431, and THE BANK OF NEW
          YORK, a New York banking corporation, having its principal
          corporate trust office at 101 Barclay Street, New York, New York 
          10286, as Trustee (herein called the "Trustee").

                                RECITAL OF THE COMPANY

                    The Company has duly authorized the execution and
          delivery of this Indenture to provide for the issuance from time
          to time of its unsecured debentures, notes or other evidences of
          indebtedness (herein called the "Securities"), to be issued in
          one or more series as contemplated herein; and all acts necessary
          to make this Indenture a valid agreement of the Company, in
          accordance with its terms, have been performed.

                    NOW, THEREFORE, THIS INDENTURE WITNESSETH:

                    For and in consideration of the premises and the
          purchase of the Securities by the Holders thereof, it is mutually
          covenanted and agreed, for the equal and proportionate benefit of
          all Holders of the Securities or of series thereof (except as
          otherwise contemplated herein), as follows:


                                     ARTICLE ONE

               Definitions and Other Provisions of General Application

          SECTION 101.  DEFINITIONS.

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

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

                         (b)  all terms used herein which are defined in
                    the Trust Indenture Act, either directly or by
                    reference therein, have the meanings assigned to them
                    therein;

                         (c)  all accounting terms not otherwise defined
                    herein have the meanings assigned to them in accordance
                    with generally accepted accounting principles in the
                    United States of America, and, except as otherwise
                    herein expressly provided, the term "generally accepted
                    accounting principles" with respect to any computation
                    required or permitted hereunder shall mean such
                    accounting principles as are generally accepted in the
                    United States of America at the date of such
                    computation;

                         (d)  any reference to an "Article" or a "Section"
                    refers to an Article or a Section, as the case may be,
                    of this Indenture; and

                         (e)  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.

                    Certain terms, used principally in Article Nine, are
          defined in that Article.

                    "ACT", when used with respect to any Holder of a
          Security, has the meaning specified in Section 104.

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

                    "AUTHENTICATING AGENT" means any Person or Persons
          authorized by the Trustee to act on behalf of the Trustee to
          authenticate the Securities of one or more series.

                    "AUTHORIZED OFFICER" means the Chairman of the Board,
          the President, any Vice President, the Treasurer, the Secretary
          or any other Person duly authorized by the Company to act in
          respect of matters relating to this Indenture.

                    "BOARD OF DIRECTORS" means either the board of
          directors of the Company or any committee of that board duly
          authorized to act in respect of matters relating to this
          Indenture.

                    "BOARD RESOLUTION" means a copy of a resolution
          certified by the Secretary or an Assistant Secretary of the
          Company to have been duly adopted by the Board of Directors of
          the Company and to be in full force and effect on the date of
          such certification, and delivered to the Trustee.

                    "BUSINESS DAY", when used with respect to a Place of
          Payment or any other particular location specified in the
          Securities or this Indenture, means any day, other than a
          Saturday or Sunday, which is not a day on which banking
          institutions or trust companies in such Place of Payment or other
          location are generally authorized or required by law, regulation
          or executive order to remain closed, except as may be otherwise
          specified as contemplated by Section 301.

                    "COMMISSION" means the Securities and Exchange
          Commission, as from time to time constituted, created under the
          Exchange Act, or, if at any time after the date of 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, if any, performing such duties at
          such time.

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

                    "COMPANY ORDER" or "COMPANY REQUEST" mean,
          respectively, a written order or request, as the case may be,
          signed in the name of the Company by an Authorized Officer and
          delivered to the Trustee.

                    "CORPORATE TRUST OFFICE" means the office of the
          Trustee at which at any particular time its corporate trust
          business shall be principally administered, which office at the
          date of execution of this Indenture is located at 101 Barclay
          Street 12 East, New York, New York 10286, Attention:  Corporate
          Trust Administration.

                    "CORPORATION" means a corporation, association,
          company, joint stock company or business trust.

                    "DEFAULTED INTEREST" has the meaning specified in
          Section 307.

                    "DISCOUNT SECURITY" means any Security which provides
          for an amount less than the principal amount thereof to be due
          and payable upon a declaration of acceleration of the Maturity
          thereof pursuant to Section 802.

                    "DOLLAR" or "$" means a dollar or other equivalent unit
          in such coin or currency of the United States of America as at
          the time shall be legal tender for the payment of public and
          private debts.

                    "ELIGIBLE OBLIGATIONS" means:

                         (a)  with respect to Securities denominated in
                    Dollars, Government Obligations; or

                         (b)  with respect to Securities denominated in a
                    currency other than Dollars or in a composite currency,
                    such other obligations or instruments as shall be
                    specified with respect to such Securities, as
                    contemplated by Section 301.

                    "EVENT OF DEFAULT" has the meaning specified in Section
          801.

                    "EXCHANGE ACT" means the Securities Exchange Act of
          1934 and the rules and regulations promulgated thereunder, as
          amended from time to time.

                    "GOVERNMENT OBLIGATIONS" means securities which are (a)
          (i) direct obligations of the United States where the payment or
          payments thereunder are supported by the full faith and credit of
          the United States or (ii) obligations of a Person controlled or
          supervised by and acting as an agency or instrumentality of the
          United States where the timely payment or payments thereunder are
          unconditionally guaranteed as a full faith and credit obligation
          by the United States or (b) depository receipts issued by a bank
          (as defined in Section 3(a)(2) of the Securities Act) as
          custodian with respect to any such Government Obligation or a
          specific payment of interest on or principal of or other amount
          with respect to any such Government Obligation held by such
          custodian for the account of the holder of a depository receipt,
          provided that (except as required by law) such custodian is not
          authorized to make any deduction from the amount payable to the
          holder of such depository receipt from any amount received by the
          custodian in respect of the Government Obligation or the specific
          payment of interest on or principal of or other amount with
          respect to the Government Obligation evidenced by such depository
          receipt.

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

                    "INDENTURE" means this instrument as originally
          executed and as it may from time to time be supplemented or
          amended by one or more indentures supplemental hereto entered
          into pursuant to the applicable provisions hereof, including, for
          all purposes of this instrument and any such supplemental
          indenture, the provisions of the Trust Indenture Act that are
          deemed to be a part of and govern this Indenture and any such
          supplemental indenture, respectively.  The term "Indenture" shall
          also include the terms of particular series of Securities
          established as contemplated by Section 301.

                    "INTEREST", when used with respect to a Discount
          Security which by its terms bears interest only after Maturity,
          means interest payable after Maturity.

                    "INTEREST PAYMENT DATE", when used with respect to any
          Security, means the Stated Maturity of an installment of interest
          on such Security.

                    "MATURITY", when used with respect to any Security,
          means the date on which the principal of such Security or an
          installment of principal becomes due and payable as provided in
          such Security or in this Indenture, whether at the Stated
          Maturity, by declaration of acceleration, upon call for
          redemption or otherwise.

                    "NOTICE OF DEFAULT" means a written notice of the kind
          specified in Section 801(b).

                    "OFFICER'S CERTIFICATE" means a certificate signed by
          an Authorized Officer of the Company and who shall be acceptable
          to the Trustee.

                    "OPINION OF COUNSEL" means a written opinion of
          counsel, who may be counsel for the Company, and who shall be
          acceptable to the Trustee.

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

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

                         (b)  Securities deemed to have been paid for all
                    purposes of this Indenture in accordance with Section
                    701 (whether or not the Company's indebtedness in
                    respect thereof shall be satisfied and discharged for
                    any other purpose); and

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

          provided, however, that in determining whether or not the Holders
          of the requisite principal amount of the Securities Outstanding
          under this Indenture, or the Outstanding Securities of any series
          or Tranche, have given any request, demand, authorization,
          direction, notice, consent or waiver hereunder or whether or not
          a quorum is present at a meeting of Holders of Securities,

                         (x) Securities owned by the Company or any other
                    obligor upon the Securities or any Affiliate of the
                    Company or of such other obligor (unless the Company,
                    such Affiliate or such obligor owns all Securities
                    Outstanding under this Indenture, or all Outstanding
                    Securities of each such series and each such Tranche,
                    as the case may be, determined without regard to this
                    clause (x)) shall be disregarded and deemed not to be
                    Outstanding, except that, in determining whether the
                    Trustee shall be protected in relying upon any such
                    request, demand, authorization, direction, notice,
                    consent or waiver or upon any such determination as to
                    the presence of a quorum, only Securities which a
                    Responsible Officer of the Trustee actually knows to be
                    so owned shall be so disregarded; provided, however,
                    that Securities so owned which have been pledged in
                    good faith may be regarded as Outstanding if it is
                    established to the reasonable satisfaction of the
                    Trustee that the pledgee, and not the Company, or any
                    such other obligor or Affiliate of either thereof, has
                    the right so to act with respect to such Securities and
                    that the pledgee is not the Company or any other
                    obligor upon the Securities or any Affiliate of the
                    Company or of such other obligor;

                         (y) the principal amount of a Discount Security
                    that shall be deemed to be Outstanding for such
                    purposes shall be the amount of the principal thereof
                    that would be due and payable as of the date of such
                    determination upon a declaration of acceleration of the
                    Maturity thereof pursuant to Section 802; and

                         (z) the principal amount of any Security which is
                    denominated in a currency other than Dollars or in a
                    composite currency that shall be deemed to be
                    Outstanding for such purposes shall be the amount of
                    Dollars which could have been purchased by the
                    principal amount (or, in the case of a Discount
                    Security, the Dollar equivalent on the date determined
                    as set forth below of the amount determined as provided
                    in (y) above) of such currency or composite currency
                    evidenced by such Security, in each such case certified
                    to the Trustee in an Officer's Certificate, based (i)
                    on the average of the mean of the buying and selling
                    spot rates quoted by three banks which are members of
                    the New York Clearing House Association selected by the
                    Company in effect at 11:00 A.M. (New York time) in The
                    City of New York on the fifth Business Day preceding
                    any such determination or (ii) if on such fifth
                    Business Day it shall not be possible or practicable to
                    obtain such quotations from such three banks, on such
                    other quotations or alternative methods of
                    determination which shall be as consistent as
                    practicable with the method set forth in (i) above;

          provided, further, that in the case of any Security the principal
          of which is payable from time to time without presentment or
          surrender, the principal amount of such Security that shall be
          deemed to be Outstanding at any time for all purposes of this
          Indenture shall be the original principal amount thereof less the
          aggregate amount of principal thereof theretofore paid.

                    "PAYING AGENT" means any Person, including the Company,
          authorized by the Company to pay the principal of, and premium,
          if any, or interest, if any, on any Securities on behalf of the
          Company.

                    "PERIODIC OFFERING" means an offering of Securities of
          a series from time to time any or all of 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 Company or its agents from
          time to time subsequent to the initial request for the
          authentication and delivery of such Securities by the Trustee, as
          contemplated in Section 301 and clause (b) of Section 303.

                    "PERSON" means any individual, corporation,
          partnership, limited liability company, joint venture, trust or
          unincorporated organization or any government or any political
          subdivision, instrumentality or agency thereof.

                    "PLACE OF PAYMENT", when used with respect to the
          Securities of any series, or Tranche thereof, means the place or
          places, specified as contemplated by Section 301, at which,
          subject to Section 602, principal of and premium, if any, and
          interest, if any, on the Securities of such series or Tranche are
          payable.

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

                    "REDEMPTION DATE", when used with respect to any
          Security to be redeemed, means the date fixed for such redemption
          by or pursuant to this Indenture.

                    "REDEMPTION PRICE", when used with respect to any
          Security to be redeemed, means the price at which it is to be
          redeemed pursuant to this Indenture.

                    "REGULAR RECORD DATE" for the interest payable on any
          Interest Payment Date on the Securities of any series means the
          date specified for that purpose as contemplated by Section 301.

                    "REQUIRED CURRENCY" has the meaning specified in
          Section 311.

                    "RESPONSIBLE OFFICER", when used with respect to the
          Trustee, means any officer within the Corporate Trust Office of
          the Trustee including, without limitation, any vice president,
          any assistant vice president, any assistant secretary, any
          assistant treasurer, any corporate trust officer, or any other
          officer of the Trustee customarily performing functions similar
          to those performed by any of the above designated officers also
          means, with respect to a particular corporate trust matter, any
          other officer of the Trustee to whom such matter is referred
          because of his knowledge of and familiarity with the particular
          subject.

                    "SECURITIES" has the meaning stated in the first
          recital of this Indenture and more particularly means any
          securities authenticated and delivered under this Indenture.

                    "SECURITIES ACT" means the Securities Act of 1933, and
          the rules and regulations promulgated thereunder, as amended from
          time to time.

                    "SECURITY REGISTER" and "SECURITY REGISTRAR" have the
          respective meanings specified in Section 305.

                    "SPECIAL RECORD DATE" for the payment of any Defaulted
          Interest on the Securities of any series means a date fixed by
          the Trustee pursuant to Section 307.

                    "STATED INTEREST RATE" means a rate (whether fixed or
          variable) at which an obligation by its terms is stated to bear
          simple interest.  Any calculation or other determination to be
          made under this Indenture by reference to the Stated Interest
          Rate on a Security shall be made without regard to the effective
          interest cost to the Company of such Security and without regard
          to the Stated Interest Rate on, or the effective cost to the
          Company of, any other indebtedness the Company's obligations in
          respect of which are evidenced or secured in whole or in part by
          such Security.

                    "STATED MATURITY", when used with respect to any
          Security or any obligation or any installment of principal
          thereof or interest thereon, means the date on which the
          principal of such obligation or such installment of principal or
          interest is stated to be due and payable (without regard to any
          provisions for redemption, prepayment, acceleration, purchase or
          extension).

                    "TRANCHE" means a group of Securities which (a) are of
          the same series and (b) have identical terms except as to
          principal amount and/or date of issuance.

                    "TRUSTEE" means the Person named as the "Trustee" in
          the first paragraph of this Indenture until a successor Trustee
          shall have become such with respect to one or more series of
          Securities pursuant to the applicable provisions of this
          Indenture, and thereafter "Trustee" shall 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 Securities of that series.

                    "TRUST INDENTURE ACT" means, as of any time, the Trust
          Indenture Act of 1939 as in force at such time.

                    "UNITED STATES" means the United States of America, its
          territories, its possessions and other areas subject to its
          jurisdiction.

          SECTION 102.  COMPLIANCE CERTIFICATES AND OPINIONS.

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

                    Every certificate or opinion with respect to compliance
          with a condition or covenant provided for in this Indenture shall
          include:

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

                         (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 each such
                    individual, 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, in the opinion of
                    each such individual, such condition or covenant has
                    been complied with.

          SECTION 103.  FORM OF DOCUMENTS DELIVERED TO TRUSTEE.

                    (a)  Any Officer's Certificate may be based (without
          further examination or investigation), insofar as it relates to
          or is dependent upon legal matters, upon an opinion of, or
          representations by, counsel, unless, in any case, such officer
          has actual knowledge that the certificate or opinion or
          representations with respect to the matters upon which such
          Officer's Certificate may be based as aforesaid are erroneous.

                    Any Opinion of Counsel may be based (without further
          examination or investigation), insofar as it relates to or is
          dependent upon factual matters, information with respect to which
          is in the possession of the Company, upon a certificate of, or
          representations by, an officer or officers of the Company unless
          such counsel has actual knowledge that the certificate or opinion
          or representations with respect to the matters upon which his
          opinion may be based as aforesaid are erroneous.  In addition,
          any Opinion of Counsel may be based (without further examination
          or investigation), insofar as it relates to or is dependent upon
          matters covered in an Opinion of Counsel rendered by other
          counsel, upon such other Opinion of Counsel, unless such counsel
          has actual knowledge that the Opinion of Counsel rendered by such
          other counsel with respect to the matters upon which his Opinion
          of Counsel may be based as aforesaid are erroneous.  If, in order
          to render any Opinion of Counsel provided for herein, the signer
          thereof shall deem it necessary that additional facts or matters
          be stated in any Officer's Certificate provided for herein, then
          such certificate may state all such additional facts or matters
          as the signer of such Opinion of Counsel may request.

                    (b)  In any case where several matters are required to
          be certified by, or covered by an opinion of, any specified
          Person, it is not necessary that all such matters be certified
          by, or covered by the opinion of, only one such Person, or that
          they be so certified or covered by only one document, but one
          such Person may certify or give an opinion with respect to some
          matters and one or more other such Persons as to other matters,
          and any such Person may certify or give an opinion as to such
          matters in one or several documents.  Where (i) any Person is
          required to make, give or execute two or more applications,
          requests, consents, certificates, statements, opinions or other
          instruments under this Indenture, or (ii) two or more Persons are
          each required to make, give or execute any such application,
          request, consent, certificate, statement, opinion or other
          instrument, any such applications, requests, consents,
          certificates, statements, opinions or other instruments may, but
          need not, be consolidated and form one instrument.

                    (c)  Whenever, subsequent to the receipt by the Trustee
          of any Board Resolution, Officer's Certificate, Opinion of
          Counsel or other document or instrument, a clerical,
          typographical or other inadvertent or unintentional error or
          omission shall be discovered therein, a new document or
          instrument may be substituted therefor in corrected form with the
          same force and effect as if originally filed in the corrected
          form and, irrespective of the date or dates of the actual
          execution and/or delivery thereof, such substitute document or
          instrument shall be deemed to have been executed and/or delivered
          as of the date or dates required with respect to the document or
          instrument for which it is substituted.  Anything in this
          Indenture to the contrary notwithstanding, if any such corrective
          document or instrument indicates that action has been taken by or
          at the request of the Company which could not have been taken had
          the original document or instrument not contained such error or
          omission, the action so taken shall not be invalidated or
          otherwise rendered ineffective but shall be and remain in full
          force and effect, except to the extent that such action was a
          result of willful misconduct or bad faith.  Without limiting the
          generality of the foregoing, any Securities issued under the
          authority of such defective document or instrument shall
          nevertheless be the valid obligations of the Company entitled to
          the benefits of this Indenture equally and ratably with all other
          Outstanding Securities, except as aforesaid.

          SECTION 104.  ACTS OF HOLDERS.

                    (a)  Any request, demand, authorization, direction,
          notice, consent, election, waiver or other action  provided by
          this Indenture to be made, given or taken by Holders may be
          embodied in and evidenced by one or more instruments of
          substantially similar tenor signed by such Holders in person or
          by an agent duly appointed in writing or, alternatively, may be
          embodied in and evidenced by the record of Holders voting in
          favor thereof, either in person or by proxies duly appointed in
          writing, at any meeting of Holders duly called and held in
          accordance with the provisions of Article Thirteen, or a
          combination of such instruments and any such record.  Except as
          herein otherwise expressly provided, such action shall become
          effective when such instrument or instruments or record or both
          are delivered to the Trustee and, where it is hereby expressly
          required, to the Company.  Such instrument or instruments and any
          such record (and the action embodied therein and evidenced
          thereby) are herein sometimes referred to as the "Act" of the
          Holders signing such instrument or instruments and so voting at
          any such meeting.  Proof of execution of any such instrument or
          of a writing appointing any such agent, or of the holding by any
          Person of a Security, shall be sufficient for any purpose of this
          Indenture and (subject to Section 901) conclusive in favor of the
          Trustee and the Company, if made in the manner provided in this
          Section.  The record of any meeting of Holders shall be proved in
          the manner provided in Section 1306.

                    (b)  The fact and date of the execution by any Person
          of any such instrument or writing may be proved by the affidavit
          of a witness of such execution or by a certificate of a notary
          public or other officer authorized by law to take acknowledgments
          of deeds, certifying that the individual signing such instrument
          or writing acknowledged to him the execution thereof or may be
          proved in any other manner which the Trustee and the Company deem
          sufficient.  Where such execution is by a signer acting in a
          capacity other than his individual capacity, such certificate or
          affidavit shall also constitute sufficient proof of his
          authority.

                    (c)  The ownership, principal amount (except as
          otherwise contemplated in clause (y) of the first proviso to the
          definition of Outstanding) and serial numbers of Securities held
          by any Person, and the date of holding the same, shall be proved
          by the Security Register.

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

                    (e)  Until such time as written instruments shall have
          been delivered to the Trustee with respect to the requisite
          percentage of principal amount of Securities for the action
          contemplated by such instruments, any such instrument executed
          and delivered by or on behalf of a Holder may be revoked with
          respect to any or all of such Securities by written notice by
          such Holder or any subsequent Holder, proven in the manner in
          which such instrument was proven.

                    (f)  Securities of any series, or any Tranche thereof,
          authenticated and delivered after any Act of Holders may, and
          shall if required by the Trustee, bear a notation in form
          approved by the Trustee as to any action taken by such Act of
          Holders.  If the Company shall so determine, new Securities of
          any series, or any Tranche thereof, so modified as to conform, in
          the opinion of the Trustee and the Company, to such action may be
          prepared and executed by the Company and authenticated and
          delivered by the Trustee in exchange for Outstanding Securities
          of such series or Tranche.

                    (g)  The Company may, at its option, by Company Order
          fix in advance a record date for the determination of Holders
          entitled to give any request, demand, authorization, direction,
          notice, consent, waiver or other Act solicited by the Company,
          but the Company shall not have any obligation to do so; provided,
          however, that the Company may not fix a record date for the
          giving or making of any notice, declaration, request or direction
          referred to in the next sentence.  In addition, the Trustee may,
          at its option, fix in advance a record date for the determination
          of Holders entitled to join in the giving or making of any Notice
          of Default, any declaration of acceleration referred to in
          Section 802, any request to institute proceedings referred to in
          Section 807 or any direction referred to in Section 812.  If any
          such record date is fixed, such request, demand, authorization,
          direction, notice, consent, waiver or other Act, or such notice,
          declaration, request or direction, may be given before or after
          such record date, but only the Holders of record at the close of
          business on the record date shall be deemed to be Holders for the
          purposes of determining (i) whether Holders of the requisite
          proportion of the Outstanding Securities have authorized or
          agreed or consented to such Act (and for that purpose the
          Outstanding Securities shall be computed as of the record date)
          and/or (ii) which Holders may revoke any such Act
          (notwithstanding subsection (e) of this Section ); and any such
          Act, given as aforesaid, shall be effective whether or not the
          Holders which authorized or agreed or consented to such Act
          remain Holders after such record date and whether or not the
          Securities held by such Holders remain Outstanding after such
          record date.

          SECTION 105.  NOTICES, ETC. TO TRUSTEE OR COMPANY.

                    Any request, demand, authorization, direction, notice,
          consent, election, waiver or Act of Holders or other document
          provided or permitted by this Indenture to be made upon, given or
          furnished to, or filed with, the Trustee by any Holder or by the
          Company, or the Company by the Trustee or by any Holder, shall be
          sufficient for every purpose hereunder (unless otherwise
          expressly provided herein) if in writing and delivered personally
          to an officer or other responsible employee of the addressee, or
          transmitted by facsimile transmission, or transmitted by
          registered mail, charges prepaid, to the applicable address set
          forth for such party below or to such other address as any party
          hereto may from time to time designate:

                    If to the Trustee, to:

                    The Bank of New York
                    101 Barclay Street
                    New York, New York  10286

                    Attention: Corporate Trust Administration
                    Telephone: (212) 815-5736
                    Telecopy:  (212) 815-7157

                    If to the Company, to:

                    Grand Court Lifestyles, Inc.
                    One Executive Drive
                    Fort Lee, New Jersey  07024

                    Attention: Secretary
                    Telephone:  (201) 947-7322
                    Telecopy:   (201) 947-6663
   

                    Any communication contemplated herein shall be deemed
          to have been made, given, furnished and filed if personally
          delivered, on the date of delivery, if transmitted by facsimile
          transmission, on the date of transmission, and if transmitted by
          registered mail, on the date of receipt.

          SECTION 106.  NOTICE TO HOLDERS OF SECURITIES; WAIVER.

                    Except as otherwise expressly provided herein, where
          this Indenture provides for notice to Holders of any event, such
          notice shall be sufficiently given, and shall be deemed given, to
          Holders if in writing and mailed, first-class postage prepaid, to
          each Holder affected by such event, at the address of such Holder
          as it appears in the Security Register, not later than the latest
          date, and not earlier than the earliest date, prescribed for the
          giving of such notice.

                    In case by reason of the suspension of regular mail
          service or by reason of any other cause it shall be impracticable
          to give such notice to Holders by mail, then such notification as
          shall be made with the approval of the Trustee shall constitute a
          sufficient notification for every purpose hereunder.  In any case
          where notice to Holders is given by mail, neither the failure to
          mail such notice, nor any defect in any notice so mailed, to any
          particular Holder shall affect the sufficiency of such notice
          with respect to other Holders.

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

          SECTION 107.  CONFLICT WITH TRUST INDENTURE ACT.

                    If any provision of this Indenture limits, qualifies or
          conflicts with another provision hereof which is required or
          deemed to be included in this Indenture by, or is otherwise
          governed by, any provision of the Trust Indenture Act, such other
          provision shall control; and if any provision hereof otherwise
          conflicts with the Trust Indenture Act, the Trust Indenture Act
          shall control.

          SECTION 108.  EFFECT OF HEADINGS AND TABLE OF CONTENTS.

                    The Article and Section headings in this Indenture and
          the Table of Contents are for convenience only and shall not
          affect the construction hereof.

          SECTION 109.  SUCCESSORS AND ASSIGNS.

                    All covenants and agreements in this Indenture by the
          Company shall bind its successors and assigns, whether so
          expressed or not.

          SECTION 110.  SEPARABILITY CLAUSE.

                    In case any provision in this Indenture or the
          Securities shall be held to be invalid, illegal or unenforceable,
          the validity, legality and enforceability of the remaining
          provisions shall not in any way be affected or impaired thereby.

          SECTION 111.  BENEFITS OF INDENTURE.

                    Nothing in this Indenture or the Securities, express or
          implied, shall give to any Person, other than the parties hereto,
          their successors hereunder and the Holders, any benefit or any
          legal or equitable right, remedy or claim under this Indenture.

          SECTION 112.  GOVERNING LAW.

                    This Indenture and the Securities shall be governed by
          and construed in accordance with the law of the State of New York
          (including without limitation Section 5-1401 of the New York
          General Obligations Law or any successor to such statute), except
          to the extent that the Trust Indenture Act shall be applicable.

          SECTION 113.  LEGAL HOLIDAYS.

                    In any case where any Interest Payment Date, Redemption
          Date or Stated Maturity of any Security shall not be a Business
          Day at any Place of Payment, then (notwithstanding any other
          provision of this Indenture or of the Securities other than a
          provision in Securities of any series, or any Tranche thereof, or
          in the indenture supplemental hereto, Board Resolution or
          Officer's Certificate which establishes the terms of the
          Securities of such series or Tranche, which specifically states
          that such provision shall apply in lieu of this Section) payment
          of interest or principal and premium, if any, need not be made at
          such Place of Payment on such date, but may be made on the next
          succeeding Business Day at such Place of Payment with the same
          force and effect as if made on the Interest Payment Date,
          Redemption Date, or Stated Maturity, and, if such payment is made
          or duly provided for on such Business Day, no interest shall
          accrue on the amount so payable for the period from and after
          such Interest Payment Date, Redemption Date or Stated Maturity,
          as the case may be, to such Business Day.


                                     ARTICLE TWO

                                    SECURITY FORMS

          SECTION 201.  FORMS GENERALLY.

                    The definitive Securities of each series shall be in
          substantially the form or forms thereof established in the
          indenture supplemental hereto establishing such series or in a
          Board Resolution establishing such series, or in an Officer's
          Certificate pursuant to such a supplemental indenture or Board
          Resolution, in each case with such appropriate insertions,
          omissions, substitutions and other variations as are required or
          permitted by this Indenture, and may have such letters, numbers
          or other marks of identification and such legends or endorsements
          placed thereon as may be required to comply with the rules of any
          securities exchange or as may, consistently herewith, be
          determined by the officers executing such Securities, as
          evidenced by their execution thereof.  If the form or forms of
          Securities of any series are established in a Board Resolution or
          in an Officer's Certificate pursuant to a Board Resolution, such
          Board Resolution and Officer's Certificate, if any, shall be
          delivered to the Trustee at or prior to the delivery of the
          Company Order contemplated by Section 303 for the authentication
          and delivery of such Securities.

                    Unless otherwise specified as contemplated by Section
          301, the Securities of each series shall be issuable in
          registered form without coupons.  The definitive Securities shall
          be produced in such manner as shall be determined by the officers
          executing such Securities, as evidenced by their execution
          thereof.

          SECTION 202.  FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION.

                    The Trustee's certificate of authentication shall be in
          substantially the form set forth below:

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


                                        THE BANK OF NEW YORK,
                                        as Trustee



                                        By: _____________________________
                                             Authorized Signatory


                                    ARTICLE THREE  

                                    THE SECURITIES

          SECTION 301.  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. 
          Subject to the last paragraph of this Section, prior to the
          authentication and delivery of Securities of any series there
          shall be established by specification in a supplemental indenture
          or in a Board Resolution of the Company or in an Officer's
          Certificate of the Company (which need not, comply with Section
          102) pursuant to a supplemental indenture or a Board Resolution:

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

                         (b)  any limit upon the aggregate principal amount
                    of the Securities of such series which 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 such series pursuant to
                    Section 304, 305, 306, 406 or 1206 and except for any
                    Securities which, pursuant to Section 303, are deemed
                    never to have been authenticated and delivered
                    hereunder);

                         (c)  the Person or Persons (without specific
                    identification) to whom any interest on Securities of
                    such series, or any Tranche thereof, shall be payable,
                    if other than the Person in whose name that Security
                    (or one or more Predecessor Securities) is registered
                    at the close of business on the Regular Record Date for
                    such interest;

                         (d)  the date or dates on which the principal of
                    the Securities of such series or any Tranche thereof,
                    is payable or any formulary or other method or other
                    means by which such date or dates shall be determined,
                    by reference to an index or other fact or event
                    ascertainable outside of this Indenture or otherwise
                    (without regard to any provisions for redemption,
                    prepayment, acceleration, purchase or extension);

                         (e)  the rate or rates at which the Securities of
                    such series, or any Tranche thereof, shall bear
                    interest, if any (including the rate or rates at which
                    overdue principal shall bear interest after Maturity if
                    different from the rate or rates at which such
                    Securities shall bear interest prior to Maturity, and,
                    if applicable, the rate or rates at which overdue
                    premium or interest shall bear interest, if any), or
                    any formulary or other method or other means by which
                    such rate or rates shall be determined by reference to
                    an index or other fact or event ascertainable outside
                    of this Indenture or otherwise, the date or dates from
                    which such interest shall accrue; the Interest Payment
                    Dates and the Regular Record Dates, if any, for the
                    interest payable on such Securities on any Interest
                    Payment Date; and the basis of computation of interest,
                    if other than as provided in Section 310;

                         (f)  the place or places at which or methods (if
                    other than as provided elsewhere in this Indenture) by
                    which (i) the principal of and premium, if any, and
                    interest, if any, on Securities of such series, or any
                    Tranche thereof, shall be payable, (ii) registration of
                    transfer of Securities of such series, or any Tranche
                    thereof, may be effected, (iii) exchanges of Securities
                    of such series, or any Tranche thereof, may be effected
                    and (iv) notices and demands to or upon the Company in
                    respect of the Securities of such series, or any
                    Tranche thereof, and this Indenture may be served; the
                    Security Registrar and any Paying Agent or Agents for
                    such series or Tranche; and if such is the case, that
                    the principal of such Securities shall be payable
                    without presentment or surrender thereof;

                         (g)  the period or periods within which, or the
                    date or dates on which, the price or prices at which
                    and the terms and conditions upon which the Securities
                    of such series, or any Tranche thereof, may be
                    redeemed, in whole or in part, at the option of the
                    Company and any restrictions on such redemptions;

                         (h)  the obligation, if any, of the Company to
                    redeem or purchase or repay the Securities of such
                    series, or any Tranche thereof, pursuant to any sinking
                    fund or other mandatory redemption provisions or at the
                    option of a Holder thereof and the period or periods
                    within which or the date or dates on which, the price
                    or prices at which and the terms and conditions upon
                    which such Securities shall be redeemed or purchased or
                    repaid, in whole or in part, pursuant to such
                    obligation and applicable exceptions to the
                    requirements of Section 404 in the case of mandatory
                    redemption or redemption or repayment at the option of
                    the Holder;

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

                         (j)  if the principal of or premium, if any, or
                    interest, if any, on the Securities of such series, or
                    any Tranche thereof, are to be payable, at the election
                    of the Company or a Holder thereof, in a coin or
                    currency other than that in which the Securities are
                    stated to be payable, the period or periods within
                    which, and the terms and conditions upon which, such
                    election may be made and the manner in which the amount
                    of such coin or currency payable is to be determined;

                         (k)  the currency or currencies, including
                    composite currencies, in which payment of the principal
                    of and premium, if any, and interest, if any, on the
                    Securities of such series, or any Tranche thereof,
                    shall be payable (if other than Dollars) and the manner
                    in which the equivalent of the principal amount thereof
                    in Dollars is to be determined for any purpose,
                    including for the purpose of determining the principal
                    amount deemed to be Outstanding at any time;

                         (l)  if the principal of or premium, if any, or
                    interest on the Securities of such series, or any
                    Tranche thereof, are to be payable, or are to be
                    payable at the election of the Company or a Holder
                    thereof, in securities or other property, the type and
                    amount of such securities or other property, or the
                    formulary or other method or other means by which such
                    amount shall be determined, and the period or periods
                    within which, and the terms and conditions upon which,
                    any such election may be made;

                         (m)  if the amount payable in respect of principal
                    of or premium, if any, or interest, if any, on the
                    Securities of such series, or any Tranche thereof, may
                    be determined with reference to an index or other fact
                    or event ascertainable outside this Indenture, the
                    manner in which such amounts shall be determined to the
                    extent not established pursuant to clause (e) of this
                    paragraph;

                         (n)  if other than the entire principal amount
                    thereof, the portion of the principal amount of
                    Securities of such series, or any Tranche thereof,
                    which shall be payable upon declaration of acceleration
                    of the Maturity thereof pursuant to Section 802;

                         (o)  any Events of Default, in addition to those
                    specified in Section 801, or any exceptions to those
                    specified in Section 801, with respect to the
                    Securities of such series, and any covenants of the
                    Company for the benefit of the Holders of the
                    Securities of such series, or any Tranche thereof, in
                    addition to those set forth in Article Six, or any
                    exceptions to those set forth in Article Six;

                         (p)  the terms, if any, pursuant to which the
                    Securities of such series, or any Tranche thereof, may
                    be converted into or exchanged for shares of capital
                    stock or other securities of the Company or any other
                    Person;

                         (q)  the obligations or instruments, if any, which
                    shall be considered to be Eligible Obligations in
                    respect of the Securities of such series, or any
                    Tranche thereof, denominated in a currency other than
                    Dollars or in a composite currency, and any provisions
                    for satisfaction and discharge of Securities of any
                    series, in addition to those set forth in Section 701,
                    or any exceptions to those set forth in Section 701; 

                         (r)  if the Securities of such series, or any
                    Tranche thereof, are to be issued in global form, (i)
                    any limitations on the rights of the Holder or Holders
                    of such Securities to transfer or exchange the same or
                    to obtain the registration of transfer thereof, (ii)
                    any limitations on the rights of the Holder or Holders
                    thereof to obtain certificates therefor in definitive
                    form in lieu of global form and (iii) any other matters
                    incidental to such Securities;

                         (s)  if the Securities of such series, or any
                    Tranche thereof, are to be issuable as bearer
                    securities, any and all matters incidental thereto
                    which are not specifically addressed in a supplemental
                    indenture as contemplated by clause (g) of Section
                    1201;

                         (t)  to the extent not established pursuant to
                    clause (r) of this paragraph, any limitations on the
                    rights of the Holders of the Securities of such Series,
                    or any Tranche thereof, to transfer or exchange such
                    Securities or to obtain the registration of transfer
                    thereof; and if a service charge will be made for the
                    registration of transfer or exchange of Securities of
                    such series, or any Tranche thereof, the amount or
                    terms thereof;

                         (u)  any exceptions to Section 113, or variation
                    in the definition of Business Day, with respect to the
                    Securities of such series, or any Tranche thereof; and

                         (v)  any other terms of the Securities of such
                    series, or any Tranche thereof.

                       With respect to Securities of a series subject to a
          Periodic Offering, the indenture supplemental hereto or the Board
          Resolution which establishes such series, or the Officer's
          Certificate pursuant to such supplemental indenture or Board
          Resolution, as the case may be, may provide general terms or
          parameters for Securities of such series and provide either that
          the specific terms of Securities of such series, or any Tranche
          thereof, shall be specified in a Company Order or that such terms
          shall be determined by the Company or its agents in accordance
          with procedures specified in a Company Order as contemplated in
          clause (b) of Section 303.

                    Unless otherwise provided with respect to a series of
          Securities as contemplated in Section 301(b), the aggregate
          principal amount of a series of Securities may be increased and
          additional Securities of such series may be issued up to the
          maximum aggregate principal amount authorized with respect to
          such series as increased.

          SECTION 302.  DENOMINATIONS.

                    Unless otherwise provided as contemplated by Section
          301 with respect to any series of Securities, or any Tranche
          thereof, the Securities of each series shall be issuable in
          denominations of $1,000 and any integral multiple thereof.

          SECTION 303.  EXECUTION, AUTHENTICATION, DELIVERY AND DATING.

                    Unless otherwise provided as contemplated by Section
          301 with respect to any series of Securities or any Tranche
          thereof, the Securities shall be executed on behalf of the
          Company by an Authorized Officer of the Company, and may have the
          corporate seal of the Company affixed thereto or reproduced
          thereon attested by its Secretary, one of its Assistant
          Secretaries or any other Authorized Officer.  The signature of
          any or all of these officers on the Securities may be manual or
          facsimile.

                    A Security bearing the manual or facsimile signature of
          an individual who was at the time of execution an Authorized
          Officer of the Company shall bind the Company, notwithstanding
          that any such individual has ceased to be an Authorized Officer
          prior to the authentication and delivery of the Security or did
          not hold such office at the date of such Security.

                    The Trustee shall authenticate and deliver Securities
          of a series for original issue, at one time or from time to time
          in accordance with the Company Order referred to below, upon
          receipt by the Trustee of:

                    (a)  the instrument or instruments establishing the
               form or forms and terms of the Securities of such series, as
               provided in Sections 201 and 301;

                    (b)  a Company Order requesting the authentication and
               delivery of such Securities and, to the extent that the
               terms of such Securities shall not have been established in
               an indenture supplemental hereto or in a Board Resolution,
               or in an Officer's Certificate pursuant to a supplemental
               indenture or Board Resolution, all as contemplated by
               Sections 201 and 301, either (i) establishing such terms or
               (ii) in the case of Securities of a series subject to a
               Periodic Offering, specifying procedures, acceptable to the
               Trustee, by which such terms are to be established (which
               procedures may provide, to the extent acceptable to the
               Trustee, for authentication and delivery pursuant to oral or
               electronic instructions from the Company or any agent or
               agents thereof, which oral instructions are to be promptly
               confirmed electronically or in writing), in either case in
               accordance with the instrument or instruments delivered
               pursuant to clause (a) above;

                    (c)  Securities of such series, each executed on behalf
               of the Company by an Authorized Officer of the Company;

                    (d)  an Opinion of Counsel to the effect that:

                    (i)  (A) the forms of such Securities have been duly
               authorized by the Company and (B) the forms of the
               Securities have been established in conformity with the
               provisions of this Indenture;

                    (ii)  (A) the terms of such Securities have been duly
               authorized by the Company and (B) the terms of the
               Securities have been established in conformity with the
               provisions of this Indenture; and

                    (iii)  such Securities, when authenticated and
               delivered by the Trustee and issued and delivered by the
               Company in the manner and subject to any conditions
               specified in such Opinion of Counsel, will have been duly
               issued under this Indenture and will constitute valid and
               legally binding obligations of the Company, entitled to the
               benefits provided by this Indenture, and enforceable in
               accordance with their terms, subject, as to enforcement, to
               laws relating to or affecting generally the enforcement of
               creditors' rights, including, without limitation, bankruptcy
               and insolvency laws and to general principles of equity
               (regardless of whether such enforceability is considered in
               a proceeding in equity as at law);

          provided, however, that, with respect to Securities of a series
          subject to a Periodic Offering, the Trustee shall be entitled to
          receive such Opinion of Counsel only once at or prior to the time
          of the first authentication and delivery of Securities of such
          series, and that in lieu of the opinions described in clauses
          (ii) and (iii) above such Opinion of Counsel may, alternatively,
          state, respectively,

                    (x)  that, when the terms of such Securities shall have
               been established pursuant to a Company Order or Orders or
               pursuant to such procedures as may be specified from time to
               time by a Company Order or Orders all as contemplated by and
               in accordance with the instrument or instruments delivered
               pursuant to clause (a) above, such terms will have been duly
               authorized by the Company, respectively, and will have been
               established in conformity with the provisions of this
               Indenture; and

                    (y)  that such Securities, when (1) executed by the
               Company, (2) authenticated and delivered by the Trustee in
               accordance with this Indenture, (3) issued and delivered by
               the Company and (4) paid for, all as contemplated by and in
               accordance with the aforesaid Company Order or Orders or
               specified procedures, as the case may be, will have been
               duly issued under this Indenture and will constitute valid
               and legally binding obligations of the Company, entitled to
               the benefits provided by the Indenture, and enforceable in
               accordance with their terms, subject, as to enforcement, to
               laws relating to or affecting generally the enforcement of
               creditors' rights, including, without limitation, bankruptcy
               and insolvency laws and to general principles of equity
               (regardless of whether such enforceability is considered in
               a proceeding in equity or at law).

                    With respect to Securities of a series subject to a
          Periodic Offering, the Trustee may conclusively rely, as to the
          authorization by the Company of any of such Securities, the forms
          and terms thereof and the legality, validity, binding effect and
          enforceability thereof, upon the Opinion of Counsel and other
          documents delivered pursuant to Sections 201 and 301 and this
          Section, as applicable, at or prior to the time of the first
          authentication of Securities of such series, unless and until
          such opinion or other documents have been superseded or revoked
          or expire by their terms.  In connection with the authentication
          and delivery of Securities of a series, pursuant to a Periodic
          Offering, the Trustee shall be entitled to assume that the
          Company's instructions to authenticate and deliver such
          Securities do not violate any applicable law or any applicable
          rule, regulation or order of any governmental agency or
          commission having jurisdiction over the Company.

                    If the forms or terms of the Securities of any series
          have been established by or pursuant to a Board Resolution or an
          Officer's Certificate as permitted by Sections 201 or 301, the
          Trustee shall not be required to authenticate such Securities if
          the issuance of such Securities pursuant to this Indenture will
          affect the Trustee's own rights, duties or immunities under the
          Securities and this Indenture or otherwise in a manner which is
          not reasonably acceptable to the Trustee.

                    Except as otherwise specified as contemplated by
          Section 301 with respect to any series of securities, or any
          Tranche thereof, each Security shall each be dated the date of
          its authentication.

                    Except as otherwise specified as contemplated by
          Section 301 with respect to any series of Securities, or any
          Tranche thereof, no Security shall be entitled to any benefit
          under this Indenture or be valid or obligatory for any purpose
          unless there appears on such Security a certificate of
          authentication substantially in the form provided for herein
          executed by the Trustee or its agent by manual signature of an
          authorized signatory thereof, and such certificate upon any
          Security shall be conclusive evidence, and the only evidence,
          that such Security has been duly authenticated and delivered
          hereunder and is entitled to the benefits of this Indenture. 
          Notwithstanding the foregoing, if any Security shall have been
          authenticated and delivered hereunder to the Company, or any
          Person acting on its behalf, but shall never have been issued and
          sold by the Company, and the Company shall deliver such Security
          to the Trustee for cancellation as provided in Section 309
          together with a written statement (which need not comply with
          Section 102 and need not be accompanied by an Opinion of Counsel)
          stating that such Security has never been issued and sold by the
          Company, for all purposes of this Indenture such Security shall
          be deemed never to have been authenticated and delivered
          hereunder and shall never be entitled to the benefits hereof.

          SECTION 304.  TEMPORARY SECURITIES.

                    Pending the preparation of definitive Securities of any
          series, or any Tranche thereof, the Company may execute, and upon
          Company Order the Trustee shall authenticate and deliver,
          temporary Securities which are printed, lithographed,
          typewritten, mimeographed or otherwise produced, in any
          authorized denomination, substantially of the tenor of the
          definitive Securities in lieu of which they are issued, with such
          appropriate insertions, omissions, substitutions and other
          variations as the officers executing such Securities may
          determine, as evidenced by their execution of such Securities;
          provided, however, that temporary Securities need not recite
          specific redemption, sinking fund, conversion or exchange
          provisions.

                    If temporary Securities of any series or Tranche are
          issued, the Company shall cause definitive Securities of such
          series or Tranche to be prepared without unreasonable delay. 
          After the preparation of definitive Securities of such series or
          Tranche, the temporary Securities of such series or Tranche shall
          be exchangeable for definitive Securities of such series or
          Tranche upon surrender of the temporary Securities of such series
          or Tranche at the office or agency of the Company maintained
          pursuant to Section 602 in a Place of Payment for such series or
          Tranche, without charge to the Holder.  Upon surrender for
          cancellation of any one or more temporary Securities of any
          series or Tranche, the Company shall execute and the Trustee
          shall authenticate and deliver in exchange therefor definitive
          Securities of the same series or Tranche, of authorized
          denominations and of like tenor and aggregate principal amount.

                    Until exchanged in full as hereinabove provided,
          temporary Securities shall in all respects be entitled to the
          same benefits under this Indenture as definitive Securities of
          the same series and Tranche and of like tenor authenticated and
          delivered hereunder.

          SECTION 305.  REGISTRATION, REGISTRATION OF TRANSFER AND
                        EXCHANGE.

                    The Company shall cause to be kept in one of the
          offices or agencies designated pursuant to Section 602, with
          respect to the Securities of each series or any Tranche thereof,
          a register (the "Security Register") in which, subject to such
          reasonable regulations as it may prescribe, the Company shall
          provide for the registration of Securities of such series or
          Tranche and the registration of transfer thereof.  The Company
          shall designate one Person to maintain the Security Register for
          the Securities of each series, and such Person is referred to
          herein, with respect to such series, as the "Security Registrar." 
          Anything herein to the contrary notwithstanding, the Company may
          designate one or more of its offices or an office of any
          Affiliate as an office in which a register with respect to the
          Securities of one or more series, or any Tranche or Tranches
          thereof, shall be maintained, and the Company may designate
          itself or any Affiliate as the Security Registrar with respect to
          one or more of such series.  The Security Register shall be open
          for inspection by the Trustee and the Company at all reasonable
          times.

                    Except as otherwise specified as contemplated by
          Section 301 with respect to the Securities of any series, or any
          Tranche thereof, upon surrender for registration of transfer of
          any Security of such series or Tranche at the office or agency of
          the Company maintained pursuant to Section 602 in a Place of
          Payment for such series or Tranche, the Company shall execute,
          and the Trustee shall authenticate and deliver, in the name of
          the designated transferee or transferees, one or more new
          Securities of the same series and Tranche, of authorized
          denominations and of like tenor and aggregate principal amount.

                    Except as otherwise specified as contemplated by
          Section 301 with respect to the Securities of any series, or any
          Tranche thereof, any Security of such series or Tranche may be
          exchanged at the option of the Holder for one or more new
          Securities of the same series and Tranche, of authorized
          denominations and of like tenor and aggregate principal amount,
          upon surrender of the Securities to be exchanged at any such
          office or agency.  Whenever any Securities are so surrendered for
          exchange, the Company shall execute, and the Trustee shall
          authenticate and deliver, the Securities which the Holder making
          the exchange is entitled to receive.

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

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

                    Unless otherwise specified as contemplated by Section
          301, with respect to Securities of any series, or any Tranche
          thereof, no service charge shall be made for any registration of
          transfer or exchange of Securities, but the Company may require
          payment of a sum sufficient to cover any tax or other
          governmental charge that may be imposed in connection with any
          registration of transfer or exchange of Securities, other than
          exchanges pursuant to Section 304, 406 or 1206 not involving any
          transfer.

                    The Company shall not be required to execute or to
          provide for the registration of transfer of or the exchange of
          (a) Securities of any series, or any Tranche thereof, during a
          period of 15 days immediately preceding the date notice is to be
          given identifying the serial numbers of the Securities of such
          series or Tranche called for redemption or (b) any Security so
          selected for redemption in whole or in part, except the
          unredeemed portion of any Security being redeemed in part.

          SECTION 306.  MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES.

                    If any mutilated Security is surrendered to the
          Trustee, the Company shall execute and the Trustee shall
          authenticate and deliver in exchange therefor a new Security of
          the same series and Tranche, and of like tenor and principal
          amount and bearing a number not contemporaneously outstanding.

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

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

                    Upon the issuance of any new Security under this
          Section, the Company 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 reasonable expenses (including
          the fees and expenses of the Trustee) in connection therewith.

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

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

          SECTION 307.  PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED.

                    Unless otherwise provided as contemplated by Section
          301 with respect to the Securities of any series, or any Tranche
          thereof, interest on any Security which is payable, and is
          punctually paid or duly provided for, on any Interest Payment
          Date shall be paid to the Person in whose name that Security (or
          one or more Predecessor Securities) is registered at the close of
          business on the Regular Record Date for such interest.

                    Any interest on any Security of any series which is
          payable, but is not punctually paid or duly provided for, on any
          Interest Payment Date (herein called "Defaulted Interest") shall
          forthwith cease to be payable to the Holder on the related
          Regular Record Date by virtue of having been such Holder, and
          such Defaulted Interest may be paid by the Company, at its
          election in each case, as provided in clause (a) or (b) below:

                    (a)  The Company may elect to make payment of any
               Defaulted Interest to the Persons in whose names the
               Securities of such series (or their respective Predecessor
               Securities) are registered at the close of business on a
               date (a "Special Record Date") for the payment of such
               Defaulted Interest, which shall be fixed in the following
               manner.  The Company shall notify the Trustee in writing of
               the amount of Defaulted Interest proposed to be paid on each
               Security of such series and the date of the proposed
               payment, and at the same time the Company, shall deposit
               with the Trustee an amount of money equal to the aggregate
               amount proposed to be paid in respect of such Defaulted
               Interest or shall make arrangements satisfactory to the
               Trustee for such deposit prior to the date of the proposed
               payment, such money when deposited to be held in trust for
               the benefit of the Persons entitled to such Defaulted
               Interest as in this clause provided.  Thereupon the Trustee
               shall fix a Special Record Date for the payment of such
               Defaulted Interest which shall be not more than 15 days and
               not less than 10 days prior to the date of the proposed
               payment and not less than 10 days after the receipt by the
               Trustee of the notice of the proposed payment.  The Trustee
               shall promptly notify the Company of such Special Record
               Date and, in the name and at the expense of the Company,
               shall promptly cause notice of the proposed payment of such
               Defaulted Interest and the Special Record Date therefor to
               be mailed, first-class postage prepaid, to each Holder of
               Securities of such series at the address of such Holder as
               it appears in the Security Register, not less than 10 days
               prior to such Special Record Date.  Notice of the proposed
               payment of such Defaulted Interest and the Special Record
               Date therefor having been so mailed, such Defaulted Interest
               shall be paid to the Persons in whose names the Securities
               of such series (or their respective Predecessor Securities)
               are registered at the close of business on such Special
               Record Date.

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

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

          SECTION 308.  PERSONS DEEMED OWNERS.

                    Prior to due presentment of a Security for registration
          of transfer, the Company, the Trustee and any agent of the
          Company or the Trustee may treat the Person in whose name such
          Security is registered as the absolute owner of such Security for
          the purpose of receiving payment of principal of and premium, if
          any, and (subject to Sections 305 and 307) interest, if any, on
          such Security and for all other purposes whatsoever, whether or
          not such Security be overdue, and none of the Company, the
          Trustee or any agent of the Company or the Trustee shall be
          affected by notice to the contrary.

          SECTION 309.  CANCELLATION.

                    All Securities surrendered for payment, redemption,
          registration of transfer or exchange or for credit against any
          sinking fund payment shall, if surrendered to any Person other
          than the Trustee, be delivered to the Trustee and, if not
          theretofore canceled, shall be promptly canceled by the Trustee. 
          The Company may at any time deliver to the Trustee for
          cancellation any Securities previously authenticated and
          delivered hereunder which the Company may have acquired in any
          manner whatsoever or which the Company shall not have issued and
          sold, and all Securities so delivered shall be promptly canceled
          by the Trustee.  No Securities shall be authenticated in lieu of
          or in exchange for any Securities canceled as provided in this
          Section, except as expressly permitted by this Indenture.  All
          canceled Securities held by the Trustee shall be disposed of in
          accordance with the Trustee's customary procedures, and the
          Trustee shall deliver, monthly, to the Company a statement of
          transactions with respect to the Securities.

          SECTION 310.  COMPUTATION OF INTEREST.

                    Except as otherwise specified as contemplated by
          Section 301 for Securities of any series, or Tranche thereof,
          interest on the Securities of each series shall be computed on
          the basis of a 360-day year consisting of twelve 30-day months,
          and with respect to any period less than a full calendar month,
          on the basis of the actual number of days elapsed during such
          period (also based on a 30-day month).

          SECTION 311.  PAYMENT TO BE IN PROPER CURRENCY.

                    In the case of any Security denominated in any currency
          other than Dollars or in a composite currency (the "Required
          Currency"), except as otherwise specified with respect to such
          Security as contemplated by Section 301, the obligation of the
          Company to make any payment of the principal thereof, or the
          premium or interest thereon, shall not be discharged or satisfied
          by any tender by the Company, or recovery by the Trustee, in any
          currency other than the Required Currency, except to the extent
          that such tender or recovery shall result in the Trustee timely
          holding the full amount of the Required Currency then due and
          payable.  If any such tender or recovery is in a currency other
          than the Required Currency, the Trustee may take such actions as
          it considers appropriate to exchange such currency for the
          Required Currency.  The costs and risks of any such exchange,
          including without limitation the risks of delay and exchange rate
          fluctuation, shall be borne by the Company, the Company shall
          remain fully liable for any shortfall or delinquency in the full
          amount of Required Currency then due and payable, and in no
          circumstances shall the Trustee be liable therefor except in the
          case of its negligence or willful misconduct.  The Company hereby
          waive any defense of payment based upon any such tender or
          recovery which is not in the Required Currency, or which, when
          exchanged for the Required Currency by the Trustee, is less than
          the full amount of Required Currency then due and payable.

          SECTION 312.  CUSIP NUMBERS.

                    The Company 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 Company will promptly notify the Trustee of
          any change in the "CUSIP" numbers.


                                     ARTICLE FOUR

                               REDEMPTION OF SECURITIES

          SECTION 401.  APPLICABILITY OF ARTICLE.

                    Securities of any series, or any Tranche thereof, which
          are redeemable before their Stated Maturity shall be redeemable
          in accordance with their terms and (except as otherwise specified
          as contemplated by Section 301 for Securities of such series or
          Tranche) in accordance with this Article.

          SECTION 402.  ELECTION TO REDEEM; NOTICE TO TRUSTEE.

                    The election of the Company to redeem any Securities
          shall be evidenced by a Board Resolution or an Officer's
          Certificate.  The Company shall, at least 35 days prior to the
          Redemption Date fixed by the Company (unless a shorter notice
          shall be satisfactory to the Trustee), notify the Trustee in
          writing of such Redemption Date and of the principal amount of
          such Securities to be redeemed.  In the case of any redemption of
          Securities (a) prior to the expiration of any restriction on such
          redemption provided in the terms of such Securities or elsewhere
          in this Indenture or (b) pursuant to an election of the Company
          which is subject to a condition specified in the terms of such
          Securities and the Company shall furnish the Trustee with an
          Officer's Certificate evidencing compliance with such restriction
          or condition.

          SECTION 403.  SELECTION OF SECURITIES TO BE REDEEMED.

                    If less than all the Securities of any series, or any
          Tranche thereof, are to be redeemed, the particular Securities to
          be redeemed shall be selected by the Trustee from the Outstanding
          Securities of such series or Tranche not previously called for
          redemption, by such method as shall be provided for such
          particular series or Tranche, or in the absence of any such
          provision, by such method of random selection as the Trustee
          shall deem fair and appropriate and which may, in any case,
          provide for the selection for redemption of portions (equal to
          any authorized denomination for Securities of such series or
          Tranche) of the principal amount of Securities of such series or
          Tranche of a denomination larger than the minimum authorized
          denomination for Securities of such series or Tranche; provided,
          however, that if, as indicated in an Officer's Certificate, the
          Company shall have offered to purchase all or any principal
          amount of the Securities then Outstanding of any series, or any
          Tranche thereof, and less than all of such Securities as to which
          such offer was made shall have been tendered to the Company for
          such purchase, the Trustee, if so directed by Company Order,
          shall select for redemption all or any principal amount of such
          Securities which have not been so tendered.

                    The Trustee shall promptly notify the Company in
          writing of the Securities selected for redemption and, in the
          case of any Securities selected to be redeemed in part, the
          principal amount thereof to be redeemed.

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

          SECTION 404.  NOTICE OF REDEMPTION.

                    Notice of redemption shall be given in the manner
          provided in Section 106 to the Holders of Securities to be
          redeemed not less than 20 nor more than 60 days prior to the
          Redemption Date.

                    All notices of redemption shall state:

                         (a)  the Redemption Date,

                         (b)  the Redemption Price,

                         (c)  if less than all the Securities of any series
                    or Tranche are to be redeemed, the identification of
                    the particular Securities to be redeemed and the
                    portion of the principal amount of any Security to be
                    redeemed in part,

                         (d)  that on the Redemption Date the Redemption
                    Price, together with accrued interest, if any, to the
                    Redemption Date, will become due and payable upon each
                    such Security to be redeemed and, if applicable, that
                    interest thereon will cease to accrue on and after said
                    date,

                         (e)  the place or places where such Securities are
                    to be surrendered for payment of the Redemption Price
                    and accrued interest, if any, unless it shall have been
                    specified as contemplated by Section 301 with respect
                    to such Securities that such surrender shall not be
                    required,

                         (f)  that the redemption is for a sinking or other
                    fund, if such is the case, and

                         (g)  the CUSIP numbers, if any, of such
                    Securities, and

                         (h)  such other matters as the Company shall deem
                    desirable or appropriate.

                    Unless otherwise specified with respect to any
          Securities in accordance with Section 301, with respect to any
          notice of redemption of Securities at the election of the
          Company, unless, upon the giving of such notice, such Securities
          shall be deemed to have been paid in accordance with Section 701,
          such notice may state that such redemption shall be conditional
          upon the receipt by the Paying Agent or Agents for such
          Securities, on or prior to the date fixed for such redemption, of
          money sufficient to pay the principal of and premium, if any, and
          interest, if any, on such Securities and that if such money shall
          not have been so received such notice shall be of no force or
          effect and the Company shall not be required to redeem such
          Securities.  In the event that such notice of redemption contains
          such a condition and such money is not so received, the
          redemption shall not be made and within a reasonable time
          thereafter notice shall be given, in the manner in which the
          notice of redemption was given, that such money was not so
          received and such redemption was not required to be made.

                    Notice of redemption of Securities to be redeemed at
          the election of the Company, and any notice of non-satisfaction
          of a condition for redemption as aforesaid, shall be given by the
          Company or, on Company Request, by the Trustee in the name and at
          the expense of the Company.

          SECTION 405.  SECURITIES PAYABLE ON REDEMPTION DATE.

                    Notice of redemption having been given as aforesaid,
          and the conditions, if any, set forth in such notice having been
          satisfied, the Securities or portions thereof so to be redeemed
          shall, on the Redemption Date, become due and payable at the
          Redemption Price therein specified, and from and after such date
          (unless, in the case of an unconditional notice of redemption,
          the Company shall default in the payment of the Redemption Price
          and accrued interest, if any) such Securities or portions
          thereof, if interest-bearing, shall cease to bear interest.  Upon
          surrender of any such Security for redemption in accordance with
          such notice, such Security or portion thereof shall be paid by
          the Company at the Redemption Price, together with accrued
          interest, if any, to the Redemption Date; provided, however, that
          no such surrender shall be a condition to such payment if so
          specified as contemplated by Section 301 with respect to such
          Security; and provided, further, that except as otherwise
          specified as contemplated by Section 301 with respect to such
          Security, any installment of interest on any Security the Stated
          Maturity of which installment is on or prior to the Redemption
          Date shall be payable to the Holder of such Security, or one or
          more Predecessor Securities, registered as such at the close of
          business on the related Regular Record Date according to the
          terms of such Security and subject to the provisions of Sections
          305 and 307.

          SECTION 406.  SECURITIES REDEEMED IN PART.

                    Upon the surrender of any Security which is to be
          redeemed only in part at a Place of Payment therefor (with, if
          the Company or the Trustee so requires, due endorsement by, or a
          written instrument of transfer in form satisfactory to the
          Company and the Trustee duly executed by, the Holder thereof or
          his attorney duly authorized in writing), the Company shall
          execute, and the Trustee shall authenticate and deliver to the
          Holder of such Security, without service charge, a new Security
          or Securities of the same series and Tranche, of any authorized
          denomination requested by such Holder and of like tenor and in
          aggregate principal amount equal to and in exchange for the
          unredeemed portion of the principal of the Security so
          surrendered.


                                     ARTICLE FIVE

                                    SINKING FUNDS

          SECTION 501.  APPLICABILITY OF ARTICLE.

                    The provisions of this Article shall be applicable to
          any sinking fund for the retirement of the Securities of any
          series, or any Tranche thereof, except as otherwise specified as
          contemplated by Section 301 for Securities of such series or
          Tranche.

                    The minimum amount of any sinking fund payment provided
          for by the terms of Securities of any series, or any Tranche
          thereof, 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 Securities of any series, or any
          Tranche thereof, is herein referred to as an "optional sinking
          fund payment".  If provided for by the terms of Securities of any
          series, or any Tranche thereof, the cash amount of any sinking
          fund payment may be subject to reduction as provided in Section
          502.  Each sinking fund payment shall be applied to the
          redemption of Securities of the series or Tranche in respect of
          which it was made as provided for by the terms of such
          Securities.

          SECTION 502.  SATISFACTION OF SINKING FUND PAYMENTS WITH
                        SECURITIES.

                    The Company (a) may deliver to the Trustee Outstanding
          Securities (other than any previously called for redemption) of a
          series or Tranche in respect of which a mandatory sinking fund
          payment is to be made and (b) may apply as a credit Securities of
          such series or Tranche which have been redeemed either at the
          election of the Company pursuant to the terms of such Securities
          or through the application of permitted optional sinking fund
          payments pursuant to the terms of such Securities, in each case
          in satisfaction of all or any part of such mandatory sinking fund
          payment; provided, however, that no Securities shall be applied
          in satisfaction of a mandatory sinking fund payment if such
          Securities shall have been previously so applied.  Securities so
          applied shall be received and credited for such purpose by the
          Trustee at the Redemption Price specified in such Securities for
          redemption through operation of the sinking fund and the amount
          of such mandatory sinking fund payment shall be reduced
          accordingly.

          SECTION 503.  REDEMPTION OF SECURITIES FOR SINKING FUND.

                    Not less than 45 days prior to each sinking fund
          payment date for the Securities of any series, or any Tranche
          thereof, the Company shall deliver to the Trustee an Officer's
          Certificate specifying:

                    (a)  the amount of the next succeeding mandatory
               sinking fund payment for such series or Tranche;

                    (b)  the amount, if any, of the optional sinking fund
               payment to be made together with such mandatory sinking fund
               payment;

                    (c)  the aggregate sinking fund payment;

                    (d)  the portion, if any, of such aggregate sinking
               fund payment which is to be satisfied by the payment of
               cash;

                    (e)  the portion, if any, of such aggregate sinking
               fund payment which is to be satisfied by delivering and
               crediting Securities of such series or Tranche pursuant to
               Section 502 and stating the basis for such credit and that
               such Securities have not previously been so credited, and
               the Company shall also deliver to the Trustee any Securities
               to be so delivered.  If the Company shall not deliver such
               Officer's Certificate, the next succeeding sinking fund
               payment for such series or Tranche shall be made entirely in
               cash in the amount of the mandatory sinking fund payment. 
               Not less than 30 days before each such sinking fund payment
               date the Trustee shall select the Securities to be redeemed
               upon such sinking fund payment date in the manner specified
               in Section 403 and cause notice of the redemption thereof to
               be given in the name of and at the expense of the Company in
               the manner provided in Section 404.  Such notice having been
               duly given, the redemption of such Securities shall be made
               upon the terms and in the manner stated in Sections 405 and
               406.


                                     ARTICLE SIX

                                      COVENANTS

          SECTION 601.  PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST.

                    The Company shall pay the principal of and premium, if
          any, and interest, if any, on the Securities of each series in
          accordance with the terms of such Securities and this Indenture.

          SECTION 602.  MAINTENANCE OF OFFICE OR AGENCY.

                    The Company shall maintain in each Place of Payment for
          the Securities of each series, or any Tranche thereof, an office
          or agency where payment of such Securities shall be made or
          surrendered for payment, where registration of transfer or
          exchange of such Securities may be effected and where notices and
          demands to or upon the Company in respect of such Securities and
          this Indenture may be served.  The Company shall give prompt
          written notice to the Trustee of the location, and any change in
          the location, of each such office or agency and prompt notice to
          the Holders of any such change in the manner specified in Section
          106.  If at any time the Company shall fail to maintain any such
          required office or agency in respect of Securities of any series,
          or any Tranche thereof, or shall fail to furnish the Trustee with
          the address thereof, payment of such Securities may be made,
          registration of transfer or exchange thereof may be effected and
          notices and demands in respect thereby may be served at the
          Corporate Trust Office of the Trustee, and the Company hereby
          appoints the Trustee as its agent for all such purposes in any
          such event.

                    The Company may also from time to time designate one or
          more other offices or agencies with respect to the Securities of
          one or more series, or any Tranche thereof, for any or all of the
          foregoing purposes and may from time to time rescind such
          designations; provided, however, that, unless otherwise specified
          as contemplated by Section 301 with respect to the Securities of
          such series or Tranche, no such designation or rescission shall
          in any manner relieve the Company of its obligation to maintain
          an office or agency for such purposes in each Place of Payment
          for such Securities in accordance with the requirements set forth
          above.  The Company shall give prompt written notice to the
          Trustee, and prompt notice to the Holders in the manner specified
          in Section 106, of any such designation or rescission and of any
          change in the location of any such other office or agency.

                    Anything herein to the contrary notwithstanding, any
          office or agency required by this Section may be maintained at an
          office of the Company or any Affiliate of either of them, in
          which event the Company or such Affiliate, as the case may be,
          shall perform all functions to be performed at such office or
          agency.


          SECTION 603.  MONEY FOR SECURITIES PAYMENTS TO BE HELD IN TRUST.

                    If the Company shall at any time act as its own Paying
          Agent with respect to the Securities of any series, or any
          Tranche thereof, it shall, on or before each due date of the
          principal of and premium, if any, or interest, if any, on any of
          such Securities, segregate and hold in trust for the benefit of
          the Persons entitled thereto a sum sufficient to pay the
          principal and premium or interest so becoming due until such sums
          shall be paid to such Persons or otherwise disposed of as herein
          provided and shall promptly notify the Trustee of its action or
          failure so to act.

                    Whenever the Company shall have one or more Paying
          Agents for the Securities of any series, or any Tranche thereof,
          it shall, prior to each due date of the principal of and premium,
          if any, or interest, if any, on such Securities, deposit with
          such Paying Agents sums sufficient (without duplication) to pay
          the principal and premium or interest so becoming due, such sum
          to be held in trust for the benefit of the Persons entitled to
          such principal, premium or interest, and (unless such Paying
          Agent is the Trustee) the Company shall promptly notify the
          Trustee of its action or failure so to act.

                    The Company shall cause each Paying Agent for the
          Securities of any series, or any Tranche thereof, other than the
          Company or the Trustee, to execute and deliver to the Trustee an
          instrument in which such Paying Agent shall agree with the
          Trustee, subject to the provisions of this Section, that such
          Paying Agent shall:

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

                    (b)  give the Trustee notice of any default by the
               Company (or any other obligor upon the Securities of such
               series) in the making of any payment of principal of and
               premium, if any, or interest, if any, on the Securities of
               such series or Tranche; and

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

                    The Company may at any time pay, or by Company Order
          direct any Paying Agent to pay, to the Trustee all sums held in
          trust by the Company or such Paying Agent, such sums to be held
          by the Trustee upon the same trusts as those upon which such sums
          were held by the Company or such Paying Agent and, if as stated
          in a Company Order delivered to the Trustee, in accordance with
          the provisions of Article Seven; and, upon such payment by any
          Paying Agent to the Trustee, such Paying Agent shall be released
          from all further liability with respect to such money.

                    Any money deposited with the Trustee or any Paying
          Agent, or then held by the Company, in trust for the payment of
          the principal of and premium, if any, or interest, if any, on any
          Security and remaining unclaimed for two years after such
          principal and premium, if any, or interest has become due and
          payable shall be paid to the Company on Company Request, or, if
          then held by the Company, shall be discharged from such trust;
          and the Holder of such Security shall thereafter, as an unsecured
          general creditor, look only to the Company for payment thereof,
          and all liability of the Trustee or such Paying Agent with
          respect to such trust money, and all liability of the Company as
          trustee thereof, shall thereupon cease; provided, however, that
          the Trustee or such Paying Agent, before being required to make
          any such payment to the Company, may at the expense of the
          Company, either (a) cause to be mailed, on one occasion only,
          notice to such Holder that such money remains unclaimed and that,
          after a date specified therein, which shall not be less than 30
          days from the date of such mailing, any unclaimed balance of such
          money then remaining will be paid to the Company or (b) cause to
          be published once, in a newspaper published in the English
          language, customarily published on each Business Day and of
          general circulation in the Borough of Manhattan, The City of New
          York, notice that such money remains unclaimed and that after a
          date specified therein, which shall not be less than 30 days from
          the date of such publication, any unclaimed balance of such money
          then remaining will be paid to the Company.

          SECTION 604.  CORPORATE EXISTENCE.

                    Subject to the rights of the Company under Article
          Eleven, the Company shall do or cause to be done all things
          necessary to preserve and keep in full force and effect its
          corporate existence.

          SECTION 605.  ANNUAL OFFICER'S CERTIFICATE

                    Not later than April 30 in each year, commencing April
          30, 1999, the Company shall deliver to the Trustee an Officer's
          Certificate which need not comply with Section 102, executed by
          its principal executive officer, principal financial officer or
          principal accounting officer, as to such officer's knowledge of 
          such obligor's compliance with all conditions and covenants under
          this Indenture, such compliance to be determined without regard
          to any period of grace or requirement of notice under this
          Indenture.

          SECTION 606.  WAIVER OF CERTAIN COVENANTS.

                    The Company may omit in any particular instance to
          comply with any term, provision or condition set forth in

                    (a)  any covenant or restriction specified with respect
               to the Securities of any series, or any Tranche thereof, as
               contemplated by Section 301 or by Section 1201(b) if before
               the time for such compliance the Holders of a majority in
               aggregate principal amount of the Outstanding Securities of
               all series and Tranches with respect to which compliance
               with such covenant or restriction is to be omitted,
               considered as one class, shall, by Act of such Holders,
               either waive such compliance in such instance or generally
               waive compliance with such term, provision or condition; and

                    (b)  Section 1101(b) if before the time for such
               compliance the Holders of a majority in principal amount of
               Securities Outstanding under this Indenture shall, by Act of
               such Holders, either waive such compliance in such instance
               or generally waive compliance with such term, provision or
               condition;

          but, in either case, no such waiver shall extend to or affect
          such term, provision or condition except to the extent so
          expressly waived, and, until such waiver shall become effective,
          the obligations of the Company and the duties of the Trustee in
          respect of any such term, provision or condition shall remain in
          full force and effect.

          SECTION 607.  CALCULATION OF THE ORIGINAL ISSUE DISCOUNT.

                    In the event that the Securities of any series or
          Tranche are issued with original issue discount, the Company
          shall timely file with the Trustee such specific information
          relating to the original issue discount as may then be required
          under the Internal Revenue Code of 1986, as amended from time to
          time, or under any successor statute, to be furnished to the
          Holders of such Securities by the Company or by the Trustee.


                                    ARTICLE SEVEN

                              SATISFACTION AND DISCHARGE

          SECTION 701.  SATISFACTION AND DISCHARGE OF SECURITIES.

                    Any Security or Securities, or any portion of the
          principal amount thereof, shall be deemed to have been paid for
          all purposes of this Indenture, and the entire indebtedness of
          the Company in respect thereof shall be satisfied and discharged,
          if there shall have been irrevocably deposited with the Trustee
          or any Paying Agent (other than the Company), in trust:

                    (a)  money in an amount which shall be sufficient, or

                    (b)  in the case of a deposit made prior to the
               Maturity of such Securities or portions thereof, Eligible
               Obligations, which shall not contain provisions permitting
               the redemption or other prepayment thereof at the option of
               the issuer thereof, the principal of and the interest on
               which when due, without any regard to reinvestment thereof,
               will provide moneys which, together with the money, if any,
               deposited with or held by the Trustee or such Paying Agent,
               shall be sufficient, or

                    (c)  a combination of (a) or (b) which shall be
               sufficient,

          to pay when due the principal of and premium, if any, and
          interest, if any, due and to become due on such Securities or
          portions thereof; provided, however, that in the case of the
          provision for payment or redemption of less than all the
          Securities of any series or Tranche, such Securities or portions
          thereof shall have been selected by the Trustee as provided
          herein and, in the case of a redemption, the notice requisite to
          the validity of such redemption shall have been given or
          irrevocable authority shall have been given by the Company to the
          Trustee to give such notice, under arrangements satisfactory to
          the Trustee; and provided, further, that the Company shall have
          delivered to the Trustee and such Paying Agent:

                    (x)  if such deposit shall have been made prior to the
               Maturity of such Securities, a Company Order stating that
               the money and Eligible Obligations deposited in accordance
               with this Section shall be held in trust, as provided in
               Section 603; 

                    (y)  if Eligible Obligations shall have been deposited,
               an Opinion of Counsel to the effect that such obligations
               constitute Eligible Obligations and do not contain
               provisions permitting the redemption or other prepayment
               thereof at the option of the issuer thereof, and an opinion
               of an independent public accountant of nationally recognized
               standing, selected by the Company, to the effect that the
               other requirements set forth in clause (b) and (c) above
               have been satisfied; and 

                    (z)  if such deposit shall have been made prior to the
               Maturity of such Securities, an Officer's Certificate
               stating the Company's intention that, upon delivery of such
               Officer's Certificate, its indebtedness in respect of such
               Securities or portions thereof will have been satisfied and
               discharged as contemplated in this Section.

                    Upon the deposit of money or Eligible Obligations, or
          both, in accordance with this Section, together with the
          documents required by clauses (x), (y) and (z) above, the Trustee
          shall, upon Company Request, acknowledge in writing that such
          Securities or portions thereof are deemed to have been paid for
          all purposes of this Indenture and that the entire indebtedness
          of the Company in respect thereof has been satisfied and
          discharged as contemplated in this Section.  In the event that
          all of the conditions set forth in the preceding paragraph shall
          have been satisfied in respect of any Securities or portions
          thereof except that, for any reason, the Officer's Certificate
          specified in clause (z) (if otherwise required) shall not have
          been delivered, such Securities or portions thereof shall
          nevertheless be deemed to have been paid for all purposes of this
          Indenture, and the Holders of such Securities or portions thereof
          shall nevertheless be no longer entitled to the benefits provided
          by this Indenture or of any of the covenants of the Company under
          Article Six (except the covenants contained in Sections 602 and
          603) or any other covenants made in respect of such Securities or
          portions thereof as contemplated by Section 301 or Section
          1201(b), but the indebtedness of the Company in respect of such
          Securities or portions thereof shall not be deemed to have been
          satisfied and discharged prior to Maturity for any other purpose;
          and, upon Company Request, the Trustee shall acknowledge in
          writing that such Securities or portions thereof are deemed to
          have been paid for all purposes of this Indenture.

                    If payment at Stated Maturity of less than all of the
          Securities of any series, or any Tranche thereof, is to be
          provided for in the manner and with the effect provided in this
          Section, the Trustee shall select such Securities, or portions of
          principal amount thereof, in the manner specified by Section 403
          for selection for redemption of less than all the Securities of a
          series or Tranche.

                    In the event that Securities which shall be deemed to
          have been paid for purposes of this Indenture, and, if such is
          the case, in respect of which the Company's indebtedness shall
          have been satisfied and discharged, all as provided in this
          Section, do not mature and are not to be redeemed within the
          sixty (60) day period commencing with the date of the deposit of
          moneys or Eligible Obligations, as aforesaid, the Company shall,
          as promptly as practicable, give a notice, in the same manner as
          a notice of redemption with respect to such Securities, to the
          Holders of such Securities to the effect that such deposit has
          been made and the effect thereof.

                    Notwithstanding that any Securities shall be deemed to
          have been paid for purposes of this Indenture, as aforesaid, the
          obligations of the Company and the Trustee in respect of such
          Securities under Sections 304, 305, 306, 404, 602, 603, 907 and
          914 and this Article shall survive.

                    The Company shall pay, and shall indemnify the Trustee
          or any Paying Agent with which Eligible Obligations shall have
          been deposited as provided in this Section against, any tax, fee
          or other charge imposed on or assessed against such Eligible
          Obligations or the principal or interest received in respect of
          such Eligible Obligations, including, but not limited to, any
          such tax payable by any entity deemed, for tax purposes, to have
          been created as a result of such deposit.

                    Anything herein to the contrary notwithstanding, (a)
          if, at any time after a Security would be deemed to have been
          paid for purposes of this Indenture, and, if such is the case,
          the Company's indebtedness in respect thereof would be deemed to
          have been satisfied and discharged, pursuant to this Section
          (without regard to the provisions of this paragraph), the Trustee
          or any Paying Agent, as the case may be, (i) shall be required to
          return the money or Eligible Obligations, or combination thereof,
          deposited with it as aforesaid to the Company or its
          representative under any applicable Federal or State bankruptcy,
          insolvency or other similar law, or (ii) are unable to apply any
          money in accordance with this Article with respect to any
          Securities by reason of any order or judgment of any court or
          governmental authority enjoining, restraining or otherwise
          prohibiting such application, such Security shall thereupon be
          deemed retroactively not to have been paid and any satisfaction
          and discharge of the Company's indebtedness in respect thereof
          shall retroactively be deemed not to have been effected, and such
          Security shall be deemed to remain Outstanding and (b) any
          satisfaction and discharge of the Company's indebtedness in
          respect of any Security shall be subject to the provisions of the
          last paragraph of Section 603.

          SECTION 702.  SATISFACTION AND DISCHARGE OF INDENTURE.

                    This Indenture shall upon Company Request cease to be
          of further effect (except as hereinafter expressly provided), and
          the Trustee, at the expense of the Company, shall execute such
          instruments as the Company shall reasonably request to evidence
          and acknowledge the satisfaction and discharge of this Indenture,
          when:

                    (a)  no Securities remain Outstanding hereunder; and 

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

          provided, however, that if, in accordance with the last paragraph
          of Section 701, any Security, previously deemed to have been paid
          for purposes of this Indenture, shall be deemed retroactively not
          to have been so paid, this Indenture shall thereupon be deemed
          retroactively not to have been satisfied and discharged, as
          aforesaid, and to remain in full force and effect, and the
          Company shall execute and deliver such instruments as the Trustee
          shall reasonably request to evidence and acknowledge the same.

                    Notwithstanding the satisfaction and discharge of this
          Indenture as aforesaid, the obligations of the Company, and the
          Trustee under Sections 304, 305, 306, 404, 602, 603, 907 and 914
          and this Article shall survive.

                    Upon satisfaction and discharge of this Indenture as
          provided in this Section, the Trustee shall turn over to the
          Company any and all money, securities and other property then
          held by the Trustee for the benefit of the Holders of the
          Securities (other than money and Eligible Obligations held by the
          Trustee pursuant to Section 703) and shall execute and deliver to
          the Company such instruments as, in the judgment of the Company,
          shall be necessary, desirable or appropriate to effect or
          evidence the satisfaction and discharge of this Indenture.

          SECTION 703.  APPLICATION OF TRUST MONEY.

                    Neither the Eligible Obligations nor the money
          deposited pursuant to Section 701, nor the principal or interest
          payments on any such Eligible Obligations, shall be withdrawn or
          used for any purpose other than, and shall be held in trust for,
          the payment of the principal of and premium, if any, and
          interest, if any, on the Securities or portions of principal
          amount thereof in respect of which such deposit was made, all
          subject, however, to the provisions of Section 603; provided,
          however, that any cash received from such principal or interest
          payments on such Eligible Obligations, if not then needed for
          such purpose, shall, to the extent practicable and upon Company
          Request and delivery to the Trustee of the documents referred to
          in clause (y) in the first paragraph of Section 701, be invested
          in Eligible Obligations of the type described in clause (b) in
          the first paragraph of Section 701 maturing at such times and in
          such amounts as shall be sufficient, together with any other
          moneys and the proceeds of any other Eligible Obligations then
          held by the Trustee, to pay when due the principal of and
          premium, if any, and interest, if any, due and to become due on
          such Securities or portions thereof on and prior to the Maturity
          thereof, and interest earned from such reinvestment shall be paid
          over to the Company as received, free and clear of any trust,
          lien or pledge under this Indenture (except the lien provided by
          Section 907); and provided, further, that any moneys held in
          accordance with this Section on the Maturity of all such
          Securities in excess of the amount required to pay the principal
          of and premium, if any, and interest, if any, then due on such
          Securities shall be paid over to the Company free and clear of
          any trust, lien or pledge under this Indenture (except the lien
          provided by Section 907); and provided, further, that if an Event
          of Default shall have occurred and be continuing, moneys to be
          paid over to the Company pursuant to this Section shall be held
          until such Event of Default shall have been waived or cured.


                                    ARTICLE EIGHT

                             EVENTS OF DEFAULT; REMEDIES

          SECTION 801.  EVENTS OF DEFAULT.

                    "Event of Default", wherever used herein with respect
          to Securities of any series, means any one of the following
          events:

                    (a)  default in the payment of principal of or premium,
               if any, or interest on any Security of such series when it
               becomes due and payable and continuance of such default for
               a period of 30 days; or

                    (b)  default in the performance of, or breach of, any
               covenant or warranty of the Company in this Indenture (other
               than a covenant or warranty a default in the performance of
               which or breach of which is elsewhere in this Section
               specifically dealt with or which has expressly been included
               in this Indenture solely for the benefit of one or more
               series of Securities other than such series) and continuance
               of such default or breach for a period of 90 days after
               there has been given, by registered or certified mail, to
               the Company by the Trustee, or to the Company and the
               Trustee by the Holders of at least 75% in principal amount
               of the Outstanding Securities of such series, a written
               notice specifying such default or breach and requiring it to
               be remedied and stating that such notice is a "Notice of
               Default" hereunder, unless the Trustee, or the Trustee and
               the Holders of a principal amount of Securities of such
               series not less than the principal amount of Securities the
               Holders of which gave such notice, as the case may be, shall
               agree in writing to an extension of such period prior to its
               expiration; provided, however, that the Trustee, or the
               Trustee and the Holders of such principal amount of
               Securities of such series, as the case may be, shall be
               deemed to have agreed to an extension of such period if
               corrective action is initiated by the Company within such
               period and is being diligently pursued; or

                    (c)  any other Event of Default specified with respect
               to Securities of such series.

          SECTION 802.  ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.

                    If an Event of Default shall have occurred and be
          continuing with respect to Securities of any series at the time
          Outstanding, then in every such case the Holders of not less than
          75% in principal amount of the Outstanding Securities of such
          series may declare the principal amount (or, if any of the
          Securities of such series are Discount Securities, such portion
          of the principal amount of such Securities as may be specified in
          the terms thereof as contemplated by Section 301) of all of the
          Securities of such series to be due and payable immediately, by a
          notice in writing to the Company (and to the Trustee if given by
          Holders), and upon receipt by the Company of notice of such
          declaration such principal amount (or specified amount) shall
          become immediately due and payable; provided, however, that if an
          Event of Default shall have occurred and be continuing with
          respect to more than one series of Securities, the Holders of not
          less than 75% in aggregate principal amount of the Outstanding
          Securities of all such series, considered as one class, may make
          such declaration of acceleration, and not the Holders of the
          Securities of any one of such series.

                    At any time after such a declaration of acceleration
          with respect to Securities of any series shall have been made and
          before a judgment or decree for payment of the money due shall
          have been obtained by the Trustee as hereinafter in this Article
          provided, such declaration and its consequences shall, without
          further act, be deemed to have been rescinded and annulled, if

                         (a)  the Company shall have paid or deposited with
                    the Trustee a sum sufficient to pay

                              (1)  all overdue interest, if any, on all
                         Securities of such series then Outstanding;

                              (2)  the principal of and premium, if any, on
                         any Securities of such series then Outstanding
                         which have become due otherwise than by such
                         declaration of acceleration and interest thereon
                         at the rate or rates prescribed therefor in such
                         Securities;

                              (3)  to the extent that payment of such
                         interest is lawful, interest upon overdue interest
                         at the rate or rates prescribed therefor in such
                         Securities;

                              (4)  all amounts due to the Trustee under
                         Section 907;

                    and

                         (b)  all Events of Default with respect to
                    Securities of such series, other than the non payment
                    of the principal of Securities of such series which
                    shall have become due solely by such declaration of
                    acceleration, shall have been cured or waived as
                    provided in Section 813.

          No such rescission shall affect any subsequent Event of Default
          or impair any right consequent thereon.

          SECTION 803.  COLLECTION OF INDEBTEDNESS AND SUITS FOR
                        ENFORCEMENT BY TRUSTEE.

                    If an Event of Default described in clause (a) of
          Section 801 shall have occurred, the Company shall, upon demand
          of the Trustee, pay to it, for the benefit of the Holders of the
          Securities of the series with respect to which such Event of
          Default shall have occurred, the whole amount then due and
          payable on such Securities for principal and premium, if any, and
          interest, if any, and, to the extent permitted by law, interest
          on premium, if any, and on any overdue principal and interest, at
          the rate or rates prescribed therefor in such Securities, and, in
          addition thereto, such further amount as shall be sufficient to
          cover any amounts due to the Trustee under Section 907.

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

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

          SECTION 804.  TRUSTEE MAY FILE PROOFS OF CLAIM.

                    In case of the pendency of any receivership,
          insolvency, liquidation, bankruptcy, reorganization, arrangement,
          adjustment, composition or other judicial proceeding relative to
          the Company or any other obligor upon the Securities or the
          property of the Company or of such other obligor or their
          creditors, 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 on the Company for the payment
          of overdue principal or interest) shall be entitled and
          empowered, by intervention in such proceeding or otherwise,

                    (a)  to file and prove a claim for the whole amount of
               principal, premium, if any, and interest, if any, owing and
               unpaid in respect of the Securities and to file such other
               papers or documents as may be necessary or advisable in
               order to have the claims of the Trustee (including any claim
               for amounts due to the Trustee under Section 907) and of the
               Holders allowed in such judicial proceeding, and

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

          and any custodian, receiver, assignee, trustee, liquidator,
          sequestrator or other similar official in any such judicial
          proceeding is hereby authorized by each Holder to make such
          payments to the Trustee and, in the event that the Trustee shall
          consent to the making of such payments directly to the Holders,
          to pay to the Trustee any amounts due it under Section 907.

                    Nothing herein contained shall be deemed to authorize
          the Trustee to authorize or consent to or accept or adopt on
          behalf of any Holder any plan of reorganization, arrangement,
          adjustment or composition affecting the Securities or the rights
          of any Holder thereof or to authorize the Trustee to vote in
          respect of the claim of any Holder in any such proceeding;
          provided, however, that the Trustee may, on behalf of the
          Holders, be a member of a creditors' or similar other committee.

          SECTION 805.  TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF
                        SECURITIES.

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

          SECTION 806.  APPLICATION OF MONEY COLLECTED.

                    Any money collected by the Trustee pursuant to this
          Article shall be applied in the following order, to the extent
          permitted by law, at the date or dates fixed by the Trustee and,
          in case of the distribution of such money on account of principal
          or premium, if any, or interest, if any, upon presentation of the
          Securities in respect of which or for the benefit of which such
          money shall have been collected and the notation thereon of the
          payment if only partially paid and upon surrender thereof if
          fully paid:

                    FIRST:  To the payment of all amounts due the Trustee
               under Section 907;

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

                    THIRD:  To the payment of the remainder, if any, to the
               Company or to whomsoever may be lawfully entitled to receive
               the same or as a court of competent jurisdiction may direct.

          SECTION 807.  LIMITATION ON SUITS.

                    No Holder shall have any right to institute any
          proceeding, judicial or otherwise, with respect to this
          Indenture, or for the appointment of a receiver or trustee, or
          for any other remedy hereunder, unless:

                    (a)  such Holder shall have previously given written
               notice conforming to the requirements of Section 105 hereof,
               to the Trustee of a continuing Event of Default with respect
               to the Securities of such series;

                    (b)  the Holders of 75% in aggregate principal amount
               of the Outstanding Securities of all series in respect of
               which an Event of Default shall have occurred and be
               continuing, considered as one class, shall have made written
               request to the Trustee to institute proceedings in respect
               of such Event of Default in its own name as Trustee
               hereunder;

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

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

                    (e)  no direction inconsistent with such written
               request shall have been given to the Trustee during such 60-
               day period by the Holders of a majority in aggregate
               principal amount of the Outstanding Securities of all series
               in respect of which an Event of Default shall have occurred
               and be continuing, considered as one class;

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

          SECTION 808.  UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE
                        PRINCIPAL, PREMIUM AND INTEREST.

                    Notwithstanding any other provision in this Indenture,
          the Holder of any Security shall have the right, which is
          absolute and unconditional, to receive payment of the principal
          of and premium, if any, and (subject to Section 307) interest, if
          any, on such Security on the Stated Maturity or Maturities
          expressed in such Security (or, in the case of redemption, on the
          Redemption Date) and to institute suit for the enforcement of any
          such payment, and such rights shall not be impaired without the
          consent of such Holder.

          SECTION 809.  RESTORATION OF RIGHTS AND REMEDIES.

                    If the Trustee or any Holder has instituted any
          proceeding to enforce any right or remedy under this Indenture
          and such proceeding shall have been discontinued or abandoned for
          any reason, or shall have been determined adversely to the
          Trustee or to such Holder, then and in every such case, subject
          to any determination in such proceeding, the Company, the Trustee
          and such Holder shall be restored severally and respectively to
          their former positions hereunder and thereafter all rights and
          remedies of the Trustee and such Holder shall continue as though
          no such proceeding had been instituted.

          SECTION 810.  RIGHTS AND REMEDIES CUMULATIVE.

                    Except as otherwise provided in the last paragraph of
          Section 306, no right or remedy herein conferred upon or reserved
          to the Trustee or to the Holders is intended to be exclusive of
          any other right or remedy, and every right and remedy shall, to
          the extent permitted by law, be cumulative and in addition to
          every other right and remedy given hereunder or now or hereafter
          existing at law or in equity or otherwise.  The assertion or
          employment of any right or remedy hereunder, or otherwise, shall
          not prevent the concurrent assertion or employment of any other
          appropriate right or remedy.

          SECTION 811.  DELAY OR OMISSION NOT WAIVER.

                    No delay or omission of the Trustee or of any Holder to
          exercise any right or remedy accruing upon any Event of Default
          shall impair any such right or remedy or constitute a waiver of
          any such Event of Default or an acquiescence therein.  Every
          right and remedy given by this Article or by law to the Trustee
          or to the Holders may be exercised from time to time, and as
          often as may be deemed expedient, by the Trustee or by the
          Holders, as the case may be.

          SECTION 812.  CONTROL BY HOLDERS OF SECURITIES.

                    If an Event of Default shall have occurred and be
          continuing in respect of a series of Securities, the Holders of a
          majority in principal amount of the Outstanding Securities of
          such series shall have the right to direct the time, method and
          place of conducting any proceeding for any remedy available to
          the Trustee, or exercising any trust or power conferred on the
          Trustee, with respect to the Securities of such series; provided,
          however, that if an Event of Default shall have occurred and be
          continuing with respect to more than one series of Securities,
          the Holders of a majority in aggregate principal amount of the
          Outstanding Securities of all such series, considered as one
          class, shall have the right to make such direction, and not the
          Holders of the Securities of any one of such series; and
          provided, further, that

                    (a)  such direction shall not be in conflict with any
               rule of law or with this Indenture, and could not involve
               the Trustee in personal liability in circumstances where
               indemnity would not, in the Trustee's sole discretion, be
               adequate, and

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

          SECTION 813.  WAIVER OF PAST DEFAULTS.

                    The Holders of not less than a majority in principal
          amount of the Outstanding Securities of any series may on behalf
          of the Holders of all the Securities of such series waive any
          past default hereunder with respect to such series and its
          consequences, except a default

                    (a)  in the payment of the principal of or premium, if
               any, or interest, if any, on any Security of such series, or

                    (b)  in respect of a covenant or provision hereof which
               under Section 1202 cannot be modified or amended without the
               consent of the Holder of each Outstanding Security of such
               series affected.

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

          SECTION 814.  UNDERTAKING FOR COSTS.

                    The Company and the Trustee agree, and each Holder 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 Company, to any suit instituted by the Trustee,
          to any suit instituted by any Holder, or group of Holders,
          holding in the aggregate more than 10% in aggregate principal
          amount of the Outstanding Securities of all series in respect of
          which such suit may be brought, considered as one class, or to
          any suit instituted by any Holder for the enforcement of the
          payment of the principal of or premium, if any, or interest, if
          any, on any Security on or after the Stated Maturity or
          Maturities expressed in such Security (or, in the case of
          redemption, on or after the Redemption Date).

          SECTION 815.  WAIVER OF USURY, STAY OR EXTENSION LAWS.

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


                                     ARTICLE NINE

                                     THE TRUSTEE

          SECTION 901.  CERTAIN DUTIES AND RESPONSIBILITIES.

                    (a)  Except during the continuance of an Event of
          Default with respect to Securities of any series,

                    (1)  the Trustee undertakes to perform, with respect to
               Securities of such series, such duties and only such duties
               as are specifically set forth in this Indenture, and no
               implied covenants or obligations shall be read into this
               Indenture against the Trustee; and

                    (2)  in the absence of bad faith on its part, the
               Trustee may, with respect to Securities of such series,
               conclusively rely, as to the truth of the statements and the
               correctness of the opinions expressed therein, upon
               certificates or opinions furnished to the Trustee and
               conforming to the requirements of this Indenture; but in the
               case of any such 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)  In case an Event of Default with respect to
          Securities of any series shall have occurred and be continuing,
          the Trustee shall exercise, with respect to Securities of such
          series, 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 such person's own affairs.

                    (c)  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

                    (1)  this subsection shall not be construed to limit
               the effect of subsection (a) of this Section;

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

                    (3)  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 of a
               majority in principal amount of the Outstanding Securities
               of any one or more series, as provided herein, 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
               with respect to the Securities of such series; and

                    (4)  no provision of this Indenture shall require the
               Trustee to expend or risk its own funds or otherwise incur
               any financial liability in the performance of any of its
               duties hereunder, or in the exercise of any of its rights or
               powers, if it shall have reasonable grounds for believing
               that repayment of such funds or adequate indemnity against
               such risk or liability is not reasonably assured to it.

                    (d)  Whether or not therein expressly so provided,
          every provision of this Indenture relating to the conduct or
          affecting the liability of or affording protection to the Trustee
          shall be subject to the provisions of this Section.

          SECTION 902.  NOTICE OF DEFAULTS.

                    The Trustee shall give notice of any default hereunder
          with respect to the Securities of any series to the Holders of
          Securities of such series in the manner and to the extent
          required to do so by the Trust Indenture Act, unless such default
          shall have been cured or waived; provided, however, that in the
          case of any default of the character specified in Section 801(b),
          no such notice to Holders shall be given until at least 75 days
          after the occurrence thereof.  For the purpose of this Section,
          the term "default" means any event which is, or after notice or
          lapse of time, or both, would become, an Event of Default with
          respect to the Securities of such series.

          SECTION 903.  CERTAIN RIGHTS OF TRUSTEE.

                    Subject to the provisions of Section 901 and to the
          applicable provisions of the Trust Indenture Act:

                    (a)  the Trustee may conclusively rely and shall be
               protected in acting or refraining from acting upon any
               resolution, certificate, statement, instrument, opinion,
               report, notice, request, direction, consent, order, bond,
               debenture, note, other evidence of indebtedness 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 or direction of the Company mentioned
               herein shall be sufficiently evidenced by a Company Request
               or Company Order, or as otherwise expressly provided herein,
               and any resolution of the Board of Directors of the Company
               may be sufficiently evidenced by a Board Resolution thereof;

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

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

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

                    (f)  the Trustee shall not be bound to make any
               investigation into the facts or matters stated in any
               resolution, certificate, statement, instrument, opinion,
               report, notice, request, direction, consent, order, bond,
               debenture, note, other evidence of indebtedness or other
               paper or document, but the Trustee, in its discretion, may
               make such further inquiry or investigation into such facts
               or matters as it may see fit, and, if the Trustee shall
               determine to make such further inquiry or investigation, it
               shall (subject to applicable legal requirements) be entitled
               to examine, during normal business hours, the books, records
               and premises of the Company, personally or by agent or
               attorney;

                    (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 and the
               Trustee shall not be responsible for any misconduct or
               negligence on the part of any agent or attorney appointed
               with due care by it hereunder;

                    (h)  the Trustee shall not be charged with knowledge of
               any Event of Default with respect to the Securities of any
               series for which it is acting as Trustee unless either (1) a
               Responsible Officer of the Trustee assigned to the Corporate
               Trust Administration and agency group of the Trustee (or any
               successor division or department of the Trustee) shall have
               actual knowledge of the Event of Default or (2) written
               notice of such Event of Default shall have been given to the
               Trustee by the Company or any other obligor on such
               Securities, or by any Holder of such Securities;

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

                    (j)  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.

          SECTION 904.  NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF
                        SECURITIES.

                    The recitals contained herein and in the Securities
          (except the Trustee's certificates of authentication) shall be
          taken as the statements of the Company and neither the Trustee
          nor any Authenticating Agent assumes responsibility for their
          correctness.  The Trustee makes no representations as to the
          validity or sufficiency of this Indenture or of the Securities. 
          Neither Trustee nor any Authenticating Agent shall be accountable
          for the use or application by the Company of Securities or the
          proceeds thereof.

          SECTION 905.  MAY HOLD SECURITIES.

                    Each of the Trustee, any Authenticating Agent, any
          Paying Agent, any Security Registrar or any other agent of the
          Company, in its individual or any other capacity, may become the
          owner or pledgee of Securities and, subject to Sections 908 and
          913, may otherwise deal with the Company with the same rights it
          would have if it were not the Trustee, Authenticating Agent,
          Paying Agent, Security Registrar or such other agent.

          SECTION 906.  MONEY HELD IN TRUST.

                    Money held by the Trustee in trust hereunder need not
          be segregated from other funds, except to the extent required by
          law.  The Trustee shall be under no liability for interest on or
          investment of any money received by it hereunder except as
          expressly provided herein or otherwise agreed with in writing,
          and for the sole benefit of, the Company.

          SECTION 907.  COMPENSATION AND REIMBURSEMENT.

                    The Company agrees

                    (a)  to pay to the Trustee from time to time such
               compensation for all services rendered by it hereunder as
               the Company and the Trustee shall from time to time agree in
               writing (which compensation shall not be limited by any
               provision of law in regard to the compensation of a trustee
               of an express trust);

                    (b)  except as otherwise expressly provided herein, to
               reimburse the Trustee upon its request for all reasonable
               expenses, disbursements and advances reasonably incurred or
               made by the Trustee in accordance with any provision of this
               Indenture (including the reasonable compensation and the
               expenses and disbursements of its agents and counsel),
               except any such expense, disbursement or advance as may be
               attributable to its negligence, wilful misconduct or bad
               faith; and

                    (c)  to indemnify the Trustee and hold it harmless from
               and against, any loss, liability or expense reasonably
               incurred without negligence, wilful misconduct or bad faith
               on its part, arising out of or in connection with the
               acceptance or administration of the trust or trusts
               hereunder, including the costs and expenses of defending
               itself against any claim (whether asserted by the Company,
               any Holder or any other Person) or liability in connection
               with the exercise or performance of any of its powers or
               duties hereunder.

                    As security for the performance of the obligations of
          the Company under this Section, the Trustee shall have a lien
          prior to the Securities upon all property and funds held or
          collected by the Trustee as such, other than property and funds
          held in trust under Section 703 (except moneys payable to the
          Company as provided in Section 703).

                    The provisions of this Section 907 shall survive the
          termination of this Indenture.

          SECTION 908.  DISQUALIFICATION; CONFLICTING INTERESTS.

                    If the Trustee shall have or acquire any conflicting
          interest within the meaning of the Trust Indenture Act, it shall
          either eliminate such conflicting interest or resign to the
          extent, in the manner and with the effect, and subject to the
          conditions, provided in the Trust Indenture Act and this
          Indenture.  For purposes of Section 310(b)(1) of the Trust
          Indenture Act and to the extent permitted thereby, the Trustee,
          in its capacity as trustee in respect of the Securities of any
          series, shall not be deemed to have a conflicting interest
          arising from its capacity as trustee in respect of the Securities
          of any other series.

          SECTION 909.  CORPORATE TRUSTEE REQUIRED; ELIGIBILITY.

                    There shall at all times be a Trustee hereunder which
          shall be 

                    (a)  a corporation organized and doing business under
          the laws of the United States of America, any State thereof or
          the District of Columbia, authorized under such laws to exercise
          corporate trust powers, having a combined capital and surplus of
          at least $50,000,000 and subject to supervision or examination by
          Federal, State or District of Columbia authority, or 

                    (b)  if and to the extent permitted by the Commission
          by rule, regulation or order upon application, a corporation or
          other Person organized and doing business under the laws of a
          foreign government, authorized under such laws to exercise
          corporate trust powers, having a combined capital and surplus of
          at least $50,000,000 or the Dollar equivalent of the applicable
          foreign currency and subject to supervision or examination by
          authority of such foreign government or a political subdivision
          thereof substantially equivalent to supervision or examination
          applicable to United States institutional trustees and, in either
          case, qualified and eligible under this Article and the Trust
          Indenture Act. If such corporation publishes reports of condition
          at least annually, pursuant to law or to the requirements of such
          supervising or examining authority, then for the purposes of this
          Section, the combined capital and surplus of such corporation
          shall be deemed to be its combined capital and surplus as set
          forth in its most recent report of condition so published.  If
          at any time the Trustee shall cease to be eligible in accordance
          with the provisions of this Section and the Trust Indenture Act,
          it shall resign immediately in the manner and with the effect
          hereinafter specified in this Article.

          SECTION 910.  RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.

                    (a)  No resignation or removal of the Trustee and no
          appointment of a successor Trustee pursuant to this Article shall
          become effective until the acceptance of appointment by the
          successor Trustee in accordance with the applicable requirements
          of Section 911.

                    (b)  The Trustee may resign at any time with respect to
          the Securities of one or more series by giving written notice
          thereof to the Company.  If the instrument of acceptance by a
          successor Trustee required by Section 911 shall not have been
          delivered to the Trustee within 30 days after the giving of such
          notice of resignation, the resigning Trustee may petition any
          court of competent jurisdiction for the appointment of a
          successor Trustee with respect to the Securities of such series.

                    (c)  The Trustee may be removed at any time with
          respect to the Securities of any series by Act of the Holders of
          a majority in principal amount of the Outstanding Securities of
          such series delivered to the Trustee and the Company. If the
          instrument of acceptance by a successor Trustee required by
          Section 911 shall not have been delivered to the Trustee within
          30 days after the giving of such notice of removal, the Trustee
          being removed may petition any court of competent jurisdiction
          for the appointment of a successor Trustee with respect to the
          Securities of such series.

                    (d)  If at any time:

                    (1)  the Trustee shall fail to comply with Section 908
               after written request therefor by the Company or by any
               Holder who has been a bona fide Holder for at least six
               months, or

                    (2)  the Trustee shall cease to be eligible under
               Section 909 or Section 310(a) of the Trust Indenture Act and
               shall fail to resign after written request therefor by the
               Company or by any such Holder, or

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

          then, in any such case, (x) the Company by Board Resolution may
          remove the Trustee with respect to all Securities or (y) subject
          to Section 814, any Holder who has been a bona fide Holder for at
          least six months may, on behalf of himself and all others
          similarly situated, petition any court of competent jurisdiction
          for the removal of the Trustee with respect to all Securities and
          the appointment of a successor Trustee or Trustees.

                    (e)  If the Trustee shall resign, be removed or become
          incapable of acting, or if a vacancy shall occur in the office of
          Trustee for any cause (other than as contemplated by clause (y)
          in subsection (d) or this Section), with respect to the
          Securities of one or more series, the Company, by Board
          Resolutions, shall promptly appoint a successor Trustee or
          Trustees with respect to the Securities of that or those series
          (it being understood that any such successor Trustee may be
          appointed with respect to the Securities of one or more or all of
          such series and that at any time (subject to Section 915) there
          shall be only one Trustee with respect to the Securities of any
          particular series) and shall comply with the applicable
          requirements of Section 911.  If, within one year after such
          resignation, removal or incapability, or the occurrence of such
          vacancy, a successor Trustee with respect to the Securities of
          any series shall be appointed by Act of the Holders of a majority
          in principal amount of the Outstanding Securities of such series
          delivered to the Company and the retiring Trustee, the successor
          Trustee so appointed shall, forthwith upon its acceptance of such
          appointment in accordance with the applicable requirements of
          Section 911, become the successor Trustee with respect to the
          Securities of such series and to that extent supersede the
          successor Trustee appointed by the Company.  If no successor
          Trustee with respect to the Securities of any series shall have
          been so appointed by the Company or the Holders and accepted
          appointment in the manner required by Section 911, any Holder who
          has been a bona fide Holder of a Security of such series for at
          least six months may, on behalf of itself and all others
          similarly situated, petition any court of competent jurisdiction
          for the appointment of a successor Trustee with respect to the
          Securities of such series.

                    (f)  So long as no event which is, or after notice or
          lapse of time, or both, would become, an Event of Default shall
          have occurred and be continuing, and except with respect to a
          Trustee appointed by Act of the Holders of a majority in
          principal amount of the Outstanding Securities pursuant to
          subsection (e) of this Section, if the Company shall have
          delivered to the Trustee (i) Board Resolutions of the Company
          appointing a successor Trustee, effective as of a date specified
          therein, and (ii) an instrument of acceptance of such
          appointment, effective as of such date, by such successor Trustee
          in accordance with Section 911, the Trustee shall be deemed to
          have resigned as contemplated in subsection (b) of this Section,
          the successor Trustee shall be deemed to have been appointed by
          the Company pursuant to subsection (e) of this Section and such
          appointment shall be deemed to have been accepted as contemplated
          in Section 911, all as of such date, and all other provisions of
          this Section and Section 911 shall be applicable to such
          resignation, appointment and acceptance except to the extent
          inconsistent with this subsection (f).

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

          SECTION 911.  ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

                    (a)  In case of the appointment hereunder of a
          successor Trustee with respect to the Securities of all series,
          every such successor Trustee so appointed shall execute,
          acknowledge and deliver to the Company and to the retiring
          Trustee an instrument accepting such appointment, and thereupon
          the resignation or removal of the retiring Trustee shall become
          effective and such successor Trustee, without any further act,
          deed or conveyance, shall become vested with all the rights,
          powers, trusts and duties of the retiring Trustee; but, on the
          request of the Company or the successor Trustee, such retiring
          Trustee shall, upon payment of all sums owed to it, execute and
          deliver an instrument transferring to such successor Trustee all
          the rights, powers and trusts of the retiring Trustee and shall
          duly assign, transfer and deliver to such successor Trustee all
          property and money held by such retiring Trustee hereunder.

                    (b)  In case of the appointment hereunder of a
          successor Trustee with respect to the Securities of one or more
          (but not all) series, the Company, the retiring Trustee and each
          successor Trustee with respect to the Securities of one or more
          series shall execute and deliver an indenture supplemental hereto
          wherein each successor Trustee shall accept such appointment and
          which (1) shall contain such provisions as shall be necessary or
          desirable to transfer and confirm to, and to vest in, each
          successor Trustee all the rights, powers, trusts and duties of
          the retiring Trustee with respect to the Securities of that or
          those series to which the appointment of such successor Trustee
          relates, (2) if the retiring Trustee is not retiring with respect
          to all Securities, shall contain such provisions as shall be
          deemed necessary or desirable to confirm that all the rights,
          powers, trusts and duties of the retiring Trustee with respect to
          the Securities of that or those series as to which the retiring
          Trustee is not retiring shall continue to be vested in the
          retiring Trustee and (3) shall add to or change any of the
          provisions of this Indenture as shall be necessary to provide for
          or facilitate the administration of the trusts hereunder by more
          than one Trustee, it being understood that nothing herein or in
          such supplemental indenture shall constitute such Trustees co-
          trustees of the same trust and that each such Trustee shall be
          trustee of a trust or trusts hereunder separate and apart from
          any trust or trusts hereunder administered by any other such
          Trustee; and upon the execution and delivery of such supplemental
          indenture the resignation or removal of the retiring Trustee
          shall become effective to the extent provided therein and each
          such successor Trustee, without any further act, deed or
          conveyance, shall become vested with all the rights, powers,
          trusts and duties of the retiring Trustee with respect to the
          Securities of that or those series to which the appointment of
          such successor Trustee relates; but, on request of the Company or
          any successor Trustee, such retiring Trustee, upon payment of all
          sums owed to it, shall duly assign, transfer and deliver to such
          successor Trustee all property and money held by such retiring
          Trustee hereunder with respect to the Securities of that or those
          series to which the appointment of such successor Trustee
          relates.

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

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

          SECTION 912.  MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO
                        BUSINESS.

                    Any corporation into which the Trustee may be merged or
          converted or with which it may be consolidated, or any
          corporation resulting from any merger, conversion or
          consolidation to which the Trustee shall be a party, or any
          corporation succeeding to all or substantially all the corporate
          trust business of the Trustee, shall be the successor of the
          Trustee hereunder, provided such corporation shall be otherwise
          qualified and eligible under this Article, without the execution
          or filing of any paper or any further act on the part of any of
          the parties hereto.  In case any Securities shall have been
          authenticated, but not delivered, by the Trustee then in office,
          any successor by merger, conversion or consolidation to such
          authenticating Trustee may adopt such authentication and deliver
          the Securities so authenticated with the same effect as if such
          successor Trustee had itself authenticated such Securities.

          SECTION 913.  PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

                    If the Trustee shall be or become a creditor of the
          Company or any other obligor upon the Securities (other than by
          reason of a relationship described in Section 311(b) of the Trust
          Indenture Act), the Trustee shall be subject to any and all
          applicable provisions of the Trust Indenture Act regarding the
          collection of claims against the Company or such other obligor. 
          For purposes of Section 311(b) of the Trust Indenture Act (a) the
          term "cash transaction" shall have the meaning provided in Rule
          11b-4 under the Trust Indenture Act, and (b) the term "self-
          liquidating paper" shall have the meaning provided in Rule 11b-6
          under the Trust Indenture Act.

          SECTION 914.  APPOINTMENT OF AUTHENTICATING AGENT.

                    The Trustee may appoint an Authenticating Agent or
          Agents with respect to the Securities of one or more series, or
          any Tranche thereof, which shall be authorized to act on behalf
          of the Trustee to authenticate Securities of such series or
          Tranche issued upon original issuance, exchange, registration of
          transfer or partial redemption thereof or pursuant to Section
          306, and Securities so authenticated shall be entitled to the
          benefits of this Indenture and shall be valid and obligatory for
          all purposes as if authenticated by the Trustee hereunder. 
          Wherever reference is made in this Indenture to the
          authentication and delivery of Securities by the Trustee or 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 and a certificate of
          authentication executed on behalf of the Trustee by an
          Authenticating Agent.  Each Authenticating Agent shall be
          acceptable to the Company and shall at all times be a corporation
          organized and doing business under the laws of the United States
          of America, any State or territory thereof or the District of
          Columbia or the Commonwealth of Puerto Rico, authorized under
          such laws to act as Authenticating Agent, having a combined
          capital and surplus of not less than $50,000,000 and subject to
          supervision or examination by Federal or State authority.  If
          such Authenticating Agent publishes reports of condition at least
          annually, pursuant to law or to the requirements of said
          supervising or examining authority, then for the purposes of this
          Section, the combined capital and surplus of such Authenticating
          Agent shall be deemed to be its combined capital and surplus as
          set forth in its most recent report of condition so published. 
          If at any time an Authenticating Agent shall cease to be eligible
          in accordance with the provisions of this Section, such
          Authenticating Agent shall resign immediately in the manner and
          with the effect specified in this Section.

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

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

                    The Company agrees to pay to each Authenticating Agent
          from time to time reasonable compensation for its services under
          this Section.

                    The provisions of Sections 308, 904 and 905 shall be
          applicable to each Authenticating Agent.

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

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

                                             THE BANK OF NEW YORK
                                             As Trustee


                                             By______________________
                                               As Authenticating
                                                  Agent


                                             By______________________
                                               Authorized Signatory

                    If all of the Securities of a series may not be
          originally issued at one time, and if the Trustee does not have
          an office capable of authenticating Securities upon original
          issuance located in a Place of Payment where the Company wishes
          to have Securities of such series authenticated upon original
          issuance, the Trustee, if so requested by the Company in writing
          (which writing need not comply with Section 102 and need not be
          accompanied by an Opinion of Counsel), shall appoint, in
          accordance with this Section and in accordance with such
          procedures as shall be acceptable to the Trustee, an
          Authenticating Agent having an office in a Place of Payment
          designated by the Company with respect to such series of
          Securities.

          SECTION 915.  CO-TRUSTEE AND SEPARATE TRUSTEES.

                    At any time or times, for the purpose of meeting the
          legal requirements of any applicable jurisdiction, the Company
          and the Trustee shall have power to appoint, and, upon the
          written request of the Trustee or of the Holders of at least 33%
          in principal amount of the Securities then Outstanding, the
          Company shall for such purpose join with the Trustee in the
          execution and delivery of all instruments and agreements
          necessary or proper to appoint, one or more Persons approved by
          the Trustee either to act as co-trustee, jointly with the
          Trustee, or to act as separate trustee, in either case with such
          powers as may be provided in the instrument of appointment, and
          to vest in such Person or Persons, in the capacity aforesaid, and 
          for the benefit of the Holders, any property, title, right or
          power deemed necessary or desirable, subject to the other
          provisions of this Section.  If the Company does not join in such
          appointment within 15 days after the receipt by it of a request
          so to do, or if an Event of Default shall have occurred and be
          continuing, the Trustee alone shall have power to make such
          appointment.

                    Should any written instrument or instruments from the
          Company be required by any co-trustee or separate trustee to more
          fully confirm to such co-trustee or separate trustee such
          property, title, right or power, any and all such instruments
          shall, on request, be executed, acknowledged and delivered by the
          Company.

                    Every co-trustee or separate trustee shall, to the
          extent permitted by law, but to such extent only, be appointed
          subject to the following conditions:

                    (a)  the Securities shall be authenticated and
          delivered, and all rights, powers, duties and obligations
          hereunder in respect of the custody of securities, cash and other
          personal property held by, or required to be deposited or pledged
          with, the Trustee hereunder, shall be exercised solely, by the
          Trustee;

                    (b)  the rights, powers, duties and obligations hereby
          conferred or imposed upon the Trustee in respect of any property
          covered by such appointment shall be conferred or imposed upon
          and exercised or performed either by the Trustee or by the
          Trustee and such co-trustee or separate trustee jointly, as shall
          be provided in the instrument appointing such co-trustee or
          separate trustee, except to the extent that under any law of any
          jurisdiction in which any particular act is to be performed, the
          Trustee shall be incompetent or unqualified to perform such act,
          in which event such rights, powers, duties and obligations shall
          be exercised and performed singly by such co-trustee or separate
          trustee.

                    (c)  the Trustee at any time, by an instrument in
          writing executed by it, with the concurrence of the Company, may
          accept the resignation of or remove any co-trustee or separate
          trustee appointed under this Section, and, if an Event of Default
          shall have occurred and be continuing, the Trustee shall have
          power to accept the resignation of, or remove, any such co-
          trustee or separate trustee without the concurrence of the
          Company.  Upon the written request of the Trustee, the Company
          shall join with the Trustee in the execution and delivery of all
          instruments and agreements necessary or proper to effectuate such
          resignation or removal.  A successor to any co-trustee or
          separate trustee so resigned or removed may be appointed in the
          manner provided in this Section;

                    (d)  no co-trustee or separate trustee hereunder shall
          be personally liable by reason of any act or omission of the
          Trustee, or any other such trustee hereunder, and the Trustee
          shall not be personally liable by reason of any act or omission
          of any such co-trustee or separate trustee;

                    (e)  any Act of Holders delivered to the Trustee shall
          be deemed to have been delivered to each such co-trustee and
          separate trustee; and

                    (f)  Any separate trustee or co-trustee may at any time
          appoint the Trustee as its agent or attorney-in-fact with full
          power and authority, to the extent not prohibited by law, to do
          any lawful act under or in respect of this Indenture on its
          behalf and in its name.  If any separate trustee or co-trustee
          shall die, become incapable of acting, resign or be removed, all
          of its estates, properties, rights, remedies and trusts shall
          vest in and be exercised by the Trustee, to the extent permitted
          by law, without the appointment of a new successor trustee.
                                                                        

                                     ARTICLE TEN

                  HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

          SECTION 1001.  LISTS OF HOLDERS.

                    Semiannually, not later than September 1 and March 1 in
          each year, commencing March 1, 1999 and at such other times as
          the Trustee may request in writing, the Company shall furnish or
          cause to be furnished to the Trustee information as to the names
          and addresses of the Holders, and the Trustee shall preserve such
          information and similar information received by it in any other
          capacity and afford to the Holders access to information so
          preserved by it, all to such extent, if any, and in such manner
          as shall be required by the Trust Indenture Act; provided,
          however, that no such list need be furnished so long as the
          Trustee shall be the Security Registrar.

          SECTION 1002.  REPORTS BY TRUSTEE AND COMPANY.

                    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 time
          and in the manner provided pursuant thereto.  Reports so required
          to be transmitted at stated intervals of not more than 12 months
          shall be transmitted no later than September 15 in each calendar
          year with respect to the 12-month period ending on the preceding
          July 15, commencing September 15, 1999.  A copy of each such
          report shall, at the time of such transmission to Holders, be
          filed by the Trustee with each stock exchange upon which any
          Securities are listed, with the Commission and with the Company. 
          The Company will promptly notify the Trustee when any Securities
          are listed on any stock exchange and of any delisting thereof.

                    The Company shall file with the Trustee (within thirty
          (30) days after filing with the Commission in the case of reports
          that pursuant to the Trust Indenture Act must be filed with the
          Commission and furnished to the Trustee) and transmit to the
          Holders, such other information, reports and other documents, if
          any, at such times and in such manner, as shall be required by
          the Trust Indenture Act.  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
          Company's compliance with any of its covenants hereunder.


                                    ARTICLE ELEVEN

                 CONSOLIDATION, MERGER, CONVEYANCE, OR OTHER TRANSFER

          SECTION 1101.  COMPANY MAY CONSOLIDATE, ETC.,
                         ONLY ON CERTAIN TERMS.

                    The Company shall not consolidate with or merge into
          any other Person or convey, transfer or lease its properties and
          assets substantially as an entirety to any Person, unless

                    (a)  the Person formed by such consolidation or into
               which the Company is merged or the Person which acquires by
               conveyance or transfer, or which leases, the properties and
               assets of the Company substantially as an entirety shall be
               a Person organized and existing under the laws of the United
               States, any State thereof or the District of Columbia, and
               shall expressly assume, by an indenture supplemental hereto,
               executed and delivered to the Trustee, in form satisfactory
               to the Trustee, the due and punctual payment of the
               principal of and premium, if any, and interest, if any, on
               all Outstanding Securities and the performance of every
               covenant of this Indenture on the part of the Company to be
               performed or observed;

                    (b)  immediately after giving effect to such
               transaction and treating any indebtedness for borrowed money
               which becomes an obligation of the Company as a result of
               such transaction as having been incurred by the Company at
               the time of such transaction, no Event of Default, and no
               event which, after notice or lapse of time or both, would
               become an Event of Default, shall have occurred and be
               continuing; and

                    (c)  the Company, as the case may be, shall have
               delivered to the Trustee an Officer's Certificate and an
               Opinion of Counsel, each stating that such consolidation,
               merger, conveyance or other transfer or lease and such
               indenture supplemental hereto complies with this Article and
               that all conditions precedent herein provided for relating
               to such transactions have been complied with.

          SECTION 1102.  SUCCESSOR PERSON SUBSTITUTED.

                    Upon any consolidation by the Company with or merger by
          the Company into any other Person or any conveyance or other
          transfer or lease of the properties and assets of the Company
          substantially as an entirety in accordance with Section 1101, the
          successor Person formed by such consolidation or into which the
          Company is merged or the Person to which such conveyance, or
          other transfer or lease is made shall succeed to, and be
          substituted for, and may exercise every right and power of, the
          Company under this Indenture with the same effect as if such
          successor Person had been named as the Company herein, and
          thereafter, except in the case of a lease, the predecessor Person
          shall be relieved of all obligations and covenants under this
          Indenture and the Securities Outstanding hereunder. 

          SECTION 1103.  MERGER INTO COMPANY.

                    Nothing in this Indenture shall be deemed to prevent or
          restrict any consolidation or merger after the consummation of
          which the Company would be the surviving or resulting corporation
          or any conveyance or other transfer, or lease of any part of the
          properties of the Company which does not constitute the entirety,
          or substantially the entirety, thereof.


                                    ARTICLE TWELVE

                               SUPPLEMENTAL INDENTURES

          SECTION 1201.  SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF
                         HOLDERS.

                    Without the consent of any Holders, the Company and the
          Trustee, at any time and from time to time, may enter into one or
          more indentures supplemental hereto, in form satisfactory to the
          Trustee, for any of the following purposes:

                    (a)  to evidence the succession of another Person to
               the Company and the assumption by any such successor of the
               covenants of the Company herein and in the Securities, all
               as provided in Article Eleven; or

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

                    (c)  to add any additional Events of Default with
               respect to all or any series of Securities Outstanding
               hereunder (and if such additional Events of Default are to
               be for the benefit of less than all series of Securities,
               stating that such additional Events of Default are expressly
               being included solely for the benefit of such series); or

                    (d)  to change or eliminate any provision of this
               Indenture or to add any new provision to this Indenture;
               provided, however, that if such change, elimination or
               addition shall adversely affect the interests of the Holders
               of Securities of any series or Tranche Outstanding on the
               date of such supplemental indenture in any material respect,
               such change, elimination or addition shall become effective
               with respect to such series or Tranche only pursuant to the
               provisions of Section 1202 hereof or when no Security of
               such series or Tranche remains Outstanding; or

                    (e)  to provide collateral security for the Securities
               of any series; or

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

                    (g)  to provide for the authentication and delivery of
               bearer securities and coupons appertaining thereto
               representing interest, if any, thereon and for the
               procedures for the registration, exchange and replacement
               thereof and for the giving of notice to, and the
               solicitation of the vote or consent of, the holders thereof,
               and for any and all other matters incidental thereto; or

                    (h)  to evidence and provide for the acceptance of
               appointment hereunder by a separate or 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 911(b); or

                    (i)  to provide for the procedures required to permit
               the Company to utilize, at its option, a non certificated
               system of registration for all, or any series or Tranche of,
               the Securities; or

                    (j)  to change any place or places where (1) the
               principal of and premium, if any, and interest, if any, on
               all or any series of Securities, or any Tranche thereof,
               shall be payable, (2) all or any series of Securities, or
               any Tranche thereof, may be surrendered for registration of
               transfer, (3) all or any series of Securities, or any
               Tranche thereof, may be surrendered for exchange and (4)
               notices and demands to or upon the Company in respect of all
               or any series of Securities, or any Tranche thereof, and
               this Indenture may be served; or

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

                    Without limiting the generality of the foregoing, if
          the Trust Indenture Act as in effect at the date of the execution
          and delivery of this Indenture or at any time thereafter shall be
          amended and

                    (x)  if any such amendment shall require one or more
               changes to any provisions hereof or the inclusion herein of
               any additional provisions, or shall by operation of law be
               deemed to effect such changes or incorporate such provisions
               by reference or otherwise, this Indenture shall be deemed to
               have been amended so as to conform to such amendment to the
               Trust Indenture Act, and the Company and the Trustee may,
               without the consent of any Holders, enter into an indenture
               supplemental hereto to evidence such amendment hereof; or

                    (y)  if any such amendment shall permit one or more
               changes to, or the elimination of, any provisions hereof
               which, at the date of the execution and delivery hereof or
               at any time thereafter, are required by the Trust Indenture
               Act to be contained herein or are contained herein to
               reflect any provision of the Trust Indenture Act as in
               effect at such date, this Indenture shall be deemed to have
               been amended to effect such changes or elimination, and the
               Company and the Trustee may, without the consent of any
               Holders, enter into an indenture supplemental hereto to this
               Indenture to effect such changes or elimination or evidence
               such amendment.

          SECTION 1202.  SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS. 

                    Subject to the provisions of Section 1201, with the
          consent of the Holders of not less than a majority in aggregate
          principal amount of the Securities of all series then Outstanding
          under this Indenture, considered as one class, by Act of said
          Holders delivered to the Company and the Trustee, the Company,
          when authorized by Board Resolutions, and the Trustee may enter
          into an indenture or indentures supplemental hereto for the
          purpose of adding any provisions to, or changing in any manner or
          eliminating any of the provisions of, this Indenture; provided,
          however, that if there shall be Securities of more than one
          series Outstanding hereunder and if a proposed supplemental
          indenture shall directly affect the rights of the Holders of
          Securities of one or more, but less than all, of such series,
          then the consent only of the Holders of a majority in aggregate
          principal amount of the Outstanding Securities of all series so
          directly affected, considered as one class, shall be required;
          and provided, further, that if the Securities of any series shall
          have been issued in more than one Tranche and if the proposed
          supplemental indenture shall directly affect the rights of the
          Holders of Securities of one or more, but less than all, of such
          Tranches, then the consent only of the Holders of a majority in
          aggregate principal amount of the Outstanding Securities of all
          Tranches so directly affected, considered as one class, shall be
          required; and provided, further, that no such supplemental
          indenture shall, without the consent of the Holder of each
          Outstanding Security of each series or Tranche so directly
          affected,

                    (a)  change the Stated Maturity of the principal of, or
               any installment of principal of or interest on, any Security
               (other than pursuant to the terms thereof), or reduce the
               principal amount thereof or the rate of interest thereon (or
               the amount of any installment of interest thereon) or change
               the method of calculating such rate or reduce any premium
               payable upon the redemption thereof, or reduce the amount of
               the principal of a Discount Security that would be due and
               payable upon a declaration of acceleration of the Maturity
               thereof pursuant to Section 802, or change the coin or
               currency (or other property), in which any Security or any
               premium or the interest thereon is payable, or impair the
               right to institute suit for the enforcement of any such
               payment on or after the Stated Maturity thereof (or, in the
               case of redemption, on or after the Redemption Date), or

                    (b)  reduce the percentage in principal amount of the
               Outstanding Securities of any series or any Tranche thereof,
               the consent of the Holders of which is required for any such
               supplemental indenture, or the consent of the Holders of
               which is required for any waiver of compliance with any
               provision of this Indenture or of any default hereunder and
               its consequences, or reduce the requirements of Section 1304
               for quorum or voting, or

                    (c)  modify any of the provisions of this Section,
               Section 606 or Section 813 with respect to the Securities of
               any series or any Tranche thereof, except to increase the
               percentages in principal amount referred to in this Section
               or such other Sections or to provide that other provisions
               of this Indenture cannot be modified or waived without the
               consent of the Holder of each Outstanding Security affected
               thereby; provided, however, that this clause shall not be
               deemed to require the consent of any Holder with respect to
               changes in the references to "the Trustee" and concomitant
               changes in this Section, or the deletion of this proviso, in
               accordance with the requirements of Sections 911(b) and
               1201(h).

          A supplemental indenture which (x) changes or eliminates any
          covenant or other provision of this Indenture which has expressly
          been included solely for the benefit of the Holders of, or which
          is to remain in effect only so long as there shall be
          Outstanding, Securities of one or more particular series, or one
          or more Tranches thereof, or (y) modifies the rights of the
          Holders of Securities of such series or Tranches with respect to
          such covenant or other provision, shall be deemed not to affect
          the rights under this Indenture of the Holders of Securities of
          any other series or Tranche.

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

          SECTION 1203.  EXECUTION OF SUPPLEMENTAL INDENTURES.

                    In executing, or accepting the additional trusts
          created by, any supplemental indenture permitted by this Article
          or the modifications thereby of the trusts created by this
          Indenture, the Trustee shall be entitled to receive, and (subject
          to Section 901) shall be fully protected in relying upon, an
          Opinion of Counsel stating that the execution of such
          supplemental indenture is authorized or permitted by this
          Indenture.  The Trustee may, but shall not be obligated to, enter
          into any such supplemental indenture which affects the Trustee's
          own rights, duties, immunities or liabilities under this
          Indenture or otherwise.

          SECTION 1204.  EFFECT OF SUPPLEMENTAL INDENTURES.

                    Upon the execution of any supplemental indenture under
          this Article this Indenture shall be modified in accordance
          therewith, and such supplemental indenture shall form a part of
          this Indenture for all purposes; and every Holder of Securities
          theretofore or thereafter authenticated and delivered hereunder
          shall be bound thereby.  Any supplemental indenture permitted by
          this Article may restate this Indenture in its entirety, and,
          upon the execution and delivery thereof, any such restatement
          shall supersede this Indenture as theretofore in effect for all
          purposes.

          SECTION 1205.  CONFORMITY WITH TRUST INDENTURE ACT.

                    Every supplemental indenture executed pursuant to this
          Article shall conform to the requirements of the Trust Indenture
          Act as then in effect.

          SECTION 1206.  REFERENCE IN SECURITIES TO SUPPLEMENTAL
                         INDENTURES.

                    Securities of any series, or any Tranche thereof,
          authenticated and delivered after the execution of any
          supplemental indenture pursuant to this Article may, and shall if
          required by the Trustee, bear a notation in form approved by the
          Trustee as to any matter provided for in such supplemental
          indenture.  If the Company shall so determine, new Securities of
          any series, or any Tranche thereof, so modified as to conform, in
          the opinion of the Trustee, the Company, to any such supplemental
          indenture may be prepared and executed by the Company, and
          authenticated and delivered by the Trustee in exchange for
          Outstanding Securities of such series or Tranche.

          SECTION 1207.  MODIFICATION WITHOUT SUPPLEMENTAL INDENTURE.

                    To the extent, if any, that the terms of any particular
          series of Securities shall have been established in or pursuant
          to a Board Resolution or an Officer's Certificate pursuant to a
          supplemental indenture or Board Resolution as contemplated by
          Section 301, and not in an indenture supplemental hereto,
          additions to, changes in or the elimination of any of such terms
          may be effected by means of a supplemental Board Resolution or
          Officer's Certificate, as the case may be, delivered to, and
          accepted by, the Trustee; provided, however, that such
          supplemental Board Resolution or Officer's Certificate shall not
          be accepted by the Trustee or otherwise be effective unless all
          conditions set forth in this Indenture which would be required to
          be satisfied if such additions, changes or elimination were
          contained in a supplemental indenture shall have been
          appropriately satisfied.  Upon the acceptance thereof by the
          Trustee, any such supplemental Board Resolution or Officer's
          Certificate shall be deemed to be a "supplemental indenture" for
          purposes of Section 1204 and 1206.


                                   ARTICLE THIRTEEN

                     MEETINGS OF HOLDERS; ACTION WITHOUT MEETING

          SECTION 1301.  PURPOSES FOR WHICH MEETINGS MAY BE CALLED.

                    A meeting of Holders of Securities of one or more, or
          all, series, or any Tranche or Tranches thereof, may be called at
          any time and from time to time pursuant to this Article to make,
          give or take any request, demand, authorization, direction,
          notice, consent, waiver or other action provided by this
          Indenture to be made, given or taken by Holders of Securities of
          such series or Tranches.

          SECTION 1302.  CALL, NOTICE AND PLACE OF MEETINGS.

                    (a)  The Trustee may at any time call a meeting of
          Holders of Securities of one or more, or all, series, or any
          Tranche or Tranches thereof, for any purpose specified in Section
          1301, to be held at such time and at such place in the Borough of
          Manhattan, The City of New York, as the Trustee shall determine,
          or, with the approval of the Company, at any other place.  Notice
          of every such meeting, setting forth the time and the place of
          such meeting and in general terms the action proposed to be taken
          at such meeting, shall be given, in the manner provided in
          Section 106, not less than 21 nor more than 180 days prior to the
          date fixed for the meeting.

                    (b)  If the Trustee shall have been requested to call a
          meeting of the Holders of Securities of one or more, or all,
          series, or any Tranche or Tranches thereof, by the Company or by
          the Holders of a majority in aggregate principal amount of all of
          such series and Tranches, considered as one class, for any
          purpose specified in Section 1301, by written request setting
          forth in reasonable detail the action proposed to be taken at the
          meeting, and the Trustee shall not have given the notice of such
          meeting within 21 days after receipt of such request or shall not
          thereafter proceed to cause the meeting to be held as provided
          herein, then the Company or the Holders of Securities of such
          series and Tranches in the amount above specified, as the case
          may be, may determine the time and the place in the Borough of
          Manhattan, The City of New York, or in such other place as shall
          be determined or approved by the Company, for such meeting and
          may call such meeting for such purposes by giving notice thereof
          as provided in subsection (a) of this Section.

                    (c)  Any meeting of Holders of Securities of one or
          more, or all, series, or any Tranche or Tranches thereof, shall
          be valid without notice if the Holders of all Outstanding
          Securities of such series or Tranches are present in person or by
          proxy and if representatives of the Company and the Trustee are
          present, or if notice is waived in writing before or after the
          meeting by the Holders of all Outstanding Securities of such
          series, or by such of them as are not present at the meeting in
          person or by proxy, and by the Company and the Trustee.

          SECTION 1303.  PERSONS ENTITLED TO VOTE AT MEETINGS.

                    To be entitled to vote at any meeting of Holders of
          Securities of one or more, or all, series, or any Tranche or
          Tranches thereof, a Person shall be (a) a Holder of one or more
          Outstanding Securities of such series or Tranches, or (b) a
          Person appointed by an instrument in writing as proxy for a
          Holder or Holders of one or more Outstanding Securities of such
          series or Tranches by such Holder or Holders.  The only Persons
          who shall be entitled to attend any meeting of Holders of
          Securities of any series or Tranche shall be the Persons entitled
          to vote at such meeting and their counsel, any representatives of
          the Trustee and its counsel and any representatives of the
          Company and its counsel.

          SECTION 1304.  QUORUM; ACTION.

                    The Persons entitled to vote a majority in aggregate
          principal amount of the Outstanding Securities of the series and
          Tranches with respect to which a meeting shall have been called
          as hereinbefore provided, considered as one class, shall
          constitute a quorum for a meeting of Holders of Securities of
          such series and Tranches; provided, however, that if any action
          is to be taken at such meeting which this Indenture expressly
          provides may be taken by the Holders of a specified percentage,
          which is less than a majority, in principal amount of the
          Outstanding Securities of such series and Tranches, considered as
          one class, the Persons entitled to vote such specified percentage
          in principal amount of the Outstanding Securities of such series
          and Tranches, considered as one class, shall constitute a quorum. 
          In the absence of a quorum within one hour of the time appointed
          for any such meeting, the meeting shall, if convened at the
          request of Holders of Securities of such series and Tranches, be
          dissolved.  In any other case the meeting may be adjourned for
          such period as may be determined by the chairman of the meeting
          prior to the adjournment of such meeting.  In the absence of a
          quorum at any such adjourned meeting, such adjourned meeting may
          be further adjourned for such period as may be determined by the
          chairman of the meeting prior to the adjournment of such
          adjourned meeting.  Except as provided by Section 1305(e), notice
          of the reconvening of any meeting adjourned for more than 30 days
          shall be given as provided in Section 1302(a) not less than ten
          days prior to the date on which the meeting is scheduled to be
          reconvened.  Notice of the reconvening of an adjourned meeting
          shall state expressly the percentage, as provided above, of the
          principal amount of the Outstanding Securities of such series and
          Tranches which shall constitute a quorum.

                    Except as limited by Section 1202, any resolution
          presented to a meeting or adjourned meeting duly reconvened at
          which a quorum is present as aforesaid may be adopted only by the
          affirmative vote of the Holders of a majority in aggregate
          principal amount of the Outstanding Securities of the series and
          Tranches with respect to which such meeting shall have been
          called, considered as one class; provided, however, that, except
          as so limited, any resolution with respect to any action which
          this Indenture expressly provides may be taken by the Holders of
          a specified percentage, which is less than a majority, in
          principal amount of the Outstanding Securities of such series and
          Tranches, considered as one class, may be adopted at a meeting or
          an adjourned meeting duly reconvened and at which a quorum is
          present as aforesaid by the affirmative vote of the Holders of
          such specified percentage in principal amount of the Outstanding
          Securities of such series and Tranches, considered as one class.

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

          SECTION 1305.  ATTENDANCE AT MEETINGS; DETERMINATION OF VOTING
                         RIGHTS; CONDUCT AND ADJOURNMENT OF MEETINGS.

                    (a)  Attendance at meetings of Holders of Securities
          may be in person or by proxy; and, to the extent permitted by
          law, any such proxy shall remain in effect and be binding upon
          any future Holder of the Securities with respect to which it was
          given unless and until specifically revoked by the Holder or
          future Holder of such Securities before being voted.

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

                    (c)  The Trustee shall, by an instrument in writing,
          appoint a temporary chairman of the meeting, unless the meeting
          shall have been called by the Company or by Holders as provided
          in Section 1302(b), in which case the Company or the Holders of
          Securities of the series and Tranches calling the meeting, as the
          case may be, shall in like manner appoint a temporary chairman. 
          A permanent chairman and a permanent secretary of the meeting
          shall be elected by vote of the Persons entitled to vote a
          majority in aggregate principal amount of the Outstanding
          Securities of all series and Tranches represented at the meeting,
          considered as one class.

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

                    (e)  Any meeting duly called pursuant to Section 1302
          at which a quorum is present may be adjourned from time to time
          by Persons entitled to vote a majority in aggregate principal
          amount of the Outstanding Securities of all series and Tranches
          represented at the meeting, considered as one class; and the
          meeting may be held as so adjourned without further notice.

          SECTION 1306.  COUNTING VOTES AND RECORDING ACTION OF MEETINGS.

                    The vote upon any resolution submitted to any meeting
          of Holders shall be by written ballots on which shall be
          subscribed the signatures of the Holders or of their
          representatives by proxy and the principal amounts and serial
          numbers of the Outstanding Securities, of the series and Tranches
          with respect to which the meeting shall have been called, held or
          represented by them.  The permanent chairman of the meeting shall
          appoint two inspectors of votes who shall count all votes cast at
          the meeting for or against any resolution and who shall make and
          file with the secretary of the meeting their verified written
          reports of all votes cast at the meeting.  A record, in
          duplicate, of the proceedings of each meeting of Holders shall be
          prepared by the secretary of the meeting and there shall be
          attached to said record the original reports of the inspectors of
          votes on any vote by ballot taken thereat and affidavits by one
          or more persons having knowledge of the facts setting forth a
          copy of the notice of the meeting and showing that said notice
          was given as provided in Section 1302 and, if applicable, Section
          1304.  Each copy shall be signed and verified by the affidavits
          of the permanent chairman and secretary of the meeting and one
          such copy shall be delivered to the Company, and another to the
          Trustee to be preserved by the Trustee, the latter to have
          attached thereto the ballots voted at the meeting.  Any record so
          signed and verified shall be conclusive evidence of the matters
          therein stated.

          SECTION 1307.  ACTION WITHOUT MEETING.

                    In lieu of a vote of Holders at a meeting as
          hereinbefore contemplated in this Article, any request, demand,
          authorization, direction, notice, consent, waiver or other action
          may be made, given or taken by Holders by written instruments as
          provided in Section 104.


                                   ARTICLE FOURTEEN

           IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS

          SECTION 1401.  LIABILITY SOLELY CORPORATE.

                    No recourse shall be had for the payment of the
          principal of or premium, if any, or interest, if any, on any
          Securities or any part thereof, or for any claim based thereon or
          otherwise in respect thereof, or of the indebtedness represented
          thereby, or upon any obligation, covenant or agreement under this
          Indenture, against any incorporator, stockholder, officer or
          director, as such, past, present or future of the Company or of
          any predecessor or successor of it (either directly or through
          the Company or a predecessor or successor of it), whether by
          virtue of any constitutional provision, statute or rule of law,
          or by the enforcement of any assessment or penalty or otherwise;
          it being expressly agreed and understood that this Indenture and
          all the Securities are solely corporate obligations, and that no
          personal liability whatsoever shall attach to, or be incurred by,
          any incorporator, stockholder, officer or director, past, present
          or future, of the Company or of any predecessor or successor of
          it, either directly or indirectly through the Company or any
          predecessor or successor of it, because of the indebtedness
          hereby authorized or under or by reason of any of the
          obligations, covenants or agreements contained in this Indenture
          or in any of the Securities or to be implied herefrom or
          therefrom, and that any such personal liability is hereby
          expressly waived and released as a condition of, and as part of
          the consideration for, the execution of this Indenture and the
          issuance of the Securities.

                              _________________________

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


     <PAGE>


                    IN WITNESS WHEREOF, the parties hereto have caused this
          Indenture to be duly executed, all as of the day and year first
          above written.

                                        GRAND COURT LIFESTYLES, INC.

                                           
                                        By:/s/Bernard M. Rodin       
                                           --------------------------


                                        THE BANK OF NEW YORK,
                                          as Trustee


                                        By:/s/Lucille Firrincieli   
                                           -------------------------
                                             Lucille Firrincieli
                                             Vice President