View:

Download DOC

Download PDF

Download XLS

Table of Contents

Table of Contents

i

Table of Contents

ii

Table of Contents

1

Table of Contents

2

Table of Contents

3

Table of Contents

4

Table of Contents

5

Table of Contents

6

Table of Contents

7

Table of Contents

8

Table of Contents

9

Table of Contents

10

Table of Contents

11

Table of Contents

12

Table of Contents

13

Table of Contents

14

Table of Contents

15

Table of Contents

16

Table of Contents

17

Table of Contents

18

Table of Contents

19

Table of Contents

19.1

Table of Contents

20

Table of Contents

21

Table of Contents

22

Table of Contents

23

Table of Contents

24

Table of Contents

25

Table of Contents

26

Table of Contents

27

Table of Contents

28

Table of Contents

29

Table of Contents

30

Table of Contents

31

Table of Contents

32

Table of Contents

33

Table of Contents

34

Table of Contents

35

Table of Contents

36

Table of Contents

37

Table of Contents

38

Table of Contents

39

Table of Contents

40

Table of Contents

41

Table of Contents

42

Table of Contents

43

Table of Contents

44

Table of Contents

45

Table of Contents

Table of Contents

II-1

Table of Contents

II-2

Table of Contents

II-3

Table of Contents

II-4

Table of Contents

II-5

Table of Contents

II-6

Table of Contents

Table of Contents

                                                                     Exhibit 4.7

================================================================================

                       AMERICAN REAL ESTATE PARTNERS, L.P.

                       AMERICAN REAL ESTATE FINANCE CORP.

                                     Issuers

                                       and

                            WILMINGTON TRUST COMPANY

                                     Trustee

                                   ----------

                                    INDENTURE

                  Dated as of _______________ ____, __________

                             Senior Debt Securities

================================================================================



                             CROSS-REFERENCE TABLE*



TRUST INDENTURE ACT SECTION                                    INDENTURE SECTION
- ---------------------------                                    -----------------
                                                            
310(a)(1)...................................................   7.10
   (a)(2)...................................................   7.10
   (a)(3)...................................................   N.A.
   (a)(4)...................................................   N.A.
   (a)(5)...................................................   7.10
   (b)......................................................   7.08; 7.10
   (c)......................................................   N.A.
311(a)......................................................   7.11
   (b)......................................................   7.11
   (c)......................................................   N.A.
312(a)......................................................   2.06
   (b)......................................................   11.03
   (c)......................................................   11.03
313(a)......................................................   7.06
   (b)(1)...................................................   7.06
   (b)(2)...................................................   7.06; 7.07
   (c)......................................................   7.06; 11.02
   (d)......................................................   7.06
314(a)......................................................   4.02; 4.03; 11.02
   (b)......................................................   N.A.
   (c)(1)...................................................   11.04
   (c)(2)...................................................   11.04
   (c)(3)...................................................   N.A.
   (d)......................................................   N.A.
   (e)......................................................   11.05
   (f)......................................................   N.A.
315(a)......................................................   7.01
   (b)......................................................   7.05; 11.02
   (c)......................................................   7.01
   (d)......................................................   7.01
   (e)......................................................   6.11
316(a)(last sentence).......................................   2.09
   (a)(1)(A)................................................   6.05
   (a)(1)(B)................................................   6.04
   (a)(2)...................................................   N.A.
   (b)......................................................   6.07
   (c)......................................................   9.04
317(a)(1)...................................................   6.08



                                        i




                                                            
   (a)(2)...................................................   6.09
   (b)......................................................   2.05
318(a)......................................................   11.01
   (b)......................................................   N.A.
   (c)......................................................   11.01


N.A. means not applicable.

*    This Cross-Reference Table is not part of the Indenture.


                                       ii



                                TABLE OF CONTENTS



                                                                        Page No.
                                                                        --------
                                                                     
ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE.................       1
   SECTION 1.01.  Definitions........................................       1
   SECTION 1.02.  Other Definitions..................................       6
   SECTION 1.03.  Incorporation by Reference of Trust Indenture Act..       6
   SECTION 1.04.  Rules of Construction..............................       6

ARTICLE 2 THE SECURITIES.............................................       7
   SECTION 2.01.  Issuable in Series.................................       7
   SECTION 2.02.  Establishment of Terms of Series of Securities.....       7
   SECTION 2.03.  Execution and Authentication.......................      10
   SECTION 2.04.  Registrar and Paying Agent.........................      11
   SECTION 2.05.  Paying Agent to Hold Money in Trust................      11
   SECTION 2.06.  Holders Lists......................................      12
   SECTION 2.07.  Transfer and Exchange..............................      12
   SECTION 2.08.  Mutilated, Destroyed, Lost and Stolen Securities...      12
   SECTION 2.09.  Outstanding Securities.............................      13
   SECTION 2.10.  Treasury Securities................................      13
   SECTION 2.11.  Temporary Securities...............................      14
   SECTION 2.12.  Cancellation.......................................      14
   SECTION 2.13.  Defaulted Interest.................................      14
   SECTION 2.14.  Global Securities..................................      14
   SECTION 2.15.  CUSIP Numbers......................................      17

ARTICLE 3 REDEMPTION AND PREPAYMENT..................................      17
   SECTION 3.01.  Notices to Trustee.................................      17
   SECTION 3.02.  Selection of Securities to be Redeemed.............      18
   SECTION 3.03.  Notice of Redemption...............................      18
   SECTION 3.04.  Effect of Notice of Redemption.....................      19
   SECTION 3.05.  Deposit of Redemption Price........................      19
   SECTION 3.06.  Securities Redeemed in Part........................      20

ARTICLE 4 COVENANTS..................................................      20
   SECTION 4.01.  Payment of Securities..............................      20
   SECTION 4.02.  Reports............................................      20
   SECTION 4.03.  Compliance Certificate.............................      20
   SECTION 4.04.  Corporate Existence................................      21
   SECTION 4.05.  Calculation of Original Issue Discount.............      22

ARTICLE 5 SUCCESSORS.................................................      22
   SECTION 5.01. Merger, Consolidation or Sale of Assets.............      22

ARTICLE 6 DEFAULTS AND REMEDIES......................................      23
   SECTION 6.01.  Events of Default..................................      23
   SECTION 6.02.  Acceleration.......................................      24
   SECTION 6.03.  Other Remedies.....................................      24
   SECTION 6.04.  Waiver of Past Defaults............................      25
   SECTION 6.05.  Control By Majority................................      25



                                       iii



                            TABLE OF CONTENTS CONT'D



                                                                        Page No.
                                                                        --------
                                                                     
   SECTION 6.06.  Limitation on Suits................................      25
   SECTION 6.07.  Rights of Holders to Receive Payment...............      26
   SECTION 6.08.  Collection Suit by Trustee.........................      26
   SECTION 6.09.  Trustee May File Proofs of Claim...................      26
   SECTION 6.10.  Priorities.........................................      26
   SECTION 6.11.  Undertaking For Costs..............................      27

ARTICLE 7 TRUSTEE....................................................      27
   SECTION 7.01.  Duties of Trustee..................................      27
   SECTION 7.02.  Rights of Trustee..................................      28
   SECTION 7.03.  Individual Rights of Trustee.......................      29
   SECTION 7.04.  Trustee's Disclaimer...............................      29
   SECTION 7.05.  Notice of Defaults.................................      29
   SECTION 7.06.  Reports By Trustee to Holders......................      29
   SECTION 7.07.  Compensation and Indemnity.........................      30
   SECTION 7.08.  Replacement of Trustee.............................      31
   SECTION 7.09.  Successor Trustee by Merger, Etc...................      32
   SECTION 7.10.  Eligibility; Disqualification......................      32
   SECTION 7.11.  Preferential Collection of Claims Against the
                  Company............................................      32

ARTICLE 8 DISCHARGE; LEGAL DEFEASANCE AND COVENANT DEFEASANCE........      32
   SECTION 8.01.  Discharge; Option to Effect Legal Defeasance or
                  Covenant Defeasance................................      32
   SECTION 8.02.  Legal Defeasance and Discharge.....................      33
   SECTION 8.03.  Covenant Defeasance................................      33
   SECTION 8.04.  Conditions to Legal or Covenant Defeasance.........      34
   SECTION 8.05.  Deposited Money and Government Securities to be
                  Held in Trust; Other Miscellaneous Provisions......      35
   SECTION 8.06.  Repayment to the Company...........................      36
   SECTION 8.07.  Reinstatement......................................      36

ARTICLE 9 AMENDMENT, SUPPLEMENT AND WAIVER...........................      36
   SECTION 9.01.  Without Consent of Holders.........................      36
   SECTION 9.02.  With Consent of Holders of Securities..............      38
   SECTION 9.03.  Compliance with Trust Indenture Act................      39
   SECTION 9.04.  Revocation and Effect of Consents and Waivers......      39
   SECTION 9.05.  Notation on or Exchange of Securities..............      40
   SECTION 9.06.  Trustee to Sign Amendments, Etc....................      40

ARTICLE 10 NOTE GUARANTEES...........................................      40
   SECTION 10.01. Guarantee..........................................      40
   SECTION 10.02. Limitation on Guarantor Liability..................      41
   SECTION 10.03. Execution and Delivery of Guarantee................      42

ARTICLE 11 MISCELLANEOUS.............................................      42



                                       iv



                            TABLE OF CONTENTS CONT'D



                                                                        Page No.
                                                                        --------
                                                                     
   SECTION 11.01. Trust Indenture Act Controls.......................      42
   SECTION 11.02. Notices............................................      42
   SECTION 11.03. Communication by Holders of Securities with Other
                  Holders of Securities..............................      43
   SECTION 11.04. Certificate and Opinion as to Conditions
                  Precedent..........................................      44
   SECTION 11.05. Statements Required in Certificate or Opinion......      44
   SECTION 11.06. Rules by Trustee, Paying Agent and Registrar.......      44
   SECTION 11.07. No Personal Liability of Directors, Officers,
                  Employees and Stockholders.........................      44
   SECTION 11.08. GOVERNING LAW......................................      44
   SECTION 11.09. No Adverse Interpretation of Other Agreements......      45
   SECTION 11.10. Successors.........................................      45
   SECTION 11.11. Severability.......................................      45
   SECTION 11.12. Counterpart Originals..............................      45
   SECTION 11.13. Table of Contents, Headings, Etc...................      45



                                        v


     INDENTURE dated as of [__], [__] between American Real Estate Partners,
L.P., a Delaware limited partnership ("AREP") American Real Estate Finance
Corp., a Delaware corporation ("AREP Finance" and together with AREP, the
"Company"), and Wilmington Trust Company, as trustee (the "Trustee").

     The Company and the Trustee agree as follows for the benefit of each other
and for the equal and ratable benefit of the Holders of the Securities issued
under this Indenture (the "Securities"):

                                   ARTICLE 1

                   DEFINITIONS AND INCORPORATION BY REFERENCE

     SECTION 1.01. Definitions.

     "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 purposes of this definition, "control"
(including, with correlative meanings, the terms "controlling," "controlled by"
and "under common control with"), as used with respect to any Person, shall mean
the possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of such Person, whether through the
ownership of voting securities, by agreement or otherwise.

     "Agent" means any Registrar, Paying Agent or co-registrar.

     "AREP" means American Real Estate Partners, L.P. (and not any of its
subsidiaries).

     "AREP Finance" means American Real Estate Finance Corp.

     "Bankruptcy Law" means Title 11 of the United States Code, as amended, or
any similar federal, state or foreign law for the relief of debtors.

     "Board of Directors" means, with respect to any Person, the board of
directors or comparable governing body of such Person.

     "Board Resolution" means a copy of a resolution certified by the Secretary
or an Assistant Secretary of the Company to have been adopted by the Board of
Directors or pursuant to authorization by the Board of Directors and to be in
full force and effect on the date of the certificate and delivered to the
Trustee.

     "Business Day" means any day other than a Legal Holiday.

     "Capital Stock" of any Person means any and all shares, interests, rights
to purchase, warrants, options, participations or other equivalents of or
interests in (however designated) equity of such Person, including any preferred
stock, but excluding any debt securities convertible into such equity.


                                       1



     "Clearstream" means Clearstream Banking, Societe Anonyme, Luxembourg.

     "Commission" or "SEC" means the Securities and Exchange Commission.

     "Company" means, collectively AREP and AREP Finance, and any and all
successors thereto.

     "Company Order" means a written order signed in the name of the Company by
two Officers, one of whom must be the Company's principal executive officer,
principal financial officer or principal accounting officer.

     "Control" means the possession, directly or indirectly, of the power to
direct or cause the direction of management and policies of a Person, whether
through the ownership of Voting Stock, by agreement or otherwise.

     "Corporate Trust Office of the Trustee" shall be at the address of the
Trustee specified in Section 10.02 or such other address as to which the Trustee
may give notice to the Company.

     "Custodian" means the Trustee, as custodian with respect to the Securities
in global form, or any successor entity thereto.

     "Default" means any event that is, or with the passage of time or the
giving of notice or both would be, an Event of Default.

     "Definitive Security" means a certificated Security registered in the name
of the Holder thereof and issued in accordance with Section 2.07.

     "Depositary" means, with respect to the Securities issuable or issued in
whole or in part in global form, the Person specified in Section 2.14 as the
Depositary with respect to the Securities, and any and all successors thereto
appointed as depositary hereunder and having become such pursuant to the
applicable provision of this Indenture.

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

     "Euroclear" means the Euroclear System.

     "Exchange Act" means the Securities Exchange Act of 1934, as amended.

     "Foreign Currency" means any currency or currency unit issued by a
government other than the government of The United States of America.

     "GAAP" means generally accepted accounting principles set forth in the
opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board, the Commission or in such other
statements by such other entity as may be approved by a significant segment of
the accounting profession of the United States, which are in effect from


                                       2



time to time; provided, however, that all reports and other financial
information provided by the Company to the Holders of the Securities, the
Trustee and/or the Commission shall be prepared in accordance with GAAP, as in
effect on the date of such report or other financial information.

     "Global Security" when used with respect to any Series of Securities issued
hereunder, means a Security which is executed by the Company and authenticated
and delivered by the Trustee to the Depositary or pursuant to the Depositary's
instruction, all in accordance with this Indenture and an indenture supplemental
hereto, if any, or Board Resolution and pursuant to a Company Order, which shall
be registered in the name of the Depositary or its nominee and which shall
represent, and shall be denominated in an amount equal to the aggregate
principal amount of, all the outstanding Securities of such Series or any
portion thereof, in either case having the same terms, including, without
limitation, the same original issue date, date or dates on which principal and
interest are due, and interest rate or method of determining interest and which
shall bear the legend as prescribed by Section 2.14(c).

     "Global Security Legend" means the legend set forth in Section 2.14.(c),
which is required to be placed on all Global Securities issued under this
Indenture.

     "Government Securities" means direct obligations of, or obligations
guaranteed by, the United States of America for the payment of which guarantee
or obligations the full faith and credit of the United States is pledged.

     "Guarantee" means a guarantee (other than by endorsement of negotiable
instruments for collection in the ordinary course of business), direct or
indirect, in any manner (including, without limitation, by way of a pledge of
assets or through letters of credit or reimbursement agreements in respect
thereof), of all or any part of any Indebtedness (whether arising by virtue of
partnership arrangements, or by agreements to keep-well, to purchase assets,
goods, securities or services, to take or pay or to maintain financial statement
conditions or otherwise).

     "Guarantor" means AREP in the event that AREP executes a Guarantee in
accordance with the provisions of this Indenture, and its successors and
assigns, in each case, until the Guarantee has been released in accordance with
the provisions of this Indenture.

     "Holder" means a Person in whose name a Security is registered on the
Registrar's books.

     "Indebtedness" has the meaning specified in the applicable Board
Resolution, supplemental indenture or Officers' Certificate relating to a
particular Series of Securities.

     "Indenture" means this Indenture, as amended or supplemented from time to
time.

     "Interest Payment Date" when used with respect to any Series of Securities,
means the date specified in such Securities for the payment of any installment
of interest on those Securities.

     "Legal Holiday" means a Saturday, a Sunday or a day on which banking
institutions in the City of New York or at a place of payment are authorized by
law, regulation or executive


                                       3



order to remain closed. If a payment date is a Legal Holiday at a place of
payment, payment may be made at that place on the next succeeding day that is
not a Legal Holiday, and no interest shall accrue on such payment for the
intervening period.

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

     "Offering" means the offering of the Securities by the Company.

     "Officer" means, with respect to any Person, the Chairman of the Board, the
Chief Executive Officer, the President, the Chief Operating Officer, the Chief
Financial Officer, the Treasurer, any Assistant Treasurer, the Controller, the
Secretary or any Vice-President of such Person.

     "Officers' Certificate" means a certificate signed on behalf of the Company
by two Officers of the Company, one of whom must be the principal executive
officer, the principal financial officer or the principal accounting officer of
the Company, delivered to the Trustee that meets the requirements of Section
10.05.

     "Opinion of Counsel" means a written opinion from legal counsel that meets
the requirements of Section 10.05. The counsel may be an employee of or counsel
to the Company, any Subsidiary of the Company or the Trustee.

     "Original Issue Discount Security" means any Security that provides for an
amount less than the stated principal amount thereof to be due and payable upon
declaration of acceleration of the maturity thereof pursuant to Section 6.02.

     "Participant" means, with respect to the Depositary, Euroclear or
Clearstream, a Person who has an account with the Depositary, Euroclear or
Clearstream, respectively (and, with respect to the Depositary Trust Company,
shall include Euroclear and Clearstream).

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

     "Responsible Officer," when used with respect to the Trustee, means any
officer within the Corporate Trust Administration of the Trustee (or any
successor group of the Trustee) or any other officer of the Trustee customarily
performing functions similar to those performed by any of the above designated
officers and also means, with respect to a particular corporate trust matter,
any other officer to whom such matter is referred because of his knowledge of
and familiarity with the particular subject.

     "Securities" has the meaning assigned to it in the preamble to this
Indenture.

     "Securities Act" means the Securities Act of 1933, as amended.


                                       4



     "Series" or "Series of Securities" means each series of debentures, notes
or other debt instruments of the Company created pursuant to Sections 2.01 and
2.02.

     "Significant Subsidiary" means any Subsidiary which would be a "significant
subsidiary" as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated
pursuant to the Securities Act of 1933, as amended.

     "Stated Maturity" when used with respect to any Security, means the date
specified in such Security as the fixed date on which an amount equal to the
principal amount of such Security is due and payable.

     "Subsidiary" means, with respect to any specified Person:

          (1) any corporation, association or other business entity of which
     more than 50% of the total Voting Stock is at the time owned or Controlled,
     directly or indirectly, by that Person or one or more of the other
     Subsidiaries of that Person (or a combination thereof); and

          (2) any partnership (a) the sole general partner or the managing
     general partner of which is such Person or a Subsidiary of such Person or
     (b) the only general partners of which are that Person or one or more
     Subsidiaries of that Person (or any combination thereof).

     "TIA" means the Trust Indenture Act of 1939 (15 U.S.C. Sections
77aaa-77bbbb) as in effect on the date on which this Indenture is qualified
under the TIA.

     "Trustee" means the party named as such above until a successor replaces it
in accordance with the applicable provisions of this Indenture and thereafter
means the successor serving hereunder.

     "Voting Stock" means, with respect to any Person that is (a) a corporation,
any class or series of capital stock of such Person that is ordinarily entitled
to vote in the election of directors thereof at a meeting of stockholders called
for such purpose, without the occurrence of any additional event or contingency,
(b) a limited liability company, membership interests entitled to manage, or to
elect or appoint the Persons that will manage the operations or business of the
limited liability company, or (c) a partnership, partnership interests entitled
to elect or replace the general partner thereof.

     "Wholly Owned Subsidiary" of a Person means a subsidiary of such person all
of the outstanding Capital Stock or other ownership interests of which (other
than directors' qualifying shares) shall at the time be owned by such Person or
by one or more Wholly Owned Subsidiaries of such Person or by such Person and
one or more Wholly Owned Subsidiaries of such Person.


                                       5



     SECTION 1.02. Other Definitions.



                                             Defined in
Term                                           Section
- ----                                         ----------
                                          
"Covenant Defeasance".....................      8.03
"Event of Default"........................      6.01
"Legal Defeasance"........................      8.02
"notice of acceleration"..................      6.02
"Paying Agent"............................      2.04
"Registrar"...............................      2.04
"Service Agent"...........................      2.04
"Transfer"................................      5.01


     SECTION 1.03. Incorporation by Reference of Trust Indenture Act.

     Whenever this Indenture refers to a provision of the TIA, the provision is
incorporated by reference in and made a part of this Indenture.

     The following TIA terms used in this Indenture have the following meanings:

     "Indenture Securities" means the Securities;

     "Indenture Security Holder" means a Holder of a Security;

     "Indenture to be Qualified" means this Indenture;

     "Indenture Trustee" or "Institutional Trustee" means the Trustee; and

     "Obligor" on the Securities means the Company and any successor obligor
upon the Securities.

     All other terms used in this Indenture that are defined by the TIA, defined
by TIA reference to another statute or defined by SEC rule under the TIA have
the meanings so assigned to them.

     SECTION 1.04. Rules of Construction.

     Unless the context otherwise requires:

     (a) a term has the meaning assigned to it;

     (b) an accounting term not otherwise defined has the meaning assigned to it
in accordance with GAAP;

     (c) words in the singular include the plural, and in the plural include the
singular;


                                       6



     (d) provisions apply to successive events and transactions; and

     (e) references to sections of or rules under the Securities Act shall be
deemed to include substitute, replacement of successor sections or rules adopted
by the Commission from time to time.

                                   ARTICLE 2

                                 THE SECURITIES

     SECTION 2.01. Issuable in Series. The aggregate principal amount of
Securities that may be authenticated and delivered under this Indenture is
unlimited. The Securities may be issued in one or more Series. All Securities of
a Series shall be identical except as may be set forth in a Board Resolution, a
supplemental indenture or an Officers' Certificate detailing the adoption of the
terms thereof pursuant to the authority granted under a Board Resolution. In the
case of Securities of a Series to be issued from time to time, the Board
Resolution, Officers' Certificate or supplemental indenture may provide for the
method by which specified terms (such as interest rate, maturity date, record
date or date from which interest shall accrue) are to be determined. Securities
may differ between Series in respect of any matters.

     SECTION 2.02. Establishment of Terms of Series of Securities. At or prior
to the issuance of any Securities within a Series, the following shall be
established (as to the Series generally, in the case of Subsection 2.02(a) and
either as to such Securities within the Series or as to the Series generally in
the case of Subsections 2.02(b) through 2.02(x)) by a Board Resolution, a
supplemental indenture or an Officers' Certificate pursuant to authority granted
under a Board Resolution:

     (a) the title of the Securities of the Series (which shall distinguish the
Securities of that particular Series from the Securities of any other Series);

     (b) any limit upon the aggregate principal amount of the Securities of the
Series that may be authenticated and delivered under this Indenture (except for
Securities authenticated and delivered upon registration of transfer of, or in
exchange for, or in lieu of, other Securities of the Series);

     (c) the date or dates on which the principal and premium, if any, of the
Securities of the Series are payable;

     (d) the rate or rates (which may be fixed or variable) at which the
Securities of the Series shall bear interest, if any, or the method of
determining such rate or rates, the date or dates from which such interest, if
any, shall accrue, the Interest Payment Dates on which such interest, if any,
shall be payable or the method by which the Interest Payment Dates will be
determined, the record dates for the determination of Holders thereof to whom
interest is payable (in the case of Securities in registered form), and the
basis upon which such interest will be calculated if other than that of a
360-day year of twelve 30-day months;


                                       7



     (e) the currency or currencies, including composite currencies, in which
Securities of the Series shall be denominated, if other than Dollars, the place
or places, if any, in addition to or instead of the Corporate Trust Office of
the Trustee (in the case of Securities in registered form) or the principal New
York office of the Trustee (in the case of Securities in bearer form), where the
principal, premium, if any, and interest with respect to Securities of such
Series shall be payable or the method of such payment, if by wire transfer, mail
or other means;

     (f) the price or prices at which, the period or periods within which, and
the terms and conditions upon which, Securities of the Series may be redeemed,
in whole or in part, at the option of the Company or otherwise;

     (g) whether Securities of the Series are to be issued in registered form or
bearer form or both and, if Securities are to be issued in bearer form, whether
coupons will be attached to them, whether Securities of the Series in bearer
form may be exchanged for Securities of the Series in registered form, and the
circumstances under which and the places at which any such exchanges, if
permitted, may be made;

     (h) if any Securities of the Series are to be issued in bearer form or as
one or more Global Securities representing individual Securities of the Series
in bearer form, whether certain provisions for the payment of additional
interest or tax redemptions shall apply; whether interest with respect to any
portion of a temporary Security of the Series in bearer form payable with
respect to any Interest Payment Date prior to the exchange of such temporary
Security in bearer form for definitive Securities of the Series in bearer form
shall be paid to any clearing organization with respect to the portion of such
temporary Security in bearer form held for its account and, in such event, the
terms and conditions (including any certification requirements) upon which any
such interest payment received by a clearing organization will be credited to
the Person entitled to interest payable on such Interest Payment Date; and the
terms upon which a temporary Security in bearer form may be exchanged for one or
more definitive Securities of the Series in bearer form;

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

     (j) the terms, if any, upon which the Securities of the Series may be
convertible into or exchanged for any of the Company's common stock, preferred
stock, other securities or warrants to purchase the Company's common stock,
preferred stock or other securities and the terms and conditions upon which such
conversion or exchange shall be effected, including the initial conversion or
exchange price or rate, the conversion or exchange period and any other
additional provisions;

     (k) if other than denominations of one thousand U.S. dollars ($1,000) or
any integral multiple thereof, the denominations in which the Securities of the
Series shall be issuable;


                                       8



     (l) if the amount of principal, premium, if any, or interest with respect
to the Securities of the Series may be determined with reference to an index or
pursuant to a formula, the manner in which such amounts will be determined;

     (m) if the principal amount payable at the Stated Maturity of Securities of
the Series will not be determinable as of any one or more dates prior to such
Stated Maturity, the amount that will be deemed to be such principal amount as
of any such date for any purpose, including the principal amount thereof which
will be due and payable upon any Maturity other than the Stated Maturity and
which will be deemed to be outstanding as of any such date (or, in any such
case, the manner in which such deemed principal amount is to be determined),
and, if necessary, the manner of determining the equivalent thereof in Dollars;

     (n) the applicability of, if any, and any changes or additions to Article
8;

     (o) if other than the principal amount thereof, the portion of the
principal amount of the Securities of the Series that shall be payable upon
declaration of acceleration of the maturity thereof pursuant to Section 6.02;

     (p) the terms, if any, of the transfer, mortgage, pledge or assignment as
security for the Securities of the Series of any properties, assets, moneys,
proceeds, securities or other collateral, including whether certain provisions
of the TIA are applicable and any corresponding changes to provisions of this
Indenture as then in effect;

     (q) any addition to or change in the Events of Default which applies to any
Securities of the Series and any change in the right of the Trustee or the
requisite Holders of such Series of Securities to declare the principal,
premium, if any, and interest on such Series of Securities due and payable
pursuant to Section 6.02;

     (r) if the Securities of the Series shall be issued in whole or in part in
the form of a Global Security, the terms and conditions, if any, upon which such
Global Security may be exchanged in whole or in part for other individual
Definitive Securities of such Series, the Depositary for such Global Security
and the form of any legend or legends to be borne by any such Global Security in
addition to or in lieu of the Global Securities Legend;

     (s) any Trustee, authenticating agent, Paying Agent, transfer agent,
Service Agent or Registrar;

     (t) the applicability of, and any addition to or change in, the covenants
(and the related definitions) set forth in Articles 4 or 5 which applies to the
Securities of the Series;

     (u) with regard to Securities of the Series that do not bear interest, the
dates for certain required reports to the Trustee;

     (v) any United Stated Federal income tax consequences applicable to the
Securities;

     (w) the terms applicable to Original Issue Discount Securities, including
the rate or rates at which original issue discount will accrue; and


                                       9



     (x) any other terms of Securities of the Series (which terms shall not be
inconsistent with the provisions of this Indenture, except as permitted by
Section 9.01, but which may modify or delete any provision of this Indenture
insofar as it applies to such Series).

     All Securities of any one Series need not be issued at the same time and
may be issued from time to time, consistent with the terms of this Indenture, if
so provided by or pursuant to the Board Resolution, supplemental indenture or
Officers' Certificate referred to above, and the authorized principal amount of
any Series may not be increased to provide for issuances of additional
Securities of such Series, unless otherwise provided in such Board Resolution,
supplemental indenture or Officers' Certificate.

     SECTION 2.03. Execution and Authentication. One Officer shall sign the
Securities for the Company by manual or facsimile signature. If an Officer whose
signature is on a Security no longer holds that office at the time the Security
is authenticated, the Security shall nevertheless be valid. A Security shall not
be valid until authenticated by the manual signature of the Trustee or an
authenticating agent. The signature shall be conclusive evidence that the
Security has been authenticated under this Indenture.

     The Trustee shall at any time, and from time to time, authenticate
Securities for original issue in the principal amount provided in the Board
Resolution, supplemental indenture or Officers' Certificate, upon receipt by the
Trustee of a Company Order. Such Company Order may authorize authentication and
delivery pursuant to oral or electronic instructions from the Company or its
duly authorized agent or agents, which oral instructions shall be promptly
confirmed in writing. Each Security shall be dated the date of its
authentication unless otherwise provided by a Board Resolution, supplemental
indenture or Officers' Certificate.

     The aggregate principal amount of Securities of any Series outstanding at
any time may not exceed any limit upon the maximum principal amount for such
Series set forth in the Board Resolution, supplemental indenture or Officers'
Certificate delivered pursuant to Section 2.02, except as provided in Section
2.08.

     Prior to the issuance of Securities of any Series, the Trustee shall have
received and (subject to Section 7.02) shall be fully protected in relying on:
(a) the Board Resolution, supplemental indenture or Officers' Certificate
establishing the form of the Securities of that Series or of Securities within
that Series and the terms of the Securities of that Series or Securities within
that Series; (b) an Officers' Certificate complying with Section 10.05; and (c)
an Opinion of Counsel complying with Section 10.05.

     The Trustee shall have the right to decline to authenticate and deliver any
Securities of such Series: (a) if the Trustee, being advised by counsel,
determines that such action may not lawfully be taken; or (b) if the Trustee in
good faith by its board of directors or trustees, executive committee or a trust
committee of directors and/or vice-presidents shall determine that such action
would expose the Trustee to personal liability to Holders of any then
outstanding Series of Securities.


                                       10


     The Trustee may appoint an authenticating agent acceptable to the Company
to authenticate Securities. An authenticating agent may authenticate Securities
whenever the Trustee may do so. Each reference in this Indenture to
authentication by the Trustee includes authentication by such agent. An
authenticating agent has the same rights as an Agent to deal with the Company or
an Affiliate.

     SECTION 2.04. Registrar and Paying Agent. The Company shall maintain, with
respect to each Series of Securities, at the place or places specified with
respect to such Series pursuant to Section 2.02, an office or agency where
Securities of such Series may be presented or surrendered for payment ("Paying
Agent"), where Securities of such Series may be presented for registration of
transfer or for exchange ("Registrar") and where notices and demands to or upon
the Company in respect of the Securities of such Series and this Indenture may
be served ("Service Agent"). The Registrar shall keep a register with respect to
each Series of Securities and to their transfer and exchange. The Company will
give prompt written notice to the Trustee of the name and address, and any
change in the name and address, of each Registrar, Paying Agent or Service
Agent. If at any time the Company shall fail to maintain any such required
Registrar, Paying Agent or Service Agent or shall fail to furnish the Trustee
with the name and address thereof, such presentations, surrenders, notices and
demands may be made or served at the Corporate Trust Office of the Trustee, and
the Company hereby appoints the Trustee as its agent to receive all such
presentations, surrenders, notices and demands.

     The Company may also from time to time designate one or more co-registrars,
additional paying agents or additional services agents and may from time to time
rescind such designations; provided, however, that no such designation or
rescission shall in any manner relieve the Company of its obligations to
maintain a Registrar, Paying Agent and Service Agent in each place so specified
pursuant to Section 2.02 for Securities of any Series for such purposes. The
Company will give prompt written notice to the Trustee of any such designation
or rescission and of any change in the name or address of any such co-registrar,
additional paying agent or additional service agent. The term "Registrar"
includes any co-registrar, the term "Paying Agent" includes any additional
paying agent; and the term "Service Agent" includes any additional service
agent.

     The Company hereby appoints the Trustee as the initial Registrar, Paying
Agent and Service Agent for each Series unless another Registrar, Paying Agent
or Service Agent, as the case may be, is appointed prior to the time the
Securities of that Series are first issued.

     SECTION 2.05. Paying Agent to Hold Money in Trust. The Company shall
require each Paying Agent, other than the Trustee, to agree in writing that the
Paying Agent will hold in trust, for the benefit of Holders of any Series of
Securities, or the Trustee, all money held by the Paying Agent for the payment
of principal of or interest on the Series of Securities, and will notify the
Trustee of any default by the Company in making any such payment. While any such
default continues, the Trustee may require a Paying Agent to pay all money held
by it to the Trustee. The Company at any time may require a Paying Agent to pay
all money held by it to the Trustee. Upon payment over to the Trustee, the
Paying Agent (if other than the Company or a Subsidiary) shall have no further
liability for the money. If the Company or a Subsidiary acts as Paying Agent, it
shall segregate and hold in a separate trust fund for the benefit of the Holders


                                       11



of any Series of Securities all money held by it as Paying Agent. Upon any
bankruptcy or reorganization proceedings relating to the Company, the Trustee
shall serve as Paying Agent for the Securities.

     SECTION 2.06. Holders Lists. The Trustee shall preserve in as current a
form as is reasonably practicable the most recent list available to it of the
names and addresses of all Holders of each Series of Securities and shall
otherwise comply with TIA Section 312(a). If the Trustee is not the Registrar,
the Company shall furnish to the Trustee at least seven Business Days before
each Interest Payment Date and at such other times as the Trustee may request in
writing, a list in such form and as of such date as the Trustee may reasonably
require of the names and addresses of the Holders of each Series of Securities
and the Company shall otherwise comply with TIA Section 312(a).

     SECTION 2.07. Transfer and Exchange. When Securities of a Series are
presented to the Registrar or a co-registrar with a request to register a
transfer or to exchange them for an equal principal amount of Securities of the
same Series, the Registrar shall register the transfer or make the exchange if
its requirements for such transactions are met. To permit registrations of
transfers and exchanges, the Trustee shall authenticate Securities at the
Registrar's request. No service charge shall be made for any registration of
transfer or exchange (except as otherwise expressly permitted herein), but the
Company may require payment of a sum sufficient to cover any transfer tax or
similar governmental charge payable in connection therewith (other than any such
transfer taxes or similar governmental charge payable upon exchange or transfer
pursuant to Sections 2.11, 3.06, or 9.05).

     Neither the Company nor the Registrar shall be required (a) to issue,
register the transfer of, or exchange Securities of any Series for the period
beginning at the opening of business fifteen days immediately preceding the
mailing of a notice of redemption of Securities of that Series selected for
redemption and ending at the close of business on the day of such mailing or (b)
to register the transfer or exchange of any Security of any Series selected,
called or being called for redemption as a whole or the portion being redeemed
of any such Securities selected, called or being called for redemption in part.

     SECTION 2.08. 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 of like tenor and principal amount and bearing a number
not contemporaneously outstanding. If there shall be delivered to the Company
and the Trustee (i) evidence to their satisfaction of the destruction, loss or
theft of any Security and (ii) such security or indemnity as may be required by
them to save each of them and any agent of either of them harmless, then, in the
absence of notice to the Company or the Trustee that such Security has been
acquired by a bona fide purchaser, the Company shall execute and upon its
request the Trustee shall authenticate and make available for delivery, in lieu
of any such destroyed, lost or stolen Security, a new Security of the same
Series and of like tenor and principal amount and bearing a number not
contemporaneously outstanding.


                                       12



     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 expenses (including
the fees and expenses of the Trustee) connected 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, and shall be
entitled to all the benefits of this Indenture equally and proportionately with
any and all other Securities of the 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 2.09. Outstanding Securities. The Securities outstanding at any
time are all the Securities authenticated by the Trustee except for those
canceled by it, those delivered to it for cancellation, those reductions in the
interest in a Global Security effected by the Trustee in accordance with the
provisions hereof, and those described in this Section 2.09 as not outstanding.
A Security does not cease to be outstanding because the Company or an Affiliate
of the Company holds the Security.

     If a Security is replaced pursuant to Section 2.08, it ceases to be
outstanding unless the Trustee receives proof satisfactory to it that the
replaced Security is held by a bona fide purchaser.

     If the Paying Agent (other than the Company, a Subsidiary or an Affiliate
of any thereof) holds, on the Maturity of Securities of a Series money
sufficient to pay such Securities of the Series payable on that date, then on
and after that date such Securities of the Series shall be deemed to be no
longer outstanding and shall cease to accrue interest.

     In determining whether the Holders of the requisite principal amount of
outstanding Securities have given any request, demand, authorization, direction,
notice, consent or waiver hereunder, the principal amount of an Original Issue
Discount Security that shall be deemed to be outstanding for such purposes shall
be the amount of the principal thereof that would be due and payable as of the
date of such determination upon a declaration of acceleration of the Maturity
thereof pursuant to Section 6.02.

     SECTION 2.10. Treasury Securities. In determining whether the Holders of
the required principal amount of Securities of a Series have concurred in any
request, demand, authorization, notice, direction, waiver or consent, Securities
of a Series owned by the Company or an Affiliate shall be disregarded, except
that for the purposes of determining whether the


                                       13



Trustee shall be protected in relying on any such request, demand,
authorization, notice, direction, waiver or consent, only Securities of a Series
that the Trustee knows are so owned shall be disregarded.

     SECTION 2.11. Temporary Securities. Until Definitive Securities are ready
for delivery, the Company may prepare and the Trustee shall authenticate
temporary Securities upon a Company Order. Temporary Securities shall be
substantially in the form of Definitive Securities but may have variations that
the Company considers appropriate for temporary Securities. Without unreasonable
delay, the Company shall prepare and the Trustee shall authenticate Definitive
Securities of the same Series and date of maturity in exchange for temporary
Securities. Until so exchanged, temporary Securities shall be entitled to the
same rights under this Indenture as the Definitive Securities.

     SECTION 2.12. Cancellation. The Company at any time may deliver Securities
to the Trustee for cancellation. The Registrar and Paying Agent shall forward to
the Trustee any Securities surrendered to them for registration of transfer,
exchange or payment. The Trustee shall cancel all Securities surrendered for
registration of transfer, exchange, payment, replacement or cancellation and
shall destroy canceled Securities (subject to the record retention requirement
of the Exchange Act). Certification of the destruction of all canceled
Securities shall be delivered to the Company. The Company may not issue new
Securities to replace Securities that it has paid or that have been delivered to
the Trustee for cancellation.

     SECTION 2.13. Defaulted Interest. If the Company defaults in a payment of
interest on a Series of Securities, it shall pay the defaulted interest in any
lawful manner plus, to the extent lawful, any interest payable on the defaulted
interest, to the Persons who are Holders of the Series on a subsequent special
record date. The Company shall fix each such special record date and payment
date. At least 15 days before the special record date, the Company (or upon the
written request of the Company, the Trustee, in the name and at the expense of
the Company) shall mail or cause to be mailed to Holders of the Series a notice
that states the special record date, the related payment date and the amount of
such interest to be paid. The Company may pay defaulted interest in any other
lawful manner.

     SECTION 2.14. Global Securities.

     (a) Terms of Securities. A Board Resolution, a supplemental indenture
hereto or an Officers' Certificate shall establish whether the Securities of a
Series shall be issued in whole or in part in the form of one or more Global
Securities and the Depositary for such Global Security or Securities.

     (b) Transfer and Exchange. Notwithstanding any provisions to the contrary
contained in Section 2.07 and in addition thereto, any Global Security shall be
exchangeable pursuant to Section 2.07 for Securities registered in the names of
Holders other than the Depositary for such Security or its nominee only if:

          (i) such Depositary notifies the Company that it is unwilling or
     unable to continue as Depositary for such Global Security or if at any time
     such Depositary ceases


                                       14



     to be a clearing agency registered under the Exchange Act, and in either
     case, the Company fails to appoint a successor Depositary within 90 days of
     such event;

          (ii) the Company executes and delivers to the Trustee an Officers'
     Certificate to the effect that such Global Security shall be so
     exchangeable; or

          (iii) an Event of Default with respect to the Securities represented
     by such Global Security shall have happened and be continuing. Any Global
     Security that is exchangeable pursuant to the preceding sentence shall be
     exchangeable for Securities registered in such names as the Depository
     shall direct in writing in an aggregate principal amount equal to the
     principal amount of the Global Security with like tenor and terms.

     Except as provided in this Section 2.14(b), a Global Security may not be
transferred except as a whole by the Depositary with respect to such Global
Security to a nominee of such Depositary, by a nominee of such Depositary to
such Depositary or another nominee of such Depositary or by the Depositary or
any such nominee to a successor Depositary or a nominee of such a successor
Depositary.

     (c) Legend. Any Global Security issued hereunder shall bear a legend in
substantially the following form:

          "THIS GLOBAL SECURITY IS HELD BY THE DEPOSITARY (AS DEFINED IN THE
          INDENTURE GOVERNING THIS SECURITY) OR ITS NOMINEE IN CUSTODY FOR THE
          BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO
          ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THIS GLOBAL
          SECURITY MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION
          2.07 OF THE INDENTURE, (II) THIS GLOBAL SECURITY MAY BE DELIVERED TO
          THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.12 OF THE INDENTURE
          AND (III) THIS GLOBAL SECURITY MAY BE TRANSFERRED TO A SUCCESSOR
          DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF AMERICAN REAL ESTATE
          PARTNERS, L.P."

     (d) Acts of Holders.

          (i) Any request, demand, authorization, direction, notice, consent,
     waiver or other action provided by this Indenture to be given or taken by
     Holders may be embodied in and evidenced by one or more instruments of
     substantially similar tenor signed by such Holders in person or by an agent
     duly appointed in writing; and, except as herein otherwise expressly
     provided, such action shall become effective when such instrument or
     instruments are delivered to the Trustee and, where it is hereby expressly
     required, to the Company. Such instrument or instruments (and the action
     embodied therein and


                                       15



     evidenced thereby) are herein sometimes referred to as the "Act" of Holders
     signing such instrument or instruments. Proof of execution of any such
     instrument or of a writing appointing any such agent shall be sufficient
     for any purpose of this Indenture and conclusive in favor of the Trustee
     and the Company, if made in the manner provided in this Section.

          (ii) 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 such officer
     the execution thereof. Where such execution is by a signer acting in a
     capacity other than such signer's individual capacity, such certificate or
     affidavit shall also constitute sufficient proof of such signer's
     authority. The fact and date of the execution of any such instrument or
     writing, or the authority of the Person executing the same, may also be
     proved in any other manner which the Trustee deems sufficient.

          (iii) The ownership of bearer securities may be proved by the
     production of such bearer securities or by a certificate executed by any
     trust company, bank, banker or other depositary, wherever situated, if such
     certificate shall be deemed by the Trustee to be satisfactory, showing that
     at the date therein mentioned such Person had on deposit with such
     depositary, or exhibited to it, the bearer securities therein described; or
     such facts may be proved by the certificate or affidavit of the Person
     holding such bearer securities, if such certificate or affidavit is deemed
     by the Trustee to be satisfactory. The Trustee and the Company may assume
     that such ownership of any bearer security continues until (A) another such
     certificate or affidavit bearing a later date issued in respect of the same
     bearer security is produced, (B) such bearer security is produced to the
     Trustee by some other Person, (C) such bearer security is surrendered in
     exchange for a registered security or (D) such bearer security is no longer
     outstanding. The ownership of bearer securities may also be proved in any
     other manner which the Trustee deems sufficient.

          (iv) The ownership of registered securities shall be proved by the
     register maintained by the Registrar.

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

          (vi) If the Company shall solicit from the Holders any request,
     demand, authorization, direction, notice, consent, waiver or other Act, the
     Company may, at its option, by or pursuant to a Board Resolution, fix in
     advance a record date for the determination of Holders entitled to give
     such request, demand, authorization, direction, notice, consent, waiver or
     other Act, but the Company shall have no obligation to do so if


                                       16



     such a record date is fixed, such request, demand, authorization,
     direction, notice, consent, waiver or other Act may be given before or
     after such record date, but only the Holders of record at the close of
     business on such record date shall be deemed to be Holders for the purposes
     of determining whether Holders of the requisite proportion of outstanding
     Securities have authorized or agreed or consented to such request, demand,
     authorization, direction, notice, consent, waiver or other Act, and for
     that purpose the outstanding Securities shall be computed as of such record
     date; provided that no such authorization, agreement or consent by the
     Holders on such record date shall be deemed effective unless it shall
     become effective pursuant to the provisions of this Indenture not later
     than six months after the record date.

     (e) Payments. Notwithstanding the other provisions of this Indenture,
unless otherwise specified as contemplated by Section 2.02, payment of the
principal of and interest, if any, on any Global Security shall be made to the
Holder thereof.

     (f) Consents, Declaration and Directions. Except as provided in Section
2.14(e), the Company, the Trustee and any Agent shall treat a person as the
Holder of such principal amount of outstanding Securities of such Series
represented by a Global Security as shall be specified in a written statement of
the Depositary with respect to such Global Security, for purposes of obtaining
any consents, declarations, waivers or directions required to be given by the
Holders pursuant to this Indenture.

     SECTION 2.15. 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
elements of identification printed on the Securities, and any such redemption
shall not be affected by any defect in or omission of such numbers. The Company
shall promptly notify the Trustee of any change in CUSIP Numbers.

                                    ARTICLE 3

                            REDEMPTION AND PREPAYMENT

     SECTION 3.01. Notices to Trustee. The Company may, with respect to any
Series of Securities, reserve the right to redeem and pay the Series of
Securities or may covenant to redeem and pay the Series of Securities or any
part thereof prior to the Stated Maturity thereof at such time and on such terms
as provided for in such Series of Securities. If a Series of Securities is
redeemable and the Company wants or is obligated to redeem prior to the Stated
Maturity thereof all or part of the Series of Securities pursuant to the terms
of such Securities, it shall notify the Trustee of the redemption date and the
principal amount of Securities of the Series to be redeemed and the redemption
price. The Company shall give such notice to the Trustee at least 30 but no more
than 60 days before the redemption date (or such shorter notice as may be
acceptable to the Trustee).


                                       17



     SECTION 3.02. Selection of Securities to be Redeemed. Unless otherwise
indicated for a particular Series by a Board Resolution, supplemental indenture
or an Officers' Certificate, if less than all of the Securities are to be
redeemed or purchased in an offer to purchase at any time, the Trustee shall
select the Securities to be redeemed or purchased as follows: (a) if the
Securities are listed on any national securities exchange, in compliance with
the requirements of the principal national securities exchange, if any, on which
the Securities are listed; or (b) if the Securities are not listed on a national
securities exchange, on a pro rata basis, by lot or in accordance with any other
method as the Trustee considers fair and appropriate. No Securities of $1,000
principal amount or less will be redeemed in part. Except as provided in the
preceding sentence, provisions of this Indenture that apply to Securities called
for redemption also apply to portions of Securities called for redemption. The
Trustee shall make the selection at least 25 but not more than 60 days before
the redemption date from outstanding Securities of a Series previously called
for redemption.

     If any Security is to be redeemed in part only, the notice of redemption
that relates to such Security shall state the portion of the principal amount of
that Security to be redeemed. A new Security in principal amount equal to the
unredeemed portion of the original Security presented for redemption will be
issued in the name of the Holder thereof upon cancellation of the original
Security. Securities called for redemption become due on the date fixed for
redemption. On and after the redemption date, interest ceases to accrue or
accrete on Securities or portions of them called for redemption.

     SECTION 3.03. Notice of Redemption. Unless otherwise provided for a
particular Series of Securities by a Board Resolution, a supplemental indenture
or an Officers' Certificate, at least 30 days but not more than 60 days before a
redemption date, the Company shall mail or cause to be mailed, by first class
mail, a notice of redemption to each Holder whose Securities are to be redeemed
at its registered address.

     The notice shall identify the Securities to be redeemed and shall state:

     (a) the redemption date;

     (b) the Redemption Price (as defined in the Indenture for the Series of
Securities);

     (c) if any Security is being redeemed in part, the portion of the principal
amount of such Security to be redeemed and that, after the redemption date upon
surrender of such Security, a new Security or Securities in principal amount
equal to the unredeemed portion shall be issued upon cancellation of the
original Security;

     (d) the name and address of the Paying Agent;

     (e) that Securities called for redemption must be surrendered to the Paying
Agent to collect the redemption price;

     (f) that, unless the Company defaults in making such redemption payment or
the Paying Agent is prohibited from making such payment pursuant to the terms of
this Indenture, interest on the Securities called for redemption ceases to
accrue on and after the redemption date;


                                       18



     (g) the paragraph of the Securities and/or provision of this Indenture or
any supplemental indenture or Board Resolution pursuant to which the Securities
called for redemption are being redeemed;

     (h) the CUSIP number, if any, printed on the Securities being redeemed; and

     (i) that no representation is made as to the correctness or accuracy of the
CUSIP number, if any, listed in such notice or printed on the Securities.

     At the Company's request, the Trustee shall give the notice of redemption
in the Company's name and at its expense; provided, however, that the Company
shall have delivered to the Trustee, at least 45 days prior to the redemption
date (or such shorter period as shall be acceptable to the Trustee), an
Officers' Certificate requesting that the Trustee give such notice and setting
forth the information to be stated in such notice as provided in the preceding
paragraph.

     SECTION 3.04. Effect of Notice of Redemption. Once notice of redemption is
mailed in accordance with Section 3.03, Securities called for redemption become
irrevocably due and payable on the redemption date at the redemption price, plus
accrued and unpaid interest to such date. A notice of redemption may not be
conditional. Failure to give notice or any defect in the notice to the Holder of
any Security shall not affect the validity of the notice to any other Holder.

     SECTION 3.05. Deposit of Redemption Price. On or before 12:00 p.m. (New
York City time) on the redemption date, the Company shall deposit with the
Trustee or with the Paying Agent (or if the Company or any Subsidiary is the
Paying Agent, shall segregate and hold in trust) money sufficient to pay the
redemption price, of and accrued interest on, all Securities to be redeemed on
that date, other than Securities or portions of Securities called for redemption
that have been delivered to the Trustee for cancellation. The Trustee or the
Paying Agent shall as promptly as practicable return to the Company any money
deposited with the Trustee or the Paying Agent by the Company in excess of the
amounts necessary to pay the redemption price of, and accrued interest on, all
Securities to be redeemed. If such money is then held by the Company or a
Subsidiary in trust and is not required for such purpose, it shall be discharged
from such trust.

     If the Company complies with the provisions of the preceding paragraph, on
and after the redemption, interest shall cease to accrue on the Securities
called for redemption. If a Security is redeemed on or after an interest record
date but on or prior to the related Interest Payment Date, then any accrued and
unpaid interest shall be paid to the Person in whose name such Security was
registered at the close of business on such record date. If any Security called
for redemption shall not be so paid upon surrender for redemption because of the
failure of the Company to comply with the preceding paragraph, interest shall be
paid on the unpaid principal from the redemption date until such principal is
paid, and to the extent lawful, on any interest not paid on such unpaid
principal, in each case at the rate provided in the Securities.


                                       19



     SECTION 3.06. Securities Redeemed in Part. Upon surrender of a Security
that is redeemed in part, the Company shall execute and, upon the Company's
written request, the Trustee shall authenticate for the Holder at the expense of
the Company a new Security equal in principal amount to the unredeemed portion
of the Security surrendered.

                                    ARTICLE 4

                                    COVENANTS

     SECTION 4.01. Payment of Securities. The Company covenants and agrees for
the benefit of the Holders of each Series of Securities that it will duly and
punctually make all payments in respect of each Series of Securities on the
dates and in the manner provided in such Series of Securities and this
Indenture. Such payments shall be considered made on the date the Trustee or the
Paying Agent, if other than the Company or a Subsidiary thereof, holds, in
accordance with this Indenture, funds sufficient to make all payments with
respect to such Securities then due and the Trustee or the Paying Agent, as the
case may be, is not prohibited from paying such money to the Holders on that
date pursuant to the terms of this Indenture.

     SECTION 4.02. Reports. Unless otherwise indicated in a Board Resolution, a
supplemental indenture or an Officers' Certificate, whether or not required by
the rules and regulations of the Commission so long as any Securities are
outstanding, the Company shall furnish to the Trustee and the Holders of the
Securities the following:

     (a) all quarterly and annual financial information that would be required
to be contained in a filing with the Commission on Forms 10-Q and 10-K if the
Company were required to file such Forms, including a "Management's Discussion
and Analysis of Financial Condition and Results of Operations" and, with respect
to the annual information only, a report thereon by the Company's certified
independent accountants;

     (b) all current reports that would be required to be filed with the
Commission on Form 8-K if the Company were required to file such reports; and

     (c) any other information, reports and documents that the Company is
required to file with the Commission pursuant to Section 13 or Section 15(d) of
the Exchange Act.

in each case, within the time periods specified in the Commission's rules and
regulations; provided that such information and reports need not be furnished to
the Holders if they are generally available on the Internet free of charge.

     In addition, whether or not required by the rules and regulations of the
Commission, the Company shall file a copy of all such information and reports
with the Commission for public availability within the time periods specified in
the Commission's rules and regulations (unless the Commission shall not accept
such a filing) and make such information available to securities analysts and
prospective investors upon request.

     SECTION 4.03. Compliance Certificate.


                                       20



     (a) The Company shall deliver to the Trustee, within 90 days after the end
of each fiscal year of the Company, an Officers' Certificate stating that a
review of the activities of the Company and its Subsidiaries during the
preceding fiscal year has been made under the supervision of the signing
Officers with a view to determining whether each of the Company and any other
obligors has kept, observed, performed and fulfilled its obligations under this
Indenture, and further stating, as to each such Officer signing such
certificate, that to the best of his or her knowledge each entity has fulfilled
all of its obligations under this Indenture throughout such year and is not in
default in the performance or observance of any of the terms, provisions and
conditions of this Indenture (or, if a Default or Event of Default shall have
occurred, describing all such Defaults or Events of Default of which he or she
may have knowledge and the nature and status thereof).

     (b) So long as not contrary to the then current recommendations of the
American Institute of Certified Public Accountants, the year-end financial
statements delivered pursuant to Section 4.02(a) above shall be accompanied by a
written statement of the Company's independent public accountants (who shall be
a firm of established national reputation, reasonably satisfactory to the
Trustee) that in making the examination necessary for certification of such
financial statements, nothing has come to their attention that would lead them
to believe that a Default or an Event of Default has occurred and is continuing
or, if any such Default or Event of Default has occurred and is continuing,
specifying the nature and period of existence thereof, it being understood that
such accountants shall not be liable directly or indirectly to any Person for
any failure to obtain knowledge of any such Default or Event of Default. In the
event that such written statement of the Company's independent public
accountants cannot be obtained, the Company shall deliver an Officers'
Certificate certifying that it has used its best efforts to obtain such
statements and was unable to do so.

     (c) The Company shall, so long as any Securities are outstanding, deliver
to the Trustee, forthwith upon any Officer becoming aware of any Default or
Event of Default that is then continuing, an Officers' Certificate specifying
such Default or Event of Default and what action the Company is taking or
proposes to take with respect thereto.

     SECTION 4.04. Corporate Existence. Subject to Article 5, the Company shall
do or cause to be done all things necessary to preserve and keep in full force
and effect:

     (a) its corporate, partnership or other existence, and the corporate,
partnership or other existence of each of its Subsidiaries, in accordance with
the respective organizational documents (as the same may be amended from time to
time) of the Company or any such Subsidiary; and

     (b) the rights (charter and statutory), licenses and franchises of the
Company and its Subsidiaries; provided, however, that the Company shall not be
required to preserve any such right, license or franchise, or the corporate,
partnership or other existence of any of its Subsidiaries, if the Board of
Directors shall determine that the preservation thereof is no longer desirable
in the conduct of the business of the Company and its Subsidiaries, taken as a
whole, and that the loss thereof is not adverse in any material respect to the
Holders of the Securities.


                                       21


     SECTION 4.05. Calculation of Original Issue Discount. The Company shall
file with the Trustee promptly at the end of each calendar year (i) a written
notice specifying the amount of original issue discount (including daily rates
and accrual periods) accrued on outstanding Securities as of the end of such
year and (ii) such other specific information relating to such original issue
discount as may then be relevant under the Internal Revenue Code of 1986, as
amended from time to time.

                                    ARTICLE 5

                                   SUCCESSORS

     SECTION 5.01. Merger, Consolidation or Sale of Assets. Unless otherwise
provided for in a particular Series by a Board Resolution, a supplemental
indenture or an Officers' Certificate, the Company shall not consolidate with or
merge into (whether or not the Company is the surviving entity), or sell,
assign, transfer, lease, convey or otherwise dispose of (collectively,
"Transfer") all or substantially all of its properties or assets to, another
Person unless:

     (a) the resulting, surviving or transferee Person (the "Successor Company")
shall be a corporation, limited liability company or limited partnership
organized or existing under the laws of the United States, any state thereof or
the District of Columbia;

     (b) the Person formed by or surviving any such consolidation or merger (if
other than the Company) or the Person to which such Transfer has been made
assumes all the obligations of the Company under the Securities and this
Indenture pursuant to a supplemental indenture or amendment, in a form
reasonably satisfactory to the Trustee;

     (c) immediately after such transaction, no Default exists; and

     (d) the Company shall have delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that such consolidation,
merger or Transfer complies with this Indenture.

     The Successor Company shall succeed to, and be substituted for, and may
exercise every right and power of, the Company under this Indenture (as modified
by a Board Resolution, supplemental indenture or Officers' Certificate), and the
predecessor Company, except in the case of a lease of all or substantially all
of its assets, shall be released from the obligation to pay the principal of and
interest on the Securities. The foregoing will not prohibit a consolidation or
merger between the Company and a Wholly Owned Subsidiary, the transfer of all or
substantially all of the properties or assets of the Company to a Wholly Owned
Subsidiary or the transfer of all or substantially all of the properties or
assets of a Wholly Owned Subsidiary to the Company; provided, that if the
Company is not the surviving entity of such transaction or the Person to which
such transfer is made, the surviving entity or the Person to which such transfer
is made shall comply with clause (b) of this paragraph.


                                       22



                                    ARTICLE 6

                              DEFAULTS AND REMEDIES

     SECTION 6.01. Events of Default. Unless otherwise indicated for a
particular Series of Securities by a Board Resolution, a supplemental indenture
or an Officers' Certificate, each of the following constitutes an "Event of
Default" with respect to each Series of Securities:

     (a) default for 30 days in the payment of interest when due with respect to
the Securities;

     (b) default in payment when due of principal or premium, if any, on the
Securities at maturity, upon redemption or otherwise;

     (c) failure by the Company for 30 days after receipt of notice (as
specified below) to comply with the provisions described under Section 2.04,
4.02, 4.03 or 5.01;

     (d) failure by the Company for 60 days after notice (as specified below) to
comply with its other agreements in this Indenture or the Securities;

     (e) the Company or any Significant Subsidiary pursuant to or within the
meaning of any Bankruptcy Law:

          (i) commences a voluntary case;

          (ii) consents to the entry of an order for relief against it in an
     involuntary case in which it is the debtor;

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

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

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

          (i) is for relief against the Company or any Significant Subsidiary in
     an involuntary case in which it is the debtor;

          (ii) appoints a custodian of the Company or any Significant Subsidiary
     or for all or substantially all of its property; or

          (iii) orders the liquidation of the Company or any Significant
     Subsidiary;

and the order or decree contemplated in clause (i), (ii) or (iii), remains
unstayed and in effect for 60 consecutive days;


                                       23



     A Default under paragraph (c) or (d) is not an Event of Default until the
Trustee or the Holders of at least 25% in principal amount of the outstanding
Securities notify the Company of the Default and the Company does not cure such
Default within the time specified after receipt of such notice. Such notice must
specify the Default, demand that it be remedied and state that such notice is a
"Notice of Default".

     To the extent that the last day of the period referred to in paragraph (a),
(c), (d), (e) or (f) of this Section 6.01 is not a Business Day, then the first
Business Day following such day shall be deemed to be the last day of the period
referred to in such clauses. Any "day" will be deemed to end as of 11:59 p.m.,
New York City time.

     SECTION 6.02. Acceleration. If an Event of Default with respect to any
Series of Securities at the time outstanding (other than an Event of Default
with respect to the Company specified in paragraph (e) and (f) of Section 6.01)
occurs and is continuing, the Trustee or the Holders of at least 25% in
principal amount of the then outstanding Securities of that Series may declare
the unpaid principal of, (or, in the case of Original Issue Discount Securities
of that Series, the portion thereby specified in the terms of such Security)
premium, if any, and accrued and unpaid interest on all the Securities of that
Series to be due and payable by notice in writing to the Company (and the
Trustee, if given by the Holders) specifying the respective Event of Default and
that it is a "notice of acceleration." Upon such a declaration, such amounts
shall be due and payable immediately. If an Event of Default with respect to the
Company specified in paragraph (e) or (f) of Section 6.01 occurs, the principal
amount of (or, in the case of Original Issue Discount Securities of that Series,
the portion thereby specified in the terms of such Security), premium, if any,
and accrued and unpaid interest on all the Securities of each Series of Security
shall ipso facto become and be immediately due and payable without any
declaration or other act on the part of the Trustee or any Holder. The Holders
of a majority in principal amount of the then outstanding Securities of any
Series of Securities by written notice to the Trustee may rescind an
acceleration and its consequences if the rescission would not conflict with any
judgment or decree and if all existing Events of Default have been cured or
waived with respect to such Series of Securities (except nonpayment of the
principal amount of (or, in the case of Original Issue Discount Securities of
that Series, the portion thereby specified in the terms of such Security),
premium, if any, and accrued and unpaid interest on all the Securities of that
Series that has become due solely because of the acceleration).

     SECTION 6.03. Other Remedies. If an Event of Default with respect to any
Series of Securities occurs and is continuing, the Trustee may pursue any
available remedy to collect the payment of the principal amount of (or, in the
case of Original Issue Discount Securities of that Series, the portion thereby
specified in the terms of such Security), premium, if any, and accrued and
unpaid interest on all the Securities of that Series or to enforce the
performance of any provision of the Securities of that Series or this Indenture.

     The Trustee may maintain a proceeding even if it does not possess any of
the Securities of a Series or does not produce any of them in the proceeding. A
delay or omission by the Trustee or any Holder in exercising any right or remedy
accruing upon an Event of Default with respect to any Series of Securities shall
not impair the right or remedy or constitute a waiver of


                                       24



or acquiescence in the Event of Default. All remedies are cumulative to the
extent permitted by law.

     SECTION 6.04. Waiver of Past Defaults. Holders of at least a majority in
principal amount of the Securities of any Series (including consents obtained in
connection with a tender offer or exchange for Securities) by notice to the
Trustee may on behalf of the Holders of all of Securities of that Series waive
an existing Default or Event of Default and its consequences hereunder, except a
continuing Default or Event of Default in the payment of the principal amount of
(or, in the case of Original Issue Discount Securities of that Series, the
portion thereby specified in the terms of such Security), premium, if any, and
accrued and unpaid interest on all the Securities of that Series. Upon any such
waiver, such Default shall cease to exist, and any Event of Default arising
therefrom shall be deemed to have been cured for every purpose of this
Indenture; but no such waiver shall extend to any subsequent or other Default or
impair any right consequent thereon.

     SECTION 6.05. Control By Majority. Holders of a majority in principal
amount of the then outstanding Securities of any Series may direct the time,
method and place of conducting any proceeding for exercising any remedy
available to the Trustee or exercising any trust or power conferred on it with
respect to that Series. However, the Trustee may refuse to follow any direction
that conflicts with law or this Indenture or, subject to Section 7.01, that the
Trustee determines may be prejudicial to the rights of any other Holder of
Securities of that Series or that may involve the Trustee in personal liability.

     SECTION 6.06. Limitation on Suits. Except to enforce the right to receive
payment of the principal amount of (or, in the case of Original Issue Discount
Securities, the portion thereby specified in the terms of such Security),
premium, if any, and accrued and unpaid interest on a Security of Series when
due, no Holder of a Security of that Series may pursue any remedy with respect
to this Indenture or the Securities of that Series unless:

     (a) the Holder previously gave to the Trustee written notice of a
continuing Event of Default;

     (b) the Holders of at least 25% in principal amount of the then outstanding
Securities of that Series make a written request to the Trustee to pursue the
remedy;

     (c) such Holder or Holders of that Series offer and, if requested, provide
to the Trustee indemnity satisfactory to the Trustee against any loss, liability
or expense;

     (d) the Trustee does not comply with the request within 60 days after
receipt of the request and the offer and, if requested, the provision of
indemnity; and

     (e) during such 60-day period the Holders of a majority in principal amount
of the outstanding Securities of that Series do not give the Trustee a direction
inconsistent with the request.


                                       25



     A Holder of Securities of any Series may not use this Indenture to
prejudice the rights of another Holder of that Series or to obtain a preference
or priority over another Holder of that Series.

     SECTION 6.07. Rights of Holders to Receive Payment. Notwithstanding any
other provision of this Indenture, the right of any Holder to receive payment of
the principal amount of (or, in the case of Original Issue Discount Securities,
the portion thereby specified in the terms of such Security), premium, if any,
and accrued and unpaid interest on the Securities held by such Holder, on or
after their Maturity, or to bring suit for the enforcement of any such payment
on or after their Maturity, shall not be impaired or affected without the
consent of such Holder.

     SECTION 6.08. Collection Suit by Trustee. If an Event of Default specified
in Section 6.01(a) or (b) occurs and is continuing, the Trustee is authorized to
recover judgment in its own name and as trustee of an express trust against the
Company or any other obligor under the Securities for the whole amount then due
and, to the extent lawful, interest and such further amount as shall be
sufficient to cover the costs and expenses of collection, including the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel.

     SECTION 6.09. Trustee May File Proofs of Claim. The Trustee is authorized
to file such proofs of claim and other papers or documents as may be necessary
or advisable in order to have the claims of the Trustee (including any claim for
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel) and the Holders allowed in any judicial
proceedings relative to the Company (or any other obligor under the Securities),
its creditors or its property and shall be entitled and empowered to collect,
receive and distribute any money or other property payable or deliverable on any
such claims and any custodian 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 amount due to it for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, and any other amounts due the Trustee under Section 7.07.

     SECTION 6.10. Priorities. If the Trustee collects any money pursuant to
this Article 6 with respect to any Series of Securities, it shall pay out the
money in the following order:

          First: to the Trustee, its agents and attorneys for amounts due under
     Section 7.07;

          Second: to Holders for amounts due and unpaid on the Securities of
     that Series for the principal amount of (or, in the case of Original Issue
     Discount Securities of that Series, the portion thereby specified in the
     terms of such Security), premium, if any, and accrued and unpaid interest,
     ratably, without preference or priority of any kind, according to the
     amounts due and payable on the Securities of that Series for the principal
     amount of (or, in the case of Original Issue Discount Securities of that
     Series, the portion thereby


                                       26



     specified in the terms of such Security), premium, if any, and accrued and
     unpaid interest, respectively; and

          Third: to the Company.

     The Trustee may fix a record date and payment date for any payment to
Holders pursuant to this Section 6.10.

     SECTION 6.11. Undertaking For Costs. In any suit for the enforcement of any
right or remedy under this Indenture or in any suit against the Trustee for any
action taken or omitted by it as a Trustee, a court in its discretion may
require the filing by any party litigant in the suit of an undertaking to pay
the costs of the suit, and the court in its discretion may assess reasonable
costs, including reasonable attorneys' fees, against any party litigant in the
suit, having due regard to the merits and good faith of the claims or defenses
made by the party litigant. This Section 6.11 does not apply to a suit by the
Trustee, a suit by a Holder pursuant to Section 6.07, or a suit by Holders of
more than 10% in principal amount of the then outstanding Securities of any
Series.

                                    ARTICLE 7

                                     TRUSTEE

     SECTION 7.01. Duties of Trustee.

     (a) If an Event of Default of which the Trustee has knowledge has occurred
and is continuing with respect to any Series of Securities, the Trustee shall
exercise such of the rights and powers vested in it by this Indenture and use
the same degree of care and skill in its exercise as a prudent person would
exercise or use under the circumstances in the conduct of his or her own
affairs.

     (b) Except during the continuance of an Event of Default with respect to
any Series of Securities:

          (i) the duties of the Trustee shall be determined solely by the
     express provisions of this Indenture, with respect to the Securities of
     that Series, as modified or supplemented by a Board Resolution, a
     supplemental indenture or an Officers' Certificate, and no implied
     covenants or obligations shall be read into this Indenture against the
     Trustee; and

          (ii) in the absence of bad faith on its part, the Trustee may with
     respect to Securities of that 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. However, the Trustee shall examine the
     certificates and opinions to determine whether or not they conform to the
     requirements of this Indenture (but need not confirm or investigate the
     accuracy of mathematical calculations or other facts stated therein).


                                       27



     (c) The Trustee may not be relieved from liabilities for its own negligent
action, its own negligent failure to act, or its own willful misconduct, except
that:

          (i) this paragraph does not limit the effect of paragraph (b) of this
     Section 7.01;

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

          (iii) the Trustee shall not be liable with respect to any action it
     takes or omits to take in good faith in accordance with a direction
     received by it pursuant to Section 6.05 and the Trustee shall be entitled
     from time to time to request such direction.

     (d) Whether or not therein expressly so provided, every provision of this
Indenture that in any way relates to the Trustee is subject to paragraphs (a),
(b) and (c) of this Section 7.01.

     (e) No provision of this Indenture shall require the Trustee to expend or
risk its own funds or incur any liability. The Trustee shall be under no
obligation to exercise any of its rights and powers under this Indenture at the
request of any Holders, unless such Holder shall have offered to the Trustee
security and indemnity satisfactory to it against any loss, liability or
expense.

     (f) The Trustee shall not be liable for interest on any money received by
it except as the Trustee may agree in writing with the Company. Money held in
trust by the Trustee need not be segregated from other funds except to the
extent required by law.

     (g) 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 or other paper or
documents.

     SECTION 7.02. Rights of Trustee.

     (a) The Trustee may conclusively rely on the truth of the statements and
correctness of the opinions contained in, and shall be protected from acting or
refraining from acting upon, any document believed by it to be genuine and to
have been signed or presented by the proper Person. The Trustee need not
investigate any fact or matter stated in the document, but the Trustee, in its
discretion, may make such further inquiry or investigation into such facts or
matters as it may see fit, and, if the Trustee shall determine to make such
further inquiry or investigation, it shall be entitled to examine the books,
records and premises of the Company, personally or by agent or attorney, to the
extent reasonably required by such inquiry or investigation.

     (b) Before the Trustee acts or refrains from acting, it may require an
Officers' Certificate or an Opinion of Counsel or both. The Trustee shall not be
liable for any action it takes or omits to take in good faith in reliance on
such Officers' Certificate or Opinion of Counsel. Prior to taking, suffering or
admitting any action, the Trustee may consult with counsel


                                       28



of the Trustee's own choosing and the written advice of such counsel or any
Opinion of Counsel shall be full and complete authorization and protection from
liability in respect of any action taken, suffered or omitted by it hereunder in
good faith and in reliance thereon.

     (c) The Trustee may act through its attorneys and agents and shall not be
responsible for the misconduct or negligence of any agent appointed with due
care.

     (d) The Trustee shall not be liable for any action it takes or omits to
take in good faith that it believes to be authorized or within its rights or
powers.

     (e) Unless otherwise specifically provided in this Indenture, any demand,
request, direction or notice from the Company shall be sufficient if signed by
an Officer of the Company.

     (f) The Trustee shall be under no obligation to exercise any of the rights
or powers vested in it by this Indenture at the request or direction of any of
the Holders unless such Holders shall have offered to the Trustee reasonable
security or indemnity satisfactory to the Trustee against the costs, expenses
and liabilities that might be incurred by it in compliance with such request or
direction.

     SECTION 7.03. Individual Rights of Trustee. The Trustee in its individual
or any other capacity may become the owner or pledgee of Securities and may
otherwise deal with the Company or any Affiliate of the Company with the same
rights it would have if it were not Trustee. However, in the event that the
Trustee acquires any conflicting interest it must eliminate such conflict within
90 days, apply to the Commission for permission to continue as Trustee or
resign. Any Agent may do the same with like rights and duties. The Trustee is
also subject to Sections 7.10 and 7.11.

     SECTION 7.04. Trustee's Disclaimer. The Trustee shall not be responsible
for and makes no representation as to the validity or adequacy of this Indenture
or the Securities, it shall not be accountable for the Company's use of the
proceeds from the Securities or any money paid to the Company or upon the
Company's direction under any provision of this Indenture, it shall not be
responsible for the use or application of any money received by any Paying Agent
other than the Trustee, and it shall not be responsible for any statement or
recital herein or any statement in the Securities or any other document in
connection with the sale of the Securities or pursuant to this Indenture other
than its certificate of authentication.

     SECTION 7.05. Notice of Defaults. If a Default or Event of Default with
respect to Securities of any Series occurs and is continuing and if it is known
to the Trustee, the Trustee shall mail to Holders of that Series a notice of the
Default or Event of Default within 90 days after it occurs. Except in the case
of a Default or Event of Default in payment on any Security pursuant to Section
6.01(a) or (b), the Trustee may withhold the notice if and so long as a
committee of its Responsible Officers in good faith determines that withholding
the notice is in the interests of the Holders.

     SECTION 7.06. Reports By Trustee to Holders. Unless otherwise specified in
the applicable Board Resolution, supplemental indenture or Officers'
Certificate, within 60 days


                                       29



after each May 15 beginning with the May 15 following the date of this
Indenture, and for so long as Securities remain outstanding, the Trustee shall
mail to the Holders of the Securities a brief report dated as of such reporting
date that complies with TIA Section 313(a) (but if no event described in TIA
Section 313(a) has occurred within the twelve months preceding the reporting
date, no report need be transmitted). The Trustee also shall comply with TIA
Section 313(b). The Trustee shall also transmit by mail all reports as required
by TIA Section 313(c).

     A copy of each report at the time of its mailing to the Holders shall be
mailed to the Company and filed with the Commission and each stock exchange on
which the Company has informed the Trustee in writing the Securities are listed
in accordance with TIA Section 313(d). The Company shall promptly notify the
Trustee in writing when the Securities are listed on any stock exchange and of
any delisting thereof.

     SECTION 7.07. Compensation and Indemnity. The Company shall pay to the
Trustee from time to time reasonable compensation for its acceptance of this
Indenture and services hereunder. To the extent lawful, the Trustee's
compensation shall not be limited by any law on compensation of a trustee of an
express trust. The Company shall reimburse the Trustee promptly upon request for
all reasonable disbursements, advances and expenses incurred or made by it in
addition to the compensation for its services. Such expenses shall include the
reasonable compensation, disbursements and expenses of the Trustee's agents and
counsel.

     The Company shall indemnify the Trustee against any and all losses,
liabilities or expenses incurred by it arising out of or in connection with the
acceptance or administration of its duties under this Indenture, including the
reasonable costs and expenses of enforcing this Indenture against the Company or
any other obligors under the Securities (including this Section 7.07) and
defending itself against any claim (whether asserted by the Company or any
Holder or any other person) or liability in connection with the exercise or
performance of any of its powers or duties hereunder except to the extent any
such loss, liability or expense may be attributable to its gross negligence, bad
faith or willful misconduct. The Trustee shall notify the Company promptly of
any claim for which it may seek indemnity. Failure by the Trustee to so notify
the Company shall not relieve the Company of its obligations hereunder. The
Company shall defend the claim and the Trustee shall cooperate in the defense.
The Trustee may have separate counsel and the Company shall pay the reasonable
fees and expenses of such counsel. The Company need not pay for any settlement
made without its consent, which consent shall not be unreasonably withheld.

     The obligations of the Company under this Section 7.07 shall survive the
satisfaction and discharge of this Indenture.

     To secure the Company's payment obligations in this Section 7.07, the
Trustee shall have a lien prior to the Securities on all money or property held
or collected by the Trustee, except that held in trust to pay principal,
premium, if any, and interest on particular Securities. Such lien shall survive
the satisfaction and discharge of this Indenture and the resignation or removal
of the Trustee. The Trustee's right to receive payment of any amounts due under
this Section 7.07 shall not be subordinate to any other Company Indebtedness.


                                       30



     When the Trustee incurs expenses or renders services after an Event of
Default specified in Section 6.01(e) or (f) occurs, the expenses and the
compensation for the services (including the fees and expenses of its agents and
counsel) are intended to constitute expenses of administration under any
Bankruptcy Law.

     The Trustee shall comply with the provisions of TIA Section 313(b)(2) to
the extent applicable.

     SECTION 7.08. Replacement of Trustee. A resignation or removal of the
Trustee and appointment of a successor Trustee shall become effective only upon
the successor Trustee's acceptance of appointment as provided in this Section
7.08.

     The Trustee may resign in writing at any time and be discharged from the
trust hereby created with respect to the Securities of any Series by so
notifying the Company. The Holders of a majority in principal amount of the then
outstanding Securities of any Series may remove the Trustee with respect to such
Series of Securities by so notifying the Trustee and the Company in writing. The
Company may remove the Trustee if:

     (a) the Trustee fails to comply with Section 7.10;

     (b) the Trustee is adjudged a bankrupt or an insolvent or an order for
relief is entered with respect to the Trustee under any Bankruptcy Law;

     (c) a Custodian or public officer takes charge of the Trustee or its
property; or

     (d) the Trustee becomes incapable of acting.

     If the Trustee resigns, is removed by the Company or by the Holders of a
majority in principal amount of the Securities of any Series and such Holders do
not reasonably promptly appoint a successor Trustee or if a vacancy exists in
the office of Trustee for any reason (the Trustee in such event being referred
to herein as the retiring Trustee), the Company shall promptly appoint a
successor Trustee.

     If a successor Trustee does not take office within 60 days after the
retiring Trustee resigns or is removed, the retiring Trustee, the Company, or
the Holders of at least 10% in principal amount of Securities of that Series may
petition any court of competent jurisdiction for the appointment of a successor
Trustee.

     If the Trustee, after written request by any Holder of a Security who has
been a Holder of a Security for at least six months, fails to comply with
Section 7.10, such Holder may petition any court of competent jurisdiction for
the removal of the Trustee and the appointment of a successor Trustee.

     A successor Trustee shall deliver a written acceptance of its appointment
to the retiring Trustee and to the Company. Thereupon, the resignation or
removal of the retiring Trustee shall become effective, and the successor
Trustee shall have all the rights, powers and duties of the Trustee under this
Indenture. The successor Trustee shall mail a notice of its succession to the


                                       31


Holders. The retiring Trustee shall promptly transfer all property held by it as
Trustee to the successor Trustee, provided that all sums owing to the Trustee
hereunder have been paid and subject to the lien provided for in Section 7.07.
Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the
Company's obligations under Section 7.07 shall continue for the benefit of the
retiring Trustee.

     SECTION 7.09. Successor Trustee by Merger, Etc. If the Trustee
consolidates, merges or converts into, or transfers all or substantially all of
its corporate trust business to, another corporation, the successor corporation
without any further act shall be the successor Trustee; provided, such
corporation or association shall be otherwise eligible and qualified under this
Article 7 and shall notify the Company of its successor hereunder.

     SECTION 7.10. Eligibility; Disqualification. There shall at all times be a
Trustee hereunder that is a corporation organized and doing business under the
laws of the United States of America or of any state thereof that is authorized
under such laws to exercise corporate trustee power, that is subject to
supervision or examination by federal or state authorities and has a combined
capital and surplus of at least $50.0 million as set forth in its most recent
published annual report of condition.

     This Indenture shall always have a Trustee who satisfies the requirements
of TIA Section 310(a)(1), (2) and (5). The Trustee is subject to TIA Section
310(b).

     SECTION 7.11. Preferential Collection of Claims Against the Company. The
Trustee is subject to TIA Section 311(a), excluding any creditor relationship
listed in TIA Section 311(b). A Trustee who has resigned or been removed shall
be subject to TIA Section 311(a) to the extent indicated therein.

                                   ARTICLE 8

               DISCHARGE; LEGAL DEFEASANCE AND COVENANT DEFEASANCE

     SECTION 8.01. Discharge; Option to Effect Legal Defeasance or Covenant
Defeasance.

     (a) When (i) the Company delivers to the Trustee all outstanding Securities
of a Series (other than Securities replaced pursuant to Section 2.08) for
cancellation or (ii) all outstanding Securities have become due and payable at
maturity and the Company irrevocably deposits with the Trustee funds sufficient
to pay at Maturity all outstanding Securities of such Series, including interest
thereon to Maturity (other than Securities replaced pursuant to Section 2.08),
and if in either case the Company pays all other sums payable hereunder by the
Company, then this Indenture shall cease to be of further effect except as set
out in Section 8.01(c). The Trustee shall acknowledge satisfaction and discharge
of this Indenture on demand of the Company accompanied by an Officers'
Certificate and an Opinion of Counsel and at the cost and expense of the
Company.


                                       32



     (b) Notwithstanding Section 8.01(a), the Company's obligations in Sections
2.03, 2.04, 2.05, 2.06, 2.07, 2.08 and 2.11 and the rights, powers, trusts,
duties and immunities of the Trustee, including without limitation, under
Sections 7.07, 8.05 and 8.07, and the Company's obligations in connection
therewith, shall survive until the Securities of a Series have been paid in
full. The rights of outstanding Securities to receive solely from the trust
funds described in Section 8.05 payments in respect of principal of, premium, if
any, and interest on such Securities when such payments are due shall also
survive until the Securities have been paid in full. Thereafter, the Company's
obligations in Sections 7.07 and 8.06 shall survive.

     (c) The Company may, at the option of its Board of Directors evidenced by a
resolution set forth in an Officers' Certificate, at any time, elect to have all
of its obligations discharged with respect to all outstanding Securities of any
Series pursuant to Section 8.02 or 8.03 and upon compliance with the conditions
set forth below in this Article 8.

     SECTION 8.02. Legal Defeasance and Discharge. Upon the Company's exercise
under Section 8.01(b) of the option applicable to this Section 8.02, the Company
shall, subject to the satisfaction of the conditions set forth in Section 8.04,
be deemed to have been discharged from its obligations with respect to all
outstanding Securities of that Series on the date the conditions set forth below
are satisfied (hereinafter, "Legal Defeasance"). For this purpose, Legal
Defeasance means that the Company shall be deemed to have paid and discharged
the entire Indebtedness represented by the outstanding Securities of that
Series, which shall thereafter be deemed to be "outstanding" only for the
purposes of Section 8.05 and the other Sections of this Indenture referred to in
(a) and (b) below, and to have satisfied all its other obligations under such
Securities and this Indenture (and the Trustee, on demand and at the expense of
the Company, shall execute proper instruments acknowledging the same), except
for the following provisions which shall survive until otherwise terminated or
discharged hereunder:

     (a) the rights of Holders of outstanding Securities of that Series to
receive solely from the trust fund described in Section 8.04(a), payments in
respect of the principal of, premium, if any, and interest on such Securities of
that Series when such payments are due;

     (b) the Company's obligations with respect to such Securities of that
Series under Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.08 and 2.11;

     (c) the rights, powers, trusts, duties and immunities of the Trustee,
including without limitation, under Sections 7.07, 8.05 and 8.07, and the
Company's obligations in connection therewith; and

     (d) the provisions of this Article 8.

     Subject to compliance with this Article 8, the Company may exercise its
option under this Section 8.02 notwithstanding the prior exercise of its option
under Section 8.03.

     SECTION 8.03. Covenant Defeasance. Upon the Company's exercise under
Section 8.01(b) of the option applicable to this Section 8.03, the Company
shall, subject to the satisfaction of the conditions set forth in Section 8.04,
be released from its obligations under the


                                       33



covenants contained in a Board Resolution, a supplemental indenture or an
Officers' Certificate and Section 5.01 with respect to the outstanding
Securities of that Series on and after the date the conditions set forth below
are satisfied (hereinafter, "Covenant Defeasance"), and the Securities of that
Series shall thereafter be deemed not "outstanding" for the purposes of any
direction, waiver, consent or declaration or act of Holders (and the
consequences of any thereof) in connection with such covenants, but shall
continue to be deemed "outstanding" for all other purposes hereunder (it being
understood that such Securities shall not be deemed outstanding for accounting
purposes). For this purpose, Covenant Defeasance means that, with respect to the
outstanding Securities of that Series, the Company and its Subsidiaries may omit
to comply with and shall have no liability in respect of any term, condition or
limitation set forth in any such covenant, whether directly or indirectly, by
reason of any reference elsewhere herein to any such covenant or by reason of
any reference in any such covenant to any other provision herein or in any other
document and such omission to comply shall not constitute a Default or an Event
of Default under Section 6.01, but, except as specified above, the remainder of
this Indenture and such Securities shall be unaffected thereby. In addition,
upon the Company's exercise under Section 8.01(b) of the option applicable to
this Section 8.03, subject to the satisfaction of the conditions set forth in
Section 8.04, any event specified in Section 6.01 (other than Section 6.01(e)
and (f)) shall not constitute an Event of Default.

     SECTION 8.04. Conditions to Legal or Covenant Defeasance. The following
shall be the conditions to the application of either Section 8.02 or 8.03 to the
outstanding Securities:

     In order to exercise either Legal Defeasance or Covenant Defeasance with
respect to any Series of Securities:

     (a) the Company must irrevocably deposit with the Trustee, in trust, for
the benefit of the Holders of that Series of Securities, (i) cash in United
States dollars, (ii) non-callable Government Securities or (iii) a combination
thereof, in such amounts as shall be sufficient, in the opinion of a nationally
recognized firm of independent public accountants to pay the principal of,
premium, if any, and interest on the outstanding Securities of such Series on
the stated maturity or on the applicable redemption date, as the case may be,
and the Company must specify whether the Securities of such Series are being
defeased to maturity or to a particular redemption date;

     (b) in the case of an election under Section 8.02, the Company shall have
delivered to the Trustee an Opinion of Counsel in the United States reasonably
acceptable to the Trustee confirming that (i) the Company has received from, or
there has been published by, the Internal Revenue Service a ruling or (ii) since
the date hereof, there has been a change in the applicable federal income tax
law, in either case to the effect that, and based thereon such Opinion of
Counsel shall confirm that, the Holders of the outstanding Securities of such
Series shall not recognize income, gain or loss for federal income tax purposes
as a result of such Legal Defeasance and shall be subject to federal income tax
on the same amounts, in the same manner and at the same time as would have been
the case if such Legal Defeasance had not occurred;

     (c) in the case of an election under Section 8.03, the Company shall have
delivered to the Trustee an Opinion of Counsel in the United States reasonably
acceptable to the Trustee


                                       34



confirming that the Holders of the outstanding Securities of such Series shall
not recognize income, gain or loss for federal income tax purposes as a result
of such Covenant Defeasance and shall be subject to federal income tax on the
same amounts, in the same manner and at the same times as would have been the
case if such Covenant Defeasance had not occurred;

     (d) no Default or Event of Default with respect to that Series of
Securities shall have occurred and be continuing on the date of such deposit
(other than a Default or Event of Default resulting from the borrowing of funds
to be applied to such deposit) or insofar as Sections 6.01(e) and (f) are
concerned, at any time in the period ending on the 91st day after the date of
deposit (it being understood that this condition shall not be deemed satisfied
until the expiration of such period);

     (e) such Legal Defeasance or Covenant Defeasance shall not result in a
breach or violation of, or constitute a default under any material agreement or
instrument (other than this Indenture) to which the Company is a party or by
which the Company is bound;

     (f) the Company shall have delivered to the Trustee an Opinion of Counsel
to the effect that after the 91st day following the deposit, the trust funds
will not be subject to the effect of any applicable bankruptcy, insolvency,
reorganization or similar laws affecting creditors' rights generally;

     (g) the Company shall have delivered to the Trustee an Officers'
Certificate stating that the deposit was not made by the Company with the intent
of preferring the Holders over the other creditors of the Company with the
intent of defeating, hindering, delaying or defrauding any other creditors of
the Company or others; and

     (h) the Company shall have delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all conditions
precedent provided for relating to the Legal Defeasance or the Covenant
Defeasance have been complied with.

     SECTION 8.05. Deposited Money and Government Securities to be Held in
Trust; Other Miscellaneous Provisions. Subject to Section 8.06, all money and
non-callable Government Securities (including the proceeds thereof) deposited
with the Trustee (or other qualifying trustee, collectively for purposes of this
Section 8.05, the "Trustee") pursuant to Section 8.04 in respect of the
outstanding Securities of that Series shall be held in trust and applied by the
Trustee, in accordance with the provisions of such Securities and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as Paying Agent) as the Trustee may determine, to
the Holders of such Securities of all sums due and to become due thereon in
respect of principal, premium, if any, and interest but such money need not be
segregated from other funds except to the extent required by law.

     The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the cash or non-callable Government
Securities deposited pursuant to Section 8.04 or the principal and interest
received in respect thereof other than any such tax, fee or other charge which
by law is for the account of the Holders of the outstanding Securities of that
Series.


                                       35



     Anything in this Article 8 to the contrary notwithstanding, the Trustee
shall deliver or pay to the Company from time to time upon the written request
of the Company, and be relieved of all liability with respect to, any money or
non-callable Government Securities held by it as provided in Section 8.04 which,
in the opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee (which may
be the opinion delivered under Section 8.04(a)), are in excess of the amount
thereof that would then be required to be deposited to effect an equivalent
Legal Defeasance or Covenant Defeasance.

     SECTION 8.06. Repayment to the Company. 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, premium, if any, and interest on any Security and
remaining unclaimed for one year after such principal, and premium, if any, or
interest, has become due and payable shall be paid to the Company on its written
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
repayment, may at the expense of the Company cause to be published once, in the
New York Times and The Wall Street Journal (national edition), 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 notification or publication, any
unclaimed balance of such money then remaining shall be repaid to the Company.

     SECTION 8.07. Reinstatement. If the Trustee or Paying Agent is unable to
apply any United States dollars or non-callable Government Securities in
accordance with Section 8.02 or 8.03, as the case may be, by reason of any order
or judgment of any court or governmental authority enjoining, restraining or
otherwise prohibiting such application, then the obligations of the Company
under this Indenture, and the Securities shall be revived and reinstated as
though no deposit had occurred pursuant to Section 8.02 or 8.03 until such time
as the Trustee or Paying Agent is permitted to apply all such money in
accordance with Section 8.02 or 8.03, as the case may be; provided, however,
that, if the Company makes any payment of principal of, premium, if any, or
interest on any Security following the reinstatement of its obligations, the
Company shall be subrogated to the rights of the Holders of such Securities to
receive such payment from the money held by the Trustee or Paying Agent.

                                   ARTICLE 9

                        AMENDMENT, SUPPLEMENT AND WAIVER

     SECTION 9.01. Without Consent of Holders. Without the consent of any
Holder, the Company and the Trustee may amend or supplement this Indenture or
the Securities:

     (a) to evidence the succession of another Person to the Company pursuant to
Article 5 and the assumption by such successor of the Company's covenants,
agreements and obligations in this Indenture and in the Securities;


                                       36



     (b) to surrender any right or power conferred upon the Company by this
Indenture, to add to the covenants of the Company such further covenants,
restrictions, conditions or provisions for the protection of the Holders of all
or any Series of Securities as the Board of Directors of the Company shall
consider to be for the protection of the Holders of such Securities, and to make
the occurrence, or the occurrence and continuance, of a default in respect of
any such additional covenants, restrictions, conditions or provisions a Default
or an Event of Default under this Indenture; provided, however, that with
respect to any such additional covenant, restriction, condition or provision,
such amendment may provide for a period of grace after default, which may be
shorter or longer than that allowed in the case of other Defaults, may provide
for an immediate enforcement upon such Default, may limit the remedies available
to the Trustee upon such Default or may limit the right of Holders of a majority
in aggregate principal amount of the Securities of any Series to waive such
default;

     (c) to cure any ambiguity or correct or supplement any provision contained
in this Indenture, in any supplemental indenture or in any Securities that may
be defective or inconsistent with any other provision contained therein;

     (d) to convey, transfer, assign, mortgage or pledge any property to or with
the Trustee, or to make such other provisions in regard to matters or questions
arising under this Indenture as shall not adversely affect the interests of any
Holders of Securities of any Series;

     (e) to modify or amend this Indenture in such a manner as to permit the
qualification of this Indenture or any supplemental indenture hereto under the
TIA as then in effect;

     (f) to add or to change any of the provisions of this Indenture to provide
that Securities in bearer form may be registrable as to principal, to change or
eliminate any restrictions on the payment of principal or premium with respect
to Securities in registered form or of principal, premium or interest with
respect to Securities in bearer form, or to permit Securities in registered form
to be exchanged for Securities in bearer form, so as to not adversely affect the
interests of the Holders or any coupons of any Series in any material respect or
permit or facilitate the issuance of Securities of any Series in uncertificated
form;

     (g) in the case of subordinated Securities, to make any change in the
provisions of this Indenture or any supplemental indenture relating to
subordination that would limit or terminate the benefits available to any holder
of Senior Indebtedness (as defined in the applicable Board Resolution,
supplemental indenture hereto or Officers' Certificate related to such Series of
Subordinated Securities) under such provisions (but only if each such holder of
Senior Indebtedness under such provisions consents to such change);

     (h) to add guarantees with respect to the Securities or to secure the
Securities;

     (i) to make any change that does not adversely affect the rights of any
Holder;

     (j) to add to, change or eliminate any of the provisions of this Indenture
with respect to one or more Series of Securities, so long as any such addition,
change or elimination not otherwise permitted under this Indenture shall (x)
neither apply to any Security of any Series


                                       37


created prior to the execution of such supplemental indenture and entitled to
the benefit of such provision nor modify the rights of the Holders of any such
Security with respect to the benefit of such provision or (y) become effective
only when there is no such Security outstanding;

     (k) to conform the text of this Indenture to any provision of this
description of debt securities or any description of debt securities contained
in the prospectus supplement to the extent that such provision was intended to
be a verbatim recitation of the Indenture;

     (l) to evidence and provide for the acceptance of appointment by a
successor or separate 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 this Indenture
by more than one Trustee; or

     (m) to establish the form or terms of Securities and coupons of any Series
pursuant to Article 2.

     Upon the request of the Company accompanied by a resolution of its Board of
Directors authorizing the execution of any such amended or supplemental
Indenture, and upon receipt by the Trustee of the documents described in Section
9.06, the Trustee shall join with the Company in the execution of any amended or
supplemental Indenture authorized or permitted by the terms of this Indenture
and to make any further appropriate agreements and stipulations that may be
therein contained, but the Trustee shall not be obligated to enter into such
amended or supplemental Indenture that affects its own rights, duties or
immunities under this Indenture or otherwise.

     SECTION 9.02. With Consent of Holders of Securities. The Company and the
Trustee may amend or supplement this Indenture or the Securities of any Series
with the consent of the Holders of at least a majority in principal amount of
the Securities of such Series then outstanding voting as a single class
(including consents obtained in connection with a tender offer or exchange offer
for Securities), and, subject to Sections 6.02, 6.04 and 6.07, any existing
Default or Event of Default (other than a Default or Event of Default in the
payment of the principal of, premium, if any, or interest on the Securities
(except a payment default resulting from an acceleration that has been
rescinded) or compliance with any provision of this Indenture or the Securities
of any Series may be waived with the consent of the Holders of a majority in
principal amount of the then outstanding Securities of such Series voting as a
single class (including consents obtained in connection with or a tender offer
or exchange offer for the Securities).

     Upon the request of the Company accompanied by a resolution of its Board of
Directors authorizing the execution of any such amended or supplemental
indenture, and upon the filing with the Trustee of evidence satisfactory to the
Trustee of the consent of the Holders of Securities as aforesaid, and upon
receipt by the Trustee of the documents described in Section 9.06, the Trustee
shall join with the Company in the execution of such amended or supplemental
Indenture unless such amended or supplemental indenture affects the Trustee's
own rights, duties or immunities under this Indenture or otherwise, in which
case the Trustee may, but shall not be obligated to, enter into such amended or
supplemental indenture.


                                       38



     It shall not be necessary for the consent of the Holders of Securities
under this Section 9.02 to approve the particular form of any proposed amendment
or waiver, but it shall be sufficient if such consent approves the substance
thereof.

     After an amendment, supplement or waiver under this Section 9.02 becomes
effective, the Company shall mail to the Holders of Securities affected thereby
a notice briefly describing the amendment, supplement or waiver. Any failure of
the Company to mail such notice, or any defect therein, shall not, however, in
any way impair or affect the validity of any such amended or supplemental
Indenture or waiver. However, without the consent of the Holders of all of the
affected Securities, an amendment, supplement or waiver may not (with respect to
any Security of any Series held by a non-consenting Holder):

     (a) reduce the principal amount of Securities whose Holders must consent to
an amendment, supplement or waiver;

     (b) reduce the principal amount of or extend the Stated Maturity of any
Security, or alter the provisions with respect to the redemption of the
Securities;

     (c) reduce the rate of or extend the time for payment of interest on any
Securities;

     (d) waive a Default or Event of Default in the payment of principal of or
premium, if any, or interest on the Securities (except a rescission of
acceleration of the Securities by the Holders of at least a majority in
aggregate principal amount of the Securities then outstanding and a waiver of
the payment default that resulted from such acceleration);

     (e) make any Security payable in money other than that stated in the
Securities;

     (f) make any change in Section 6.04 or 6.07;

     (g) waive a redemption payment with respect to any Security; or

     (h) make any change in the foregoing amendment and waiver provisions of
this Article 9.

     SECTION 9.03. Compliance with Trust Indenture Act. Every amendment or
supplement to this Indenture or the Securities shall comply with the TIA as then
in effect.

     SECTION 9.04. Revocation and Effect of Consents and Waivers. A consent to
an amendment or a waiver by a Holder of a Security shall bind the Holder and
every subsequent Holder of that Security or portion of the Security that
evidences the same debt as the consenting Holder's Security, even if notation of
the consent or waiver is not made on the Security. However, any such Holder or
subsequent Holder may revoke the consent or waiver as to such Holder's Security
or portion of the Security if the Trustee receives the notice of revocation
before the date the amendment or waiver becomes effective. After an amendment or
waiver becomes effective, it shall bind every Holder. An amendment or waiver
becomes effective once both (i) the requisite number of consents have been
received by the Company or the Trustee and (ii) such amendment or waiver has
been executed by the Company and the Trustee.


                                       39



     The Company may, but shall not be obligated to, fix a record date for the
purpose of determining the Holders entitled to give their consent or take any
other action described above or required or permitted to be taken pursuant to
this Indenture. If a record date is fixed, then notwithstanding the immediately
preceding paragraph, those Persons who were Holders at such record date (or
their duly designated proxies), and only those Persons, shall be entitled to
give such consent or to revoke any consent previously given or to take any such
action, whether or not such Persons continue to be Holders after such record
date. No such consent shall be valid or effective for more than 120 days after
such record date.

     SECTION 9.05. Notation on or Exchange of Securities. The Trustee may place
an appropriate notation about an amendment, supplement or waiver on any Security
thereafter authenticated. The Company in exchange for all Securities may issue
and the Trustee shall authenticate new Securities that reflect the amendment,
supplement or waiver.

     Failure to make the appropriate notation or issue a new Security shall not
affect the validity and effect of such amendment, supplement or waiver.

     SECTION 9.06. Trustee to Sign Amendments, Etc. The Trustee shall sign any
amended or supplemental Indenture authorized pursuant to this Article 9 if the
amendment or supplement does not adversely affect the rights, duties,
liabilities or immunities of the Trustee. The Company may not sign an amendment
or supplemental Indenture until the Board of Directors approves it. In executing
any amended or supplemental indenture the Trustee shall be entitled to receive
and (subject to Section 7.01) shall be fully protected in relying upon, in
addition to the documents required by Section 10.04, an Officers' Certificate
and an Opinion of Counsel stating that the execution of such amended or
supplemental indenture is authorized or permitted by this Indenture, that it is
not inconsistent herewith, and that it will be valid and binding upon the
Company in accordance with its terms.

                                   ARTICLE 10

                                 NOTE GUARANTEES

     SECTION 10.01. Guarantee

     (a) Subject to this Article 10, the Guarantor hereby unconditionally
guarantees to each Holder of Securities issued by AREP Finance, authenticated
and delivered by the Trustee and to the Trustee and its successors and assigns,
irrespective of the validity and enforceability of this Indenture, the
Securities or the obligations of the Company hereunder or thereunder, that:

          (1) the principal of, premium and liquidated damages, if any, and
     interest on, the Notes will be promptly paid in full when due, whether at
     maturity, by acceleration, redemption or otherwise, and interest on the
     overdue principal of and interest on the Notes, if any, if lawful, and all
     other obligations of the Company to the Holders or the Trustee hereunder or
     thereunder will be promptly paid in full or performed, all in accordance
     with the terms hereof and thereof; and


                                       40



          (2) in case of any extension of time of payment or renewal of any
     Securities or any of such other obligations, that same will be promptly
     paid in full when due or performed in accordance with the terms of the
     extension or renewal, whether at stated maturity, by acceleration or
     otherwise.

     Failing payment when due of any amount so guaranteed or any performance so
guaranteed for whatever reason, the Guarantor will pay the same immediately. The
Guarantor agrees that this is a guarantee of payment and not a guarantee of
collection.

     (b) The Guarantor hereby agrees that its obligations hereunder are
unconditional, irrespective of the validity, regularity or enforceability of the
Securities or this Indenture, the absence of any action to enforce the same, any
waiver or consent by any Holder of the Securities with respect to any provisions
hereof or thereof, the recovery of any judgment against the Company, any action
to enforce the same or any other circumstance which might otherwise constitute a
legal or equitable discharge or defense of a guarantor. The Guarantor hereby
waives diligence, presentment, demand of payment, filing of claims with a court
in the event of insolvency or bankruptcy of the Company, any right to require a
proceeding first against the Company, protest, notice and all demands whatsoever
and covenant that this Guarantee will not be discharged except by complete
performance of the obligations contained in the Securities and this Indenture.

     (c) If any Holder or the Trustee is required by any court or otherwise to
return to the Company, the Guarantor or any custodian, trustee, liquidator or
other similar official acting in relation to either the Company or the
Guarantor, any amount paid by either to the Trustee or such Holder, this
Guarantee, to the extent theretofore discharged, will be reinstated in full
force and effect.

     (d) The Guarantor agrees that it will not be entitled to any right of
subrogation in relation to the Holders in respect of any obligations guaranteed
hereby until payment in full of all obligations guaranteed hereby. The Guarantor
further agrees that, as between the Guarantor, on the one hand, and the Holders
and the Trustee, on the other hand, (1) the maturity of the obligations
guaranteed hereby may be accelerated as provided in Article 6 hereof for the
purposes of this Guarantee, notwithstanding any stay, injunction or other
prohibition preventing such acceleration in respect of the obligations
guaranteed hereby, and (2) in the event of any declaration of acceleration of
such obligations as provided in Article 6 hereof, such obligations (whether or
not due and payable) will forthwith become due and payable by the Guarantor for
the purpose of this Guarantee.

     SECTION 10.02. Limitation on Guarantor Liability.

     The Guarantor, and by its acceptance of Securities, each Holder, hereby
confirms that it is the intention of all such parties that the Guarantee not
constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law,
the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or
any similar federal or state law to the extent applicable to any Guarantee. To
effectuate the foregoing intention, the Trustee, the Holders and the Guarantor
hereby irrevocably agree that the obligations of such Guarantor will be limited
to the maximum


                                       41



amount that will, after giving effect to such maximum amount and all other
contingent and fixed liabilities of the Guarantor that are relevant under such
laws.

     SECTION 10.03. Execution and Delivery of Guarantee.

     To evidence its Guarantee set forth in Section 10.01 hereof, the Guarantor
hereby agrees that a notation of such Note Guarantee will be endorsed by an
Officer of the Guarantor on each Security authenticated and delivered by the
Trustee and that this Indenture will be executed on behalf of the Guarantor by
one of its Officers.

     The Guarantor hereby agrees that its Guarantee set forth in Section 10.01
hereof will remain in full force and effect notwithstanding any failure to
endorse on the Securities a notation of such Guarantee.

     If an Officer whose signature is on this Indenture or on the Guarantee no
longer holds that office at the time the Trustee authenticates the Securities on
which a Guarantee is endorsed, the Guarantee will be valid nevertheless.

     The delivery of any Securities by the Trustee, after the authentication
thereof hereunder, will constitute due delivery of the Guarantee set forth in
this Indenture on behalf of the Guarantor.

                                   ARTICLE 11

                                  MISCELLANEOUS

     SECTION 11.01. Trust Indenture Act Controls. If any provision of this
Indenture limits, qualifies or conflicts with the duties imposed by TIA Section
318(c), the imposed duties shall control.

     SECTION 11.02. Notices. Any notice or communication by the Company, any
Guarantor or the Trustee shall be in writing and delivered in person or mailed
by first class mail (registered or certified, return receipt requested) or by
overnight air courier guaranteeing next day delivery, as follows:

     If to the Company:

          AREP
          American Real Estate Finance Corp.
          100 South Bedford Road
          Mount Kisco, New York  10549
          Telecopy: (914) 242-9282
          Attention: Felicia Buebel, Esq.

     With a copy to:


                                       42



          DLA Piper Rudnick Gray Cary US LLP
          1251 Avenue of the Americas
          New York, New York  10020
          Telecopy: (212) 835-6001
          Attention: Steven L. Wasserman, Esq.

     If to the Trustee:

          Wilmington Trust Company Rodney Square North
          1100 North Market Street
          Wilmington, Delaware 19890
          Telecopier No.: (302) 636-4140
          Attention: Michael G. Oller

     With a copy to:

          Telecopier No.: ____________
          Attention: _________________

     The Company or the Trustee, by notice to the other may designate additional
or different addresses for subsequent notices or communications.

     Any notice or communication to a Holder shall be mailed to its address
shown on the register kept by the Registrar and shall be sufficiently given if
so mailed within the time prescribed.

     Failure to mail a notice or communication to a Holder or any defect in it
shall not affect its sufficiency with respect to other Holders. If a notice or
communication is mailed in the manner provided above within the time prescribed,
it is duly given, whether or not the addressee receives it.

     If the Company mails a notice or communication to Holders, it shall mail a
copy to the Trustee and each Agent at the same time.

     SECTION 11.03. Communication by Holders of Securities with Other Holders of
Securities. Holders may communicate pursuant to TIA Section 312(b) with other
Holders with respect to their rights under this Indenture or the Securities. The
Company, the Trustee, the Registrar and anyone else shall have the protection of
TIA Section 312(c).


                                       43



     SECTION 11.04. Certificate and Opinion as to Conditions Precedent. Upon any
request or application by the Company to the Trustee to take any action under
this Indenture, the Company shall furnish, at the request of the Trustee, to the
Trustee:

     (a) an Officers' Certificate in form and substance reasonably satisfactory
to the Trustee stating that, in the opinion of the signers, all conditions
precedent and covenants, if any, provided for in this Indenture relating to the
proposed action have been satisfied; and

     (b) an Opinion of Counsel in form and substance reasonably satisfactory to
the Trustee stating that, in the opinion of such counsel, all such conditions
precedent and covenants have been satisfied.

     SECTION 11.05. Statements Required in Certificate or Opinion. Each
certificate or opinion with respect to compliance with a condition or covenant
provided for in this Indenture shall include:

     (a) statement that the Person making such certificate or opinion has read
such covenant or condition;

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

     (c) a statement that, in the opinion of such person, he or she 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
satisfied; and

     (d) a statement as to whether or not, in the opinion of such person, such
condition or covenant has been satisfied.

     SECTION 11.06. Rules by Trustee, Paying Agent and Registrar. The Trustee
may make reasonable rules for action by or at a meeting of Holders. The
Registrar or Paying Agent may make reasonable rules and set reasonable
requirements for its functions.

     SECTION 11.07. No Personal Liability of Directors, Officers, Employees and
Stockholders. No director, officer, employee, incorporator or stockholder of the
Company as such shall have any liability for any obligations of the Company
under the Securities or this Indenture or for any claim based on, in respect of,
or by reason of, such obligations or their creation. Each Holder of Securities
by accepting a Security waives and releases all such liability. The waiver and
release are part of the consideration for issuance of the Securities.

     SECTION 11.08. GOVERNING LAW. THE INTERNAL LAW OF THE STATE OF NEW YORK
SHALL GOVERN AND BE USED TO CONSTRUE THIS INDENTURE AND THE SECURITIES WITHOUT
GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT
THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.


                                       44



     SECTION 11.09. No Adverse Interpretation of Other Agreements. This
Indenture may not be used to interpret any other indenture, loan or debt
agreement of the Company or its Subsidiaries or of any other Person. Any such
indenture, loan or debt agreement may not be used to interpret this Indenture.

     SECTION 11.10. Successors. All agreements of the Company in this Indenture
and the Securities shall bind its successors. All agreements of the Trustee in
this Indenture shall bind its successors.

     SECTION 11.11. Severability. In case any provision in this Indenture or in
the Securities shall 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 11.12. Counterpart Originals. The parties may sign any number of
copies of this Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement.

     SECTION 11.13. Table of Contents, Headings, Etc. The Table of Contents,
Cross-Reference Table and Headings of the Articles and Sections of this
Indenture have been inserted for convenience of reference only, are not to be
considered a part of this Indenture and shall in no way modify or restrict any
of the terms or provisions hereof.

                         [Signatures on following page]


                                       45



                                        SIGNATURES

Dated as of
            -------------------------

                                        AMERICAN REAL ESTATE PARTNERS, L.P.

                                        By: American Property Investors, Inc.,
                                            its general partner


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


                                        AMERICAN REAL ESTATE FINANCE CORP.


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


                                        WILMINGTON TRUST COMPANY


                                        By:
                                            ------------------------------------
                                        Name: Michael G. Oller, Jr.
                                        Title: Senior Financial Services Officer


                                       46

                                                                     EXHIBIT 4.8

                       AMERICAN REAL ESTATE PARTNERS, L.P.
                       AMERICAN REAL ESTATE FINANCE CORP.

                                     Issuers

                                       And

                            WILMINGTON TRUST COMPANY

                                     Trustee

                                   ----------

                                    INDENTURE

                          Dated as of _________, ______

                          Subordinated Debt Securities



                             CROSS-REFERENCE TABLE*



TRUST INDENTURE                                                    INDENTURE
ACT SECTION                                                         SECTION
- ---------------                                                -----------------
                                                            
310(a)(1)...................................................   7.10
    (a)(2)..................................................   7.10
    (a)(3)..................................................   N.A.
    (a)(4)..................................................   N.A.
    (a)(5)..................................................   7.10
    (b).....................................................   7.03; 7.10
    (c).....................................................   N.A.
311(a)......................................................   7.11
    (b).....................................................   7.11
    (c).....................................................   N.A.
312(a)......................................................   2.06
    (b).....................................................   11.03
    (c).....................................................   11.03
313(a)......................................................   7.06
    (b)(1)..................................................   N.A
    (b)(2)..................................................   7.06; 7.07
    (c).....................................................   7.06; 12.02
    (d).....................................................   7.06
314(a)......................................................   4.02; 4.03; 12.02
    (b).....................................................   N.A.
    (c)(1)..................................................   12.04
    (c)(2)..................................................   12.04
    (c)(3)..................................................   N.A.
    (d).....................................................   N.A.
    (e).....................................................   12.06
    (f).....................................................   N.A.
315(a)......................................................   7.01
    (b).....................................................   7.05; 12.03
    (c).....................................................   7.01
    (d).....................................................   7.01
    (e).....................................................   6.11
316(a)(last sentence).......................................   2.10
    (a)(1)(A)...............................................   6.05
    (a)(1)(B)...............................................   6.04
    (a)(2)..................................................   N.A.
    (b).....................................................   6.07
    (c).....................................................   2.13
317(a)(1)...................................................   6.08



                                        i




                                                            
    (a)(2)..................................................   6.09
    (b).....................................................   2.05
318(a)......................................................   12.01
    (b).....................................................   N.A.
    (c).....................................................   12.01


N.A. means not applicable.

*    This Cross-Reference Table is not part of the Indenture.


                                       ii



                                TABLE OF CONTENTS



                                                                        Page No.
                                                                        --------
                                                                     
ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE.................       1
   SECTION 1.01.  Definitions........................................       1
   SECTION 1.02.  Other Definitions..................................       5
   SECTION 1.03.  Incorporation by Reference of Trust Indenture Act..       5
   SECTION 1.04.  Rules of Construction..............................       6

ARTICLE 2 THE SECURITIES.............................................       6
   SECTION 2.01.  Issuable in Series.................................       6
   SECTION 2.02.  Establishment of Terms of Series of Securities.....       7
   SECTION 2.03.  Execution and Authentication.......................       9
   SECTION 2.04.  Registrar and Paying Agent.........................      10
   SECTION 2.05.  Paying Agent to Hold Money in Trust................      11
   SECTION 2.06.  Holders Lists......................................      11
   SECTION 2.07.  Transfer and Exchange..............................      11
   SECTION 2.08.  Mutilated, Destroyed, Lost and Stolen Securities...      12
   SECTION 2.09.  Outstanding Securities.............................      13
   SECTION 2.10.  Treasury Securities................................      13
   SECTION 2.11.  Temporary Securities...............................      13
   SECTION 2.12.  Cancellation.......................................      13
   SECTION 2.13.  Defaulted Interest.................................      14
   SECTION 2.14.  Global Securities..................................      14
   SECTION 2.15.  CUSIP Numbers......................................      17

ARTICLE 3 REDEMPTION AND PREPAYMENT..................................      17
   SECTION 3.01.  Notices to Trustee.................................      17
   SECTION 3.02.  Selection of Securities to be Redeemed.............      17
   SECTION 3.03.  Notice of Redemption...............................      18
   SECTION 3.04.  Effect of Notice of Redemption.....................      19
   SECTION 3.05.  Deposit of Redemption Price........................      19
   SECTION 3.06.  Securities Redeemed in Part........................      19

ARTICLE 4 COVENANTS..................................................      19
   SECTION 4.01.  Payment of Securities..............................      19
   SECTION 4.02.  Reports............................................      20
   SECTION 4.03.  Compliance Certificate.............................      20
   SECTION 4.04.  Corporate Existence................................      20
   SECTION 4.05.  Calculation of Original Issue Discount.............      21

ARTICLE 5 SUCCESSORS.................................................      21
   SECTION 5.01.  Merger, Consolidation or Sale of Assets............      21

ARTICLE 6 DEFAULTS AND REMEDIES......................................      22
   SECTION 6.01.  Events of Default..................................      22
   SECTION 6.02.  Acceleration.......................................      23
   SECTION 6.03.  Other Remedies.....................................      24
   SECTION 6.04.  Waiver of Past Defaults............................      24
   SECTION 6.05.  Control By Majority................................      24



                                       iii



                            TABLE OF CONTENTS CONT'D



                                                                        Page No.
                                                                        --------
                                                                     
   SECTION 6.06.  Limitation on Suits................................      25
   SECTION 6.07.  Rights of Holders to Receive Payment...............      25
   SECTION 6.08.  Collection Suit by Trustee.........................      25
   SECTION 6.09.  Trustee May File Proofs of Claim...................      26
   SECTION 6.10.  Priorities.........................................      26
   SECTION 6.11.  Undertaking For Costs..............................      26

ARTICLE 7 TRUSTEE....................................................      27
   SECTION 7.01.  Duties of Trustee..................................      27
   SECTION 7.02.  Rights of Trustee..................................      28
   SECTION 7.03.  Individual Rights of Trustee.......................      29
   SECTION 7.04.  Trustee's Disclaimer...............................      29
   SECTION 7.05.  Notice of Defaults.................................      29
   SECTION 7.06.  Reports By Trustee to Holders......................      29
   SECTION 7.07.  Compensation and Indemnity.........................      30
   SECTION 7.08.  Replacement of Trustee.............................      30
   SECTION 7.09.  Successor Trustee by Merger, Etc...................      31
   SECTION 7.10.  Eligibility; Disqualification......................      32
   SECTION 7.11.  Preferential Collection of Claims Against the
                  Company............................................      32

ARTICLE 8 DISCHARGE; LEGAL DEFEASANCE AND COVENANT DEFEASANCE........      32
   SECTION 8.01.  Discharge; Option to Effect Legal Defeasance or
                  Covenant  Defeasance...............................      32
   SECTION 8.02.  Legal Defeasance and Discharge.....................      33
   SECTION 8.03.  Covenant Defeasance................................      33
   SECTION 8.04.  Conditions to Legal or Covenant Defeasance.........      34
   SECTION 8.05.  Deposited Money and Government Securities to be
                  Held in Trust; Other Miscellaneous Provisions......      35
   SECTION 8.06.  Repayment to the Company...........................      35
   SECTION 8.07.  Reinstatement......................................      36

ARTICLE 9 AMENDMENT, SUPPLEMENT AND WAIVER...........................      36
   SECTION 9.01.  Without Consent of Holders.........................      36
   SECTION 9.02.  With Consent of Holders of Securities..............      38
   SECTION 9.03.  Compliance with Trust Indenture Act................      39
   SECTION 9.04.  Revocation and Effect of Consents and Waivers......      39
   SECTION 9.05.  Notation on or Exchange of Securities..............      40
   SECTION 9.06.  Trustee to Sign Amendments, Etc....................      40

ARTICLE 10 SUBORDINATION.............................................      40
   SECTION 10.01. Securities Subordinated to Senior Indebtedness.....      40
   SECTION 10.02. Effectuation of Subordination by Trustee...........      43
   SECTION 10.03. Knowledge of Trustee...............................      43
   SECTION 10.04. Trustee's Relation to Senior Indebtedness..........      44



                                       iv



                            TABLE OF CONTENTS CONT'D



                                                                        Page No.
                                                                        --------
                                                                     
   SECTION 10.05. Rights of Holders of Senior Indebtedness Not
                  Impaired...........................................      44

ARTICLE 11 NOTE GUARANTEES...........................................      44
   SECTION 11.01. Guarantee..........................................      44
   SECTION 11.02. Limitation on Guarantor Liability..................      45
   SECTION 11.03. Execution and Delivery of Guarantee................      46

ARTICLE 12 MISCELLANEOUS.............................................      46
   SECTION 12.01. Trust Indenture Act Controls.......................      46
   SECTION 12.02. Notices............................................      46
   SECTION 12.03. Communication by Holders of Securities with Other
                  Holders of Securities..............................      47
   SECTION 12.04. Certificate and Opinion as to Conditions
                  Precedent..........................................      47
   SECTION 12.05. Statements Required in Certificate or Opinion......      47
   SECTION 12.06. Rules by Trustee, Paying Agent and Registrar.......      48
   SECTION 12.07. No Personal Liability of Directors, Officers,
                  Employees and Stockholders.........................      48
   SECTION 12.08. GOVERNING LAW......................................      48
   SECTION 12.09. No Adverse Interpretation of Other Agreements......      48
   SECTION 12.10. Successors.........................................      48
   SECTION 12.11. Severability.......................................      48
   SECTION 12.12. Counterpart Originals..............................      48
   SECTION 12.13. Table of Contents, Headings, Etc...................      49



                                        v


     INDENTURE dated as of [__________], [_____] between American Real Estate
Partners, L.P. a Delaware limited partnership ("AREP"), American Real Estate
Finance Corp., a Delaware corporation ("AREP Finance" and together with AREP,
the "Company"), and Wilmington Trust Company, as trustee (the "Trustee").

     The Company and the Trustee agree as follows for the benefit of each other
and for the equal and ratable benefit of the Holders of the Securities issued
under this Indenture (the "Securities"):

                                    ARTICLE 1

                   DEFINITIONS AND INCORPORATION BY REFERENCE

     SECTION 1.01. Definitions.

     "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 purposes of this definition, "control"
(including, with correlative meanings, the terms "controlling," "controlled by"
and "under common control with"), as used with respect to any Person, shall mean
the possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of such Person, whether through the
ownership of voting securities, by agreement or otherwise.

     "Agent" means any Registrar, Paying Agent or co-registrar.

     "AREP" means American Real Estate Partners, L.P. (and not any of its
subsidiaries).

     "AREP Finance" means American Real Estate Finance Corp.

     "Bankruptcy Law" means Title 11 of the United States Code, as amended, or
any similar federal, state or foreign law for the relief of debtors.

     "Board of Directors" means, with respect to any Person, the board of
directors or comparable governing body of such Person.

     "Board Resolution" means a copy of a resolution certified by the Secretary
or an Assistant Secretary of the Company to have been adopted by the Board of
Directors or pursuant to authorization by the Board of Directors and to be in
full force and effect on the date of the certificate and delivered to the
Trustee.

     "Business Day" means any day other than a Legal Holiday.

     "Capital Stock" of any Person means any and all shares, interests, rights
to purchase, warrants, options, participations or other equivalents of or
interests in (however designated) equity of such Person, including any preferred
stock, but excluding any debt securities convertible into such equity.



     "Clearstream" means Clearstream Banking, Societe Anonyme, Luxembourg.

     "Commission" or "SEC" means the Securities and Exchange Commission.

     "Company" means, collectively AREP and AREP Finance, and any and all
successors thereto.

     "Company Order" means a written order signed in the name of the Company by
two Officers, one of whom must be the Company's principal executive officer,
principal financial officer or principal accounting officer.

     "Control" means the possession, directly or indirectly, of the power to
direct or cause the direction of management and policies of a Person, whether
through the ownership of Voting Stock, by agreement or otherwise.

     "Corporate Trust Office of the Trustee" shall be at the address of the
Trustee specified in Section 10.02 or such other address as to which the Trustee
may give notice to the Company.

     "Custodian" means the Trustee, as custodian with respect to the Securities
in global form, or any successor entity thereto.

     "Default" means any event that is, or with the passage of time or the
giving of notice or both would be, an Event of Default.

     "Definitive Security" means a certificated Security registered in the name
of the Holder thereof and issued in accordance with Section 2.07.

     "Depositary" means, with respect to the Securities issuable or issued in
whole or in part in global form, the Person specified in Section 2.14 as the
Depositary with respect to the Securities, and any and all successors thereto
appointed as depositary hereunder and having become such pursuant to the
applicable provision of this Indenture.

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

     "Exchange Act" means the Securities Exchange Act of 1934, as amended.

     "Foreign Currency" means any currency or currency unit issued by a
government other than the government of The United States of America.

     "GAAP" means generally accepted accounting principles set forth in the
opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board, the Commission or in such other
statements by such other entity as may be approved by a significant segment of
the accounting profession of the United States, which are in effect from time to
time; provided, however, that all reports and other financial information
provided by the


                                        2



Company to the Holders of the Securities, the Trustee and/or the Commission
shall be prepared in accordance with GAAP, as in effect on the date of such
report or other financial information.

     "Global Security" when used with respect to any Series of Securities issued
hereunder, means a Security which is executed by the Company and authenticated
and delivered by the Trustee to the Depositary or pursuant to the Depositary's
instruction, all in accordance with this Indenture and an indenture supplemental
hereto, if any, or Board Resolution and pursuant to a Company Order, which shall
be registered in the name of the Depositary or its nominee and which shall
represent, and shall be denominated in an amount equal to the aggregate
principal amount of, all the outstanding Securities of such Series or any
portion thereof, in either case having the same terms, including, without
limitation, the same original issue date, date or dates on which principal and
interest are due, and interest rate or method of determining interest and which
shall bear the legend as prescribed by Section 2.14(c).

     "Global Security Legend" means the legend set forth in Section 2.14.(c),
which is required to be placed on all Global Securities issued under this
Indenture.

     "Government Securities" means direct obligations of, or obligations
guaranteed by, the United States of America for the payment of which guarantee
or obligations the full faith and credit of the United States is pledged.

     "Holder" means a Person in whose name a Security is registered on the
Registrar's books.

     "Indebtedness" has the meaning specified in the applicable Board
Resolution, supplemental indenture or Officers' Certificate relating to a
particular Series of Securities.

     "Indenture" means this Indenture, as amended or supplemented from time to
time.

     "Interest Payment Date" when used with respect to any Series of Securities,
means the date specified in such Securities for the payment of any installment
of interest on those Securities.

     "Legal Holiday" means a Saturday, a Sunday or a day on which banking
institutions in the City of New York or at a place of payment are authorized by
law, regulation or executive order to remain closed. If a payment date is a
Legal Holiday at a place of payment, payment may be made at that place on the
next succeeding day that is not a Legal Holiday, and no interest shall accrue on
such payment for the intervening period.

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

     "Offering" means the offering of the Securities by the Company.


                                        3



     "Officer" means, with respect to any Person, the Chairman of the Board, the
Chief Executive Officer, the President, the Chief Operating Officer, the Chief
Financial Officer, the Treasurer, any Assistant Treasurer, the Controller, the
Secretary or any Vice-President of such Person.

     "Officers' Certificate" means a certificate signed on behalf of the Company
by two Officers of the Company, one of whom must be the principal executive
officer, the principal financial officer or the principal accounting officer of
the Company, delivered to the Trustee that meets the requirements of Section
11.05.

     "Opinion of Counsel" means a written opinion from legal counsel that meets
the requirements of Section 11.05. The counsel may be an employee of or counsel
to the Company, any Subsidiary of the Company or the Trustee.

     "Original Issue Discount Security" means any Security that provides for an
amount less than the stated principal amount thereof to be due and payable upon
declaration of acceleration of the maturity thereof pursuant to Section 6.02.

     "Participant" means, with respect to the Depositary, Euroclear or
Clearstream, a Person who has an account with the Depositary, Euroclear or
Clearstream, respectively (and, with respect to the Depositary Trust Company,
shall include Euroclear and Clearstream).

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

     "Responsible Officer," when used with respect to the Trustee, means any
officer within the Corporate Trust Administration of the Trustee (or any
successor group of the Trustee) or any other officer of the Trustee customarily
performing functions similar to those performed by any of the above designated
officers and also means, with respect to a particular corporate trust matter,
any other officer to whom such matter is referred because of his knowledge of
and familiarity with the particular subject.

     "Securities" has the meaning assigned to it in the preamble to this
Indenture.

     "Securities Act" means the Securities Act of 1933, as amended.

     "Senior Indebtedness" means all of the Indebtedness of, or indebtedness
guaranteed by, the Company for borrowed money (including the principal of,
premium, if any, and interest on any such borrowed money and any commitment fees
for unborrowed amounts which, if borrowed, would constitute Senior
Indebtedness), whether currently outstanding or hereafter incurred, unless,
under the instrument evidencing the same or under which the same is outstanding,
it is expressly provided that such indebtedness is subordinate to other
indebtedness and obligations of the Company.

     "Series" or "Series of Securities" means each series of debentures, notes
or other debt instruments of the Company created pursuant to Sections 2.01 and
2.02.


                                        4



     "Significant Subsidiary" means any Subsidiary which would be a "significant
subsidiary" as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated
pursuant to the Securities Act of 1933, as amended.

     "Stated Maturity" when used with respect to any Security, means the date
specified in such Security as the fixed date on which an amount equal to the
principal amount of such Security is due and payable.

     "Subsidiary" of any Person means any corporation, association, partnership
or other business entity of which more than 50% of the total voting power of
shares of Capital Stock or other interests (including partnership interests)
entitled (without regard to the occurrence of any contingency) to vote in the
election of directors, managers or trustees thereof is at the time owned or
controlled, directly or indirectly, by (i) such Person, (ii) such Person and one
or more Subsidiaries of such Person or (iii) one or more Subsidiaries of such
Person.

     "TIA" means the Trust Indenture Act of 1939 (15 U.S.C. Sections
77aaa-77bbbb) as in effect on the date on which this Indenture is qualified
under the TIA.

     "Trustee" means the party named as such above until a successor replaces it
in accordance with the applicable provisions of this Indenture and thereafter
means the successor serving hereunder.

     "Wholly Owned Subsidiary" of a Person means a subsidiary of such person all
of the outstanding Capital Stock or other ownership interests of which (other
than directors' qualifying shares) shall at the time be owned by such Person or
by one or more Wholly Owned Subsidiaries of such Person or by such Person and
one or more Wholly Owned Subsidiaries of such Person.

     SECTION 1.02. Other Definitions.



                                                                      Defined in
Term                                                                    Section
- ----                                                                  ----------
                                                                   
"Covenant Defeasance"..............................................      8.03
"Event of Default".................................................      6.01
"Legal Defeasance".................................................      8.02
"notice of acceleration"...........................................      6.02
"Paying Agent".....................................................      2.04
"Registrar"........................................................      2.04
"Service Agent"....................................................      2.04
"Transfer".........................................................      5.01


     SECTION 1.03. Incorporation by Reference of Trust Indenture Act.

     Whenever this Indenture refers to a provision of the TIA, the provision is
incorporated by reference in and made a part of this Indenture.

     The following TIA terms used in this Indenture have the following meanings:


                                        5



     "Indenture Securities" means the Securities;

     "Indenture Security Holder" means a Holder of a Security;

     "Indenture to be Qualified" means this Indenture;

     "Indenture Trustee" or "Institutional Trustee" means the Trustee; and

     "Obligor" on the Securities means the Company and any successor obligor
upon the Securities.

     All other terms used in this Indenture that are defined by the TIA, defined
by TIA reference to another statute or defined by SEC rule under the TIA have
the meanings so assigned to them.

     SECTION 1.04. Rules of Construction.

     Unless the context otherwise requires:

     (a) a term has the meaning assigned to it;

     (b) an accounting term not otherwise defined has the meaning assigned to it
in accordance with GAAP;

     (c) "or" is not exclusive;

     (d) words in the singular include the plural, and in the plural include the
singular;

     (e) provisions apply to successive events and transactions; and

     (f) references to sections of or rules under the Securities Act shall be
deemed to include substitute, replacement of successor sections or rules adopted
by the Commission from time to time.

                                    ARTICLE 2

                                 THE SECURITIES

     SECTION 2.01. Issuable in Series. The aggregate principal amount of
Securities that may be authenticated and delivered under this Indenture is
unlimited. The Securities may be issued in one or more Series. All Securities of
a Series shall be identical except as may be set forth in a Board Resolution, a
supplemental indenture or an Officers' Certificate detailing the adoption of the
terms thereof pursuant to the authority granted under a Board Resolution. In the
case of Securities of a Series to be issued from time to time, the Board
Resolution, Officers' Certificate or supplemental indenture may provide for the
method by which specified terms (such as interest rate, maturity date, record
date or date from which interest shall accrue) are to be determined. Securities
may differ between Series in respect of any matters.


                                        6



     SECTION 2.02. Establishment of Terms of Series of Securities. At or prior
to the issuance of any Securities within a Series, the following shall be
established (as to the Series generally, in the case of Subsection 2.02(a) and
either as to such Securities within the Series or as to the Series generally in
the case of Subsections 2.02(b) through 2.02(y)) by a Board Resolution, a
supplemental indenture or an Officers' Certificate pursuant to authority granted
under a Board Resolution:

     (a) the title of the Securities of the Series (which shall distinguish the
Securities of that particular Series from the Securities of any other Series);

     (b) any limit upon the aggregate principal amount of the Securities of the
Series that may be authenticated and delivered under this Indenture (except for
Securities authenticated and delivered upon registration of transfer of, or in
exchange for, or in lieu of, other Securities of the Series);

     (c) the date or dates on which the principal and premium, if any, of the
Securities of the Series are payable;

     (d) the rate or rates (which may be fixed or variable) at which the
Securities of the Series shall bear interest, if any, or the method of
determining such rate or rates, the date or dates from which such interest, if
any, shall accrue, the Interest Payment Dates on which such interest, if any,
shall be payable or the method by which the Interest Payment Dates will be
determined, the record dates for the determination of Holders thereof to whom
interest is payable (in the case of Securities in registered form), and the
basis upon which such interest will be calculated if other than that of a
360-day year of twelve 30-day months;

     (e) the currency or currencies, including composite currencies, in which
Securities of the Series shall be denominated, if other than Dollars, the place
or places, if any, in addition to or instead of the Corporate Trust Office of
the Trustee (in the case of Securities in registered form) or the principal New
York office of the Trustee (in the case of Securities in bearer form), where the
principal, premium, if any, and interest with respect to Securities of such
Series shall be payable or the method of such payment, if by wire transfer, mail
or other means;

     (f) the price or prices at which, the period or periods within which, and
the terms and conditions upon which, Securities of the Series may be redeemed,
in whole or in part, at the option of the Company or otherwise;

     (g) whether Securities of the Series are to be issued in registered form or
bearer form or both and, if Securities are to be issued in bearer form, whether
coupons will be attached to them, whether Securities of the Series in bearer
form may be exchanged for Securities of the Series in registered form, and the
circumstances under which and the places at which any such exchanges, if
permitted, may be made;

     (h) if any Securities of the Series are to be issued in bearer form or as
one or more Global Securities representing individual Securities of the Series
in bearer form, whether certain provisions for the payment of additional
interest or tax redemptions shall apply; whether interest


                                        7



with respect to any portion of a temporary Security of the Series in bearer form
payable with respect to any Interest Payment Date prior to the exchange of such
temporary Security in bearer form for definitive Securities of the Series in
bearer form shall be paid to any clearing organization with respect to the
portion of such temporary Security in bearer form held for its account and, in
such event, the terms and conditions (including any certification requirements)
upon which any such interest payment received by a clearing organization will be
credited to the Person entitled to interest payable on such Interest Payment
Date; and the terms upon which a temporary Security in bearer form may be
exchanged for one or more definitive Securities of the Series in bearer form;

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

     (j) the terms, if any, upon which the Securities of the Series may be
convertible into or exchanged for any of the Company's common stock, preferred
stock, other securities or warrants to purchase the Company's common stock,
preferred stock or other securities and the terms and conditions upon which such
conversion or exchange shall be effected, including the initial conversion or
exchange price or rate, the conversion or exchange period and any other
additional provisions;

     (k) if other than denominations of one thousand U.S. dollars ($1,000) or
any integral multiple thereof, the denominations in which the Securities of the
Series shall be issuable;

     (l) if the amount of principal, premium, if any, or interest with respect
to the Securities of the Series may be determined with reference to an index or
pursuant to a formula, the manner in which such amounts will be determined;

     (m) if the principal amount payable at the Stated Maturity of Securities of
the Series will not be determinable as of any one or more dates prior to such
Stated Maturity, the amount that will be deemed to be such principal amount as
of any such date for any purpose, including the principal amount thereof which
will be due and payable upon any Maturity other than the Stated Maturity and
which will be deemed to be outstanding as of any such date (or, in any such
case, the manner in which such deemed principal amount is to be determined),
and, if necessary, the manner of determining the equivalent thereof in Dollars;

     (n) the applicability of, if any, and any changes or additions to Article
8;

     (o) if other than the principal amount thereof, the portion of the
principal amount of the Securities of the Series that shall be payable upon
declaration of acceleration of the maturity thereof pursuant to Section 6.02;

     (p) the terms, if any, of the transfer, mortgage, pledge or assignment as
security for the Securities of the Series of any properties, assets, moneys,
proceeds, securities or other


                                        8



collateral, including whether certain provisions of the TIA are applicable and
any corresponding changes to provisions of this Indenture as then in effect;

     (q) any addition to or change in the Events of Default which applies to any
Securities of the Series and any change in the right of the Trustee or the
requisite Holders of such Series of Securities to declare the principal,
premium, if any, and interest on such Series of Securities due and payable
pursuant to Section 6.02;

     (r) if the Securities of the Series shall be issued in whole or in part in
the form of a Global Security, the terms and conditions, if any, upon which such
Global Security may be exchanged in whole or in part for other individual
Definitive Securities of such Series, the Depositary for such Global Security
and the form of any legend or legends to be borne by any such Global Security in
addition to or in lieu of the Global Securities Legend;

     (s) any Trustee, authenticating agent, Paying Agent, transfer agent,
Service Agent or Registrar;

     (t) the applicability of, and any addition to or change in, the covenants
(and the related definitions) set forth in Articles 4 or 5 which applies to the
Securities of the Series;

     (u) any additional or different subordination terms, if any, applicable to
the Securities of the Series;

     (v) with regard to Securities of the Series that do not bear interest, the
dates for certain required reports to the Trustee;

     (w) any United Stated Federal income tax consequences applicable to the
Securities;

     (x) the terms applicable to Original Issue Discount Securities, including
the rate or rates at which original issue discount will accrue; and

     (y) any other terms of Securities of the Series (which terms shall not be
inconsistent with the provisions of this Indenture, except as permitted by
Section 9.01, but which may modify or delete any provision of this Indenture
insofar as it applies to such Series).

     All Securities of any one Series need not be issued at the same time and
may be issued from time to time, consistent with the terms of this Indenture, if
so provided by or pursuant to the Board Resolution, supplemental indenture or
Officers' Certificate referred to above, and the authorized principal amount of
any Series may not be increased to provide for issuances of additional
Securities of such Series, unless otherwise provided in such Board Resolution,
supplemental indenture or Officers' Certificate.

     SECTION 2.03. Execution and Authentication. One Officer shall sign the
Securities for the Company by manual or facsimile signature. If an Officer whose
signature is on a Security no longer holds that office at the time the Security
is authenticated, the Security shall nevertheless be valid. A Security shall not
be valid until authenticated by the manual signature


                                        9



of the Trustee or an authenticating agent. The signature shall be conclusive
evidence that the Security has been authenticated under this Indenture.

     The Trustee shall at any time, and from time to time, authenticate
Securities for original issue in the principal amount provided in the Board
Resolution, supplemental indenture or Officers' Certificate, upon receipt by the
Trustee of a Company Order. Such Company Order may authorize authentication and
delivery pursuant to oral or electronic instructions from the Company or its
duly authorized agent or agents, which oral instructions shall be promptly
confirmed in writing. Each Security shall be dated the date of its
authentication unless otherwise provided by a Board Resolution, supplemental
indenture or Officers' Certificate.

     The aggregate principal amount of Securities of any Series outstanding at
any time may not exceed any limit upon the maximum principal amount for such
Series set forth in the Board Resolution, supplemental indenture or Officers'
Certificate delivered pursuant to Section 2.02, except as provided in Section
2.08.

     Prior to the issuance of Securities of any Series, the Trustee shall have
received and (subject to Section 7.02) shall be fully protected in relying on:
(a) the Board Resolution, supplemental indenture or Officers' Certificate
establishing the form of the Securities of that Series or of Securities within
that Series and the terms of the Securities of that Series or Securities within
that Series; (b) an Officers' Certificate complying with Section 11.05; and (c)
an Opinion of Counsel complying with Section 11.05.

     The Trustee shall have the right to decline to authenticate and deliver any
Securities of such Series: (a) if the Trustee, being advised by counsel,
determines that such action may not lawfully be taken; or (b) if the Trustee in
good faith by its board of directors or trustees, executive committee or a trust
committee of directors and/or vice-presidents shall determine that such action
would expose the Trustee to personal liability to Holders of any then
outstanding Series of Securities.

     The Trustee may appoint an authenticating agent acceptable to the Company
to authenticate Securities. An authenticating agent may authenticate Securities
whenever the Trustee may do so. Each reference in this Indenture to
authentication by the Trustee includes authentication by such agent. An
authenticating agent has the same rights as an Agent to deal with the Company or
an Affiliate.

     SECTION 2.04. Registrar and Paying Agent. The Company shall maintain, with
respect to each Series of Securities, at the place or places specified with
respect to such Series pursuant to Section 2.02, an office or agency where
Securities of such Series may be presented or surrendered for payment ("Paying
Agent"), where Securities of such Series may be presented for registration of
transfer or for exchange ("Registrar") and where notices and demands to or upon
the Company in respect of the Securities of such Series and this Indenture may
be served ("Service Agent"). The Registrar shall keep a register with respect to
each Series of Securities and to their transfer and exchange. The Company will
give prompt written notice to the Trustee of the name and address, and any
change in the name and address, of each Registrar, Paying Agent or Service
Agent. If at any time the Company shall fail to maintain any such required


                                       10



Registrar, Paying Agent or Service Agent or shall fail to furnish the Trustee
with the name and address thereof, such presentations, surrenders, notices and
demands may be made or served at the Corporate Trust Office of the Trustee, and
the Company hereby appoints the Trustee as its agent to receive all such
presentations, surrenders, notices and demands.

     The Company may also from time to time designate one or more co-registrars,
additional paying agents or additional services agents and may from time to time
rescind such designations; provided, however, that no such designation or
rescission shall in any manner relieve the Company of its obligations to
maintain a Registrar, Paying Agent and Service Agent in each place so specified
pursuant to Section 2.02 for Securities of any Series for such purposes. The
Company will give prompt written notice to the Trustee of any such designation
or rescission and of any change in the name or address of any such co-registrar,
additional paying agent or additional service agent. The term "Registrar"
includes any co-registrar, the term "Paying Agent" includes any additional
paying agent; and the term "Service Agent" includes any additional service
agent.

     The Company hereby appoints the Trustee as the initial Registrar, Paying
Agent and Service Agent for each Series unless another Registrar, Paying Agent
or Service Agent, as the case may be, is appointed prior to the time the
Securities of that Series are first issued.

     SECTION 2.05. Paying Agent to Hold Money in Trust. The Company shall
require each Paying Agent, other than the Trustee, to agree in writing that the
Paying Agent will hold in trust, for the benefit of Holders of any Series of
Securities, or the Trustee, all money held by the Paying Agent for the payment
of principal of or interest on the Series of Securities, and will notify the
Trustee of any default by the Company in making any such payment. While any such
default continues, the Trustee may require a Paying Agent to pay all money held
by it to the Trustee. The Company at any time may require a Paying Agent to pay
all money held by it to the Trustee. Upon payment over to the Trustee, the
Paying Agent (if other than the Company or a Subsidiary) shall have no further
liability for the money. If the Company or a Subsidiary acts as Paying Agent, it
shall segregate and hold in a separate trust fund for the benefit of the Holders
of any Series of Securities all money held by it as Paying Agent. Upon any
bankruptcy or reorganization proceedings relating to the Company, the Trustee
shall serve as Paying Agent for the Securities.

     SECTION 2.06. Holders Lists. The Trustee shall preserve in as current a
form as is reasonably practicable the most recent list available to it of the
names and addresses of all Holders of each Series of Securities and shall
otherwise comply with TIA Section 312(a). If the Trustee is not the Registrar,
the Company shall furnish to the Trustee at least seven Business Days before
each Interest Payment Date and at such other times as the Trustee may request in
writing, a list in such form and as of such date as the Trustee may reasonably
require of the names and addresses of the Holders of each Series of Securities
and the Company shall otherwise comply with TIA Section 312(a).

     SECTION 2.07. Transfer and Exchange. When Securities of a Series are
presented to the Registrar or a co-registrar with a request to register a
transfer or to exchange them for an equal principal amount of Securities of the
same Series, the Registrar shall register the transfer or


                                       11



make the exchange if its requirements for such transactions are met. To permit
registrations of transfers and exchanges, the Trustee shall authenticate
Securities at the Registrar's request. No service charge shall be made for any
registration of transfer or exchange (except as otherwise expressly permitted
herein), but the Company may require payment of a sum sufficient to cover any
transfer tax or similar governmental charge payable in connection therewith
(other than any such transfer taxes or similar governmental charge payable upon
exchange or transfer pursuant to Sections 2.11, 3.06, or 9.05).

     Neither the Company nor the Registrar shall be required (a) to issue,
register the transfer of, or exchange Securities of any Series for the period
beginning at the opening of business fifteen days immediately preceding the
mailing of a notice of redemption of Securities of that Series selected for
redemption and ending at the close of business on the day of such mailing or (b)
to register the transfer or exchange of any Security of any Series selected,
called or being called for redemption as a whole or the portion being redeemed
of any such Securities selected, called or being called for redemption in part.

     SECTION 2.08. 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 of like tenor and principal amount and bearing a number
not contemporaneously outstanding. If there shall be delivered to the Company
and the Trustee (i) evidence to their satisfaction of the destruction, loss or
theft of any Security and (ii) such security or indemnity as may be required by
them to save each of them and any agent of either of them harmless, then, in the
absence of notice to the Company or the Trustee that such Security has been
acquired by a bona fide purchaser, the Company shall execute and upon its
request the Trustee shall authenticate and make available for delivery, in lieu
of any such destroyed, lost or stolen Security, a new Security of the same
Series and of like tenor and principal amount and bearing a number not
contemporaneously outstanding.

     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 expenses (including
the fees and expense of the Trustee) connected 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, and shall be
entitled to all the benefits of this Indenture equally and proportionately with
any and all other Securities of the Series duly issued hereunder.


                                       12


     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 2.09. Outstanding Securities. The Securities outstanding at any
time are all the Securities authenticated by the Trustee except for those
canceled by it, those delivered to it for cancellation, those reductions in the
interest in a Global Security effected by the Trustee in accordance with the
provisions hereof, and those described in this Section 2.09 as not outstanding.
A Security does not cease to be outstanding because the Company or an Affiliate
of the Company holds the Security.

     If a Security is replaced pursuant to Section 2.08, it ceases to be
outstanding unless the Trustee receives proof satisfactory to it that the
replaced Security is held by a bona fide purchaser.

     If the Paying Agent (other than the Company, a Subsidiary or an Affiliate
of any thereof) holds, on the Maturity of Securities of a Series money
sufficient to pay such Securities of the Series payable on that date, then on
and after that date such Securities of the Series shall be deemed to be no
longer outstanding and shall cease to accrue interest.

     In determining whether the Holders of the requisite principal amount of
outstanding Securities have given any request, demand, authorization, direction,
notice, consent or waiver hereunder, the principal amount of an Original Issue
Discount Security that shall be deemed to be outstanding for such purposes shall
be the amount of the principal thereof that would be due and payable as of the
date of such determination upon a declaration of acceleration of the Maturity
thereof pursuant to Section 6.02.

     SECTION 2.10. Treasury Securities. In determining whether the Holders of
the required principal amount of Securities of a Series have concurred in any
request, demand, authorization, notice, direction, waiver or consent, Securities
of a Series owned by the Company or an Affiliate shall be disregarded, except
that for the purposes of determining whether the Trustee shall be protected in
relying on any such request, demand, authorization, notice, direction, waiver or
consent, only Securities of a Series that the Trustee knows are so owned shall
be disregarded.

     SECTION 2.11. Temporary Securities. Until Definitive Securities are ready
for delivery, the Company may prepare and the Trustee shall authenticate
temporary Securities upon a Company Order. Temporary Securities shall be
substantially in the form of Definitive Securities but may have variations that
the Company considers appropriate for temporary Securities. Without unreasonable
delay, the Company shall prepare and the Trustee shall authenticate Definitive
Securities of the same Series and date of maturity in exchange for temporary
Securities. Until so exchanged, temporary Securities shall be entitled to the
same rights under this Indenture as the Definitive Securities.

     SECTION 2.12. Cancellation. The Company at any time may deliver Securities
to the Trustee for cancellation. The Registrar and Paying Agent shall forward to
the Trustee any


                                       13



Securities surrendered to them for registration of transfer, exchange or
payment. The Trustee shall cancel all Securities surrendered for registration of
transfer, exchange, payment, replacement or cancellation and shall destroy
canceled Securities (subject to the record retention requirement of the Exchange
Act). Certification of the destruction of all canceled Securities shall be
delivered to the Company. The Company may not issue new Securities to replace
Securities that it has paid or that have been delivered to the Trustee for
cancellation.

     SECTION 2.13. Defaulted Interest. If the Company defaults in a payment of
interest on a Series of Securities, it shall pay the defaulted interest in any
lawful manner plus, to the extent lawful, any interest payable on the defaulted
interest, to the Persons who are Holders of the Series on a subsequent special
record date. The Company shall fix each such special record date and payment
date. At least 15 days before the special record date, the Company (or upon the
written request of the Company, the Trustee, in the name and at the expense of
the Company) shall mail or cause to be mailed to Holders of the Series a notice
that states the special record date, the related payment date and the amount of
such interest to be paid. The Company may pay defaulted interest in any other
lawful manner.

     SECTION 2.14. Global Securities.

     (a) Terms of Securities. A Board Resolution, a supplemental indenture
hereto or an Officers' Certificate shall establish whether the Securities of a
Series shall be issued in whole or in part in the form of one or more Global
Securities and the Depositary for such Global Security or Securities.

     (b) Transfer and Exchange. Notwithstanding any provisions to the contrary
contained in Section 2.07 and in addition thereto, any Global Security shall be
exchangeable pursuant to Section 2.07 for Securities registered in the names of
Holders other than the Depositary for such Security or its nominee only if:

          (i) such Depositary notifies the Company that it is unwilling or
     unable to continue as Depositary for such Global Security or if at any time
     such Depositary ceases to be a clearing agency registered under the
     Exchange Act, and in either case, the Company fails to appoint a successor
     Depositary within 90 days of such event;

          (ii) the Company executes and delivers to the Trustee an Officers'
     Certificate to the effect that such Global Security shall be so
     exchangeable; or

          (iii) an Event of Default with respect to the Securities represented
     by such Global Security shall have happened and be continuing. Any Global
     Security that is exchangeable pursuant to the preceding sentence shall be
     exchangeable for Securities registered in such names as the Depository
     shall direct in writing in an aggregate principal amount equal to the
     principal amount of the Global Security with like tenor and terms.

     Except as provided in this Section 2.14(b), a Global Security may not be
transferred except as a whole by the Depositary with respect to such Global
Security to a nominee of such


                                       14



Depositary, by a nominee of such Depositary to such Depositary or another
nominee of such Depositary or by the Depositary or any such nominee to a
successor Depositary or a nominee of such a successor Depositary.

     (c) Legend. Any Global Security issued hereunder shall bear a legend in
substantially the following form:

          "THIS GLOBAL SECURITY IS HELD BY THE DEPOSITARY (AS DEFINED IN THE
          INDENTURE GOVERNING THIS SECURITY) OR ITS NOMINEE IN CUSTODY FOR THE
          BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO
          ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THIS GLOBAL
          SECURITY MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION
          2.07 OF THE INDENTURE, (II) THIS GLOBAL SECURITY MAY BE DELIVERED TO
          THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.12 OF THE INDENTURE
          AND (III) THIS GLOBAL SECURITY MAY BE TRANSFERRED TO A SUCCESSOR
          DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF AMERICAN REAL ESTATE
          PARTNERS, L.P."

     (d) Acts of Holders.

          (i) Any request, demand, authorization, direction, notice, consent,
     waiver or other action provided by this Indenture to be given or taken by
     Holders may be embodied in and evidenced by one or more instruments of
     substantially similar tenor signed by such Holders in person or by an agent
     duly appointed in writing; and, except as herein otherwise expressly
     provided, such action shall become effective when such instrument or
     instruments are delivered to the Trustee and, where it is hereby expressly
     required, to the Company. Such instrument or instruments (and the action
     embodied therein and evidenced thereby) are herein sometimes referred to as
     the "Act" of Holders signing such instrument or instruments. Proof of
     execution of any such instrument or of a writing appointing any such agent
     shall be sufficient for any purpose of this Indenture and conclusive in
     favor of the Trustee and the Company, if made in the manner provided in
     this Section.

          (ii) 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 such officer
     the execution thereof. Where such execution is by a signer acting in a
     capacity other than such signer's individual capacity, such certificate or
     affidavit shall also constitute sufficient proof of such signer's
     authority. The fact and date of the execution of any such instrument or
     writing, or the authority of the Person executing the same, may also be
     proved in any other manner which the Trustee deems sufficient.


                                       15



          (iii) The ownership of bearer securities may be proved by the
     production of such bearer securities or by a certificate executed by any
     trust company, bank, banker or other depositary, wherever situated, if such
     certificate shall be deemed by the Trustee to be satisfactory, showing that
     at the date therein mentioned such Person had on deposit with such
     depositary, or exhibited to it, the bearer securities therein described; or
     such facts may be proved by the certificate or affidavit of the Person
     holding such bearer securities, if such certificate or affidavit is deemed
     by the Trustee to be satisfactory. The Trustee and the Company may assume
     that such ownership of any bearer security continues until (A) another such
     certificate or affidavit bearing a later date issued in respect of the same
     bearer security is produced, (B) such bearer security is produced to the
     Trustee by some other Person, (C) such bearer security is surrendered in
     exchange for a registered security or (D) such bearer security is no longer
     outstanding. The ownership of bearer securities may also be proved in any
     other manner which the Trustee deems sufficient.

          (iv) The ownership of registered securities shall be proved by the
     register maintained by the Registrar.

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

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

     (e) Payments. Notwithstanding the other provisions of this Indenture,
unless otherwise specified as contemplated by Section 2.02, payment of the
principal of and interest, if any, on any Global Security shall be made to the
Holder thereof.


                                       16



     (f) Consents, Declaration and Directions. Except as provided in Section
2.14(e), the Company, the Trustee and any Agent shall treat a person as the
Holder of such principal amount of outstanding Securities of such Series
represented by a Global Security as shall be specified in a written statement of
the Depositary with respect to such Global Security, for purposes of obtaining
any consents, declarations, waivers or directions required to be given by the
Holders pursuant to this Indenture.

     SECTION 2.15. 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
elements of identification printed on the Securities, and any such redemption
shall not be affected by any defect in or omission of such numbers. The Company
shall promptly notify the Trustee of any change in CUSIP Numbers.

                                    ARTICLE 3

                            REDEMPTION AND PREPAYMENT

     SECTION 3.01. Notices to Trustee. The Company may, with respect to any
Series of Securities, reserve the right to redeem and pay the Series of
Securities or may covenant to redeem and pay the Series of Securities or any
part thereof prior to the Stated Maturity thereof at such time and on such terms
as provided for in such Series of Securities. If a Series of Securities is
redeemable and the Company wants or is obligated to redeem prior to the Stated
Maturity thereof all or part of the Series of Securities pursuant to the terms
of such Securities, it shall notify the Trustee of the redemption date and the
principal amount of Securities of the Series to be redeemed and the redemption
price. The Company shall give such notice to the Trustee at least 30 but no more
than 60 days before the redemption date (or such shorter notice as may be
acceptable to the Trustee).

     SECTION 3.02. Selection of Securities to be Redeemed. Unless otherwise
indicated for a particular Series by a Board Resolution, supplemental indenture
or an Officers' Certificate, if less than all of the Securities are to be
redeemed or purchased in an offer to purchase at any time, the Trustee shall
select the Securities to be redeemed or purchased as follows: (a) if the
Securities are listed on any national securities exchange, in compliance with
the requirements of the principal national securities exchange, if any, on which
the Securities are listed; or (b) if the Securities are not listed on a national
securities exchange, on a pro rata basis, by lot or in accordance with any other
method as the Trustee considers fair and appropriate. No Securities of $1,000
principal amount or less will be redeemed in part. Except as provided in the
preceding sentence, provisions of this Indenture that apply to Securities called
for redemption also apply to portions of Securities called for redemption. The
Trustee shall make the selection at least 25 but not more than 60 days before
the redemption date from outstanding Securities of a Series previously called
for redemption.


                                       17



     If any Security is to be redeemed in part only, the notice of redemption
that relates to such Security shall state the portion of the principal amount of
that Security to be redeemed. A new Security in principal amount equal to the
unredeemed portion of the original Security presented for redemption will be
issued in the name of the Holder thereof upon cancellation of the original
Security. Securities called for redemption become due on the date fixed for
redemption. On and after the redemption date, interest ceases to accrue or
accrete on Securities or portions of them called for redemption.

     SECTION 3.03. Notice of Redemption. Unless otherwise provided for a
particular Series of Securities by a Board Resolution, a supplemental indenture
or an Officers' Certificate, at least 30 days but not more than 60 days before a
redemption date, the Company shall mail or cause to be mailed, by first class
mail, a notice of redemption to each Holder whose Securities are to be redeemed
at its registered address.

     The notice shall identify the Securities to be redeemed and shall state:

     (a) the redemption date;

     (b) the Redemption Price (as defined in the Indenture for the Series of
Securities);

     (c) if any Security is being redeemed in part, the portion of the principal
amount of such Security to be redeemed and that, after the redemption date upon
surrender of such Security, a new Security or Securities in principal amount
equal to the unredeemed portion shall be issued upon cancellation of the
original Security;

     (d) the name and address of the Paying Agent;

     (e) that Securities called for redemption must be surrendered to the Paying
Agent to collect the redemption price;

     (f) that, unless the Company defaults in making such redemption payment or
the Paying Agent is prohibited from making such payment pursuant to the terms of
this Indenture, interest on the Securities called for redemption ceases to
accrue on and after the redemption date;

     (g) the paragraph of the Securities and/or provision of this Indenture or
any supplemental indenture or Board Resolution pursuant to which the Securities
called for redemption are being redeemed;

     (h) the CUSIP number, if any, printed on the Securities being redeemed; and

     (i) that no representation is made as to the correctness or accuracy of the
CUSIP number, if any, listed in such notice or printed on the Securities.

     At the Company's request, the Trustee shall give the notice of redemption
in the Company's name and at its expense; provided, however, that the Company
shall have delivered to the Trustee, at least 45 days prior to the redemption
date (or such shorter period as shall be acceptable to the Trustee), an
Officers' Certificate requesting that the Trustee give such notice


                                       18



and setting forth the information to be stated in such notice as provided in the
preceding paragraph.

     SECTION 3.04. Effect of Notice of Redemption. Once notice of redemption is
mailed in accordance with Section 3.03, Securities called for redemption become
irrevocably due and payable on the redemption date at the redemption price, plus
accrued and unpaid interest to such date. A notice of redemption may not be
conditional. Failure to give notice or any defect in the notice to the Holder of
any Security shall not affect the validity of the notice to any other Holder.

     SECTION 3.05. Deposit of Redemption Price. On or before 12:00 p.m. (New
York City time) on the redemption date, the Company shall deposit with the
Trustee or with the Paying Agent (or if the Company or any Subsidiary is the
Paying Agent, shall segregate and hold in trust) money sufficient to pay the
redemption price, of and accrued interest on, all Securities to be redeemed on
that date, other than Securities or portions of Securities called for redemption
that have been delivered to the Trustee for cancellation. The Trustee or the
Paying Agent shall as promptly as practicable return to the Company any money
deposited with the Trustee or the Paying Agent by the Company in excess of the
amounts necessary to pay the redemption price of, and accrued interest on, all
Securities to be redeemed. If such money is then held by the Company or a
Subsidiary in trust and is not required for such purpose, it shall be discharged
from such trust.

     If the Company complies with the provisions of the preceding paragraph, on
and after the redemption, interest shall cease to accrue on the Securities
called for redemption. If a Security is redeemed on or after an interest record
date but on or prior to the related Interest Payment Date, then any accrued and
unpaid interest shall be paid to the Person in whose name such Security was
registered at the close of business on such record date. If any Security called
for redemption shall not be so paid upon surrender for redemption because of the
failure of the Company to comply with the preceding paragraph, interest shall be
paid on the unpaid principal from the redemption date until such principal is
paid, and to the extent lawful, on any interest not paid on such unpaid
principal, in each case at the rate provided in the Securities.

     SECTION 3.06. Securities Redeemed in Part. Upon surrender of a Security
that is redeemed in part, the Company shall execute and, upon the Company's
written request, the Trustee shall authenticate for the Holder at the expense of
the Company a new Security equal in principal amount to the unredeemed portion
of the Security surrendered.

                                    ARTICLE 4

                                    COVENANTS

     SECTION 4.01. Payment of Securities. The Company covenants and agrees for
the benefit of the Holders of each Series of Securities that it will duly and
punctually make all payments in respect of each Series of Securities on the
dates and in the manner provided in such Series of Securities and this
Indenture. Such payments shall be considered made on the date the Trustee or the
Paying Agent, if other than the Company or a Subsidiary thereof, holds, in


                                       19



accordance with this Indenture, funds sufficient to make all payments with
respect to such Securities then due and the Trustee or the Paying Agent, as the
case may be, is not prohibited from paying such money to the Holders on that
date pursuant to the terms of this Indenture.

     SECTION 4.02. Reports. Unless otherwise indicated in a Board Resolution, a
supplemental indenture or an Officers' Certificate, whether or not required by
the rules and regulations of the Commission so long as any Securities are
outstanding, the Company shall furnish to the Trustee and the Holders of the
Securities the following:

     (a) all quarterly and annual financial information that would be required
to be contained in a filing with the Commission on Forms 10-Q and 10-K if the
Company were required to file such Forms, including a "Management's Discussion
and Analysis of Financial Condition and Results of Operations" and, with respect
to the annual information only, a report thereon by the Company's certified
independent accountants;

     (b) all current reports that would be required to be filed with the
Commission on Form 8-K if the Company were required to file such reports; and

     (c) any other information, reports and documents that the Company is
required to file with the Commission pursuant to Section 13 or Section 15(d) of
the Exchange Act.

in each case, within the time periods specified in the Commission's rules and
regulations; provided that such information and reports need not be furnished to
the Holders if they are generally available on the Internet free of charge.

     In addition, whether or not required by the rules and regulations of the
Commission, the Company shall file a copy of all such information and reports
with the Commission for public availability within the time periods specified in
the Commission's rules and regulations (unless the Commission shall not accept
such a filing) and make such information available to securities analysts and
prospective investors upon request.

     SECTION 4.03. Compliance Certificate

     (a) The Company shall deliver to the Trustee, within 90 days after the end
of each fiscal year of the Company, an Officers' Certificate stating that a
review of the activities of the Company and its Subsidiaries during the
preceding fiscal year has been made under the supervision of the signing
Officers with a view to determining whether each of the Company and any other
obligors has kept, observed, performed and fulfilled its obligations under this
Indenture, and further stating, as to each such Officer signing such
certificate, that to the best of his or her knowledge each entity has fulfilled
all of its obligations under this Indenture throughout such year and is not in
default in the performance or observance of any of the terms, provisions and
conditions of this Indenture (or, if a Default or Event of Default shall have
occurred, describing all such Defaults or Events of Default of which he or she
may have knowledge and the nature and status thereof).

     (b) So long as not contrary to the then current recommendations of the
American Institute of Certified Public Accountants, the year-end financial
statements delivered pursuant to


                                       20



Section 4.02(a) above shall be accompanied by a written statement of the
Company's independent public accountants (who shall be a firm of established
national reputation, reasonably satisfactory to the Trustee) that in making the
examination necessary for certification of such financial statements, nothing
has come to their attention that would lead them to believe that a Default or an
Event of Default has occurred and is continuing or, if any such Default or Event
of Default has occurred and is continuing, specifying the nature and period of
existence thereof, it being understood that such accountants shall not be liable
directly or indirectly to any Person for any failure to obtain knowledge of any
such Default or Event of Default. In the event that such written statement of
the Company's independent public accountants cannot be obtained, the Company
shall deliver an Officers' Certificate certifying that it has used its best
efforts to obtain such statements and was unable to do so.

     (c) The Company shall, so long as any of the Series of Securities are
outstanding, deliver to the Trustee, forthwith upon any Officer becoming aware
of any Default or Event of Default that is then continuing, an Officers'
Certificate specifying such Default or Event of Default and what action the
Company is taking or proposes to take with respect thereto.

     SECTION 4.04. Corporate Existence. Subject to Article 5, the Company shall
do or cause to be done all things necessary to preserve and keep in full force
and effect:

     (a) its corporate, partnership or other existence, and the corporate,
partnership or other existence of each of its Subsidiaries, in accordance with
the respective organizational documents (as the same may be amended from time to
time) of the Company or any such Subsidiary; and

     (b) the rights (charter and statutory), licenses and franchises of the
Company and its Subsidiaries; provided, however, that the Company shall not be
required to preserve any such right, license or franchise, or the corporate,
partnership or other existence of any of its Subsidiaries, if the Board of
Directors shall determine that the preservation thereof is no longer desirable
in the conduct of the business of the Company and its Subsidiaries, taken as a
whole, and that the loss thereof is not adverse in any material respect to the
Holders of the Securities.

     SECTION 4.05. Calculation of Original Issue Discount. The Company shall
file with the Trustee promptly at the end of each calendar year (i) a written
notice specifying the amount of original issue discount (including daily rates
and accrual periods) accrued on outstanding Securities as of the end of such
year and (ii) such other specific information relating to such original issue
discount as may then be relevant under the Internal Revenue Code of 1986, as
amended from time to time.

                                    ARTICLE 5

                                   SUCCESSORS

     SECTION 5.01. Merger, Consolidation or Sale of Assets. Unless otherwise
provided for in a particular Series by a Board Resolution, a supplemental
indenture or an Officers' Certificate, the Company shall not consolidate with or
merge into (whether or not the Company is the surviving entity), or sell,
assign, transfer, lease, convey or otherwise dispose of


                                       21



(collectively, "Transfer") all or substantially all of its properties or assets
to, another Person unless:

     (a) the resulting, surviving or transferee Person (the "Successor Company")
shall be a corporation, limited liability company or limited partnership
organized or existing under the laws of the United States, any state thereof or
the District of Columbia;

     (b) the Person formed by or surviving any such consolidation or merger (if
other than the Company) or the Person to which such Transfer has been made
assumes all the obligations of the Company under the Securities and this
Indenture pursuant to a supplemental indenture or amendment, in a form
reasonably satisfactory to the Trustee;

     (c) immediately after such transaction, no Default exists; and

     (d) the Company shall have delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that such consolidation,
merger or Transfer complies with this Indenture.

     The Successor Company shall succeed to, and be substituted for, and may
exercise every right and power of, the Company under this Indenture (as modified
by a Board Resolution, supplemental indenture or Officers' Certificate), and the
predecessor Company, except in the case of a lease of all or substantially all
of its assets, shall be released from the obligation to pay the principal of and
interest on the Securities. The foregoing will not prohibit a consolidation or
merger between the Company and a Wholly Owned Subsidiary, the transfer of all or
substantially all of the properties or assets of the Company to a Wholly Owned
Subsidiary or the transfer of all or substantially all of the properties or
assets of a Wholly Owned Subsidiary to the Company; provided, that if the
Company is not the surviving entity of such transaction or the Person to which
such transfer is made, the surviving entity or the Person to which such transfer
is made shall comply with clause (b) of this paragraph.

                                    ARTICLE 6

                              DEFAULTS AND REMEDIES

     SECTION 6.01. Events of Default. Unless otherwise indicated for a
particular Series of Securities by a Board Resolution, a supplemental indenture
or an Officers' Certificate, each of the following constitutes an "Event of
Default" with respect to each Series of Securities:

     (a) default for 30 days in the payment of interest when due with respect to
the Securities;

     (b) default in payment when due of principal or premium, if any, on the
Securities at maturity, upon redemption or otherwise;

     (c) failure by the Company for 30 days after receipt of notice (as
specified below) to comply with the provisions described under Section 2.04,
4.02, 4.03 or 5.01;


                                       22


     (d) failure by the Company for 60 days after notice (as specified below) to
comply with its other agreements in this Indenture or the Securities;

     (e) the Company or any Significant Subsidiary pursuant to or within the
meaning of any Bankruptcy Law:

          (i) commences a voluntary case;

          (ii) consents to the entry of an order for relief against it in an
     involuntary case in which it is the debtor;

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

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

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

          (i) is for relief against the Company or any Significant Subsidiary in
     an involuntary case in which it is the debtor;

          (ii) appoints a custodian of the Company or for all or substantially
     all of the property of the Company or any Significant Subsidiary; or

          (iii) orders the liquidation of the Company or any Significant
     Subsidiary;

and the order or decree contemplated in clause (i), (ii) or (iii) remains
unstayed and in effect for 60 consecutive days;

     A Default under paragraph (c) or (d) of this Section 6.01 is not an Event
of Default until the Trustee or the Holders of at least 25% in principal amount
of the outstanding Securities notify the Company of the Default and the Company
does not cure such Default within the time specified after receipt of such
notice. Such notice must specify the Default, demand that it be remedied and
state that such notice is a "Notice of Default".

     To the extent that the last day of the period referred to in paragraph (a),
(c), (d), (e) or (f) of this Section 6.01 is not a Business Day, then the first
Business Day following such day shall be deemed to be the last day of the period
referred to in such clauses. Any "day" will be deemed to end as of 11:59 p.m.,
New York City time.

     SECTION 6.02. Acceleration. If an Event of Default with respect to any
Series of Securities at the time outstanding (other than an Event of Default
with respect to the Company specified in paragraph (e) and (f) of Section 6.01)
occurs and is continuing, the Trustee or the Holders of at least 25% in
principal amount of the then outstanding Securities of that Series may declare
the unpaid principal of, (or, in the case of Original Issue Discount Securities
of that Series, the portion thereby specified in the terms of such Security)
premium, if any, and accrued


                                       23



and unpaid interest on all the Securities of that Series to be due and payable
by notice in writing to the Company (and the Trustee, if given by the Holders)
specifying the respective Event of Default and that it is a "notice of
acceleration". Upon such a declaration, such amounts shall be due and payable
immediately. If an Event of Default with respect to the Company specified in
paragraph (e) or (f) of Section 6.01 occurs, the principal amount of (or, in the
case of Original Issue Discount Securities of that Series, the portion thereby
specified in the terms of such Security), premium, if any, and accrued and
unpaid interest on all the Securities of each Series of Security shall ipso
facto become and be immediately due and payable without any declaration or other
act on the part of the Trustee or any Holder. The Holders of a majority in
principal amount of the then outstanding Securities of any Series of Securities
by written notice to the Trustee may rescind an acceleration and its
consequences if the rescission would not conflict with any judgment or decree
and if all existing Events of Default have been cured or waived with respect to
such Series of Securities (except nonpayment of the principal amount of (or, in
the case of Original Issue Discount Securities of that Series, the portion
thereby specified in the terms of such Security), premium, if any, and accrued
and unpaid interest on all the Securities of that Series that has become due
solely because of the acceleration).

     SECTION 6.03. Other Remedies. If an Event of Default with respect to any
Series of Securities occurs and is continuing, the Trustee may pursue any
available remedy to collect the payment of the principal amount of (or, in the
case of Original Issue Discount Securities of that Series, the portion thereby
specified in the terms of such Security), premium, if any, and accrued and
unpaid interest on all the Securities of that Series or to enforce the
performance of any provision of the Securities of that Series or this Indenture.

     The Trustee may maintain a proceeding even if it does not possess any of
the Securities of a Series or does not produce any of them in the proceeding. A
delay or omission by the Trustee or any Holder in exercising any right or remedy
accruing upon an Event of Default with respect to any Series of Securities shall
not impair the right or remedy or constitute a waiver of or acquiescence in the
Event of Default. All remedies are cumulative to the extent permitted by law.

     SECTION 6.04. Waiver of Past Defaults. Holders of at least a majority in
principal amount of the Securities of any Series (including consents obtained in
connection with a tender offer or exchange for Securities) by notice to the
Trustee may on behalf of the Holders of all of Securities of that Series waive
an existing Default or Event of Default and its consequences hereunder, except a
continuing Default or Event of Default in the payment of the principal amount of
(or, in the case of Original Issue Discount Securities of that Series, the
portion thereby specified in the terms of such Security), premium, if any, and
accrued and unpaid interest on all the Securities of that Series. Upon any such
waiver, such Default shall cease to exist, and any Event of Default arising
therefrom shall be deemed to have been cured for every purpose of this
Indenture; but no such waiver shall extend to any subsequent or other Default or
impair any right consequent thereon.

     SECTION 6.05. Control By Majority. Holders of a majority in principal
amount of the then outstanding Securities of any Series may direct the time,
method and place of conducting any proceeding for exercising any remedy
available to the Trustee or exercising any


                                       24



trust or power conferred on it with respect to that Series. However, the Trustee
may refuse to follow any direction that conflicts with law or this Indenture or,
subject to Section 7.01, that the Trustee determines may be prejudicial to the
rights of any other Holder of Securities of that Series or that may involve the
Trustee in personal liability.

     SECTION 6.06. Limitation on Suits. Except to enforce the right to receive
payment of the principal amount of (or, in the case of Original Issue Discount
Securities, the portion thereby specified in the terms of such Security),
premium, if any, and accrued and unpaid interest on a Security of Series when
due, no Holder of a Security of that Series may pursue any remedy with respect
to this Indenture or the Securities of that Series unless:

     (a) the Holder previously gave to the Trustee written notice of a
continuing Event of Default;

     (b) the Holders of at least 25% in principal amount of the then outstanding
Securities of that Series make a written request to the Trustee to pursue the
remedy;

     (c) such Holder or Holders of that Series offer and, if requested, provide
to the Trustee indemnity satisfactory to the Trustee against any loss, liability
or expense;

     (d) the Trustee does not comply with the request within 60 days after
receipt of the request and the offer and, if requested, the provision of
indemnity; and

     (e) during such 60-day period the Holders of a majority in principal amount
of the outstanding Securities of that Series do not give the Trustee a direction
inconsistent with the request.

     A Holder of Securities of any Series may not use this Indenture to
prejudice the rights of another Holder of that Series or to obtain a preference
or priority over another Holder of that Series.

     SECTION 6.07. Rights of Holders to Receive Payment. Notwithstanding any
other provision of this Indenture, the right of any Holder to receive payment of
the principal amount of (or, in the case of Original Issue Discount Securities,
the portion thereby specified in the terms of such Security), premium, if any,
and accrued and unpaid interest on the Securities held by such Holder, on or
after their Maturity, or to bring suit for the enforcement of any such payment
on or after their Maturity, shall not be impaired or affected without the
consent of such Holder.

     SECTION 6.08. Collection Suit by Trustee. If an Event of Default
specified in Section 6.01(a) or (b) hereof occurs and is continuing, the Trustee
is authorized to recover judgment in its own name and as trustee of an express
trust against the Company or any other obligor under the Securities for the
whole amount then due and, to the extent lawful, interest and such further
amount as shall be sufficient to cover the costs and expenses of collection,
including the reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel.


                                       25



     SECTION 6.09. Trustee May File Proofs of Claim. The Trustee is authorized
to file such proofs of claim and other papers or documents as may be necessary
or advisable in order to have the claims of the Trustee (including any claim for
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel) and the Holders allowed in any judicial
proceedings relative to the Company (or any other obligor under the Securities),
its creditors or its property and shall be entitled and empowered to collect,
receive and distribute any money or other property payable or deliverable on any
such claims and any custodian 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 amount due to it for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, and any other amounts due the Trustee under Section 7.07.

     SECTION 6.10. Priorities. If the Trustee collects any money pursuant to
this Article 6 with respect to any Series of Securities, it shall pay out the
money in the following order:

               FIRST: to the Trustee, its agents and attorneys for amounts due
          under Section 7.07;

               SECOND: to the payment of all Senior Indebtedness if and to the
          extent required by Article 10 of this Indenture or other subordination
          provisions applicable with respect to a Series of Securities;

               THIRD: to Holders for amounts due and unpaid on the Securities of
          that Series for the principal amount of (or, in the case of Original
          Issue Discount Securities of that Series, the portion thereby
          specified in the terms of such Security), premium, if any, and accrued
          and unpaid interest, ratably, without preference or priority of any
          kind, according to the amounts due and payable on the Securities of
          that Series for the principal amount of (or, in the case of Original
          Issue Discount Securities of that Series, the portion thereby
          specified in the terms of such Security), premium, if any, and accrued
          and unpaid interest, respectively; and

               FOURTH: to the Company.

     The Trustee may fix a record date and payment date for any payment to
Holders pursuant to this Section 6.10.

     SECTION 6.11. Undertaking For Costs. In any suit for the enforcement of any
right or remedy under this Indenture or in any suit against the Trustee for any
action taken or omitted by it as a Trustee, a court in its discretion may
require the filing by any party litigant in the suit of an undertaking to pay
the costs of the suit, and the court in its discretion may assess reasonable
costs, including reasonable attorneys' fees, against any party litigant in the
suit, having due regard to the merits and good faith of the claims or defenses
made by the party litigant. This Section 6.11 does not apply to a suit by the
Trustee, a suit by a Holder pursuant to


                                       26



Section 6.07, or a suit by Holders of more than 10% in principal amount of the
then outstanding Securities of any Series.

                                    ARTICLE 7

                                     TRUSTEE

     SECTION 7.01. Duties of Trustee.

     (a) If an Event of Default of which the Trustee has knowledge has occurred
and is continuing with respect to any Series of Securities, the Trustee shall
exercise such of the rights and powers vested in it by this Indenture and use
the same degree of care and skill in its exercise as a prudent person would
exercise or use under the circumstances in the conduct of his or her own
affairs.

     (b) Except during the continuance of an Event of Default with respect to
any Series of Securities:

          (i) the duties of the Trustee shall be determined solely by the
     express provisions of this Indenture, with respect to the Securities of
     that Series, as modified or supplemented by a Board Resolution, a
     supplemental indenture or an Officers' Certificate, and no implied
     covenants or obligations shall be read into this Indenture against the
     Trustee; and

          (ii) in the absence of bad faith on its part, the Trustee may with
     respect to Securities of that 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. However, the Trustee shall examine the
     certificates and opinions to determine whether or not they conform to the
     requirements of this Indenture (but need not confirm or investigate the
     accuracy of mathematical calculations or other facts stated therein).

     (c) The Trustee may not be relieved from liabilities for its own negligent
action, its own negligent failure to act, or its own willful misconduct, except
that:

          (i) this paragraph does not limit the effect of paragraph (b) of this
     Section 7.01;

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

          (iii) the Trustee shall not be liable with respect to any action it
     takes or omits to take in good faith in accordance with a direction
     received by it pursuant to Section 6.05 and the Trustee shall be entitled
     from time to time to request such direction.


                                       27



     (d) Whether or not therein expressly so provided, every provision of this
Indenture that in any way relates to the Trustee is subject to paragraphs (a),
(b) and (c) of this Section 7.01.

     (e) No provision of this Indenture shall require the Trustee to expend or
risk its own funds or incur any liability. The Trustee shall be under no
obligation to exercise any of its rights and powers under this Indenture at the
request of any Holders, unless such Holder shall have offered to the Trustee
security and indemnity satisfactory to it against any loss, liability or
expense.

     (f) The Trustee shall not be liable for interest on any money received by
it except as the Trustee may agree in writing with the Company. Money held in
trust by the Trustee need not be segregated from other funds except to the
extent required by law.

     (g) 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 or other paper or
documents.

     SECTION 7.02. Rights of Trustee.

     (a) The Trustee may conclusively rely on the truth of the statements and
correctness of the opinions contained in, and shall be protected from acting or
refraining from acting upon, any document believed by it to be genuine and to
have been signed or presented by the proper Person. The Trustee need not
investigate any fact or matter stated in the document, but the Trustee, in its
discretion, may make such further inquiry or investigation into such facts or
matters as it may see fit, and, if the Trustee shall determine to make such
further inquiry or investigation, it shall be entitled to examine the books,
records and premises of the Company, personally or by agent or attorney, to the
extent reasonably required by such inquiry or investigation.

     (b) Before the Trustee acts or refrains from acting, it may require an
Officers' Certificate or an Opinion of Counsel or both. The Trustee shall not be
liable for any action it takes or omits to take in good faith in reliance on
such Officers' Certificate or Opinion of Counsel. Prior to taking, suffering or
admitting any action, the Trustee may consult with counsel of the Trustee's own
choosing and the written advice of such counsel or any Opinion of Counsel shall
be full and complete authorization and protection from liability in respect of
any action taken, suffered or omitted by it hereunder in good faith and in
reliance thereon.

     (c) The Trustee may act through its attorneys and agents and shall not be
responsible for the misconduct or negligence of any agent appointed with due
care.

     (d) The Trustee shall not be liable for any action it takes or omits to
take in good faith that it believes to be authorized or within its rights or
powers.

     (e) Unless otherwise specifically provided in this Indenture, any demand,
request, direction or notice from the Company shall be sufficient if signed by
an Officer of the Company.


                                       28



     (f) The Trustee shall be under no obligation to exercise any of the rights
or powers vested in it by this Indenture at the request or direction of any of
the Holders unless such Holders shall have offered to the Trustee reasonable
security or indemnity satisfactory to the Trustee against the costs, expenses
and liabilities that might be incurred by it in compliance with such request or
direction.

     SECTION 7.03. Individual Rights of Trustee. The Trustee in its individual
or any other capacity may become the owner or pledgee of Securities and may
otherwise deal with the Company or any Affiliate of the Company with the same
rights it would have if it were not Trustee. However, in the event that the
Trustee acquires any conflicting interest it must eliminate such conflict within
90 days, apply to the Commission for permission to continue as Trustee or
resign. Any Agent may do the same with like rights and duties. The Trustee is
also subject to Sections 7.10 and 7.11.

     SECTION 7.04. Trustee's Disclaimer. The Trustee shall not be responsible
for and makes no representation as to the validity or adequacy of this Indenture
or the Securities, it shall not be accountable for the Company's use of the
proceeds from the Securities or any money paid to the Company or upon the
Company's direction under any provision of this Indenture, it shall not be
responsible for the use or application of any money received by any Paying Agent
other than the Trustee, and it shall not be responsible for any statement or
recital herein or any statement in the Securities or any other document in
connection with the sale of the Securities or pursuant to this Indenture other
than its certificate of authentication.

     SECTION 7.05. Notice of Defaults. If a Default or Event of Default with
respect to Securities of any Series occurs and is continuing and if it is known
to the Trustee, the Trustee shall mail to Holders of that Series a notice of the
Default or Event of Default within 90 days after it occurs. Except in the case
of a Default or Event of Default in payment on any Security pursuant to Section
6.01(a) or (b), the Trustee may withhold the notice if and so long as a
committee of its Responsible Officers in good faith determines that withholding
the notice is in the interests of the Holders.

     SECTION 7.06. Reports By Trustee to Holders. Unless otherwise specified in
the applicable Board Resolution, supplemental indenture or Officers'
Certificate, within 60 days after each May 15 beginning with the May 15
following the date of this Indenture, and for so long as Securities remain
outstanding, the Trustee shall mail to the Holders of the Securities a brief
report dated as of such reporting date that complies with TIA Section 313(a)
(but if no event described in TIA Section 313(a) has occurred within the twelve
months preceding the reporting date, no report need be transmitted). The Trustee
also shall comply with TIA Section 313(b). The Trustee shall also transmit by
mail all reports as required by TIA Section 313(c).

     A copy of each report at the time of its mailing to the Holders shall be
mailed to the Company and filed with the Commission and each stock exchange on
which the Company has informed the Trustee in writing the Securities are listed
in accordance with TIA Section 313(d). The Company shall promptly notify the
Trustee in writing when the Securities are listed on any stock exchange and of
any delisting thereof.


                                       29



     SECTION 7.07. Compensation and Indemnity. The Company shall pay to the
Trustee from time to time reasonable compensation for its acceptance of this
Indenture and services hereunder. To the extent lawful, the Trustee's
compensation shall not be limited by any law on compensation of a trustee of an
express trust. The Company shall reimburse the Trustee promptly upon request for
all reasonable disbursements, advances and expenses incurred or made by it in
addition to the compensation for its services. Such expenses shall include the
reasonable compensation, disbursements and expenses of the Trustee's agents and
counsel.

     The Company shall indemnify the Trustee against any and all losses,
liabilities or expenses incurred by it arising out of or in connection with the
acceptance or administration of its duties under this Indenture, including the
reasonable costs and expenses of enforcing this Indenture against the Company or
any other obligors under the Securities (including this Section 7.07) and
defending itself against any claim (whether asserted by the Company or any
Holder or any other person) or liability in connection with the exercise or
performance of any of its powers or duties hereunder except to the extent any
such loss, liability or expense may be attributable to its gross negligence, bad
faith or willful misconduct. The Trustee shall notify the Company promptly of
any claim for which it may seek indemnity. Failure by the Trustee to so notify
the Company shall not relieve the Company of its obligations hereunder. The
Company shall defend the claim and the Trustee shall cooperate in the defense.
The Trustee may have separate counsel and the Company shall pay the reasonable
fees and expenses of such counsel. The Company need not pay for any settlement
made without its consent, which consent shall not be unreasonably withheld.

     The obligations of the Company under this Section 7.07 shall survive the
satisfaction and discharge of this Indenture. The obligations of the Company
under this Section 7.07 shall not be subordinated to the payment of Senior
Indebtedness.

     To secure the Company's payment obligations in this Section 7.07, the
Trustee shall have a lien prior to the Securities on all money or property held
or collected by the Trustee, except that held in trust to pay principal,
premium, if any, and interest on particular Securities. Such lien shall survive
the satisfaction and discharge of this Indenture and the resignation or removal
of the Trustee. The Trustee's right to receive payment of any amounts due under
this Section 7.07 shall not be subordinate to any other Company Indebtedness.

     When the Trustee incurs expenses or renders services after an Event of
Default specified in Section 6.01(e) or (f) occurs, the expenses and the
compensation for the services (including the fees and expenses of its agents and
counsel) are intended to constitute expenses of administration under any
Bankruptcy Law.

     The Trustee shall comply with the provisions of TIA Section 313(b)(2) to
the extent applicable.

     SECTION 7.08. Replacement of Trustee. A resignation or removal of the
Trustee and appointment of a successor Trustee shall become effective only upon
the successor Trustee's acceptance of appointment as provided in this Section
7.08.


                                       30



     The Trustee may resign in writing at any time and be discharged from the
trust hereby created with respect to the Securities of any Series by so
notifying the Company. The Holders of a majority in principal amount of the then
outstanding Securities of any Series may remove the Trustee with respect to such
Series of Securities by so notifying the Trustee and the Company in writing. The
Company may remove the Trustee if:

     (a) the Trustee fails to comply with Section 7.10;

     (b) the Trustee is adjudged a bankrupt or an insolvent or an order for
relief is entered with respect to the Trustee under any Bankruptcy Law;

     (c) a Custodian or public officer takes charge of the Trustee or its
property; or

     (d) the Trustee becomes incapable of acting.

     If the Trustee resigns, is removed by the Company or by the Holders of a
majority in principal amount of the Securities of any Series and such Holders do
not reasonably promptly appoint a successor Trustee or if a vacancy exists in
the office of Trustee for any reason (the Trustee in such event being referred
to herein as the retiring Trustee), the Company shall promptly appoint a
successor Trustee.

     If a successor Trustee does not take office within 60 days after the
retiring Trustee resigns or is removed, the retiring Trustee, the Company, or
the Holders of at least 10% in principal amount of Securities of that Series may
petition any court of competent jurisdiction for the appointment of a successor
Trustee.

     If the Trustee, after written request by any Holder of a Security who has
been a Holder of a Security for at least six months, fails to comply with
Section 7.10, such Holder may petition any court of competent jurisdiction for
the removal of the Trustee and the appointment of a successor Trustee.

     A successor Trustee shall deliver a written acceptance of its appointment
to the retiring Trustee and to the Company. Thereupon, the resignation or
removal of the retiring Trustee shall become effective, and the successor
Trustee shall have all the rights, powers and duties of the Trustee under this
Indenture. The successor Trustee shall mail a notice of its succession to the
Holders. The retiring Trustee shall promptly transfer all property held by it as
Trustee to the successor Trustee, provided that all sums owing to the Trustee
hereunder have been paid and subject to the lien provided for in Section 7.07.
Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the
Company's obligations under Section 7.07 shall continue for the benefit of the
retiring Trustee.

     SECTION 7.09. Successor Trustee by Merger, Etc. If the Trustee
consolidates, merges or converts into, or transfers all or substantially all of
its corporate trust business to, another corporation, the successor corporation
without any further act shall be the successor Trustee; provided, such
corporation or association shall be otherwise eligible and qualified under this
Article 7 and shall notify the Company of its successor hereunder.


                                       31



     SECTION 7.10. Eligibility; Disqualification. There shall at all times be a
Trustee hereunder that is a corporation organized and doing business under the
laws of the United States of America or of any state thereof that is authorized
under such laws to exercise corporate trustee power, that is subject to
supervision or examination by federal or state authorities and has a combined
capital and surplus of at least $50.0 million as set forth in its most recent
published annual report of condition.

     This Indenture shall always have a Trustee who satisfies the requirements
of TIA Section 310(a)(1), (2) and (5). The Trustee is subject to TIA Section
310(b).

     SECTION 7.11. Preferential Collection of Claims Against the Company. The
Trustee is subject to TIA Section 311(a), excluding any creditor relationship
listed in TIA Section 311(b). A Trustee who has resigned or been removed shall
be subject to TIA Section 311(a) to the extent indicated therein.

                                   ARTICLE 8

               DISCHARGE; LEGAL DEFEASANCE AND COVENANT DEFEASANCE

     SECTION 8.01. Discharge; Option to Effect Legal Defeasance or Covenant
Defeasance.

     (a) When (i) the Company delivers to the Trustee all outstanding Securities
of a Series (other than Securities replaced pursuant to Section 2.08) for
cancellation or (ii) all outstanding Securities have become due and payable at
maturity and the Company irrevocably deposits with the Trustee funds sufficient
to pay at Maturity all outstanding Securities of such Series, including interest
thereon to Maturity (other than Securities replaced pursuant to Section 2.08),
and if in either case the Company pays all other sums payable hereunder by the
Company, then this Indenture shall cease to be of further effect except as set
out in Section 8.01(c). The Trustee shall acknowledge satisfaction and discharge
of this Indenture on demand of the Company accompanied by an Officers'
Certificate and an Opinion of Counsel and at the cost and expense of the
Company.

     (b) The Company may, at the option of its Board of Directors evidenced by a
resolution set forth in an Officers' Certificate, at any time, elect to have all
of its obligations discharged with respect to all outstanding Securities of any
Series pursuant to Section 8.02 or 8.03 and upon compliance with the conditions
set forth below in this Article 8.

     (c) Notwithstanding Section 8.01(a), the Company's obligations in Sections
2.03, 2.04, 2.05, 2.06, 2.07, 2.08 and 2.11 and the rights, powers, trusts,
duties and immunities of the Trustee, including without limitation, under
Sections 7.07, 8.05 and 8.07, and the Company's obligations in connection
therewith, shall survive until the Securities of a Series have been paid in
full. The rights of outstanding Securities to receive solely from the trust
funds described in Section 8.05 payments in respect of principal of, premium, if
any, and interest on such Securities when such payments are due shall also
survive until the Securities have been paid in full. Thereafter, the Company's
obligations in Sections 7.07 and 8.06 shall survive.


                                       32



     SECTION 8.02. Legal Defeasance and Discharge. Upon the Company's exercise
under Section 8.01(b) of the option applicable to this Section 8.02, the Company
shall, subject to the satisfaction of the conditions set forth in Section 8.04,
be deemed to have been discharged from its obligations with respect to all
outstanding Securities of that Series on the date the conditions set forth below
are satisfied (hereinafter, "Legal Defeasance"). For this purpose, Legal
Defeasance means that the Company shall be deemed to have paid and discharged
the entire Indebtedness represented by the outstanding Securities of that
Series, which shall thereafter be deemed to be "outstanding" only for the
purposes of Section 8.05 and the other Sections of this Indenture referred to in
(a) and (b) below, and to have satisfied all its other obligations under such
Securities and this Indenture (and the Trustee, on demand of and at the expense
of the Company, shall execute proper instruments acknowledging the same), except
for the following provisions which shall survive until otherwise terminated or
discharged hereunder:

     (a) the rights of Holders of outstanding Securities of that Series to
receive solely from the trust fund described in Section 8.04(a), payments in
respect of the principal of, premium, if any, and interest on such Securities of
that Series when such payments are due;

     (b) the Company's obligations with respect to such Securities of that
Series under Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.08 and 2.11;

     (c) the rights, powers, trusts, duties and immunities of the Trustee,
including without limitation, under Sections 7.07, 8.05 and 8.07, and the
Company's obligations in connection therewith; and

     (d) the provisions of this Article 8;

     Subject to compliance with this Article 8, the Company may exercise its
option under this Section 8.02 notwithstanding the prior exercise of its option
under Section 8.03.

     SECTION 8.03. Covenant Defeasance. Upon the Company's exercise under
Section 8.01(b) of the option applicable to this Section 8.03, the Company
shall, subject to the satisfaction of the conditions set forth in Section 8.04,
be released from its obligations under the covenants contained in a Board
Resolution, a supplemental indenture or an Officers' Certificate and Section
5.01 with respect to the outstanding Securities of that Series on and after the
date the conditions set forth below are satisfied (hereinafter, "Covenant
Defeasance"), and the Securities of that Series shall thereafter be deemed not
"outstanding" for the purposes of any direction, waiver, consent or declaration
or act of Holders (and the consequences of any thereof) in connection with such
covenants, but shall continue to be deemed "outstanding" for all other purposes
hereunder (it being understood that such Securities shall not be deemed
outstanding for accounting purposes). For this purpose, Covenant Defeasance
means that, with respect to the outstanding Securities of that Series, the
Company and its Subsidiaries may omit to comply with and shall have no liability
in respect of any term, condition or limitation set forth in any such covenant,
whether directly or indirectly, by reason of any reference elsewhere herein to
any such covenant or by reason of any reference in any such covenant to any
other provision herein or in any other document and such omission to comply
shall not constitute a Default or an Event of Default under Section 6.01, but,
except as specified above, the remainder of this Indenture and


                                       33



such Securities shall be unaffected thereby. In addition, upon the Company's
exercise under Section 8.01(a) of the option applicable to this Section 8.03,
subject to the satisfaction of the conditions set forth in Section 8.04, any
event specified in Section 6.01 (other than Section 6.01(e) and (f)) shall not
constitute an Event of Default.

     SECTION 8.04. Conditions to Legal or Covenant Defeasance. The following
shall be the conditions to the application of either Section 8.02 or 8.03 to the
outstanding Securities:

     In order to exercise either Legal Defeasance or Covenant Defeasance with
respect to any Series of Securities:

     (a) the Company must irrevocably deposit with the Trustee, in trust, for
the benefit of the Holders of that Series of Securities, (i) cash in United
States dollars, (ii) non-callable Government Securities or (iii) a combination
thereof, in such amounts as shall be sufficient, in the opinion of a nationally
recognized firm of independent public accountants to pay the principal of,
premium, if any, and interest on the outstanding Securities of such Series on
the stated maturity or on the applicable redemption date, as the case may be,
and the Company must specify whether the Securities of such Series are being
defeased to maturity or to a particular redemption date;

     (b) in the case of an election under Section 8.02, the Company shall have
delivered to the Trustee an Opinion of Counsel in the United States reasonably
acceptable to the Trustee confirming that (i) the Company has received from, or
there has been published by, the Internal Revenue Service a ruling or (ii) since
the date hereof, there has been a change in the applicable federal income tax
law, in either case to the effect that, and based thereon such Opinion of
Counsel shall confirm that, the Holders of the outstanding Securities of such
Series shall not recognize income, gain or loss for federal income tax purposes
as a result of such Legal Defeasance and shall be subject to federal income tax
on the same amounts, in the same manner and at the same time as would have been
the case if such Legal Defeasance had not occurred;

     (c) in the case of an election under Section 8.03, the Company shall have
delivered to the Trustee an Opinion of Counsel in the United States reasonably
acceptable to the Trustee confirming that the Holders of the outstanding
Securities of such Series shall not recognize income, gain or loss for federal
income tax purposes as a result of such Covenant Defeasance and shall be subject
to federal income tax on the same amounts, in the same manner and at the same
times as would have been the case if such Covenant Defeasance had not occurred;

     (d) no Default or Event of Default with respect to that Series of
Securities shall have occurred and be continuing on the date of such deposit
(other than a Default or Event of Default resulting from the borrowing of funds
to be applied to such deposit) or insofar as Sections 6.01(e) and (f) are
concerned, at any time in the period ending on the 91st day after the date of
deposit (it being understood that this condition shall not be deemed satisfied
until the expiration of such period);


                                       34


     (e) such Legal Defeasance or Covenant Defeasance shall not result in a
breach or violation of, or constitute a default under any material agreement or
instrument (other than this Indenture) to which the Company is a party or by
which the Company is bound;

     (f) the Company shall have delivered to the Trustee an Opinion of Counsel
to the effect that after the 91st day following the deposit, the trust funds
will not be subject to the effect of any applicable bankruptcy, insolvency,
reorganization or similar laws affecting creditors' rights generally;

     (g) the Company shall have delivered to the Trustee an Officers'
Certificate stating that the deposit was not made by the Company with the intent
of preferring the Holders over the other creditors of the Company with the
intent of defeating, hindering, delaying or defrauding any other creditors of
the Company or others; and

     (h) the Company shall have delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all conditions
precedent provided for relating to the Legal Defeasance or the Covenant
Defeasance have been complied with.

     SECTION 8.05. Deposited Money and Government Securities to be Held in
Trust; Other Miscellaneous Provisions. Subject to Section 8.06, all money and
non-callable Government Securities (including the proceeds thereof) deposited
with the Trustee (or other qualifying trustee, collectively for purposes of this
Section 8.05, the "Trustee") pursuant to Section 8.04 in respect of the
outstanding Securities of that Series shall be held in trust and applied by the
Trustee, in accordance with the provisions of such Securities and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as Paying Agent) as the Trustee may determine, to
the Holders of such Securities of all sums due and to become due thereon in
respect of principal, premium, if any, and interest but such money need not be
segregated from other funds except to the extent required by law.

     The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the cash or non-callable Government
Securities deposited pursuant to Section 8.04 or the principal and interest
received in respect thereof other than any such tax, fee or other charge which
by law is for the account of the Holders of the outstanding Securities of that
Series.

     Anything in this Article 8 to the contrary notwithstanding, the Trustee
shall deliver or pay to the Company from time to time upon the written request
of the Company, and be relieved of all liability with respect to, any money or
non-callable Government Securities held by it as provided in Section 8.04 which,
in the opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee (which may
be the opinion delivered under Section 8.04(a)), are in excess of the amount
thereof that would then be required to be deposited to effect an equivalent
Legal Defeasance or Covenant Defeasance.

     SECTION 8.06. Repayment to the Company. Any money deposited with the
Trustee or any Paying Agent, or then held by the Company, in trust for the
payment of the


                                       35



principal of, premium, if any, and interest on any Security and remaining
unclaimed for one year after such principal, and premium, if any, or interest,
has become due and payable shall be paid to the Company on its written 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 repayment,
may at the expense of the Company cause to be published once, in the New York
Times and The Wall Street Journal (national edition), 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 notification or publication, any
unclaimed balance of such money then remaining shall be repaid to the Company.

     SECTION 8.07. Reinstatement. If the Trustee or Paying Agent is unable to
apply any United States dollars or non-callable Government Securities in
accordance with Section 8.02 or 8.03, as the case may be, by reason of any order
or judgment of any court or governmental authority enjoining, restraining or
otherwise prohibiting such application, then the obligations of the Company
under this Indenture, and the Securities shall be revived and reinstated as
though no deposit had occurred pursuant to Section 8.02 or 8.03 until such time
as the Trustee or Paying Agent is permitted to apply all such money in
accordance with Section 8.02 or 8.03, as the case may be; provided, however,
that, if the Company makes any payment of principal of, premium, if any, or
interest on any Security following the reinstatement of its obligations, the
Company shall be subrogated to the rights of the Holders of such Securities to
receive such payment from the money held by the Trustee or Paying Agent.

                                   ARTICLE 9

                        AMENDMENT, SUPPLEMENT AND WAIVER

     SECTION 9.01. Without Consent of Holders. Without the consent of any
Holder, the Company and the Trustee may amend or supplement this Indenture or
the Securities:

     (a) to evidence the succession of another Person to the Company pursuant to
Article 5 and the assumption by such successor of the Company's covenants,
agreements and obligations in this Indenture and in the Securities;

     (b) to surrender any right or power conferred upon the Company by this
Indenture, to add to the covenants of the Company such further covenants,
restrictions, conditions or provisions for the protection of the Holders of all
or any Series of Securities as the Board of Directors of the Company shall
consider to be for the protection of the Holders of such Securities, and to make
the occurrence, or the occurrence and continuance, of a default in respect of
any such additional covenants, restrictions, conditions or provisions a Default
or an Event of Default under this Indenture; provided, however, that with
respect to any such additional covenant, restriction, condition or provision,
such amendment may provide for a period of grace after default, which may be
shorter or longer than that allowed in the case of other Defaults, may provide
for an immediate enforcement upon such Default, may limit the remedies available
to


                                       36



the Trustee upon such Default or may limit the right of Holders of a majority in
aggregate principal amount of the Securities of any Series to waive such
default;

     (c) to cure any ambiguity or correct or supplement any provision contained
in this Indenture, in any supplemental indenture or in any Securities that may
be defective or inconsistent with any other provision contained therein;

     (d) to convey, transfer, assign, mortgage or pledge any property to or with
the Trustee, or to make such other provisions in regard to matters or questions
arising under this Indenture as shall not adversely affect the interests of any
Holders of Securities of any Series;

     (e) to modify or amend this Indenture in such a manner as to permit the
qualification of this Indenture or any supplemental indenture hereto under the
TIA as then in effect;

     (f) to add or to change any of the provisions of this Indenture to provide
that Securities in bearer form may be registrable as to principal, to change or
eliminate any restrictions on the payment of principal or premium with respect
to Securities in registered form or of principal, premium or interest with
respect to Securities in bearer form, or to permit Securities in registered form
to be exchanged for Securities in bearer form, so as to not adversely affect the
interests of the Holders or any coupons of any Series in any material respect or
permit or facilitate the issuance of Securities of any Series in uncertificated
form;

     (g) to make any change in the provisions of this Indenture or any
supplemental indenture relating to subordination that would limit or terminate
the benefits available to any holder of Senior Indebtedness (as defined in the
applicable Board Resolution, supplemental indenture hereto or Officers'
Certificate related to such Series of Subordinated Securities) under such
provisions (but only if each such holder of Senior Indebtedness under such
provisions consents to such change);

     (h) to add guarantees with respect to the Securities or to secure the
Securities;

     (i) to make any change that does not adversely affect the rights of any
Holder;

     (j) to add to, change or eliminate any of the provisions of this Indenture
with respect to one or more Series of Securities, so long as any such addition,
change or elimination not otherwise permitted under this Indenture shall (x)
neither apply to any Security of any Series created prior to the execution of
such supplemental indenture and entitled to the benefit of such provision nor
modify the rights of the Holders of any such Security with respect to the
benefit of such provision or (y) become effective only when there is no such
Security outstanding;

     (k) to conform the text of this Indenture to any provision of this
description of debt securities or any description of debt securities contained
in the prospectus supplement to the extent that such provision was intended to
be a verbatim recitation of the Indenture;

     (l) to evidence and provide for the acceptance of appointment by a
successor or separate Trustee with respect to the Securities of one or more
Series and to add to or change any


                                       37



of the provisions of this Indenture as shall be necessary to provide for or
facilitate the administration of this Indenture by more than one Trustee; or

     (m) to establish the form or terms of Securities and coupons of any Series
pursuant to Article 2.

     Upon the request of the Company accompanied by a resolution of its Board of
Directors authorizing the execution of any such amended or supplemental
Indenture, and upon receipt by the Trustee of the documents described in Section
9.06, the Trustee shall join with the Company in the execution of any amended or
supplemental Indenture authorized or permitted by the terms of this Indenture
and to make any further appropriate agreements and stipulations that may be
therein contained, but the Trustee shall not be obligated to enter into such
amended or supplemental Indenture that affects its own rights, duties or
immunities under this Indenture or otherwise.

     SECTION 9.02. With Consent of Holders of Securities. The Company and the
Trustee may amend or supplement this Indenture or the Securities of any Series
with the consent of the Holders of at least a majority in principal amount of
the Securities of such Series then outstanding voting as a single class
(including consents obtained in connection with a tender offer or exchange offer
for Securities), and, subject to Sections 6.02, 6.04 and 6.07, any existing
Default or Event of Default (other than a Default or Event of Default in the
payment of the principal of, premium, if any, or interest on the Securities
(except a payment default resulting from an acceleration that has been
rescinded) or compliance with any provision of this Indenture or the Securities
of any Series may be waived with the consent of the Holders of a majority in
principal amount of the then outstanding Securities of such Series voting as a
single class (including consents obtained in connection with or a tender offer
or exchange offer for the Securities).

     Upon the request of the Company accompanied by a resolution of its Board of
Directors authorizing the execution of any such amended or supplemental
indenture, and upon the filing with the Trustee of evidence satisfactory to the
Trustee of the consent of the Holders of Securities as aforesaid, and upon
receipt by the Trustee of the documents described in Section 9.06, the Trustee
shall join with the Company in the execution of such amended or supplemental
Indenture unless such amended or supplemental indenture affects the Trustee's
own rights, duties or immunities under this Indenture or otherwise, in which
case the Trustee may, but shall not be obligated to, enter into such amended or
supplemental indenture.

     It shall not be necessary for the consent of the Holders of Securities
under this Section 9.02 to approve the particular form of any proposed amendment
or waiver, but it shall be sufficient if such consent approves the substance
thereof.

     After an amendment, supplement or waiver under this Section 9.02 becomes
effective, the Company shall mail to the Holders of Securities affected thereby
a notice briefly describing the amendment, supplement or waiver. Any failure of
the Company to mail such notice, or any defect therein, shall not, however, in
any way impair or affect the validity of any such amended or supplemental
Indenture or waiver. However, without the consent of the Holders of all of the


                                       38



affected Securities, an amendment, supplement or waiver may not (with respect to
any Security of any Series held by a non-consenting Holder):

     (a) reduce the principal amount of Securities whose Holders must consent to
an amendment, supplement or waiver;

     (b) reduce the principal amount of or extend the Stated Maturity of any
Security, or alter the provisions with respect to the redemption of the
Securities;

     (c) reduce the rate of or extend the time for payment of interest on any
Securities;

     (d) waive a Default or Event of Default in the payment of principal of or
premium, if any, or interest on the Securities (except a rescission of
acceleration of the Securities by the Holders of at least a majority in
aggregate principal amount of the Securities then outstanding and a waiver of
the payment default that resulted from such acceleration);

     (e) make any Security payable in money other than that stated in the
Securities;

     (f) make any change in Section 6.04 or 6.07;

     (g) waive a redemption payment with respect to any Security; or

     (h) make any change in the foregoing amendment and waiver provisions of
this Article 9.

     Notwithstanding the foregoing, any amendment to the provisions of Article
10 of this Indenture with respect to any Series of Securities shall require the
consent of the Holders of at least 75% in aggregate amount of Securities of such
Series then outstanding (including consents obtained in connection with a tender
offer or exchange for such Securities, if such amendment would adversely affect
the rights of the Holders of the Securities of such Series.

     SECTION 9.03. Compliance with Trust Indenture Act. Every amendment or
supplement to this Indenture or the Securities shall comply with the TIA as then
in effect.

     SECTION 9.04. Revocation and Effect of Consents and Waivers. A consent to
an amendment or a waiver by a Holder of a Security shall bind the Holder and
every subsequent Holder of that Security or portion of the Security that
evidences the same debt as the consenting Holder's Security, even if notation of
the consent or waiver is not made on the Security. However, any such Holder or
subsequent Holder may revoke the consent or waiver as to such Holder's Security
or portion of the Security if the Trustee receives the notice of revocation
before the date the amendment or waiver becomes effective. After an amendment or
waiver becomes effective, it shall bind every Holder. An amendment or waiver
becomes effective once both (i) the requisite number of consents have been
received by the Company or the Trustee and (ii) such amendment or waiver has
been executed by the Company and the Trustee.

     The Company may, but shall not be obligated to, fix a record date for the
purpose of determining the Holders entitled to give their consent or take any
other action described above or


                                       39



required or permitted to be taken pursuant to this Indenture. If a record date
is fixed, then notwithstanding the immediately preceding paragraph, those
Persons who were Holders at such record date (or their duly designated proxies),
and only those Persons, shall be entitled to give such consent or to revoke any
consent previously given or to take any such action, whether or not such Persons
continue to be Holders after such record date. No such consent shall be valid or
effective for more than 120 days after such record date.

     SECTION 9.05. Notation on or Exchange of Securities. The Trustee may place
an appropriate notation about an amendment, supplement or waiver on any Security
thereafter authenticated. The Company in exchange for all Securities may issue
and the Trustee shall authenticate new Securities that reflect the amendment,
supplement or waiver.

     Failure to make the appropriate notation or issue a new Security shall not
affect the validity and effect of such amendment, supplement or waiver.

     SECTION 9.06. Trustee to Sign Amendments, Etc.. The Trustee shall sign any
amended or supplemental Indenture authorized pursuant to this Article 9 if the
amendment or supplement does not adversely affect the rights, duties,
liabilities or immunities of the Trustee. The Company may not sign an amendment
or supplemental Indenture until the Board of Directors approves it. In executing
any amended or supplemental indenture the Trustee shall be entitled to receive
and (subject to Section 7.01) shall be fully protected in relying upon, in
addition to the documents required by Section 10.04, an Officers' Certificate
and an Opinion of Counsel stating that the execution of such amended or
supplemental indenture is authorized or permitted by this Indenture, that it is
not inconsistent herewith, and that it will be valid and binding upon the
Company in accordance with its terms.

                                   ARTICLE 10

                                  SUBORDINATION

     SECTION 10.01. Securities Subordinated to Senior Indebtedness. The Company
covenants and agrees, and each Holder of Securities by his acceptance thereof,
likewise covenants and agrees, that the indebtedness evidenced by the Securities
and the payment of the principal of, premium, if any and interest on each and
all of the Securities is hereby expressly subordinated, to the extent and in the
manner hereinafter set forth, in right of payment to the prior payment in full
of Senior Indebtedness.

     Anything in this Indenture or in the Securities to the contrary
notwithstanding, the indebtedness evidenced by the Securities shall be
subordinate and junior in right of payment, to the extent and in the manner
hereinafter set forth, to all Senior Indebtedness. Senior Indebtedness shall
continue to be Senior Indebtedness and entitled to the benefits of these
subordination provisions irrespective of any amendment, modification or waiver
of any term of Senior Indebtedness or extension or renewal of Senior
Indebtedness.

     (a) In the event the Company shall default in the payment of any Senior
Indebtedness when the same becomes due and payable, whether at maturity or on a
date fixed for prepayment


                                       40



or by declaration or otherwise, then, unless and until such default shall have
been cured or waived or shall have ceased to exist, no direct or indirect
payment (in cash, property or securities or by set-off or otherwise) shall be
made or agreed to be made on account of the principal of, premium, if any, or
interest on the Securities, or as a sinking fund for the Securities, or in
respect of any redemption, retirement, purchase or other acquisition of any of
the Securities.

     (b) Upon the happening of an event of default with respect to any Senior
Indebtedness, permitting the holders thereof to accelerate the maturity thereof
(other than under circumstances when the terms of Section 10.01(a) are
applicable), then, unless and until such event of default shall have been cured
or waived or shall have ceased to exist, no direct or indirect payment (in cash,
property or securities or by set-off or otherwise) shall be made or agreed to be
made on account of the principal of, or premium, if any, or interest on the
Securities, or as a sinking fund for the Securities, or in respect of any
redemption, retirement, purchase or other acquisition of any of the Securities,
during any period:

          (i) of 90 days after written notice of such default shall have been
     given to the Company by any holder of Senior Indebtedness; or

          (ii) in which any judicial proceeding shall be pending in respect of
     such default and a notice of acceleration of the maturity of such Senior
     Indebtedness shall have been transmitted to the Company in respect of such
     default.

     (c) In the event of

          (i) any insolvency, bankruptcy, receivership, liquidation,
     reorganization, readjustment, composition or other similar proceeding
     relating to the Company, its creditors or its property;

          (ii) any proceeding for the liquidation, dissolution or other
     winding-up of the Company, voluntary or involuntary, whether or not
     involving insolvency or bankruptcy proceedings;

          (iii) any assignment by the Company for the benefit of creditors; or

          (iv) any other marshalling of the assets of the Company.

     all Senior Indebtedness (including any interest accruing after the
     commencement of such proceedings) shall first be paid in full before any
     payment or distribution, whether in cash, securities or other property,
     shall be made to any Holder of Securities on account of the Securities. Any
     payment or distribution, whether in cash, securities or other property
     (other than securities of the Company or any other corporation provided for
     by a plan of reorganization or readjustment the payment of which is
     subordinate, at least to the extent provided in this Article 10 with
     respect to the Securities, to the payment of all Senior Indebtedness at the
     time outstanding and to any securities issued in respect thereof under any
     such plan of reorganization or readjustment), which would otherwise (but
     for the provisions of this Article 10) be payable or deliverable in respect
     of the Securities shall be paid or delivered directly to the holders of
     Senior Indebtedness in accordance with the


                                       41



     priorities then existing among such holders until all Senior Indebtedness
     (including any interest thereon accruing after the commencement of any such
     proceedings) shall have been paid in full.

     (d) In the event that any Security shall be declared due and payable as the
result of the occurrence of any one or more defaults in respect thereof, under
circumstances when the terms of Section 10.01(c) are not applicable, no payment
shall be made in respect of any Securities unless and until all Senior
Indebtedness shall have been paid in full or such declaration and its
consequences shall have been rescinded and all such defaults shall have been
remedied or waived.

     (e) If any payment or distribution of any character or any security,
whether in cash, securities or other property (other than securities of the
Company or any other corporation provided for by a plan of reorganization or
readjustment the payment of which is subordinate, at least to the extent
provided in the provisions of this Article 10 with respect to the Securities, to
the payment of all Senior Indebtedness at the time outstanding and to any
securities issued in respect thereof under any such plan or reorganization or
readjustment), shall be received by any Holder of Securities in contravention of
any terms hereof and before all the Senior Indebtedness shall have been paid in
full, such payment or distribution or security shall be received in trust for
the benefit of, and shall be paid over or delivered and transferred to, the
holders of the Senior Indebtedness at the time outstanding, in accordance with
the priorities then existing among such holders for application to the payment
of all Senior Indebtedness remaining unpaid, or, if applicable, to any trustee
in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or
other Person making paying or distribution of assets of the Company, to the
extent necessary to pay all such Senior Indebtedness in full. In the event of
the failure of any Holder of Securities to endorse or assign any such payment,
distribution or security, each holder of Senior Indebtedness is hereby
irrevocably authorized to endorse or assign the same.

     (f) Nothing contained herein shall impair, as between the Company and the
Holder of any Securities, the obligation of the Company to pay to the Holder
thereof the principal thereof and interest thereon as and when the same shall
become due and payable in accordance with the terms of such Security, or prevent
the Holder of any Securities from exercising all rights, powers and remedies
otherwise permitted by applicable law or pursuant to the terms of this Indenture
and the Security, upon a default or Event of Default under this Indenture, all
subject to the rights of the holders of the Senior Indebtedness to receive cash,
securities or other property otherwise payable or deliverable to the Holders of
the Securities.

     (g) Senior Indebtedness shall not be deemed to have been paid in full
unless the holders thereof shall have received cash equal to the amount of such
Senior Indebtedness then outstanding. Upon the payment in full of all Senior
Indebtedness, the Holders of Securities shall be subrogated to all rights of any
holders of Senior Indebtedness to receive any further payments or distributions
applicable to the Senior Indebtedness until all amounts owing on the Securities
shall have been paid in full, and such payments or distributions received by the
holders of the Securities by reason of such subrogation, of cash, securities or
other property which otherwise would be paid or distributed to the holders of
Senior Indebtedness, shall, as between the Company and its creditors other than
the holders of Senior Indebtedness, on the one hand, and


                                       42



the Holders of Securities, on the other hand, be deemed to be a payment by the
Company on account of Senior Indebtedness and not on account of Securities.

     The Company shall give prompt written notice to the Trustee of any
insolvency, bankruptcy, receivership, liquidation, reorganization, readjustment,
composition or other similar proceeding relating to the Company within the
meaning of this Section 10.01. Upon any payment or distribution of assets of the
Company referred to in this Article 10, the Trustee, subject to the provisions
of Section 7.01, and the Holders of Securities shall be entitled to rely upon a
certificate of the trustee in bankruptcy, receiver, assignee for the benefit of
creditors or other liquidating agent making such payment or distribution,
delivered to the Trustee or to the Holders of Securities, for the purpose of
ascertaining the person entitled to participate in such distribution, the
holders of the Senior Indebtedness and other indebtedness of the Company, the
amount thereof or payable thereon, the amount or amounts paid or distributed
thereon and all other facts pertinent thereto or to this Article 10.

     In the event that the Trustee determines, in good faith, that further
evidence is required with respect to the right of any person as a holder of
Senior Indebtedness to participate in any payment or distribution pursuant to
this Section 10.01, the Trustee may request such person to furnish evidence to
the reasonable satisfaction of the Trustee as to the amount of Senior
Indebtedness held by such person, as to the extent to which such person is
entitled to participate in such payment or distribution, and as to other facts
pertinent to the rights of such person under this Section 10.01, and if such
evidence is not furnished, the Trustee may defer any payment to such person
pending judicial determination as to the right of such person to receive such
payment.

     SECTION 10.02. Effectuation of Subordination by Trustee. Each Holder of
Securities, by his acceptance thereof, authorizes and directs the Trustee in his
behalf to take such action as may be necessary or appropriate to effectuate, as
between the Holders of the Securities and the holders of Senior Indebtedness,
the subordination provided in this Article 10 and appoints the Trustee his
attorney-in-fact for any and all such purposes.

     SECTION 10.03. Knowledge of Trustee. Nothing contained in this Article 10
or elsewhere in this Indenture, shall (a) prevent the Company from setting aside
in trust or depositing with the Trustee or any Paying Agent, at any time, except
during the pendency of any of the proceedings or upon the happening or
continuance of any of the events referred to in Section 10.01, moneys for the
payment of principal of, or premium, if any, or interest on, the Securities, or
(b) prevent the application by the Trustee or Paying Agent of any moneys
deposited with it hereunder by or on behalf of the Company to the payment of or
on account of the principal of, or the premium, if any, or interest on the
Securities, if the Trustee or the Paying Agent, as the case may be, did not have
written notice of any event prohibiting such application by the close of
business on the Business Day immediately prior to the date of such application.

     Notwithstanding the provisions of this Article or any other provisions of
this Indenture, the Trustee shall not be charged with knowledge of the existence
of any Senior Indebtedness or of any default or event of default with respect to
any Senior Indebtedness or any fact or facts which would prohibit the making of
any payment of moneys to or by the Trustee, or the taking of


                                       43



any other action by the Trustee, unless and until the Trustee shall have
received written notice thereof from the Company, any Holder of Securities, any
paying or conversion agent of the Company or the holder or representative of any
class of Senior Indebtedness who shall have been certified by the Company or
otherwise established to the reasonable satisfaction of the Trustee to be such
holder or representative or by the trustee under any indenture pursuant to which
Senior Indebtedness shall be outstanding.

     SECTION 10.04. Trustee's Relation to Senior Indebtedness. The Trustee shall
be entitled to all rights set forth in this Article 10 with respect to any
Senior Indebtedness at the time held by it, to the same extent as any other
holder of Senior Indebtedness, and nothing in Section 7.11 or elsewhere in this
Indenture shall deprive the Trustee of any of its rights as such holder. Nothing
in this Article 10 shall subordinate to Senior Indebtedness the claims of, or
payments to, the Trustee under or pursuant to Section 7.07.

     With respect to the holders of Senior Indebtedness, the Trustee undertakes
to perform or to observe only such of its covenants and obligations as are
specifically set forth in this Article 10 and no implied covenants or
obligations with respect to the holders of Senior Indebtedness shall be read
into this Indenture against the Trustee and the Trustee shall not be deemed to
owe any fiduciary duty to the holders of Senior Indebtedness and shall not be
liable to any holder of Senior Indebtedness if it shall pay over or deliver to
Holders, the Company or any other Person monies or assets to which any holder of
Senior Indebtedness shall be entitled by virtue of this Article or otherwise.

     SECTION 10.05. Rights of Holders of Senior Indebtedness Not Impaired. No
right of any present or future holder of any Senior Indebtedness to enforce the
subordination herein shall at any time or in any way be prejudiced or impaired
by any act or failure to act on the part of the Company or by any non-compliance
by the Company with the terms, provisions and covenants of this Indenture,
regardless of any knowledge thereof any such holder may have or be otherwise
charged with.


                                   ARTICLE 11

                                NOTE GUARANTEES

     SECTION 11.01. Guarantee. Subject to this Article 10, the Guarantor hereby
unconditionally guarantees to each Holder of Securities issued by AREP Finance,
authenticated and delivered by the Trustee and to the Trustee and its
successors and assigns, irrespective of the validity and enforceability of this
Indenture, the Securities or the obligations of the Company hereunder or
thereunder, that:

          the principal of, premium and liquidated damages, if any, and interest
     on, the Notes will be promptly paid in full when due, whether at maturity,
     by acceleration, redemption or otherwise, and interest on the overdue
     principal of and interest on the Notes, if any, if lawful, and all other
     obligations of the Company to the Holders or the Trustee hereunder or
     thereunder will be promptly paid in full or performed, all in accordance
     with the terms hereof and thereof; and

          in case of any extension of time of payment or renewal of any
     Securities or any of such other obligations, that same will be promptly
     paid in full when due or performed in accordance with the terms of the
     extension or renewal, whether at stated maturity, by acceleration or
     otherwise.

     Failing payment when due of any amount so guaranteed or any performance so
guaranteed for whatever reason, the Guarantor will pay the same immediately.
The Guarantor agrees that this is a guarantee of payment and not a guarantee of
collection.

     The Guarantor hereby agrees that its obligations hereunder are
unconditional, irrespective of the validity, regularity or enforceability of
the Securities or this Indenture, the absence of any action to enforce the
same, any waiver or consent by any Holder of the Securities with respect to any
provisions hereof or thereof, the recovery of any judgment against the Company,
any action to enforce the same or any other circumstance which might otherwise
constitute a legal or equitable discharge or defense of a guarantor. The
Guarantor hereby waives diligence, presentment, demand of payment, filing of
claims with a court in the event of insolvency or bankruptcy of the Company,
any right to require a proceeding first against the Company, protest, notice
and all demands whatsoever and covenant that this Guarantee will not be
discharged except by complete performance of the obligations contained in the
Securities and this Indenture.

     If any Holder or the Trustee is required by any court or otherwise to
return to the Company, the Guarantor or any custodian, trustee, liquidator or
other similar official acting in relation to either the Company or the
Guarantor, any amount paid by either to the Trustee or such Holder, this
Guarantee, to the extent theretofore discharged, will be reinstated in full
force and effect.

     The Guarantor agrees that it will not be entitled to any right of
subrogation in relation to the Holders in respect of any obligations guaranteed
hereby until payment in full of all obligations guaranteed hereby. The
Guarantor further agrees that, as between the Guarantor, on the one hand, and
the Holders and the Trustee, on the other hand, (1) the maturity of the
obligations guaranteed hereby may be accelerated as provided in Article 6
hereof for the purposes of this Guarantee, notwithstanding any stay, injunction
or other prohibition preventing such acceleration in respect of the obligations
guaranteed hereby, and (2) in the event of any declaration of acceleration of
such obligations as provided in Article 6 hereof, such obligations (whether or
not due and payable) will forthwith become due and payable by the Guarantor for
the purpose of this Guarantee.

     SECTION 11.02. Limitation on Guarantor Liability. The Guarantor, and by
its acceptance of Securities, each Holder, hereby confirms that it is the
intention of all such parties that the Guarantee not constitute a fraudulent
transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent
Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or
state law to the extent applicable to any Guarantee. To effectuate the
foregoing intention, the Trustee, the Holders and the Guarantor hereby
irrevocably agree that the obligations of such Guarantor will be limited to the
maximum amount that will, after giving effect to such maximum amount and all
other contingent and fixed liabilities of the Guarantor that are relevant under
such laws.

     SECTION 11.03. Execution and Delivery of Guarantee. To evidence its
Guarantee set forth in Section 10.01 hereof, the Guarantor hereby agrees that a
notation of such Note Guarantee will be endorsed by an Officer of the Guarantor
on each Security authenticated and delivered by the Trustee and that this
Indenture will be executed on behalf of the Guarantor by one of its Officers.

     The Guarantor hereby agrees that its Guarantee set forth in Section 10.01
hereof will remain in full force and effect notwithstanding any failure to
endorse on the Securities a notation of such Guarantee.

     If an Officer whose signature is on this Indenture or on the Guarantee no
longer holds that office at the time the Trustee authenticates the Securities
on which a Guarantee is endorsed, the Guarantee will be valid nevertheless.

     The delivery of any Securities by the Trustee, after the authentication
thereof hereunder, will constitute due delivery of the Guarantee set forth in
this Indenture on behalf of the Guarantor.


                                   ARTICLE 12

                                 MISCELLANEOUS

     SECTION 12.01. Trust Indenture Act Controls. If any provision of this
Indenture limits, qualifies or conflicts with the duties imposed by TIA Section
318(c), the imposed duties shall control.

     SECTION 12.02. Notices. Any notice or communication by the Company or the
Trustee shall be in writing and delivered in person or mailed by first class
mail (registered or certified, return receipt requested) or by overnight air
courier guaranteeing next day delivery, as follows:

     If to the Company:

          American Real Estate Partners, L.P.


                                       44


          American Real Estate Finance Corp.
          100 South Bedford Road
          Mount Kisco, New York 10549
          Telecopy: (914) 242-9282
          Attention: Felicia Buebel, Esq.

     With a copy to:

          DLA Piper Rudnick Gray Cary US LLP
          1251 Avenue of the Americas
          New York, New York 10020
          Telecopy: (212) 835-6001
          Attention: Steven L. Wasserman, Esq.

     If to the Trustee:

          Wilmington Trust Company Rodney Square North
          1100 North Market Street
          Wilmington, Delaware 19890
          Telecopier No.: (302) 636-4140
          Attention: Michael G. Oller

     The Company or the Trustee, by notice to the other may designate additional
or different addresses for subsequent notices or communications.

     Any notice or communication to a Holder shall be mailed to its address
shown on the register kept by the Registrar and shall be sufficiently given if
so mailed within the time prescribed.

     Failure to mail a notice or communication to a Holder or any defect in it
shall not affect its sufficiency with respect to other Holders. If a notice or
communication is mailed in the manner provided above within the time prescribed,
it is duly given, whether or not the addressee receives it.

     If the Company mails a notice or communication to Holders, it shall mail a
copy to the Trustee and each Agent at the same time.

     SECTION 12.03. Communication by Holders of Securities with Other Holders of
Securities. Holders may communicate pursuant to TIA Section 312(b) with other
Holders with respect to their rights under this Indenture or the Securities. The
Company, the Trustee, the Registrar and anyone else shall have the protection of
TIA Section 312(c).

     SECTION 12.04. Certificate and Opinion as to Conditions Precedent. Upon any
request or application by the Company to the Trustee to take any action under
this Indenture, the Company shall furnish, at the request of the Trustee, to the
Trustee:


                                       45



     (a) an Officers' Certificate in form and substance reasonably satisfactory
to the Trustee stating that, in the opinion of the signers, all conditions
precedent and covenants, if any, provided for in this Indenture relating to the
proposed action have been satisfied; and

     (b) an Opinion of Counsel in form and substance reasonably satisfactory to
the Trustee stating that, in the opinion of such counsel, all such conditions
precedent and covenants have been satisfied.

     SECTION 12.05. Statements Required in Certificate or Opinion. Each
certificate or opinion with respect to compliance with a condition or covenant
provided for in this Indenture shall include:

     (a) statement that the Person making such certificate or opinion has read
such covenant or condition;

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

     (c) a statement that, in the opinion of such person, he or she 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
satisfied; and

     (d) a statement as to whether or not, in the opinion of such person, such
condition or covenant has been satisfied.

     SECTION 12.06. Rules by Trustee, Paying Agent and Registrar. The Trustee
may make reasonable rules for action by or at a meeting of Holders. The
Registrar or Paying Agent may make reasonable rules and set reasonable
requirements for its functions.

     SECTION 12.07. No Personal Liability of Directors, Officers, Employees and
Stockholders. No director, officer, employee, incorporator or stockholder of the
Company as such shall have any liability for any obligations of the Company
under the Securities or this Indenture or for any claim based on, in respect of,
or by reason of, such obligations or their creation. Each Holder of Securities
by accepting a Security waives and releases all such liability. The waiver and
release are part of the consideration for issuance of the Securities.

     SECTION 12.08. GOVERNING LAW. THE INTERNAL LAW OF THE STATE OF NEW YORK
SHALL GOVERN AND BE USED TO CONSTRUE THIS INDENTURE AND THE SECURITIES WITHOUT
GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT
THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

     SECTION 12.09. No Adverse Interpretation of Other Agreements. This
Indenture may not be used to interpret any other indenture, loan or debt
agreement of the Company or its Subsidiaries or of any other Person. Any such
indenture, loan or debt agreement may not be used to interpret this Indenture.


                                       46



     SECTION 12.10. Successors. All agreements of the Company in this Indenture
and the Securities shall bind its successors. All agreements of the Trustee in
this Indenture shall bind its successors.

     SECTION 12.11. Severability. In case any provision in this Indenture or in
the Securities shall 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 12.12. Counterpart Originals. The parties may sign any number of
copies of this Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement.

     SECTION 12.13. Table of Contents, Headings, Etc. The Table of Contents,
Cross-Reference Table and Headings of the Articles and Sections of this
Indenture have been inserted for convenience of reference only, are not to be
considered a part of this Indenture and shall in no way modify or restrict any
of the terms or provisions hereof.

                         [Signatures on following page]


                                       47



                                   SIGNATURES

Dated as of __________ __, 20[__]       AMERICAN REAL ESTATE PARTNERS, L.P.

                                        By: American Property Investors, Inc. ,
                                            its general partner


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

                       [Signature Page to Base Indenture]


Dated as of __________ __, 20[__]       AMERICAN REAL ESTATE FINANCE CORP.


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

                       [Signature Page to Base Indenture]



Dated as of __________ __, 20[__]       WILMINGTON TRUST COMPANY


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

                       [Signature Page to Base Indenture]

                                        DLA Piper Rudnick Gray Cary US LLP
                                        1251 Avenue of the Americas
                                        New York, New York 10020-1104
                                        T 212.835.6000
                                        F 212.835.6001
                                        W www.dlapiper.com






April 21, 2006


American Real Estate Partners, L.P.
American Real Estate Finance Corp.
100 South Bedford Road
Mt. Kisco, NY 10549

Ladies and Gentlemen:

We have acted as counsel to American Real Estate Partners, L.P., a Delaware
limited partnership ("AREP"), and American Real Estate Finance Corp. ("AREP
Finance"), with respect to the preparation and filing of a Registration
Statement on Form S-3 (File No. 333-126069) with the Securities and Exchange
Commission (the "Commission") on June 23, 2005, as amended by Amendment No. 1 to
such Registration Statement to be filed with the Commission as of the date
hereof (as amended, the "Registration Statement"), in connection with the offer
and sale by AREP from time to time, pursuant to Rule 415 under the Securities
Act of 1933, as amended (the "Securities Act"), of:

     (a) depositary units representing limited partner interests in AREP (the
     "Depositary Units");

     (b) preferred units of AREP having rights senior to the Depositary Units
     (the "Preferred Units");

     (c) debt securities, which may be co-issued by AREP Finance, and which may
     be either senior debt securities or subordinated debt securities (the "Debt
     Securities");

     (d) a guarantee by AREP (the "Guarantee") with respect to any Debt
     Securities issued by AREP Finance; and

     (e) warrants to purchase Depositary Units, Preferred Units or Debt
     Securities evidenced by warrant certificates independently or together with
     any securities offered by a prospectus supplement (the "Warrants").

The Depositary units, the Preferred Units, the Debt Securities, the Guarantee
and the Warrants are collectively referred to herein as the "Securities" and
each, a "Security."





                                       American Real Estate Partners, L.P.
                                        American Real Estate Finance Corp.
                                                            April 21, 2006
                                                                    Page 2







In connection with the opinions expressed herein, we have examined originals or
copies, certified or otherwise identified to our satisfaction, of such corporate
or comparable documents, certificates of public officials and officers and
representatives of the general partner of AREP and the officers and
representatives of AREP Finance, and such other documents, records and
instruments, and we have made such inquiries of such officers and
representatives of the general partner of AREP and the officers and
representatives of AREP Finance, as we have deemed necessary or appropriate as a
basis for our opinion. In our examination, we have assumed the legal capacity of
all natural persons, the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, the conformity to original documents of
all documents submitted to us as certified or photostatic copies and the
authenticity of the originals of such latter documents. Based on the foregoing,
and subject to further limitations, qualifications and assumptions set forth
herein, we are of the opinion that:

     (a) The Depositary Units, upon receipt by AREP of such lawful consideration
     therefor as the Board of Directors of the general partner of AREP (or a
     duly authorized committee thereof) may determine, will be validly issued,
     fully paid and nonassessable.

     (b) The Preferred Units, upon receipt by AREP of such lawful consideration
     therefor as the Board of Directors of the general partner of AREP (or a
     duly authorized committee thereof) may determine, will be validly issued,
     fully paid and nonassessable.

     (c) The Debt Securities and the Guarantee, upon receipt by AREP and AREP
     Finance of such lawful consideration therefor as the Board of Directors of
     the general partner of AREP and the Board of Directors of AREP Finance (or
     a duly authorized committee thereof) may determine, will constitute valid
     and binding obligations of AREP and AREP Finance, respectively.

     (d) The Warrants, upon receipt by AREP of such lawful consideration
     therefor as the Board of Directors of the general partner of AREP (or a
     duly authorized committee thereof) may determine, will constitute valid and
     binding obligations of AREP.

In rendering the foregoing opinions, we have assumed that: (i) the Registration
Statement, and any amendments thereto, will have become effective (and will
remain effective at the time of issuance of any Securities thereunder); (ii) a
prospectus supplement describing each class and/or series of Securities offered
pursuant to the Registration Statement, to the extent required by applicable law
and relevant rules and regulations of the Commission, will be timely filed with
the Commission; (iii) the definitive terms of each class and/or series of
Securities will have been established in accordance with the authorizing
resolutions of the Board of Directors of the general partner of AREP and the
Board of Directors of AREP Finance, respectively (or a duly






                                             American Real Estate Partners, L.P.
                                              American Real Estate Finance Corp.
                                                                  April 21, 2006
                                                                          Page 3


authorized committee thereof), each of their respective organizational and
governing documents and applicable law; (iv) AREP and AREP Finance will issue
and deliver the Securities in the manner contemplated by the Registration
Statement and any Securities will have been duly authorized and reserved for
issuance; (v) the resolutions authorizing the issuance, offering and sale of the
Securities will have been adopted by the Board of Directors of the general
partner of AREP, if applicable, and the Board of Directors of AREP Finance and
will be in full force and effect at all times at which the Securities are
offered or sold by AREP and, if applicable, AREP Finance; (vi) a definitive
purchase, underwriting or similar agreement with respect to any Securities will
have been duly authorized and validly executed and delivered by the Board of
Directors of the general partner of AREP and the other parties thereto; and
(vii) all Securities will be issued in compliance with applicable federal and
state securities laws.

With respect to any Securities consisting of any series of Debt Securities and
with respect to the Guarantee, we have further assumed that: (i) such Debt
Securities and Guarantee will have been issued pursuant to an applicable
indenture that has been duly authorized, executed and delivered by AREP and AREP
Finance and the applicable trustee in a form approved by us, and such indenture
will have been qualified under the Trust Indenture Act of 1939 and will be
governed by and construed in accordance with New York law; and (ii) such Debt
Securities and Guarantee will be duly executed, authenticated, issued and
delivered in accordance with the provisions of the applicable indenture.

With respect to any Securities consisting of Preferred Units, we have further
assumed that AREP issues and delivers the units after an amendment to its
partnership agreement establishing the designations, preferences and rights of
the class or series of the Preferred Units being issued, and duly authorized,
executed and delivered by the general partner of AREP.

With respect to any Securities consisting of Warrants, we have further assumed
that (i) a Warrant agreement relating to the Warrants (the "Warrant Agreement")
to be entered into between AREP and an entity selected by AREP to act as the
Warrant agent (the "Warrant Agent") will have been duly authorized, executed and
delivered by the general partner of AREP, and (ii) the Warrants will be duly
authorized, executed and delivered by the general partner of AREP and the
Warrant Agent in accordance with the provisions of the Warrant Agreement.

The opinion expressed above is limited by, subject to and based on the
assumptions, limitations and qualifications set forth below:



                                             American Real Estate Partners, L.P.
                                              American Real Estate Finance Corp.
                                                                  April 21, 2006
                                                                          Page 4


     (a) The validity and binding effect of the Securities may be limited or
     affected by bankruptcy, reorganization, insolvency, fraudulent conveyance,
     moratorium or other similar laws relating to or affecting creditors' rights
     generally and by general equitable principles (regardless of whether such
     validity and binding effect are considered in a proceeding in equity or at
     law), and may be limited by applicable laws or policies underlying such
     laws.

     (b) The foregoing opinion is limited to the laws of the State of New York
     and the Delaware General Corporation Law and the Delaware Revised Uniform
     Limited Partnership Act. We do not express any opinion herein concerning
     the laws of any other jurisdiction.

We hereby consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement and to the reference to our firm under the
caption "Legal Matters" in the prospectus included in the Registration
Statement. In giving this consent, we do not thereby admit that we are included
in the category of persons whose consent is required under Section 7 of the
Securities Act or the rules and regulations of the Commission.

                                          Very truly yours,


                                         /s/ DLA PIPER RUDNICK GRAY CARY US LLP

                                                                    Exhibit 23.1



            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


The Board of Directors and Partners of
    AMERICAN REAL ESTATE PARTNERS, L.P.


We have issued our reports dated March 10, 2006, except for Note 8, as to which
the date is March 29, 2006, accompanying the consolidated financial statements
and schedule and management's assessment of the effectiveness of internal
control over financial reporting included in the Annual Report of American Real
Estate Partners, L.P. and Subsidiaries on Form 10-K and as amended on Form
10K/A for the year ended December 31, 2005 which are incorporated by reference
in this Registration Statement. We consent to the incorporation by reference in
the Registration Statement of the aforementioned reports and to the use of our
name as it appears under the caption "Experts."


                                        /s/ GRANT THORNTON LLP


New York, New York
April 17, 2006

                                                                    Exhibit 23.2

            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


The Board of Directors of
   AMERICAN PROPERTY INVESTORS, INC.


We have issued our report dated April 7, 2006 accompanying the balance sheet of
American Property Investors, Inc. as of December 31, 2005, which is incorporated
by reference in this Registration Statement. We consent to the incorporation by
reference in the Registration Statement of the aforementioned report and to the
use of our name as it appears under the caption "Experts."


                                                          /s/ GRANT THORNTON LLP

New York, New York
April 17, 2006

                                                                    Exhibit 23.3

            Consent of Independent Registered Public Accounting Firm

The Partners
American Real Estate Partners, L.P.:


We consent to the use of our reports dated November 29, 2005, with respect to
the consolidated statements of operations, changes in partners' equity and
comprehensive income, and cash flows of American Real Estate Partners, L.P. and
subsidiaries for the year ended December 31, 2003 and the related financial
statement schedule included in American Real Estate Partners, L.P.'s Annual
Report on Form 10-K/A for the year ended December 31, 2005, incorporated herein
by reference and to the reference to our firm under the heading "Experts" in
the prospectus.

                                                          /s/ KPMG LLP


New York, New York
April 17, 2006

                                                                    EXHIBIT 23.4


            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


The Board of Directors
GB Holdings, Inc. and subsidiaries:

We consent to the use of our report dated March 11, 2005, with respect to
the consolidated balance sheet of GB Holdings, Inc. and subsidiaries as of
December 31, 2004 and the related consolidated statements of operations, changes
in shareholder's equity, and cash flows for each of the years in the two-year
period ended December 31, 2004, incorporated by reference herein and to the
reference to our firm under the heading "Experts" in the prospectus. Our report
dated March 11, 2005 contains an explanatory paragraph that states that GB
Holdings has suffered recurring net losses, has a net working capital deficiency
and has significant debt obligations which are due within one year that raise
substantial doubt about its ability to continue as a going concern. The
consolidated financial statements and financial statement schedule do not
include any adjustments that might result from the outcome of that uncertainty.


                                 /s/ KPMG LLP

Short Hills, New Jersey
April 17, 2006

                                                                    EXHIBIT 23.5


  Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm

We consent to the reference to our firm under the caption "Experts" in
Amendment No.1 to the Registration Statement (Form S-3 No. 333-126069) and
related Prospectus of American Real Estate Partners L.P. for the registration
of $1,000,000,000 of its depositary and preferred units (each representing
limited partnership interests), debt securities, and warrants to purchase debt
securities, preferred units or depositary units, and to the incorporation by
reference therein of our report dated August 3, 2005, (except Note 18 as to
which the date is August 8, 2005) with respect to the consolidated financial
statements of WestPoint Stevens Inc. as of December 31, 2004 and 2003 and for
each of the three years in the period ended Decemeber 31, 2004 included in
American Real Estate Partners L.P.'s Form 8-K/A dated October 21, 2005, filed
with the Securities and Exchange Commission.


                                      /s/ ERNST & YOUNG LLP
Atlanta, Georgia
April 17, 2006

                                                                    EXHIBIT 23.6

           CONSENT OF INDEPENDENT PETROLEUM ENGINEERS AND GEOLOGISTS

      We hereby consent to the incorporation of the references to DeGolyer and
MacNaughton and to the use by reference of information contained in our
"Appraisal Report as of December 31, 2003 on Certain Properties owned by NEG
Operating LLC," "Appraisal Report as of December 31, 2004 on Certain Properties
owned by NEG Operating LLC," and "Appraisal Report as of December 31, 2005 on
Certain Properties owned by NEG Operating LLC" (our Reports) in the "Experts"
section of the American Real Estate Partners, L.P. Form S-3 (Registration
Statement).

      We further consent to the reference to DeGolyer and MacNaughton as experts
in the Form S-3, including the prospectus included therein.

                                                    Very truly yours,

                                                    /s/ DeGolyer and MacNaughton
                                                    ----------------------------
                                                    DeGOLYER and MacNAUGHTON

Dallas, Texas
April 17, 2006

                                                                    Exhibit 23.7

          CONSENT OF INDEPENDENT PETROLEUM ENGINEERS AND GEOLOGISTS

As independent petroleum engineers and geologists, we hereby consent to the
inclusion of the information included or incorporated by reference in this
Registration Statement Form S-3 with respect to the oil and gas reserves of NEG
Operating LLC, as of December 31, 2003; December 31, 2004; and December 31,
2005, which information has been included or incorporated by reference in this
Registration Statement Form S-3 in reliance upon the reports of this firm and
upon the authority of this firm as experts in petroleum engineering. We hereby
further consent to all references to our firm included in this Registration
Statement Form S-3.



                                     NETHERLAND, SEWELL & ASSOCIATES, INC.

                                     By: /s/ Frederic D. Sewell, P.E.
                                         ------------------------------------
                                         Frederic D. Sewell, P.E.
                                         Chairman and Chief Executive Officer

Dallas, Texas
April 17, 2006

                                                                    Exhibit 23.8

          CONSENT OF INDEPENDENT PETROLEUM ENGINEERS AND GEOLOGISTS

As independent petroleum engineers and geologists, we hereby consent to the
inclusion of the information included or incorporated by reference in this
Registration Statement Form S-3 with respect to the oil and gas reserves of
National Onshore LP, as of December 31, 2003; December 31, 2004; and
December 31, 2005, which information has been included or incorporated by
reference in this Registration Statement Form S-3 in reliance upon the reports
of this firm and upon the authority of this firm as experts in petroleum
engineering. We hereby further consent to all references to our firm included
in this Registration Statement Form S-3.



                                     NETHERLAND, SEWELL & ASSOCIATES, INC.

                                     By: /s/ Frederic D. Sewell, P.E.
                                         ____________________________________
                                         Frederic D. Sewell, P.E.
                                         Chairman and Chief Executive Officer

Dallas, Texas
April 17, 2006

                                                                    Exhibit 23.9


           CONSENT OF INDEPENDENT PETROLEUM ENGINEERS AND GEOLOGISTS


As independent petroleum engineers and geologists, we hereby consent to the
inclusion of the information included or incorporated by reference in this
Registration Statement Form S-3 with respect to the oil and gas reserves of
National Offshore LP as of December 31, 2004, and December 31, 2005, which
information has been included or incorporated by reference in this Registration
Statement Form S-3 in reliance upon the reports of this firm and upon the
authority of this firm as experts in petroleum engineering. We hereby further
consent to all references to our firm included in this Registration Statement
Form S-3.


                                         NETHERLAND, SEWELL & ASSOCIATES, INC.




                                         By: /s/ Frederic D. Sewell, P.E.
                                            ---------------------------------
                                            Frederic D. Sewell, P.E.
                                            Chairman and Chief Executive Officer

Dallas, Texas
April 17, 2006

                                                                   EXHIBIT 23.10

                   CONSENT OF INDEPENDENT PETROLEUM ENGINEERS

We hereby consent to the reference to Prator Bett, L.L.C. and to the use by
reference of information contained in our reports dated January 19, 2005 and
February 13, 2004, presenting "Estimated Future Reserves and Revenues" effective
December 31, 2004 and December 31, 2003, respectively (our Reports) of certain
properties then owned by NEG Operating LLC in the "Experts" section of Amendment
No. 1 of Form S-3 Registration Statement of American Real Estate Partners, L.P.
and American Real Estate Finance Corp. However, since the estimates of crude oil
and natural gas reserves set forth in our Report have been combined with reserve
estimates of other petroleum consultants, we are necessarily unable to verify
the accuracy of the reserves estimates contained in the aforementioned
Registration Statement.

                                                    /s/ M. Drayton Prator
                                                    ----------------------------
                                                    PRATOR BETT, L.L.C
Houston, Texas

April 17, 2006