EXHIBIT 4.1



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




                            GRAND COURT LIFESTYLES, INC.,
                                        ISSUER

                                          TO

                                THE BANK OF NEW YORK,
                                       TRUSTEE


                                      ---------


                                      INDENTURE



                               DATED AS OF JUNE 1, 1999




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


<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



                             GRAND COURT LIFESTYLES, INC.

              Reconciliation and tie between Trust Indenture Act of 1939
                       and Indenture, dated as of June 1, 1999

           Trust Indenture Act Section               Indenture Section

           s310 (a)(1) . . . . . . . . . .           909
                (a)(2) . . . . . . . . . .           909
                (a)(3) . . . . . . . . . .           915
                (a)(4) . . . . . . . . . .           Not Applicable
                (b)  . . . . . . . . . . .           908
                                                     910
           s311 (a)  . . . . . . . . . . .           913
                (b)  . . . . . . . . . . .           913
                (c)  . . . . . . . . . . .           Not Applicable
           s312 (a)  . . . . . . . . . . .           1001
                (b)  . . . . . . . . . . .           1001
                (c)  . . . . . . . . . . .           1001
           s313 (a)  . . . . . . . . . . .           1002
                (b)(1) . . . . . . . . . .           Not Applicable
                (b)(2) . . . . . . . . . .           1002
                (c)  . . . . . . . . . . .           1002
                (d)  . . . . . . . . . . .           1002
           s314 (a)  . . . . . . . . . . .           1002
                (a)(4) . . . . . . . . . .           605
                (b)  . . . . . . . . . . .           Not Applicable
                (c)(1) . . . . . . . . . .           102
                (c)(2) . . . . . . . . . .           102
                (c)(3) . . . . . . . . . .           Not Applicable
                (d)  . . . . . . . . . . .           Not Applicable
                (e)  . . . . . . . . . . .           102
           s315 (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
           s316 (a)  . . . . . . . . . . .           812
                                                     813
                (a)(1)(A)  . . . . . . . .           802
                                                     812
                (a)(1)(B)  . . . . . . . .           813
                (a)(2) . . . . . . . . . .           Not Applicable
                (b)  . . . . . . . . . . .           808
           s317 (a)(1) . . . . . . . . . .           803
                (a)(2) . . . . . . . . . .           804
                (b)  . . . . . . . . . . .           603
           s318 (a)  . . . . . . . . . . .           107


                    INDENTURE,  dated as of June 1,  1999 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
          theretoforeauthenticatedand deliveredunder thisIndenture, 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  November 30  in each  year, commencing
          November  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  May 1 and  November 1 in
          each year, commencing November 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 May 15 in each  calendar year
          with respect to the 12-month period ending on the preceding March
          15, commencing May 15, 2000.   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.

                    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