<PAGE>
                                                                     Exhibit 4.5

                                                                  CONFORMED COPY







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


                          CONTINENTAL CABLEVISION, INC.



                                       and

                       THE FIRST NATIONAL BANK OF CHICAGO,

                                   as Trustee

                                   ----------



                                    INDENTURE

                            Dated as of June 1, 1993

                                   ----------



                                  $300,000,000

                   9% Senior Debentures Due September 1, 2008

          ============================================================
<PAGE>
                               TABLE OF CONTENTS*

<TABLE>
<CAPTION>
                                                           Page
                                                           ----
<S>                                                        <C>
PARTIES..............................................       1
RECITALS.............................................       1
     Purpose of Indenture............................       1
     Form of Face of Debenture.......................       1
     Form of Trustee's Certificate of
       Authentication................................       3
     Form of Reverse of Debenture....................       4
     Option of Holder to Elect Redemption............       8


                                   ARTICLE ONE
                                   DEFINITIONS

SECTION 1.01    Definitions..........................       9
                Acceleration Notice..................       9
                Accreted Value.......................       9
                Affiliate............................      10
                Annualized Cash Flow.................      10
                Banking Day..........................      10
                Board of Directors...................      10
                Capital Stock........................      10
                Common Stock.........................      10
                Company..............................      11
                Credit Agreement.....................      11
                Debenture or Debentures;
                Outstanding........................        11
                Debentureholder......................      11
                Defaulted Interest...................      11
                Event of Default.....................      12
                Exempt Indebtedness..................      12
                Exempt Repurchase....................      12
                GAAP.................................      12
                Indebtedness.........................      13
                Indenture............................      13
                Initial Tender Period................      14
                Interest Rate Agreement..............      14
                Lien.................................      14
</TABLE>

--------

         * This table of contents shall not, for any purpose, be deemed to be a
part of the Indenture.


                                       -i-
<PAGE>
<TABLE>
<CAPTION>
                                                           Page
                                                           ----
<S>                                                        <C>
                1998-1999 Share Repurchase
                  Program............................      15
                1992 Preferred Stock.................      15
                Officers' Certificate................      15
                Operating Cash Flow..................      15
                Opinion of Counsel...................      16
                Person...............................      16
                Pre-Acceleration Notice..............      16
                Predecessor Debenture................      16
                Preferred Event Put Notice...........      16
                Preferred Event Redemption Date......      16
                Preferred Event Redemption Price.....      16
                            Preferred Stock Change
                  of Control Event...................      17
                Preferred Stock Redemption Payment...      17
                Principal Office of the Trustee......      17
                Principal Property...................      17
                Proposed Date........................      17
                Put Option Borrowing.................      17
                Put Option Redemption Date...........      18
                Put Option Redemption Price..........      18
                Put Option Stock Repurchase..........      18
                Put Option Transaction...............      18
                Put Option Transaction Date..........      18
                Responsible Officer..................      18
                Restricted Group.....................      18
                Restricted Payments..................      18
                Restricted Stock Purchase
                  Agreement..........................      18
                Restricted Subsidiary................      18
                Revolving Credit Agreement...........      19
                Stock Liquidation Agreement..........      19
                Subsidiary...........................      19
                Tender Discharge Date................      19
                Tender Period........................      19
                Total Interest Expense...............      19
                Trust Indenture Act of 1939..........      20
                Trustee..............................      20
                2003 Notes...........................      20
                Unrestricted Subsidiary..............      20
                U.S. Government Obligations..........      20
                Vice President.......................      20
</TABLE>


                                       -ii-
<PAGE>
                                   ARTICLE TWO
                 ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND
                             EXCHANGE OF DEBENTURES

<TABLE>
<CAPTION>
                                                           Page
                                                           ----
<S>                                                        <C>
SECTION 2.01   Designation, Amount and Issue of
                 Debentures...........................      21
        2.02   Form of Debentures.....................      21
        2.03   Date and Denomination of Debentures....      21
        2.04   Execution of Debentures................      23
        2.05   Exchange and Registration of
                 Debentures; Transfer of Debentures...      24
        2.06   Mutilated, Destroyed, Lost or
                 Stolen Debentures....................      25
        2.07   Temporary Debentures...................      26
        2.08   Cancellation of Debentures Paid, etc...      26

                                  ARTICLE THREE
                     REDEMPTION OF DEBENTURES; REDEMPTION AT
                            THE OPTION OF THE HOLDERS

SECTION 3.01   Redemption Prices......................     26
        3.02   Redemption at the Option of the
                 Holder - Preferred Stock
                 Redemption Payment...................     27
        3.03   Redemption at the Option of the
                 Holder - Exempt Repurchases
                 and Borrowing........................     29
        3.04   Mailing of Notices.....................     32
        3.05   Cancellation of Debentures
                 after Redemption.....................     32



                                  ARTICLE FOUR
                       PARTICULAR COVENANTS OF THE COMPANY

SECTION 4.01   Payment of Principal, Premium and
                 Interest............................      32
        4.02   Offices for Notices and Payments,
                 etc.................................      32
        4.03   Appointments to Fill Vacancies
                 in Trustee's Office.................      33
</TABLE>


                                      -iii-
<PAGE>
<TABLE>
<CAPTION>
                                                           Page
                                                           ----
<S>                                                        <C>
        4.04   Provision as to Paying Agent..........      33
        4.05   Corporate Existence and Maintenance
                 of Properties.......................      34
        4.06   Restricted Payments...................      34
        4.07   Limitation on Indebtedness............      35
        4.08   Limitation on Investment in
                 Unrestricted Subsidiaries...........      35
        4.09   Transactions with Stockholders and
                 Affiliates..........................      36
        4.10   Certificate to Trustee................      36
        4.11  Limitation on Liens...................       36


                                  ARTICLE FIVE
                DEBENTUREHOLDERS LISTS AND REPORTS BY THE COMPANY
                                 AND THE TRUSTEE

SECTION 5.01   Debentureholders Lists................      37
        5.02   Reports by the Company................      38
        5.03   Reports by the Trustee................      39



                                   ARTICLE SIX
                  REMEDIES OF THE TRUSTEE AND DEBENTUREHOLDERS
                    ON THE OCCURRENCE OF AN EVENT OF DEFAULT


SECTION 6.01   Events of Default.....................      39
        6.02   Payment of Debentures on Default;
                 Suit Therefor.......................      42
        6.03   Application of Monies Collected
                 by Trustee..........................      44
        6.04   Proceedings by Debentureholder........      45
        6.05   Proceedings by Trustee................      46
        6.06   Remedies Cumulative and Continuing....      46
        6.07   Direction of Proceedings and Waiver
                 of Defaults by Majority
                 Debentureholders....................      46
</TABLE>


                                      -iv-
<PAGE>
                                  ARTICLE SEVEN
                             CONCERNING THE TRUSTEE
<TABLE>
<CAPTION>
                                                           Page
                                                           ----
<S>                                                        <C>
SECTION 7.01   Duties and Responsibilities of
                 Trustee; During Default;
                 Prior to Default....................      47
        7.02   Certain Rights of the Trustee.........      48
        7.03   No Responsibility for Recitals, etc...      50
        7.04   Trustee, Paying Agents or Registrar
                 May Own Debentures..................      50
        7.05   Monies to Be Held in Trust............      50
        7.06   Compensation and Expenses of
                 Trustee.............................      50
        7.07   Officers' Certificate as Evidence.....      51
        7.08   Eligibility of Trustee................      51
        7.09   Resignation or Removal of Trustee.....      51
        7.10   Acceptance by Successor Trustee.......      53
        7.11   Succession by Merger, etc.............      54
        7.12   Disqualification; Conflicting
                 Interests...........................      54


                                  ARTICLE EIGHT
                         CONCERNING THE DEBENTUREHOLDERS

SECTION 8.01   Action by Debentureholders............      54
        8.02   Proof of Execution by
                 Debentureholders; Record Date.......      55
        8.03   Who Are Deemed Absolute Owners........      55
        8.04   Company-Owned Debentures Disregarded..      56
        8.05   Revocation of Consents; Future
                 Holders Bound.......................      56


                                  ARTICLE NINE
                           DEBENTUREHOLDERS' MEETINGS

SECTION  9.01  Purposes of Meetings..................      56
         9.02  Call of Meetings by Trustee...........      57
         9.03  Call of Meetings by Company or
                 Debentureholders....................      57
         9.04  Qualifications for Voting.............      58
</TABLE>


                                      -v-
<PAGE>
<TABLE>
<CAPTION>
                                                           Page
                                                           ----
<S>                                                        <C>
         9.05  Regulations...........................      58
         9.06  Voting................................      59
         9.07  No Delay of Rights by Meeting.........      59


                                   ARTICLE TEN
                             SUPPLEMENTAL INDENTURES

SECTION 10.01  Supplemental Indentures without
                 Consent of Debentureholders........       60
        10.02  Supplemental Indentures with Consent
                 of Debentureholders.................      61
        10.03  Compliance with Trust Indenture Act;
                 Effect of Supplemental Indentures...      62
        10.04  Notation on Debentures................      62
        10.05  Evidence of Compliance of Supple-
                 mental Indenture to Be Furnished
                 to the Trustee......................      62


                                 ARTICLE ELEVEN
                CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE

SECTION 11.01  Company May Consolidate, etc., on
                 Certain Terms.......................      62
        11.02  Successor Corporation to Be
                 Substituted.........................      63
        11.03  Opinion of Counsel to Be Given
                 to Trustee..........................      64


                                 ARTICLE TWELVE
                     SATISFACTION AND DISCHARGE OF INDENTURE

SECTION 12.01  Discharge of Indenture................      64
        12.02  Deposited Monies to Be Held in Trust
                 by Trustee..........................      65
        12.03  Paying Agent to Repay Monies Held.....      65
        12.04  Return of Unclaimed Monies............      65
</TABLE>


                                      -vi-
<PAGE>
                                ARTICLE THIRTEEN
                                   DEFEASANCE
<TABLE>
<CAPTION>
                                                           Page
                                                           ----
<S>                                                        <C>
SECTION 13.01  Defeasance in Respect of
                 the Debentures......................      65


                                ARTICLE FOURTEEN
                    IMMUNITY OF INCORPORATORS, STOCKHOLDERS,
                             OFFICERS AND DIRECTORS

SECTION 14.01  Indenture and Debentures Solely
                 Corporate Obligations...............      67


                                 ARTICLE FIFTEEN
                            MISCELLANEOUS PROVISIONS

SECTION 15.01  Provisions Binding on Company's
                 Successors..........................      68
        15.02  Official Acts by Successor
                 Corporation.........................      68
        15.03  Addresses for Notices, etc............      68
        15.04  Governing Law.........................      68
        15.05  Evidence of Compliance with
                 Conditions Precedent................      69
        15.06  Legal Holidays........................      69
        15.07  Trust Indenture Act to Control........      69
        15.08  No Security Interest Created..........      69
        15.09  Benefits of Indenture.................      70
        15.10  Table of Contents, Headings, etc......      70
        15.11  Execution in Counterparts.............      70
Signatures...........................................      71

Acknowledgments......................................      72
</TABLE>


                                     -vii-
<PAGE>
         THIS INDENTURE dated as of June 1, 1993 between CONTINENTAL
CABLEVISION, INC., a Delaware corporation (hereinafter sometimes called the
"Company"), and THE FIRST NATIONAL BANK OF CHICAGO, as trustee hereunder
(hereinafter sometimes called the "Trustee"),

                              W I T N E S S E T H:

         WHEREAS, for its lawful corporate purposes, the Company has duly
authorized the issue of its 9% Senior Debentures Due September 1, 2008
(hereinafter sometimes called the "Debentures"), in an aggregate principal
amount not to exceed $300,000,000 (except as otherwise provided below) and, to
provide the terms and conditions upon which the Debentures are to be
authenticated, issued and delivered, the Company has duly authorized the
execution and delivery of this Indenture; and

         WHEREAS, the Debentures and the certificate of authentication to be
borne by the Debentures are to be substantially in the following forms,
respectively:

                           [FORM OF FACE OF DEBENTURE]

No. R-                                                           $

                          CONTINENTAL CABLEVISION, INC.

                    9% Senior Debenture Due September 1, 2008

         CONTINENTAL CABLEVISION, INC., a corporation duly organized and
existing under the laws of the State of Delaware (herein called the "Company"),
for value received, hereby promises to pay to , or registered assigns, the
principal sum of Dollars on September 1, 2008 at the office or agency of the
Company maintained for that purpose in the Borough of Manhattan, The City of New
York, in such coin or currency of the United States of America as at the time of
payment shall be legal tender for the payment of public and private debts, and
to pay interest, semi-annually on September 1 and March 1 of each year,
commencing September 1, 1993 on said principal sum at said office or agency, in
like coin or currency, at the rate per annum specified in the title of this
Debenture, from the September 1 or the March 1, as the case may be, next
preceding the date of this Debenture to which interest has been paid or duly
provided for, unless the date hereof is a date to which interest has been paid
or duly provided for, in which case from the date of this Debenture, or unless
no interest has been paid or duly provided for on the Debentures, in which case
from June 3, 1993 until payment of said principal sum has been made or
<PAGE>
duly provided for. Notwithstanding the foregoing, if the date hereof is after
any August 15 or February 15, as the case may be, and before the following
September 1 or March 1, this Debenture shall bear interest from such September 1
or March 1; provided, however, that if the Company shall default in the payment
of interest due on such September 1 or March 1, then this Debenture shall bear
interest from the next preceding September 1 or March 1 to which interest has
been paid or duly provided for or, if no interest has been paid or duly provided
for on the Debentures, from June 3, 1993. The interest so payable on any
September 1 or March 1 will be paid to the person in whose name this Debenture
(or one or more predecessor Debentures) is registered at the close of business
on the record date which shall be the August 15 or February 15 (whether or not a
business day) next preceding such September 1 or March 1; provided that any such
interest not punctually paid or duly provided for shall be payable as provided
in the Indenture. Interest will be computed on the basis of a 360-day year of
twelve 30-day months. Interest may, at the option of the Company, be paid by
check mailed to the registered address of such person.

         Reference is made to the further provisions of this Debenture set forth
on the reverse side hereof. Such further provisions shall for all purposes have
the same effect as though fully set forth at this place.

         This Debenture shall be deemed to be a contract made under the laws of
the State of New York, and for all purposes shall be construed in accordance
with and governed by the laws of said State.

         This Debenture shall not be valid or become obligatory for any purpose
until the certificate of authentication hereon shall have been manually signed
by the Trustee under the Indenture.


                                      -2-
<PAGE>
         IN WITNESS WHEREOF, CONTINENTAL CABLEVISION, INC. has caused this
instrument to be duly executed.


Dated:


                                                 CONTINENTAL CABLEVISION, INC.



                                                 By
                                                   -----------------------------
                                                            [Title]

Attest:


-----------------------------
          [Title]

                [FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION]

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

         This is one of the Debentures described in the within-mentioned
Indenture.

                                             THE FIRST NATIONAL BANK OF CHICAGO,
                                                 as Trustee

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


                                      -3-
<PAGE>
                         [FORM OF REVERSE OF DEBENTURE]

                          CONTINENTAL CABLEVISION, INC.

                    9% Senior Debenture Due September 1, 2008

         1. This Debenture is one of a duly authorized issue of Debentures of
the Company, designated as its 9% Senior Debentures Due September 1, 2008
(herein called the "Debentures"), limited (except as otherwise provided in the
Indenture mentioned below) to the aggregate principal amount of $300,000,000,
all issued or to be issued under and pursuant to an Indenture dated as of June
1, 1993 (herein called the "Indenture"), duly executed and delivered in the
Borough of Manhattan, The City of New York, the State of New York, by the
Company to The First National Bank of Chicago, Trustee (herein called the
"Trustee"), to which Indenture and all indentures supplemental thereto reference
is hereby made for a description of the rights, limitations of rights,
obligations, duties and immunities thereunder of the Trustee, the Company and
the holders of the Debentures.

         2. In case an Event of Default, as defined in the Indenture, shall have
occurred and be continuing, the principal hereof may be declared, and upon such
declaration shall become, due and payable, in the manner, with the effect and
subject to the conditions provided in the Indenture.

         3. The Indenture contains provisions permitting the Company and the
Trustee, with the consent of the holders of a majority in aggregate principal
amount of the Debentures at the time outstanding, evidenced as in the Indenture
provided, to execute supplemental indentures adding any provisions to or
changing in any manner or eliminating any of the provisions of the Indenture or
of any supplemental indenture or modifying in any manner the rights of the
holders of the Debentures; provided, however, that no such supplemental
indenture shall (i) extend the fixed maturity of any Debenture, or reduce the
rate or extend the time of payment of interest thereon, or reduce the principal
amount thereof or any premium thereon, or make the principal thereof or any
premium or interest thereon payable in any coin or currency other than that
hereinbefore provided without the consent of the holder of each Debenture so
affected or (ii) reduce the aforesaid percentage of Debentures, the holders of
which are required to consent to any such supplemental indenture, without the
consent of the holders of all Debentures then outstanding. It is also provided
in the Indenture that, prior to any declaration accelerating the maturity of the
Debentures, the holders of a majority in aggregate principal amount of the
Debentures at the time outstanding may on behalf of the holders


                                      -4-
<PAGE>
of all of the Debentures waive any past default or Event of Default under the
Indenture and its consequences except a default in the payment of interest or
any premium on or the principal of any of the Debentures. Any such consent or
waiver by the holder of this Debenture (unless revoked as provided in the
Indenture) shall be conclusive and binding upon such holder and upon all future
holders and owners of this Debenture and any Debentures which may be issued in
exchange or substitution therefor, irrespective of whether or not any notation
thereof is made upon this Debenture or such other Debentures.

         4. No reference herein to the Indenture and no provision of this
Debenture or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of and any
premium and interest on this Debenture at the place, at the respective times, at
the rate and in the coin or currency herein prescribed.

         5. The Debentures are issuable in registered form without coupons in
denominations of $100,000 and any multiple of $100,000. At the office or agency
of the Company in the Borough of Manhattan, The City of New York and in the
manner and subject to the limitations provided in the Indenture, but without
payment of any service charge, Debentures may be exchanged for a like aggregate
principal amount of Debentures of other authorized denominations.

         6. The Debentures may not be called for redemption prior to maturity,
except pursuant to paragraphs 7 and 8 hereof.

         7. If the Company proposes to make certain cash redemptions (a
"Preferred Stock Redemption Payment", as defined in the Indenture) with respect
to its 1992 Preferred Stock (as defined in the Indenture), the Company shall
mail notice thereof (the "Preferred Event Put Notice", as defined in the
Indenture) to each holder of Debentures at his last registered address at least
31 and no more than 60 days before the proposed date of such Preferred Stock
Redemption Payment. For 30 days from the date of the Preferred Event Put Notice,
or such longer period as the Company may elect by written notice to the holders
of the Debentures (the "Tender Period", as defined in the Indenture), each
holder of the Debentures shall have the right to tender his Debentures to the
Company and thereby require the Company to redeem, on the date (if any) of the
Preferred Stock Redemption Payment (which shall be (i) at least 31 and no more
than 60 days after the date of the Preferred Event Put Notice and (ii) no more
than 5 days after the last day of the Tender Period), all, but not less than
all, of such holder's Debentures at the principal amount thereof together with
accrued interest to the date fixed for redemption. Such date will be the same
date as the date on which the Company repurchases any 2003 Notes (as defined in
the


                                      -5-
<PAGE>
Indenture) as a result of a Preferred Stock Redemption Payment. If the proposed
Preferred Stock Redemption Payment is not made on or prior to the earlier to
occur of (i) the 60th day after the date of the Preferred Event Put Notice with
respect thereto or (ii) the 5th day after the last day of the Tender Period, the
Company will no longer have the right or obligation to redeem Debentures
tendered in connection with, and as a result of, such proposed Preferred Stock
Redemption Payment and the Company shall cause the Debentures tendered by each
holder to be returned to such holder. The Company shall not thereafter make a
Preferred Stock Redemption Payment unless a subsequent Preferred Event Put
Notice has been sent to the holders of the Debentures in connection therewith.
If the Company has previously satisfied and discharged the Indenture or has
previously effected a defeasance with respect to the Debentures, the right of a
holder to require such a redemption shall expire.

         8. If the Company or one of its Restricted Subsidiaries (as defined in
the Indenture) proposes to make certain repurchases with respect to the Common
Stock (as so defined) or certain borrowings, and immediately after any such
repurchase or borrowing (and related transactions) the aggregate Indebtedness
(as so defined) of the Company and its Restricted Subsidiaries would exceed
certain specified levels (each a "Put Option Transaction", as defined in the
Indenture), the Company shall mail notice thereof to each holder of the
Debentures at his last registered address not less than 15 days nor more than 45
days before the proposed date of such Put Option Transaction. On the date the
Put Option Transaction takes place (which shall be no more than 30 days after
the date proposed in the initial notice provided by the Company), the Company
will mail notice thereof to each holder of the Debentures at his last registered
address. For 30 days from the date of such notice, each holder of the Debentures
shall have the right to tender his Debentures to the Company and thereby require
the Company to redeem all, but not less than all, of such holder's Debentures at
a price equal to the principal amount of such Debentures plus accrued interest
thereon to the date fixed for redemption (which shall be thirty-five days from
the date on which the Put Option Transaction takes place), plus a premium
(expressed as a percentage of the principal amount redeemed) determined as
follows:


                                      -6-
<PAGE>
         If redeemed during the 12-month period ending August 31, of the years
indicated,

<TABLE>
<CAPTION>
Year         Premium           Year           Premium
----         -------           ----           -------
<S>          <C>               <C>            <C>
1994         9.0000%           2001           4.1538%
1995         8.3077%           2002           3.4615%
1996         7.6154%           2003           2.7692%
1997         6.9231%           2004           2.0769%
1998         6.2308%           2005           1.3846%
1999         5.5385%           2006           0.6923%
2000         4.8462%           2007 and
                               thereafter        -0-
</TABLE>

If the Company shall redeem any of the Debentures on the date fixed for
redemption, the option of the holders of Debentures to require the Company to
redeem the Debentures pursuant to this paragraph 8 shall have no further effect
and certain covenants of the Company shall cease to have any further force and
effect as set forth in the Indenture. If the Company has previously satisfied
and discharged the Indenture or has previously effected a defeasance with
respect to the Debentures, the right of a holder to request such a redemption
shall expire.

         9. Upon due presentment for registration of transfer of this Debenture
at the office or agency of the Company in the Borough of Manhattan, The City of
New York, a new Debenture or Debentures of authorized denominations for an equal
aggregate principal amount will be issued to the transferee in exchange
therefor, subject to the limitations provided in the Indenture, without charge
except for any tax or other governmental charge imposed in connection therewith.

         10. The Company, the Trustee, any paying agent and any Debenture
registrar may deem and treat the registered holder hereof as the absolute owner
of this Debenture (whether or not this Debenture shall be overdue and
notwithstanding any notation of ownership or other writing hereon) for the
purpose of receiving payment hereof, or on account hereof and for all other
purposes, and neither the Company nor the Trustee nor any paying agent nor any
Debenture registrar shall be affected by any notice to the contrary. All
payments made to or upon the order of such registered holder shall, to the
extent of the sum or sums paid, satisfy and discharge liability for monies
payable on this Debenture.

         11. No recourse for the payment of the principal of or any premium or
interest on this Debenture, or for any claim based hereon or otherwise in
respect hereof, and no recourse under or upon any obligation, covenant or
agreement of the Company in the


                                      -7-
<PAGE>
Indenture or any indenture supplemental thereto or in any Debenture, or because
of the creation of any indebtedness represented thereby, shall be had against
any incorporator, stockholder, officer or director, as such, past, present or
future, of the Company or of any successor corporation, either directly or
through the Company or any successor corporation, whether by virtue of any
constitution, statute or rule of law or by the enforcement of any assessment or
penalty or otherwise, all such liability being, by the acceptance hereof and as
part of the consideration for the issue hereof, expressly waived and released.

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


                      OPTION OF HOLDER TO ELECT REDEMPTION

         If you want to elect to have this Debenture redeemed in its entirety by
the Company pursuant to Section 3.02 or 3.03 of the Indenture, check the box:



Dated:                          Your Signature:
                                               ---------------------------------
                                               (Sign exactly as name appears on
                                               the other side of this Debenture)



Signature Guarantee:
                    -----------------------------------------
                    (Signature must be guaranteed by a member
                    firm of the New York Stock Exchange or a
                    commercial bank or trust company)


                                      -8-
<PAGE>
         AND WHEREAS, all acts and things necessary to make the Debentures, when
executed by the Company and authenticated and delivered by the Trustee, as in
this Indenture provided, and issued, valid, binding and legal obligations of the
Company, and to constitute these presents a valid agreement according to its
terms, have been done and performed, and the execution of this Indenture and the
issue hereunder of the Debentures have in all respects been duly authorized;

         NOW, THEREFORE, THIS INDENTURE WITNESSETH:

         That in order to declare the terms and conditions upon which the
Debentures are, and are to be, authenticated, issued and delivered, and in
consideration of the premises, of the purchase and acceptance of the Debentures
by the holders thereof and of the sum of one dollar duly paid to it by the
Trustee at the execution of these presents, the receipt whereof is hereby
acknowledged, the Company covenants and agrees with the Trustee for the equal
and proportionate benefit of the respective holders from time to time of the
Debentures (except as otherwise provided below), as follows:

                                   ARTICLE ONE

                                   DEFINITIONS

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

         Acceleration Notice: The term "Acceleration Notice" shall have the
meaning specified in Section 6.01.

         Accreted Value: The term "Accreted Value", for each share of 1992
Preferred Stock, as of any date, shall mean the sum of $350 and an amount
calculated to provide the holder of a share of 1992 Preferred Stock, as of such
date, with a yield of 8% thereon, compounded semi-annually in arrears, from the
date


                                      -9-
<PAGE>
issued to and including such date, provided that such Accreted Value shall be
reduced by the fair market value at such date of any dividends or distributions
which have been previously paid on such share of 1992 Preferred Stock, assuming
the same 8% per annum yield from the date of payment of such dividend or
distribution and compounded on the same basis. The fair market value of any
non-cash dividend or distribution shall be (a) in the case of any securities,
the current market price of such securities (determined in accordance with the
terms of the Company's Certificate of Incorporation); and (b) in the case of any
other property, the fair market value of such property on a fully-distributed
basis as determined at the time of such distribution by investment bankers
mutually agreeable to the Company and the holders of a majority of the voting
power represented by the outstanding shares of 1992 Preferred Stock.

         Affiliate: The term "Affiliate" shall mean, as to any Person, any other
Person directly or indirectly controlling, controlled by, or under common
control with, that Person. For the purposes of this definition, "control"
(including, with correlative meanings, the terms "controlling", "controlled by"
and "under common control with") as applied to any Person, means the possession,
directly or indirectly, of the power to direct or cause the direction of the
management and policies of that Person, whether through the ownership of voting
securities, by contract or otherwise.

         Annualized Cash Flow: The term "Annualized Cash Flow" shall mean
Operating Cash Flow for the latest fiscal quarter for which financial statements
are available multiplied by four.

         Banking Day: The term "Banking Day" shall mean any day other than a day
on which commercial banks are required to close in the Borough of Manhattan, the
City of New York.

         Board of Directors: The term "Board of Directors" shall mean the Board
of Directors of the Company, or the Executive Committee thereof, as from time to
time constituted, or any other committee of such Board duly authorized to act
for it in respect of matters pertaining to this Indenture.

         Capital Stock: The term "Capital Stock" shall mean, with respect to any
Person, any and all shares, interests, participations or other equivalents
(however designated) of such Person's capital stock whether now outstanding or
issued after the date of this Indenture, including, without limitation, all
Common Stock and 1992 Preferred Stock.

         Common Stock: The term "Common Stock" shall mean the Common Stock of
the Company.


                                      -10-
<PAGE>
         Company: The term "Company" shall mean Continental Cablevision, Inc., a
Delaware corporation, and subject to the provisions of Article Eleven, shall
include its successors and assigns.

         Credit Agreement: The term "Credit Agreement" shall mean that certain
Credit Agreement dated as of May 1, 1989, as amended and restated as of July 30,
1990, among the Company, the Restricted Subsidiaries and certain financial
institutions, as amended from time to time.

         Debenture or Debentures; Outstanding. The terms "Debenture" or
"Debentures" shall mean any Debenture or Debentures, as the case may be,
authenticated and delivered under this Indenture.

         The term "outstanding", when used with reference to Debentures, shall,
subject to the provisions of Section 8.04, mean, as of any particular time, all
Debentures authenticated and delivered by the Trustee under this Indenture,
except

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

                  (b) Debentures for the payment or redemption of which monies
         in the necessary amount shall have been deposited in trust with the
         Trustee or with any paying agent (other than the Company) or shall have
         been set aside and segregated in trust by the Company (if the Company
         shall act as its own paying agent), provided that if such Debentures
         are to be redeemed prior to the maturity thereof, notice of such
         redemption shall have been given as in Article Three provided, or
         provision satisfactory to the Trustee shall have been made for giving
         such notice; and

                  (c) Debentures in lieu of or in substitution for which other
         Debentures shall have been authenticated and delivered pursuant to the
         terms of Section 2.06 unless proof satisfactory to the Trustee is
         presented that any such Debentures are held by bona fide holders in
         whose hands the Debentures are valid obligations of the Company.

         Debentureholder: The terms "Debentureholder" or "holder of Debentures",
or other similar terms, shall mean any person in whose name at the time a
particular Debenture is registered on the books of the Company kept for that
purpose in accordance with the terms hereof.

         Defaulted Interest: The term "Defaulted Interest" shall have the
meaning specified in Section 2.03.


                                      -11-
<PAGE>
         Event of Default: The term "Event of Default" shall mean any event
specified in Section 6.01, continued for the period of time, if any, and after
the giving of the notice, if any, therein designated.

         Exempt Indebtedness: The term "Exempt Indebtedness" shall mean
Indebtedness or any portion thereof specifically incurred or to be incurred (in
either instance, within 75 days of the Exempt Repurchase to which it relates)
for the purpose of making an Exempt Repurchase, or a refinancing thereof.

         Exempt Repurchase: The term "Exempt Repurchase" shall mean the
repurchase by the Company at any time and from time to time of up to 751,305
shares of its Common Stock which are subject to the 1998-1999 Share Repurchase
Program, provided, that the Company shall have received prior to any such
repurchase of Common Stock an opinion of an investment banker knowledgeable in
the communications industry (who may be the Company's investment banker) that
the price per share of Common Stock paid pursuant to any such repurchase does
not exceed the greater of (A) the dollar amount, less a discount of 22.5%, that
a holder of Common Stock would then receive per share of Common Stock (x) upon a
sale of the Company as a whole pursuant to a merger or sale of stock, or if
greater, (y) from the sale of the Company's assets and subsequent distribution
of the proceeds thereof (net of taxes including corporate, sales and capital
gain taxes in connection with such sale of assets) or (B) the net proceeds which
would be expected to be received per share from the sale of a share of Common
Stock of the Company in an underwritten public offering held at the time any
such repurchase of Common Stock is to occur reduced by pro forma expenses and
underwriting discounts unless the Common Stock is publicly traded and, in the
opinion of the investment banker, such expenses and underwriting discounts would
not be incurred in connection with an underwritten public sale of a
shareholder's non-registered shares; provided, further, that no such opinion of
an investment banker shall be necessary for any such repurchase if the aggregate
of all such repurchases during the relevant calendar year does not exceed
$10,000,000 and the Board of Directors approves any such repurchase after
concluding in its reasonable judgment that the price per share does not exceed
the price that would have been established by an investment banker pursuant to
the formula immediately above.

         GAAP: The term "GAAP" shall mean generally accepted accounting
principles in the United States as in effect as of the date of this Indenture,
including, without limitation, those 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 or in such other statements by such


                                      -12-
<PAGE>
other entity as approved by a significant segment of the accounting profession.

         Indebtedness: The term "Indebtedness" shall mean, without duplication,
with respect to any Person, any indebtedness, contingent or otherwise, in
respect of borrowed money (whether or not the recourse of the lender is to the
whole of the assets of such Person or only to a portion thereof), or evidenced
by bonds, notes, debentures or similar instruments or representing the balance
deferred and unpaid of the purchase price of any property (excluding any
balances that constitute subscriber advance payments and deposits, accounts
payable or trade payables, and other accrued liabilities arising in the ordinary
course) if and to the extent any of the foregoing indebtedness would appear as a
liability upon a balance sheet of such Person prepared in accordance with
generally accepted accounting principles, and shall also include, to the extent
not otherwise included, the maximum fixed repurchase price of any equity
securities or other similar interests of such Person which by their terms or
otherwise are required to be redeemed prior to the maturity of the Debentures or
at the option of the holder thereof, obligations secured by a Lien to which the
property or assets owned or held by such Person is subject, whether or not the
obligation or obligations secured thereby shall have been assumed, all
obligations to reimburse any bank or other Person in respect of amounts paid
under letters of credit, acceptances, or other similar instruments, and
guaranties of any of the above items (whether or not such items would appear
upon such balance sheet and whether or not such items were incurred by another
Person). The term "Indebtedness" shall not include (i) any Interest Rate
Agreement, however denominated, of the Company or any Subsidiary, (ii) as to the
Restricted Group, any indebtedness of any Subsidiary which is non-recourse to
all members of the Restricted Group or any pledge of the stock of any such
Subsidiary to secure such indebtedness, (iii) as to the Restricted Group, any
indebtedness of a Restricted Subsidiary to another Restricted Subsidiary or the
Company, or any indebtedness of the Company to a Restricted Subsidiary, (iv) any
obligation of the Company to redeem, or to pay dividends on, its outstanding
1992 Preferred Stock, (v) any obligation of the Company to repurchase shares of
its outstanding Common Stock pursuant to the 1998-1999 Share Repurchase Program,
or (vi) any equity securities or other similar interests which, at the option of
the Company or otherwise, are redeemable into shares of Capital Stock of the
Company.

         Indenture: The term "Indenture" shall mean this instrument as
originally executed or, if amended or supplemented as herein provided, as so
amended or supplemented.


                                      -13-
<PAGE>
         Initial Tender Period: The term "Initial Tender Period" shall have the
meaning specified in Section 3.02(a).

         Interest Rate Agreement: The term "Interest Rate Agreement" shall mean
any interest rate swap agreement, interest rate cap agreement, interest rate
collar agreement or other similar agreement designed to protect the party
indicated therein against fluctuations in interest rates.

         Lien: The term "Lien" shall mean, as to the Restricted Group and as
used in the definition of "Indebtedness", any mortgage, pledge, lien or security
interest except for (i) pledges of the stock of Unrestricted Subsidiaries to
secure Indebtedness (including the pledge of the stock of American Cablesystems
of California, Inc. and American Cablesystems of South Central Los Angeles, Inc.
after the repayment of their Indebtedness, whether or not such Subsidiaries are
Unrestricted Subsidiaries at the time of such pledge); (ii) Liens for taxes,
assessments or governmental charges or claims the payment of which is being
contested in good faith by appropriate proceedings and with respect to which the
Company or a Restricted Subsidiary shall have created adequate reserves on its
books; (iii) Liens of mechanics, carriers, warehousemen or materialmen arising
in the ordinary course of business in respect of obligations which are not
overdue or which are being contested in good faith; (iv) Liens resulting from
deposits or pledges made in the ordinary course of business to secure payment of
workers' compensation, unemployment insurance, old age pension or other social
security, or in connection with or to secure the performance of bids, tenders or
contracts made in the ordinary course of business, or to secure statutory
obligations or surety, performance or appeal bonds; (v) Liens in respect of
judgments or awards the payment of which is being contested in good faith by
appropriate proceedings and with respect to which the Restricted Group shall
have created adequate reserves on its books; (vi) purchase money security
interests (including mortgages, any conditional sale or other title retention
agreement and any capitalized lease); provided, however, that the principal
amount of Indebtedness secured by each such security interest in each such item
(or group of items) of property shall not exceed the cost of the item (or group
of items) subject thereto and each such security interest shall attach only to
the particular item (or group of items) so acquired and any additions or
accessions thereto; (vii) landlord's or lessor's liens under leases to which any
member of the Restricted Group is a party; and (viii) Liens of utilities and
other persons pursuant to pole attachment agreements, and restrictions on the
transfer of rights under franchises or pole attachment agreements, and any
encumbrances created in favor of franchising authorities and subscribers by
provisions of franchises on cable television plant and equipment located in the
areas covered thereby.


                                      -14-
<PAGE>
         1998-1999 Share Repurchase Program: The term "1998-1999 Share
Repurchase Program" shall mean the Common Stock repurchase program of the
Company under the Stock Liquidation Agreement under which the Company will offer
to purchase, and certain shareholders of the Company will sell to the Company,
on December 15, 1998 (or January 15, 1999, at the election of each such
shareholder), at a price established pursuant to a specified formula, up to
751,305 shares of Common Stock.

         1992 Preferred Stock: The term "1992 Preferred Stock" shall mean the
Series A Participating Convertible Preferred Stock, $.01 par value per share, of
the Company.

         Officers' Certificate: The term "Officers' Certificate", when used with
respect to the Company, shall mean a certificate signed by the Chairman of the
Board, the Vice Chairman of the Board, the Chief Executive Officer, the
President or any Vice President and by the Treasurer, any Assistant Treasurer,
the Secretary or any Assistant Secretary of the Company. Each such certificate
shall include the statements provided for in Section 15.05 if and to the extent
required by the provisions of such Section.

         Operating Cash Flow: The term "Operating Cash Flow" shall mean, for any
period, an amount equal to (i) aggregate operating revenues plus interest and
ordinary dividend income minus (ii) aggregate operating expenses, excluding
non-operating expenses such as interest expense, depreciation and amortization,
non-cash amounts and taxes on income, of the Restricted Group for such period,
determined on a consolidated basis after eliminating all inter-company items
with respect to the Restricted Group, in accordance with generally accepted
accounting principles consistently applied. For purposes of calculating
Operating Cash Flow, there shall be included in the Operating Cash Flow of the
Restricted Group for any fiscal quarter for which Operating Cash Flow is being
calculated the Operating Cash Flow for such fiscal period of any Subsidiary
which has been designated a Restricted Subsidiary or of any operating assets
acquired by a member of the Restricted Group (including assets constituting a
cable television system acquired by the Company or a Restricted Subsidiary)
after the commencement of such fiscal period. If the actual financial statements
of any such new Restricted Subsidiary or operating assets for any fiscal period
or portion thereof prior to the inclusion of such subsidiary as a Restricted
Subsidiary or the acquisition of such operating assets by the Company or a
Restricted Subsidiary are unavailable or inaccurate in the reasonable opinion of
the Company, then the Operating Cash Flow of such new Restricted Subsidiary or
operating assets may be determined from pro forma financial statements of such
new Restricted Subsidiary or operating assets for such period as prepared in
good faith by the Company, provided, however, that


                                      -15-
<PAGE>
not more than $10,000,000 of Operating Cash Flow determined on an annualized
basis from such pro forma financial statements shall be included in the
Operating Cash Flow of the Restricted Group. For purposes of calculating
Operating Cash Flow, there will not be included in the Operating Cash Flow of
the Restricted Group for any fiscal quarter for which Operating Cash Flow is
being calculated the Operating Cash Flow for such fiscal period of any
Restricted Subsidiary which has been designated an Unrestricted Subsidiary after
the commencement of such fiscal period or of operating assets (including assets
constituting a cable television system) owned by the Company or a Restricted
Subsidiary which have been transferred to an Unrestricted Subsidiary or any
third party after the commencement of such fiscal period.

         Opinion of Counsel: The term "Opinion of Counsel" shall mean an opinion
in writing signed by legal counsel, who may be an employee of or counsel to the
Company or other counsel reasonably acceptable to the Trustee. Each such opinion
shall include the statements provided for in Section 15.05 if and to the extent
required by the provisions of such Section.

         Person: The term "Person" shall mean a corporation, an association, a
partnership, an organization, an individual, a government or a political
subdivision thereof or a governmental agency.

         Pre-Acceleration Notice: The term "Pre-Acceleration Notice" shall have
the meaning specified in Section 6.01.

         Predecessor Debenture: The term "Predecessor Debenture" of any
particular Debenture shall mean every previous Debenture evidencing all or a
portion of the same debt as that evidenced by such particular Debenture; and,
for the purposes of this definition, any Debenture authenticated and delivered
under Section 2.06 in lieu of a lost, destroyed or stolen Debenture shall be
deemed to evidence the same debt as the lost, destroyed or stolen Debenture.

         Preferred Event Put Notice: The term "Preferred Event Put Notice" shall
have the meaning set forth in Section 3.02(c).

         Preferred Event Redemption Date: The term "Preferred Event Redemption
Date" shall have the meaning specified in Section 3.02(b).

         Preferred Event Redemption Price: The term "Preferred Event Redemption
Price" shall have the meaning specified in Section 3.02(a).


                                      -16-
<PAGE>
         Preferred Stock Change of Control Event: The term "Preferred Stock
Change of Control Event" shall mean the right of holders of 1992 Preferred
Stock, pursuant to the terms of the Company's Certificate of Incorporation, to
cause the Company to redeem any of their shares of 1992 Preferred Stock at the
then Accreted Value, payable, at the Company's sole option, in cash or in shares
of Common Stock (based on a value of 90% of the Common Stock's then-current
market value (as determined in accordance with the terms of the Company's
Certificate of Incorporation)) if (i) there is (subject to certain exceptions)
an acquisition by any person or group of 50% or more of the combined voting or
economic power of the then outstanding voting securities of the Company,
including pursuant to a reorganization, consolidation or merger, or a sale of
all or substantially all of the Company's assets and (ii) at the time of any
such event, the value of the Common Stock issuable upon conversion of a share of
1992 Preferred Stock is less than the then Accreted Value of such share of 1992
Preferred Stock.

         Preferred Stock Redemption Payment: The term "Preferred Stock
Redemption Payment" shall mean the redemption by the Company of shares of the
1992 Preferred Stock, for an aggregate cash redemption price exceeding 25% of
the Accreted Value as of the date of redemption of all outstanding shares of the
1992 Preferred Stock, in response to the exercise by holders of the 1992
Preferred Stock of their right to cause the Company to redeem any of their
shares upon the occurrence of a Preferred Stock Change of Control Event.

         Principal Office of the Trustee: The term "Principal Office of the
Trustee", or other similar term, shall mean the principal office of the Trustee
at which at any particular time its corporate trust business shall be
administered.

         Principal Property: The term "Principal Property" shall mean, as of any
date of determination, any property or assets owned by any Restricted Subsidiary
other than (1) any such property which, in the good faith opinion of the Board
of Directors, is not of material importance to the business conducted by the
Company and its Restricted Subsidiaries taken as a whole and (2) any shares of
any class of stock or any other security of any Unrestricted Subsidiary.

         Proposed Date: The term "Proposed Date" shall have the meaning set
forth in Section 3.03(c).

         Put Option Borrowing: The term "Put Option Borrowing" shall have the
meaning specified in Section 3.03(b)(ii).


                                      -17-
<PAGE>
         Put Option Redemption Date: The term "Put Option Redemption Date" shall
have the meaning specified in Section 3.03(a).

         Put Option Redemption Price: The term "Put Option Redemption Price"
shall have the meaning specified in Section 3.03(a).

         Put Option Stock Repurchase: The term "Put Option Stock Repurchase"
shall have the meaning specified in Section 3.03(b)(i).

         Put Option Transaction: The term "Put Option Transaction" shall have
the meaning set forth in Section 3.03(c).

         Put Option Transaction Date: The term "Put Option Transaction Date"
shall have the meaning specified in Section 3.03(d).

         Responsible Officer: The term "Responsible Officer", when used with
respect to the Trustee, shall mean any officer of the Trustee assigned by the
Trustee to administer its corporate trust matters and shall include any officer
in its Corporate Trust Services Division.

         Restricted Group: The term "Restricted Group" shall mean the Company
and the Restricted Subsidiaries. The term "Restricted Group" shall not directly
or indirectly include any Unrestricted Subsidiary.

         Restricted Payments: The term "Restricted Payments" shall have the
meaning specified in Section 4.06. Restricted Payments shall not include any
Exempt Repurchases.

         Restricted Stock Purchase Agreement: The term "Restricted Stock
Purchase Agreement" shall mean an agreement between the Company and an employee
selected by the Board of Directors pursuant to which that employee may purchase
shares of Common Stock.

         Restricted Subsidiary: The term "Restricted Subsidiary" shall mean (i)
any Subsidiary of the Company, whether existing on or after the date of the
Indenture, which has been designated a Restricted Subsidiary for purposes of the
Company's Credit Agreement or the Revolving Credit Agreement unless any such
Subsidiary is subsequently classified as an Unrestricted Subsidiary for purposes
of the Indenture by the Company, as evidenced by an Officers' Certificate
delivered to the Trustee, and (ii) any Unrestricted Subsidiary which is
classified for purposes of the Indenture as a Restricted Subsidiary by the
Company, as evidenced by an Officers' Certificate delivered to


                                      -18-
<PAGE>
the Trustee. The Company may not classify as an Unrestricted Subsidiary for
purposes of this Indenture any Subsidiary that is classified as a Restricted
Subsidiary for purposes of the Credit Agreement or the Revolving Credit
Agreement or any similar, successor agreements.

         Revolving Credit Agreement: The term "Revolving Credit Agreement" shall
mean that certain Credit Agreement dated as of May 15, 1992 among the Company,
certain Restricted Subsidiaries and certain financial institutions, as amended
from time to time.

              Stock Liquidation Agreement: The term "Stock Liquidation
Agreement" shall mean that certain Stock Liquidation Agreement dated March 6,
1989, as amended, among the Company and certain holders of the Common Stock of
the Company.

              Subsidiary: The term "Subsidiary" shall mean (i) any corporation
of which the outstanding stock having at least a majority in voting power in the
election of directors under ordinary circumstances shall at the time be owned,
directly or indirectly, by the Company, by the Company and one or more
Subsidiaries or by one or more Subsidiaries or (ii) any other Person of which at
least a majority of voting interest, under ordinary circumstances, is at the
time, directly or indirectly, owned or controlled by the Company or by the
Company and one or more Subsidiaries or by one or more Subsidiaries. A
partnership of which the Company or any Subsidiary is the managing general
partner shall be deemed to be a Subsidiary.

         Tender Discharge Date: The term "Tender Discharge Date" shall have the
meaning specified in Section 3.02(b).

         Tender Period: The term "Tender Period" shall have the meaning
specified in Section 3.02(a).

         Total Interest Expense: The term "Total Interest Expense" shall mean,
for any period, the aggregate amount of interest in respect of Indebtedness
(including amortization of original issue discount on any Indebtedness and the
interest portion of any deferred payment obligation and after taking into
account the effect of any Interest Rate Agreements, however denominated, with
respect to such Indebtedness) and all but the principal component of rentals in
respect of capital lease obligations, paid, accrued or scheduled to be paid or
accrued by the Restricted Group during such period, determined on a consolidated
basis after eliminating all intercompany items in accordance with generally
accepted accounting principles; provided that such amounts paid, accrued and
scheduled to be paid or accrued by any Person which is not a Subsidiary but the
accounts of which are consolidated with those of the Company shall be deducted
therefrom. For purposes of this definition


                                      -19-
<PAGE>
interest on a capital lease obligation shall be deemed to accrue at an interest
rate reasonably determined by the Company to be the rate of interest implicit in
such capital lease obligation in accordance with generally accepted accounting
principles.

         Trust Indenture Act of 1939: The term "Trust Indenture Act of 1939"
shall mean the Trust Indenture Act of 1939 as it was in force at the date of
execution of this Indenture, except as provided in Section 10.03.

         Trustee: The term "Trustee" shall mean The First National Bank of
Chicago and, subject to the provisions of Article Seven hereof, shall also
include its successors and assigns as Trustee hereunder.

         2003 Notes: The term "2003 Notes" shall mean the 8-5/8% Senior Notes of
the Company Due August 15, 2003.

         Unrestricted Subsidiary: The term "Unrestricted Subsidiary" shall mean
any Subsidiary of the Company, whether existing on or after the date of this
Indenture, which is not a Restricted Subsidiary.

         U.S. Government Obligations: The term "U.S. Government Obligations"
shall mean direct obligations of, or obligations the timely payment of the
principal of and interest on which are unconditionally guaranteed by, the United
States of America.

         Vice President: The term "Vice President" shall mean any vice president
of the Company, whether or not designated by a number or a word or words added
before or after the title "vice president".


                                      -20-
<PAGE>
                                   ARTICLE TWO

                 ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND
                             EXCHANGE OF DEBENTURES

         SECTION 2.01. Designation, Amount and Issue of Debentures. The
Debentures shall be designated as "9% Senior Debentures Due September 1, 2008".
Debentures not to exceed the aggregate principal amount of $300,000,000 (except
as provided in Section 2.06) upon the execution of this Indenture, or from time
to time thereafter, may be executed by the Company and delivered to the Trustee
for authentication, and the Trustee shall thereupon authenticate and deliver
said Debentures to or upon the written order of the Company, signed by its
Chairman or Vice Chairman of the Board of Directors or its Chief Executive
Officer or its President or any Vice President and by its Treasurer or Assistant
Treasurer or its Secretary or any Assistant Secretary, without any further
action by the Company hereunder.

         SECTION 2.02. Form of Debentures. The Debentures and the Trustee's
certificate of authentication to be borne by the Debentures shall be
substantially in the form as in this Indenture above recited. Any of the
Debentures may have imprinted thereon such legends or endorsements as the
officers executing the same may approve (execution thereof to be conclusive
evidence of such approval) and as are not inconsistent with the provisions of
this Indenture, or as may be required to comply with any law or with any rule or
regulation made pursuant thereto or with any rule or regulation of any stock
exchange on which the Debentures may be listed, or to conform to usage.

         SECTION 2.03. Date and Denomination of Debentures. The Debentures shall
be issuable in registered form without coupons in denominations of $100,000 and
any multiple of $100,000. Every Debenture shall be dated the date of its
authentication and, except as provided in this Section, shall bear interest,
payable semi-annually on September 1 and March 1 of each year, commencing
September 1, 1993, from the September 1 or March 1, as the case may be, next
preceding the date of such Debenture to which interest has been paid or duly
provided for, unless the date of such Debenture is the date to which interest
has been paid or duly provided for, in which case from the date of such
Debenture, or unless no interest has been paid or duly provided for on the
Debentures, in which case from June 3, 1993 until payment of the principal sum
has been made or duly provided for. Notwithstanding the foregoing, when there is
no existing default in the payment of interest on the Debentures, all Debentures
authenticated by the Trustee after the close of business on the record date (as
hereinafter defined) for any interest payment date (September 1 or March 1, as
the case may be) and prior to


                                      -21-
<PAGE>
such interest payment date shall be dated the date of authentication but shall
bear interest from such interest payment date; provided, however, that if and to
the extent that the Company shall default in the payment of interest due on such
interest payment date then any such Debenture shall bear interest from the
September 1 or March 1, as the case may be, next preceding the date of such
Debenture to which interest has been paid or duly provided for, unless no
interest has been paid or duly provided for on the Debentures, in which case
from June 3, 1993. Interest will be computed on the basis of a 360-day year of
twelve 30-day months.

         The person in whose name any Debenture (or its Predecessor Debenture)
is registered at the close of business on any record date with respect to any
interest payment date shall be entitled to receive the interest payable on such
interest payment date (subject to the provisions of Article Three in the case of
any Debenture or Debentures, or portion thereof, called for redemption on a date
subsequent to the record date and prior to such interest payment date)
notwithstanding the cancellation of such Debenture upon any transfer or exchange
subsequent to the record date and prior to such interest payment date. Interest
may, at the option of the Company, be paid by check mailed to the address of
such person on the registry kept for such purposes. The term "record date" with
respect to any interest payment date shall mean the August 15 or February 15
preceding said September 1 or March 1.

         Any interest on any Debenture which is payable, but is not paid or duly
provided for within 30 days after the date on which it becomes due and payable
on any said September 1 or March 1 (herein called "Defaulted Interest") shall
forthwith cease to be payable to the Debentureholder on the relevant record date
by virtue of having been such Debentureholder; and such Defaulted Interest may
be paid by the Company, at its election in each case, as provided in clause (1)
or (2) below:

                  (1) The Company may elect to make payment of any Defaulted
         Interest to the Persons in whose names the Debentures (or their
         respective Predecessor Debentures) are registered at the close of
         business on a special record date for the payment of such Defaulted
         Interest, which shall be fixed in the following manner. At least 45
         days before the proposed payment date, the Company shall notify the
         Trustee in writing of the amount of Defaulted Interest proposed to be
         paid on each Debenture and the date of the proposed payment, and at the
         same time the Company shall deposit with the Trustee an amount of money
         equal to the aggregate amount proposed to be paid in respect of such
         Defaulted Interest or shall make arrangements satisfactory to the
         Trustee for such deposit prior to the date of the proposed payment,
         such money


                                      -22-
<PAGE>
         when deposited to be held in trust for the benefit of the Persons
         entitled to such Defaulted Interest as in this clause provided.
         Thereupon, not more than 15 days and not less than 10 days after
         receipt by the Trustee of notice of the proposed payment, the Trustee
         shall fix a special record date for the payment of such Defaulted
         Interest which shall be not more than 15 days and not less than 10 days
         prior to the date of the proposed payment. The Trustee shall promptly
         notify the Company of such special record date and, in the name and at
         the expense of the Company, shall cause notice of the proposed payment
         of such Defaulted Interest and the special record date therefor to be
         mailed, first-class postage prepaid to each Debentureholder at his
         address as it appears in the Debenture register, not less than 15 days
         prior to such special record date. Notice of the proposed payment of
         such Defaulted Interest and the special record date therefor having
         been so mailed, such Defaulted Interest shall be paid to the Persons in
         whose names the Debentures (or their respective Predecessor Debentures)
         are registered at the close of business on such special record date and
         shall no longer be payable pursuant to the following clause (2).

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

         SECTION 2.04. Execution of Debentures. The Debentures shall be signed
in the name and on behalf of the Company by the facsimile signature of its
Chairman or Vice Chairman of the Board of Directors, its Chief Executive
Officer, its President or any of its Vice Presidents and attested by the
facsimile signature of its Secretary or any of its Assistant Secretaries (which
may be printed, engraved or otherwise reproduced thereon, by facsimile or
otherwise). Only such Debentures as shall bear thereon a certificate of
authentication substantially in the form hereinbefore recited, manually executed
by the Trustee, shall be entitled to the benefits of this Indenture or be valid
or obligatory for any purpose. Such authentication by the Trustee upon any
Debenture executed by the Company shall be conclusive evidence that the
Debenture so authenticated has been duly authenticated and delivered hereunder
and that the holder is entitled to the benefits of this Indenture.

         In case any officer of the Company who shall have signed any of the
Debentures shall cease to be such officer before the Debentures so signed shall
have been authenticated and delivered


                                      -23-
<PAGE>
by the Trustee, or disposed of by the Company, such Debentures nevertheless may
be authenticated and delivered or disposed of as though the person who signed
such Debentures had not ceased to be such officer of the Company; and any
Debenture may be signed on behalf of the Company by such persons as, at the
actual date of the execution of such Debenture, shall be the proper officers of
the Company, although at the date of the execution of this Indenture any such
person was not such an officer.

         SECTION 2.05. Exchange and Registration of Debentures; Transfer of
Debentures. Debentures may be exchanged for a like aggregate principal amount of
Debentures of other authorized denominations. Debentures to be exchanged shall
be surrendered at the office or agency to be maintained by the Company in the
Borough of Manhattan, The City of New York (which office for purposes of this
Section 2.05 shall be the office of the registrar hereunder), and the Company
shall execute and register and the Trustee shall authenticate and deliver in
exchange therefor the Debenture or Debentures which the Debentureholder making
the exchange shall be entitled to receive. The Company hereby appoints the
Trustee to be, and the Trustee agrees to serve as, the initial registrar of the
Debentures.

         The registrar (or the Company if there is no registrar) shall keep at
said office in the Borough of Manhattan, The City of New York, a register in
which, subject to such reasonable regulations as it may prescribe, Debentures
shall be registered and the transfer of Debentures shall be registered as in
this Article Two provided. Such register shall be in written form or in any
other form capable of being converted into written form within a reasonable
time. At all reasonable times such register shall be open for inspection by the
Trustee. Upon due presentment for registration of transfer of any Debenture at
such office or agency maintained by the Company in the Borough of Manhattan, The
City of New York, the Company shall execute and register and the Trustee shall
authenticate and deliver in the name of the transferee or transferees a new
Debenture or Debentures for an equal aggregate principal amount.

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

         No service charge shall be made for any exchange or registration of
transfer of Debentures, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
therewith.


                                      -24-
<PAGE>
         SECTION 2.06. Mutilated, Destroyed, Lost or Stolen Debentures. In case
any temporary or definitive Debenture shall become mutilated or be destroyed,
lost or stolen, the Company in its discretion may execute, and upon its request
the Trustee shall authenticate and deliver, a new Debenture, bearing a number
not contemporaneously outstanding, in exchange and substitution for the
mutilated Debenture, or in lieu of and in substitution for the Debenture so
destroyed, lost or stolen. In every case the applicant for a substituted
Debenture shall furnish to the Company and to the Trustee such security or
indemnity as may be required by them to save each of them harmless, and, in
every case of destruction, loss or theft, the applicant shall also furnish to
the Company and to the Trustee evidence to their satisfaction of the
destruction, loss or theft of such Debenture and of the ownership thereof.

         The Trustee may authenticate any such substituted Debenture and deliver
the same upon the written request or authorization of any officer of the
Company. Upon the issuance of any substituted Debenture, 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 connected
therewith. In case any Debenture which has matured or is about to mature shall
become mutilated or be destroyed, lost or stolen, the Company may, instead of
issuing a substitute Debenture, pay or authorize the payment of the same
(without surrender thereof except in the case of a mutilated Debenture) if the
applicant for such payment shall furnish to the Company and to the Trustee such
security or indemnity as may be required by them to save each of them harmless
and, in case of destruction, loss or theft, evidence satisfactory to the Company
and the Trustee of the destruction, loss or theft of such Debenture and of the
ownership thereof.

         Every substituted Debenture issued pursuant to the provisions of this
Section 2.06 by virtue of the fact that any Debenture is destroyed, lost or
stolen shall constitute an additional contractual obligation of the Company,
whether or not the destroyed, lost or stolen Debenture shall be found at any
time, and shall be entitled to all the benefits, and subject to all the
provisions, of this Indenture equally and proportionately with any and all other
Debentures duly issued hereunder. To the extent permitted by law, all Debentures
shall be held and owned upon the express condition that the foregoing provisions
are exclusive with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Debentures and shall preclude any and all other rights
or remedies notwithstanding any law or statute existing or hereafter enacted to
the contrary with respect to the replacement or payment of negotiable
instruments or other securities without their surrender.


                                      -25-
<PAGE>
         SECTION 2.07. Temporary Debentures. Pending the preparation of
definitive Debentures, the Company may execute and the Trustee shall
authenticate and deliver temporary Debentures (typed, printed or lithographed).
Temporary Debentures shall be issuable in any authorized denomination, and
substantially in the form of the definitive Debentures but with such omissions,
insertions and variations as may be appropriate for temporary Debentures, all as
may be determined by the Company. Every such temporary Debenture shall be
authenticated by the Trustee upon the same conditions and in substantially the
same manner, and with the same effect, as the definitive Debentures. Without
unreasonable delay the Company will execute and deliver to the Trustee
definitive Debentures and thereupon any or all temporary Debentures may be
surrendered in exchange therefor, at the office or agency of the Company in the
Borough of Manhattan, The City of New York (which office for purposes of this
Section 2.07 shall be the office in the said Borough of the registrar
hereunder), and the Trustee shall authenticate and deliver in exchange for such
temporary Debentures an equal aggregate principal amount of definitive
Debentures. Such exchange shall be made by the Company at its own expense and
without any charge therefor. Until so exchanged, the temporary Debentures shall
in all respects be entitled to the same benefits under this Indenture as
definitive Debentures authenticated and delivered hereunder.

         SECTION 2.08. Cancellation of Debentures Paid, etc. All Debentures
surrendered for the purpose of payment, redemption, exchange or registration of
transfer, or in discharge, shall, if surrendered to the Company or any paying
agent or any Debenture registrar, be surrendered to the Trustee and promptly
cancelled by it, or, if surrendered to the Trustee, shall be promptly cancelled
by it, and no Debentures shall be issued in lieu thereof except as expressly
permitted by any of the provisions of this Indenture. The Company may at any
time deliver to the Trustee for cancellation any Debentures previously
authenticated and delivered hereunder which the Company may have acquired in any
manner whatsoever and the Trustee shall cancel any Debentures so delivered. The
Trustee shall destroy cancelled Debentures, and upon request furnish to the
Company certificates evidencing such destruction, unless the Company directs
their return to the Company by written request.

                                  ARTICLE THREE

                            REDEMPTION OF DEBENTURES;
                     REDEMPTION AT THE OPTION OF THE HOLDERS

         SECTION 3.01. Redemption Prices. (a) Except as provided in Sections
3.02 and 3.03, the Debentures are not redeemable by the Company prior to
maturity.


                                      -26-
<PAGE>
         (b) The Debentures shall not be entitled to the benefits of a sinking
fund.

         SECTION 3.02. Redemption at the Option of the Holder - Preferred Stock
Redemption Payment.

         (a) The holder of any Debenture shall have the right, at his option,
upon the giving of a Preferred Event Put Notice, and subject to the terms and
conditions hereof, to tender all, but not less than all, Debentures held by that
holder, without regard to the fact that the Debentures may not then be otherwise
redeemable, for cash, in an amount equal to the principal amount of the
Debentures (the "Preferred Event Redemption Price") together with accrued
interest to the date fixed for redemption of such holder's Debentures. The right
of each holder to tender his Debenture or Debentures shall continue for 30 days
after the date of the Preferred Event Put Notice (the "Initial Tender Period"),
unless such period shall be extended by the Company by written notice delivered
to the holders of the Debentures in accordance with Section 3.02(c) hereof (the
Initial Tender Period, together with all such extensions, is hereinafter
referred to as the "Tender Period"), and shall be exercised by any surrender of
such Debenture or Debentures to the office or agency to be maintained by the
Company pursuant to Section 4.02 of the Indenture, accompanied by written notice
that the holder elects to tender such Debenture or Debentures and (if so
required by the Company or the Trustee) by a written instrument or instruments
of transfer in form satisfactory to the Company and the Trustee duly executed by
the holder or his duly authorized legal representative and transfer tax stamps
or funds therefor, if required. Such tender by a holder shall be irrevocable.
The holders of Debentures shall not have the right to tender Debentures if on
the date of the Preferred Event Put Notice the Company shall have satisfied and
discharged the Indenture pursuant to Article Twelve or effected a defeasance
with respect to the Debentures pursuant to Article Thirteen (except that the
Company may not satisfy the Indenture or effect defeasance in anticipation of a
Preferred Stock Redemption Payment).

         (b) Any such redemption of Debentures shall occur on the date on which
the Company shall make the Preferred Stock Redemption Payment (the "Preferred
Event Redemption Date"), which date, if any, shall be (i) at least 31 and no
more than 60 days after the date of the Preferred Event Put Notice and (ii) no
more than five days after the last day of the Tender Period (the "Tender
Discharge Date"). Such date will be the same date as the date on which the
Company redeems any 2003 Notes as a result of a Preferred Stock Redemption
Payment. In no case may the Company make a Preferred Stock Redemption Payment
prior to redeeming Debentures which have been properly tendered in accordance
with this Section 3.02. If the Company elects not to make a


                                      -27-
<PAGE>
particular Preferred Stock Redemption Payment, then the Company shall have no
obligation to redeem the Debentures tendered in connection with that Preferred
Stock Redemption Payment. If the proposed Preferred Stock Redemption Payment is
not made on or prior to the earlier to occur of (i) the 60th day after the date
of the Preferred Event Put Notice with respect thereto or (ii) the Tender
Discharge Date with respect thereto, (A) the Company shall, on or prior to the
earlier to occur of the 61st day after the date of such Preferred Event Put
Notice or such Tender Discharge Date, mail, or cause the Trustee to mail, notice
in accordance with Section 3.04 to each Debentureholder stating that the
proposed Preferred Stock Redemption Payment was not made, (B) the Company shall,
on or prior to the earlier to occur of the 66th day after the date of such
Preferred Event Put Notice or such Tender Discharge Date, return, or cause to be
returned, any Debentures tendered to the Company in accordance with this Section
3.02 to the holders thereof (together with any written instrument or instruments
of transfer and any transfer tax stamps or funds therefor which accompanied such
Debentures when they were delivered by the Debentureholder), and (C) the Company
shall no longer have the right or obligation to redeem Debentures tendered in
connection with, and as a result of, such proposed Preferred Stock Redemption
Payment. The Company shall not thereafter make a Preferred Stock Redemption
Payment unless a subsequent Preferred Event Put Notice shall have been sent to
holders of Debentures in connection therewith and the holders of Debentures
shall have been afforded an opportunity to tender their Debentures in accordance
with, and subject to, the terms of this Section 3.02.

         (c) The Company shall file with the Trustee and shall mail, or cause
the Trustee to mail, to each Debentureholder notice in accordance with Section
3.04 (the "Preferred Event Put Notice") stating that the Company is proposing to
make a Preferred Stock Redemption Payment and that each holder has the right for
no more than 30 days from the date of such notice to tender all, but not less
than all, of his Debentures for cash in accordance with and subject to the terms
hereof. If the Company elects to extend the Initial Tender Period or any
extension thereof, the Company shall file with the Trustee and shall mail, or
cause the Trustee to mail, at least five days prior to the termination of such
period, notice in accordance with Section 3.04 stating that the Company is
extending such period and that each holder's ability to tender his Debentures in
accordance with this Section 3.02 will be extended until the end of such
extended period. The Trustee shall not be deemed to have knowledge of any
Preferred Stock Change of Control Event or any corresponding obligation with
respect thereto until so notified by the Company.

         (d) On or before, but not more than three Banking Days prior to, the
Preferred Event Redemption Date, the Company shall


                                      -28-
<PAGE>
deposit with the Trustee or with a paying agent an amount of money sufficient to
pay the Preferred Event Redemption Price, and (except if the Preferred Event
Redemption Date shall be an interest payment date) accrued interest on all the
Debentures to be redeemed on the Preferred Event Redemption Date.

         (e) After a holder has tendered Debentures for redemption as provided
in clause (a) above, the Debentures of such holder shall, on the Preferred Event
Redemption Date, become due and payable at the Preferred Event Redemption Price,
together with accrued interest to the Preferred Event Redemption Date, and from
and after such date (unless the Company shall default in the payment of such
Debentures at the Preferred Event Redemption Price) such Debentures shall cease
to bear interest. Upon surrender of any such Debenture for redemption in
accordance herewith, such Debenture shall be paid on the Preferred Event
Redemption Date by the Trustee or paying agent at a price equal to the
applicable Preferred Event Redemption Price, (together with accrued interest to
the Preferred Event Redemption Date); provided, however, that if the Preferred
Event Redemption Date is an interest payment date, interest accrued to such
Preferred Event Redemption Date shall be payable to the holders of record of
such Debenture or Debentures at the close of business on the relevant record
date according to the provisions of the Indenture.

         If any Debenture to be redeemed shall not be so paid on the Preferred
Event Redemption Date, the Preferred Event Redemption Price and accrued interest
shall, until paid, bear interest from the Preferred Event Redemption Date at the
rate borne by the Debentures.

         SECTION 3.03. Redemption at the Option of the Holder - Exempt
Repurchases and Borrowing.

         (a) The holder of any Debenture shall have the right, at his option,
upon the giving of notice described in clause (d) below, and subject to the
terms and provisions hereof, to tender all, but not less than all, Debentures
held by such holder without regard to the fact that the Debentures may not then
be otherwise redeemable, for cash in an amount equal to the principal of such
Debentures plus a premium, if any, as set forth in paragraph 8 of the Debentures
(together, the "Put Option Redemption Price"), plus accrued interest to the date
fixed for redemption. Such redemption shall occur on a date (the "Put Option
Redemption Date") 35 days after the Put Option Transaction Date (as defined
below). The holder's right to tender shall continue for 30 days after the Put
Option Transaction Date, and shall be exercised by any surrender of such
Debentures to the office or agency to be maintained by the Company pursuant to
Section 4.02 of the Indenture, accompanied by written notice that


                                      -29-
<PAGE>
the holder elects to tender such Debentures and (if so required by the Company
or the Trustee) by a written instrument or instruments of transfer in form
satisfactory to the Company and the Trustee duly executed by the holder or his
duly authorized legal representative and transfer tax stamps or funds therefor,
if required. Such tender by a holder shall be irrevocable.

         (b) The holder shall have the right to tender under clause (a) upon the
occurrence of an event or series of events set forth below, provided that at the
time of the occurrence of such event, the Company shall not have satisfied and
discharged the Indenture pursuant to Article Twelve or effected a defeasance
with respect to the Debentures pursuant to Article Thirteen (except that the
Company may not satisfy the Indenture or effect defeasance in anticipation of
(i) or (ii) below):

                  (i) The Company makes an Exempt Repurchase and immediately
         thereafter and after giving effect to any Exempt Indebtedness incurred
         or to be incurred for the purpose of making such Exempt Repurchase, the
         Company is unable to incur an additional $1 of Indebtedness under
         Section 4.07, without giving effect to Section 4.07(b) (hereinafter
         referred to as a "Put Option Stock Repurchase").

                  (ii) The Company incurs Indebtedness and immediately
         thereafter, and after giving effect to such Indebtedness, the Company
         is able to incur an additional $1 of Indebtedness under Section 4.07,
         but only because of the effect of Section 4.07(b) (hereinafter referred
         to as a "Put Option Borrowing").

         (c) The Company shall file with the Trustee and shall mail, or cause
the Trustee to mail, to each Debentureholder not more than 45 days and not less
than 15 days prior to the proposed date on which a Put Option Stock Repurchase
or Put Option Borrowing (either, a "Put Option Transaction") is to occur (the
"Proposed Date") a notice as provided in Section 3.04 stating that the Company
is proposing to make a Put Option Stock Repurchase or a Put Option Borrowing,
whichever the case may be, on the Proposed Date, and that if the Put Option
Transaction is consummated, each holder shall have the right to tender all, but
not less than all, of his Debentures for cash pursuant to the terms hereof.

         (d) The date on which the proposed Put Option Transaction shall occur
(the "Put Option Transaction Date") shall be no more than 30 days after the
Proposed Date. On the Put Option Transaction Date, the Company shall mail, or
cause the Trustee to mail, notice in accordance with Section 3.04 to each
Debentureholder stating that the Put Option Transaction has been consummated and
that each holder of Debentures has the right to


                                      -30-
<PAGE>
tender his Debentures for a period of 30 days after the Put Option Transaction
Date.

         (e) On or before, but not more than three Banking Days prior to, the
Put Option Redemption Date, the Company shall deposit with the Trustee or with a
paying agent an amount of money sufficient to pay the Put Option Redemption
Price, and (except if the Put Option Redemption Date shall be an interest
payment date) accrued interest on, all the Debentures to be redeemed on the Put
Option Redemption Date. Prior to the consummation of any Put Option Transaction,
the Company shall deliver to the Trustee an Officers' Certificate to the effect
that it has arranged for committed financing sufficient to redeem all of the
Debentures in accordance with this Section 3.03.

         (f) All Debentures properly tendered for redemption pursuant to clause
(a) above shall, on the Put Option Redemption Date, become due and payable at
the applicable Put Option Redemption Price plus accrued interest, if any, and
from and after such date (unless the Company shall default in the payment
thereof) such Debentures shall cease to bear interest. Upon surrender of any
such Debenture for redemption in accordance herewith, such Debenture shall be
paid on the Put Option Redemption Date by the Trustee or paying agent at a price
equal to the applicable Put Option Redemption Price, together with accrued
interest to the Put Option Redemption Date; provided, however, that if the Put
Option Redemption Date is an interest payment date, interest accrued to such Put
Option Redemption Date shall be payable to the holders of record of such
Debentures at the close of business on the relevant record date according to the
provisions of the Indenture.

         If any Debenture to be redeemed shall not be so paid on the Put Option
Redemption Date, the Put Option Redemption Price and accrued interest shall,
until paid, bear interest from the Put Option Redemption Date at the rate borne
by the Debenture.

         (g) Upon (A) the consummation of the proposed Put Option Transaction no
later than 30 days after the Proposed Date, and (B) the redemption of all
Debentures properly tendered for redemption pursuant to clause (a) above, the
Company shall no longer be bound by the provisions of this Section 3.03 and
Sections 4.07, 4.08 and 4.11.

         (h) If the proposed Put Option Transaction that was the subject of the
notice provided pursuant to clause (c) above is not consummated within 30 days
of the Proposed Date, the Company shall, on the 31st day after the Proposed
Date, mail, or cause the Trustee to mail, notice in accordance with Section 3.04
to each Debentureholder stating that the proposed Put Option Transaction was not
consummated.



                                      -31-
<PAGE>
            SECTION 3.04 Mailing of Notices. If pursuant to this Article Three,
the Company or the Trustee is required to mail to one or more Debentureholders
notice of the right of the Debentureholders to require redemption, such notice
shall be given in the manner hereinafter provided and shall state the terms and
conditions to which each Debentureholder's right to require redemption is
subject. Notice shall be mailed to the subject Debentureholders at their last
addresses as the same shall appear on the register for the Debentures described
in Section 2.05. Such mailing shall be by first-class mail. The notice if mailed
in the manner herein provided shall be conclusively presumed to have been duly
given, whether or not the holder receives such notice. In any case, failure to
give such notice by mail or any defect in the notice to any subject
Debentureholder shall not affect the validity of the proceedings for the
redemption of any other Debenture.

            SECTION 3.05. Cancellation of Debentures after Redemption. All
Debentures surrendered for redemption shall, if surrendered to the Company or
any redemption agent, be delivered to the Trustee for cancellation and, if
surrendered to the Trustee, shall be cancelled by it upon the occurrence of the
redemption.

                                  ARTICLE FOUR

                      PARTICULAR COVENANTS OF THE COMPANY


            SECTION 4.01. Payment of Principal, Premium and Interest. The
Company covenants and agrees that it will duly and punctually pay or cause to be
paid the principal of and premium, if any, and interest on each of the
Debentures at the places, at the respective times and in the manner provided
herein and in the Debentures.

            SECTION 4.02. Offices for Notices and Payments, etc. So long as any
of the Debentures remain outstanding, the Company will maintain in the Borough
of Manhattan, The City of New York, an office or agency where the Debentures may
be presented for payment, and an office or agency where the Debentures may be
presented for registration of transfer and for exchange as in this Indenture
provided and an office or agency where notices and demands to or upon the
Company in respect of the Debentures or of this Indenture may be served. The
Company will give to the Trustee written notice of the location of each such
office or agency and of any change of location thereof. If the Company shall
fail to maintain any such office or agency or shall fail to give such notice of
the location or of any change in the location thereof, presentations and demands
may be made and notices may be


                                      -32-
<PAGE>
served at the office of the Trustee and the Company hereby appoints the Trustee
to be, and the Trustee agrees to serve as, the Company's initial agent to
receive all such presentations, demands and notices.

            SECTION 4.03. Appointments to Fill Vacancies in Trustee's Office.
The Company, whenever necessary to avoid or fill a vacancy in the office of
Trustee, will appoint, in the manner provided in Section 7.09, a Trustee, so
that there shall at all times be a Trustee hereunder.

            SECTION 4.04. Provision as to Paying Agent. (a) If the Company shall
appoint a paying agent other than the Trustee, it will cause such paying agent
to execute and deliver to the Trustee an instrument in which such agent shall
agree with the Trustee, subject to the provisions of this Section 4.04:

            (1)   that it will hold all sums held by it as such agent for the
      payment of the principal of and premium, if any, or interest on the
      Debentures (whether such sums have been paid to it by the Company or by
      any other obligor on the Debentures) in trust for the benefit of the
      holders of the Debentures;

            (2)   that it will give the Trustee notice of any failure by the
      Company (or by any other obligor on the Debentures) to make any payment of
      the principal of and premium, if any, or interest on the Debentures when
      the same shall become due and payable; and

            (3)   that at any time during the continuance of an Event of
      Default, upon request of the Trustee, it will forthwith pay to the Trustee
      all sums so held in trust.

            (b)   If the Company shall act as its own paying agent, it will, on
or before each due date of the principal of and premium, if any, or interest on
the Debentures, set aside, segregate and hold in trust for the benefit of the
holders of the Debentures a sum sufficient to pay such principal and premium, if
any, or interest so becoming due and will notify the Trustee of any failure to
take such action and of any failure by the Company (or by any other obligor on
the Debentures) to make any payment of the principal of and premium, if any, or
interest on the Debentures when the same shall become due and payable.

            (c)   Anything in this Section 4.04 to the contrary notwithstanding,
the Company may, at any time, for the purpose of obtaining a satisfaction and
discharge of this Indenture, or for any other reason, pay or cause to be paid to
the Trustee all sums held in trust by any paying agent hereunder as required by
this Section 4.04, such sums to be held by the Trustee upon the trusts


                                      -33-
<PAGE>
herein contained and upon such payment by any paying agent to the Trustee, such
paying agent shall be released from all further liability with respect to such
money.

            (d)   Anything in this Section 4.04 to the contrary notwithstanding,
the agreement to hold sums in trust as provided in this Section 4.04 is subject
to Sections 12.03 and 12.04.

            SECTION 4.05. Corporate Existence and Maintenance of Properties.
Except as provided in Section 11.01 hereof, the Company will at all times
maintain its corporate existence, will maintain its properties in adequate
condition for the conduct of its business and will do or cause to be done all
things necessary to preserve and keep in full force and effect its rights
(charter and statutory) and franchises; provided, however, that the Company will
not be required to preserve any right or franchise if the Board of Directors of
the Company shall determine that the preservation thereof is no longer desirable
in the conduct of the business of the Company and that the loss thereof is not
disadvantageous in any material respect to the Debentureholders.

            SECTION 4.06. Restricted Payments. The Company covenants and agrees,
so long as any of the Debentures remain outstanding, that it will not declare or
pay any dividend on, or authorize or make any distribution in respect of, any
shares of any class of its Capital Stock (except dividends or distributions
payable in shares of its Capital Stock), or authorize or make any purchase,
redemption or acquisition for value of, or permit any Subsidiary to purchase or
otherwise acquire for value, any shares of any class of the Company's Capital
Stock, (or any rights, warrants or options to purchase any class of Capital
Stock of the Company, except if such rights, warrants or options are held by an
employee of the Company and such purchase, redemption or acquisition occurs in
connection with the termination of such employee's employment by the Company)
otherwise than pursuant to Exempt Repurchases (any payment so restricted being
herein called a "Restricted Payment"): (i) if a default shall have occurred and
be continuing at the time of such proposed Restricted Payment or shall occur as
a consequence thereof; or (ii) if the aggregate of all Restricted Payments made
from March 31, 1992 through and including the date on which such Restricted
Payment is made, would exceed the sum of (a) the amount by which Operating Cash
Flow of the Restricted Group on a consolidated basis for the period, treated as
a single accounting period, from March 31, 1992 through the fiscal quarter
immediately preceding such proposed Restricted Payment for which financial
statements are available exceeds 1.20 times the Total Interest Expense for the
period, treated as a single accounting period from March 31, 1992 through said
fiscal quarter immediately preceding such proposed Restricted Payment, plus (b)
$150,000,000, plus (c) the aggregate net proceeds, including the fair market
value of property other


                                      -34-
<PAGE>
than cash, received by the Company from the issuance or sale (other than to a
Subsidiary) subsequent to June 23, 1992 of any class of Capital Stock of the
Company, or from the exercise subsequent to June 23, 1992 of any options,
warrants or other rights to acquire Capital Stock of the Company. For all
purposes of this Section 4.06, any recapitalization of the Company (whether or
not effected through a merger or consolidation with, or sale of substantially
all of the assets of the Company to, any Person) that has the effect of
transferring money, property, or securities other than Capital Stock of the
Company to any holder of any shares of the Capital Stock of the Company
(otherwise than in connection with an Exempt Repurchase) shall be deemed a
Restricted Payment.

            For purposes of this Section 4.06, "default" shall mean the
occurrence of any event specified in clauses (a), (b), (c), (d), (e) or (f) of
Section 6.01, not including periods of grace, if any, provided for therein.

            SECTION 4.07. Limitation on Indebtedness. (a) Except as provided in
Section 3.03(g), the Company covenants and agrees, so long as any of the
Debentures remain outstanding, that it shall not, and shall not permit any of
its Restricted Subsidiaries to, incur, create, assume, directly or indirectly
guarantee or in any other manner become liable with respect to, or become
responsible for the payment of, any additional Indebtedness unless, after giving
effect to the incurrence of such Indebtedness and the receipt and application of
the proceeds thereof, the ratio of (1) the aggregate Indebtedness of the
Restricted Group to (2) four times the Operating Cash Flow of the Restricted
Group on a consolidated basis for the fiscal quarter immediately preceding such
incurrence for which financial statements are available, is no more than 9:1.

            (b)   For purposes of calculating the ratio described above, the
aggregate Indebtedness of the Restricted Group shall be reduced by the aggregate
Exempt Indebtedness of the Restricted Group.

            SECTION 4.08. Limitation on Investment in Unrestricted Subsidiaries.
Except as provided in Section 3.03(g), the Company covenants and agrees, so long
as any of the Debentures remain outstanding, that it shall not, and shall not
permit any of its Restricted Subsidiaries to, directly or indirectly make loans
or advances or transfer property or assets to, invest in or pay any indebtedness
owed by any Unrestricted Subsidiary (other than (i) the provision of goods and
services to an Unrestricted Subsidiary if such goods and services are billed to
an Unrestricted Subsidiary on the basis of the provider's cost therefor and (ii)
advances to an Unrestricted Subsidiary in the ordinary course of business by the
Restricted Group if the interest payable on such


                                      -35-
<PAGE>
advances is generally consistent with the Company's cost of borrowings under its
credit facilities), unless, after giving effect to such transaction, the
Restricted Group would be allowed to incur an additional $1 of Indebtedness
under Section 4.07.

            SECTION 4.09. Transactions with Stockholders and Affiliates. The
Company covenants and agrees, so long as any of the Debentures remain
outstanding, that it will not, and will not permit any Restricted Subsidiary to,
enter into any transaction (including, without limitation, the purchase, sale,
lease or exchange of any property or the rendering of any service) with any
holder of 5% or more of any class of Capital Stock of the Company or with any
Affiliate of the Company or of any such holder, on terms that are less favorable
to the Company or such Restricted Subsidiary, as the case may be, than those
which might be obtained at the time of such transaction from a Person who is not
such a holder or Affiliate; provided, however, that this Section 4.09 shall not
limit, or be applicable to, (i) transactions pursuant to Restricted Stock
Purchase Agreements, (ii) the payment of reasonable and customary regular fees
to directors of the Company who are not employees of the Company, (iii) any
transaction between the Company and any of the Restricted Subsidiaries or
between any of the Restricted Subsidiaries, (iv) any transaction between an
Unrestricted Subsidiary and either the Company or a Restricted Subsidiary, or
(v) Exempt Repurchases.

            SECTION 4.10. Certificate to Trustee. The Company will furnish to
the Trustee not more than 90 days after the end of the Company's fiscal year in
each year (beginning with fiscal 1993) a brief certificate from the principal
executive, financial or accounting officer of the Company as to his or her
knowledge of the Company's compliance with all conditions and covenants under
the Indenture (such compliance to be determined without regard to any period of
grace or requirement of notice provided under the Indenture), stating that in
the course of the performance by the signer of his or her duties as an officer
of the Company, he or she would normally have knowledge of any default by the
Company and, if he or she has knowledge of any default, specifying each such
default of which the signer has knowledge and the nature thereof.

            SECTION 4.11. Limitation on Liens. Except as provided in Section
3.03(g), the Company will not, and will not permit any Restricted Subsidiary to,
create, incur or assume any Lien on any Principal Property or any shares of
Capital Stock or Indebtedness of any Restricted Subsidiary without making
effective provision for all of the Debentures and all other amounts due under
this Indenture to be directly secured equally and ratably with (or prior to) the
obligation or liability secured by such Lien unless, at the time of such
creation, incurrence or assumption


                                      -36-
<PAGE>
and, after giving effect thereto, the aggregate amount of all Indebtedness so
secured does not exceed five times Annualized Cash Flow; provided, however, that
if all Liens (other than Liens created pursuant to this Section 4.11 or Section
4.11 of the Indenture for the 2003 Notes) on Principal Property or on shares of
Capital Stock or Indebtedness of a Restricted Subsidiary which secure
Indebtedness of the Company or any Restricted Subsidiary are released, then (i)
all then existing Liens created pursuant to this Section (together with all then
existing Liens created pursuant to Section 4.11 of the Indenture for the 2003
Notes) shall be automatically released and (ii) the Trustee shall be authorized
to execute and deliver to the Company any documents requested by the Company
which are required to evidence the release of such Liens.

            The foregoing limitation does not apply to:

            (i)   Liens securing obligations of the Company to reimburse any
      bank or other Person in respect of amounts paid under letters of credit,
      acceptances or other similar instruments; or


                                      -37-
<PAGE>
            (ii)  Liens securing Indebtedness on the assets of any entity
      existing at the time such assets are acquired by the Company or any of its
      Restricted Subsidiaries, whether by merger, consolidation, purchase of
      assets or otherwise; provided that such Liens (x) are not created,
      incurred or assumed in connection with, or in contemplation of, such
      assets being acquired by the Company or any of its Restricted Subsidiaries
      and (y) do not extend to any other Principal Property or assets of the
      Company or any of its Restricted Subsidiaries.

                                  ARTICLE FIVE

                   DEBENTUREHOLDERS LISTS AND REPORTS BY THE
                            COMPANY AND THE TRUSTEE


            SECTION 5.01. Debentureholders Lists. If and so long as the Trustee
shall not be the Debenture registrar, the Company will furnish or cause to be
furnished to the Trustee a list in such form as the Trustee may reasonably
require of the names and addresses of the holders of the Debentures pursuant to
Section


                                      -38-
<PAGE>
312 of the Trust Indenture Act of 1939 (a) not more than 15 days after each
record date for the payment of semi-annual interest on the Debentures (as
specified in Section 2.03 hereof), as of such record date, and (b) at such other
times as the Trustee may request in writing, within thirty days after receipt by
the Company of any such request, such information to be as of a date not more
than fifteen days prior to the time such information is furnished.

            SECTION 5.02. Reports by the Company. (a) The Company covenants to
file with the Trustee, within fifteen days after the Company is required to file
the same with the Securities and Exchange Commission, copies of the annual
reports and of the information, documents and other reports (or copies of such
portions of any of the foregoing as said Commission may from time to time by
rules and regulations prescribe) which the Company may be required to file with
said Commission pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934.

            (b)   The Company covenants and agrees that it will deliver to the
Trustee and mail, or cause the Trustee to mail, to each holder of Debentures:

                  (1) as soon as available and in any event within 90 days after
            the end of each fiscal year of the Company (i) a consolidated
            balance sheet of the Company and its Subsidiaries as of the end of
            such fiscal year and the related consolidated statements of
            operations, shareholders' equity and cash flows for such fiscal
            year, all reported on by Deloitte & Touche or other independent
            public accountants of nationally recognized standing, (ii) a report
            containing a management's discussion and analysis of financial
            condition and results of operations and a description of the
            business and properties of the Company and (iii) a report as to the
            maximum amount of Restricted Payments that the Company could have
            made as of the end of the fiscal year without violating Section
            4.06, such report shall explain how such maximum amount was
            calculated and shall briefly describe any transaction that occurred
            during the last quarter that affected such maximum amount;

                  (2) as soon as available and in any event within 60 days after
            the end of each of the first three quarters of each fiscal year of
            the Company (i) an unaudited consolidated financial report for such
            quarter, (ii) a report containing a management's discussion and
            analysis of financial condition and results of operations and (iii)
            a report as to the maximum amount of Restricted Payments that the
            Company could have made as of the end of the quarter without
            violating Section 4.06, such


                                      -39-
<PAGE>
            report shall explain how such maximum amount was calculated and
            shall briefly describe any transaction that occurred during the
            quarter that affected such maximum amount;

                  (3) promptly upon the mailing thereof to the shareholders of
            the Company generally, copies of annual letters; and

                  (4) promptly upon the filing thereof, copies of all annual,
            quarterly, monthly or periodic reports which the Company shall have
            filed with the Securities and Exchange Commission.

            SECTION 5.03. Reports by the Trustee. Any Trustee's report required
under Section 313(a) of the Trust Indenture Act of 1939 shall be transmitted on
or before June 1, 1994, and on or before every June 1 thereafter, and shall be
dated as of a date 60 days prior to such June 1.

                                  ARTICLE SIX

                  REMEDIES OF THE TRUSTEE AND DEBENTUREHOLDERS
                    ON THE OCCURRENCE OF AN EVENT OF DEFAULT


            SECTION 6.01. Events of Default. In case one or more of the
following Events of Default shall have occurred and be continuing:

            (a)   default in the payment of any installment of interest upon any
      of the Debentures as and when the same shall become due and payable, and
      continuance of such default for a period of thirty days; or

            (b)   default in the payment of the principal of or premium, if any,
      on any of the Debentures as and when the same shall become due and payable
      either at maturity or in connection with any redemption, by declaration or
      otherwise; or

            (c)   failure on the part of the Company duly to observe or perform
      any other of the covenants or agreements on the part of the Company in the
      Debentures or in this Indenture continued for a period of sixty days after
      the date on which written notice of such failure, requiring the Company to
      remedy the same, shall have been given to the Company by the Trustee, or
      to the Company and the Trustee by the holders of at least twenty-five
      percent in aggregate principal amount of the Debentures at the time
      outstanding; or


                                      -40-
<PAGE>
            (d)   (i) default by the Company in the payment when due at maturity
      of any indebtedness for borrowed money (other than indebtedness which is
      non-recourse to the Company) in excess of $10,000,000 issued under an
      indenture or instrument evidencing such indebtedness, whether such
      indebtedness is outstanding at the date of this Indenture or is hereafter
      outstanding, and continuation of such default for the greater of any
      period of grace applicable thereto or ten days from the date of such
      default or (ii) an event of default, as defined in any indenture or
      instrument evidencing or under which the Company has at the date of this
      Indenture or shall hereafter have outstanding at least $10,000,000
      aggregate principal amount of indebtedness for borrowed money, shall
      happen and be continuing and such indebtedness shall have been accelerated
      so that the same shall be or become due and payable prior to the date on
      which the same would otherwise have become due and payable, and such
      acceleration shall not be rescinded or annulled, or such indebtedness
      shall not be discharged, within ten days after notice thereof shall have
      been given to the Company by the Trustee (if such event be known to it),
      or to the Company and the Trustee by the holders of at least 25% in
      aggregate principal amount of the Debentures at the time outstanding;
      provided that if such event of default or event of default under such
      indenture or instrument shall be remedied or cured by the Company or
      waived by the holders of such indebtedness, then the Event of Default
      hereunder by reason thereof shall be deemed likewise to have been
      thereupon remedied, cured or waived without further action upon the part
      of either the Trustee or any of the Debentureholders, and provided
      further, however, that, subject to the provisions of Section 7.01 the
      Trustee shall not be charged with knowledge of any such default or event
      of default unless written notice thereof shall have been given to the
      Trustee by the Company, by the holder or an agent of the holder of any
      such indebtedness, by the trustee then acting under any indenture or other
      instrument under which such default or event of default shall have
      occurred, or by the holders of not less than 25% in the aggregate
      principal amount of the Debentures at the time outstanding.

            (e)   the Company shall commence a voluntary case or other
      proceeding seeking liquidation, reorganization or other relief with
      respect to itself or its debts under any bankruptcy, insolvency or other
      similar law now or hereafter in effect or seeking the appointment of a
      trustee, receiver, liquidator, custodian, or other similar official of it
      or any substantial part of its property, or shall consent to any such
      relief or to the appointment of or taking possession by any such official
      in an involuntary case or other proceeding commenced against it, or shall
      make a general assignment for the benefit


                                      -41-
<PAGE>
      of creditors, or shall fail generally to pay its debts as they become due;
      or

            (f)   an involuntary case or other proceeding shall be commenced
      against the Company seeking liquidation, reorganization or other relief
      with respect to it or its debts under any bankruptcy, insolvency or other
      similar law now or hereafter in effect or seeking the appointment of a
      trustee, receiver, liquidator, custodian or other similar official of it
      or any substantial part of its property, and such involuntary case or
      other proceeding shall remain undismissed and unstayed for a period of 60
      consecutive days;

then and in each and every such case, unless the principal of all of the
Debentures shall have already become due and payable, either the Trustee or the
holders of not less than twenty-five percent in aggregate principal amount of
the Debentures then outstanding hereunder, by notice (an "Acceleration Notice")
in writing to the Company (and to the Trustee if given by Debentureholders), may
declare the principal of all the Debentures and the interest accrued thereon and
premium, if any, to be due and payable immediately, and (unless prior to the
date of such Acceleration Notice all Events of Default in respect of the
Debentures shall have been cured or waived) upon any such declaration the same
shall become and shall be immediately due and payable, anything in this
Indenture or in the Debentures contained to the contrary notwithstanding,
provided, that except in the case (A) of an Event of Default under clause (e) or
(f) above or (B) that no more than 10 days and no less than 5 days prior to the
giving of an Acceleration Notice the Trustee shall have given to the Company
(or, in the case of an acceleration by the Debentureholders, the
Debentureholders shall have given to the Trustee and the Company) a notice (a
"Pre-Acceleration Notice") in writing that in no more than 10 days the Trustee
(or the Debentureholders) intends to give an Acceleration Notice, an
Acceleration Notice shall not become effective until 5 days after receipt of
such notice by the Company (and the Trustee if given by Debentureholders). The
provision above regarding acceleration, however, is subject to the condition
that if, at any time after the principal of the Debentures shall have been so
declared due and payable, and before any judgment or decree for the payment of
the monies due shall have been obtained or entered as hereinafter provided, the
Company shall pay or shall deposit with the Trustee a sum sufficient to pay all
matured installments of interest upon all the Debentures and the principal of
and premium, if any, on any and all Debentures which shall have become due
otherwise than by acceleration (with interest on overdue installments of
interest (to the extent that payment of such interest is enforceable under
applicable law) and on such principal and premium, if any, at the rate borne by
the Debentures, to the date of such payment or deposit) and the


                                      -42-
<PAGE>
expenses of the Trustee, and any and all defaults under this Indenture, other
than the nonpayment of principal of and accrued interest on Debentures which
shall have become due by acceleration, shall have been remedied--then and in
every such case the holders of a majority in aggregate principal amount of the
Debentures then outstanding, by written notice to the Company and to the
Trustee, may waive all defaults and rescind and annul such declaration and its
consequences; but no such waiver or rescission and annulment shall extend to or
shall affect any subsequent default, or shall impair any right consequent
thereon.

            In case the Trustee shall have proceeded to enforce any right under
this Indenture and such proceedings shall have been discontinued or abandoned
because of such rescission or annulment or for any other reason or shall have
been determined adversely to the Trustee, then and in every such case the
Company, the holders of Debentures, and the Trustee shall be restored
respectively to their several positions and rights hereunder, and all rights,
remedies and powers of the Company, the holders of Debentures, and the Trustee
shall continue as though no such proceeding had been taken.

            The Trustee shall give the Debentureholders notice of any default
hereunder as and to the extent provided by the Trust Indenture Act of 1939. For
the purpose of this paragraph, the term "default" means any event which is, or
after notice or lapse of time or both would become, an Event of Default.

            SECTION 6.02. Payment of Debentures on Default; Suit Therefor. The
Company covenants that (a) in case default shall be made in the payment of any
installment of interest upon any of the Debentures as and when the same shall
become due and payable, and such default shall have continued for a period of
thirty days, or (b) in case default shall be made in the payment of the
principal of and premium, if any, on any of the Debentures as and when the same
shall have become due and payable, whether at maturity of the Debentures or in
connection with any redemption, by declaration or otherwise--then, upon demand
of the Trustee, the Company will pay to the Trustee, for the benefit of the
holders of the Debentures, the whole amount that then shall have become due and
payable on all such Debentures for principal and premium, if any, or interest,
or both, as the case may be, with interest upon the overdue principal and
premium, if any, and (to the extent that payment of such interest is enforceable
under applicable law) upon the overdue installments of interest at the rate
borne by the Debentures; and, in addition thereto, such further amount as shall
be sufficient to cover the costs and expenses of collection, including a
reasonable compensation to the Trustee, its agents, attorneys and counsel, and
any expenses or liabilities incurred by the Trustee hereunder other than through
its negligence or bad faith.


                                      -43-
<PAGE>
            In case the Company shall fail forthwith to pay such amounts upon
such demand, the Trustee, in its own name and as trustee of an express trust,
shall be entitled and empowered to institute any actions or proceedings at law
or in equity for the collection of the sums so due and unpaid, and may prosecute
any such action or proceeding to judgment or final decree, and may enforce any
such judgment or final decree against the Company or any other obligor on the
Debentures and collect in the manner provided by law out of the property of the
Company or any other obligor on the Debentures wherever situated the monies
adjudged or decreed to be payable.

            In case there shall be pending proceedings for the bankruptcy or for
the reorganization of the Company or any other obligor on the Debentures under
Title 11 of the United States Code, or any other applicable law, or in case a
receiver or trustee shall have been appointed for the property of the Company or
such other obligor, or in the case of any other similar judicial proceedings
relative to the Company or other obligor upon the Debentures, or to the
creditors or property of the Company or such other obligor, the Trustee,
irrespective of whether the principal of the Debentures shall then be due and
payable as therein expressed or by declaration or otherwise and irrespective of
whether the Trustee shall have made any demand pursuant to the provisions of
this Section 6.02, shall be entitled and empowered, by intervention in such
proceedings or otherwise, to file and prove a claim or claims for the whole
amount of principal, premium, if any, and interest owing and unpaid in respect
of the Debentures, and, in case of any judicial proceedings, 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 and of the Debentureholders allowed in such
judicial proceedings relative to the Company or any other obligor on the
Debentures, its or their creditors, or its or their property, and to collect and
receive any monies or other property payable or deliverable on any such claims,
and to distribute the same after the deduction of its charges and expenses; and
any receiver, assignee or trustee in bankruptcy or reorganization is hereby
authorized by each of the Debentureholders 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 Debentureholders, to pay to the Trustee any amount due it for
compensation and expenses, including counsel fees incurred by it up to the date
of such distribution. To the extent that such payment of reasonable
compensation, expenses and counsel fees out of the estate in any such
proceedings shall be denied for any reason, payment of the same shall be secured
by a lien on, and shall be paid out of, any and all distributions, dividends,
monies, securities and other property which the holders of the Debentures may be
entitled to receive in such proceedings,


                                      -44-
<PAGE>
whether in liquidation or under any plan of reorganization or arrangement or
otherwise.

            Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or adopt on behalf of any Debentureholder any plan of
reorganization or arrangement, affecting the Debentures or the rights of any
Debentureholder, or to authorize the Trustee to vote in respect of the claim of
any Debentureholder in any such proceeding.

            All rights of action and of asserting claims under this Indenture,
or under any of the Debentures, may be enforced by the Trustee without the
possession of any of the Debentures, or the production thereof on any trial or
other proceeding relative thereto, and any such suit or proceeding instituted by
the Trustee shall be brought in its own name as trustee of an express trust, and
any recovery of judgment shall be for the ratable benefit of the holders of the
Debentures.

            SECTION 6.03. Application of Monies Collected by Trustee. Any monies
collected by the Trustee shall be applied in the order following, at the date or
dates fixed by the Trustee for the distribution of such monies, upon
presentation of the several Debentures, and stamping thereon the payment, if
only partially paid, and upon surrender thereof if fully paid:

            First: To the payment of costs and expenses of collection and
      reasonable compensation to the Trustee, its agents, attorneys and counsel,
      and of all other expenses and liabilities incurred, and all advances made,
      by the Trustee except as a result of its negligence or bad faith;

            Second: In case the principal of the outstanding Debentures shall
      not have become due and be unpaid, to the payment of interest on the
      Debentures in the order of the maturity of the installments of such
      interest, with interest (to the extent that such interest has been
      collected by the Trustee) upon the overdue installments of interest at the
      rate borne by the Debentures, such payments to be made ratably to the
      persons entitled thereto;

            Third: In case the principal of the outstanding Debentures shall
      have become due, by declaration or otherwise, to the payment of the whole
      amount then owing and unpaid upon the Debentures for principal and
      premium, if any, and interest, with interest on the overdue principal and
      premium, if any, and (to the extent that such interest has been collected
      by the Trustee) upon overdue installments of interest at the rate borne by
      the Debentures; and in case such monies shall be insufficient to pay in
      full the whole amounts so due and unpaid upon the Debentures, then to the
      payment of


                                      -45-
<PAGE>
      such principal and premium, if any, and interest without preference or
      priority of principal and premium, if any, over interest, or of interest
      over principal and premium, if any, or of any installment of interest over
      any other installment of interest, or of any Debenture over any other
      Debenture, ratably to the aggregate of such principal and premium, if any,
      and accrued and unpaid interest;

            Fourth: To the payment of the remainder, if any, to the Company.

            SECTION 6.04. Proceedings by Debentureholder. No holder of any
Debenture shall have any right by virtue of or by availing of any provision of
this Indenture to institute any suit, action or proceeding in equity or at law
upon or under or with respect to this Indenture or for the appointment of a
receiver or trustee, or for any other remedy hereunder, unless such holder
previously shall have given to the Trustee written notice of default and of the
continuance thereof, as hereinbefore provided, and unless also the holders of
not less than twenty-five percent in aggregate principal amount of the
Debentures then outstanding shall have made written request upon the Trustee to
institute such action, suit or proceeding in its own name as Trustee hereunder
and shall have offered to the Trustee such reasonable indemnity as it may
require against the costs, expenses and liabilities to be incurred therein or
thereby, and the Trustee for sixty days after its receipt of such notice,
request and offer of indemnity, shall have neglected or refused to institute any
such action, suit or proceeding, it being understood and intended, and being
expressly covenanted by the taker and holder of every Debenture with every other
taker and holder and the Trustee, that no one or more holders of Debentures
shall have any right in any manner whatever by virtue of or by availing of any
provision of this Indenture to affect, disturb or prejudice the rights of any
other holder of such Debentures, or to obtain or seek to obtain priority over or
preference to any other such holder, or to enforce any right under this
Indenture, except in the manner herein provided and for the equal, ratable and
common benefit of all holders of Debentures (except as otherwise provided
herein). For the protection and enforcement of this Section 6.04, each and every
Debentureholder and the Trustee shall be entitled to such relief as can be given
either at law or in equity.

            Notwithstanding any other provisions of this Indenture (including
the first paragraph of this Section 6.04), however, the right of any holder of
any Debenture to receive payment of the principal of and premium, if any, and
interest on such Debenture, on or after the respective due dates expressed in
such Debenture, or to institute suit for the enforcement of any such payment on
or after such respective dates against the Company


                                      -46-
<PAGE>
shall not be impaired or affected without the consent of such holder.

            SECTION 6.05. Proceedings by Trustee. In case of an Event of Default
hereunder the Trustee may in its discretion proceed to protect and enforce the
rights vested in it by this Indenture by such appropriate judicial proceedings
as the Trustee shall deem most effectual to protect and enforce any of such
rights, either by suit in equity or by action at law or by proceeding in
bankruptcy or otherwise, whether for the specific enforcement of any covenant or
agreement contained in this Indenture or in aid of the exercise of any power
granted in this Indenture, or to enforce any other legal or equitable right
vested in the Trustee by this Indenture or by law.

            SECTION 6.06. Remedies Cumulative and Continuing. All powers and
remedies given by this Article Six to the Trustee or to the Debentureholders
shall, to the extent permitted by law, be deemed cumulative and not exclusive of
any thereof or of any other powers and remedies available to the Trustee or the
holders of the Debentures, by judicial proceedings or otherwise, to enforce the
performance or observance of the covenants and agreements contained in this
Indenture, and no delay or omission of the Trustee or of any holder of any of
the Debentures to exercise any right or power accruing upon any default
occurring and continuing as aforesaid shall impair any such right or power, or
shall be construed to be a waiver of any such default or an acquiescence
therein; and, subject to the provisions of Section 6.04, every power and remedy
given by this Article Six or by law to the Trustee or to the Debentureholders
may be exercised from time to time, and as often as shall be deemed expedient,
by the Trustee or by the Debentureholders.

            SECTION 6.07. Direction of Proceedings and Waiver of Defaults by
Majority Debentureholders. The holders of a majority in aggregate principal
amount of the Debentures at the time outstanding determined in accordance with
Section 8.04 shall have the right to direct the time, method, and place of
conducting any proceeding for any remedy available to the Trustee or exercising
any trust or power conferred on the Trustee; provided, however, that (subject to
the provisions of Section 7.01) the Trustee shall have the right to decline to
follow any such direction if the Trustee shall be advised by counsel that the
action or proceeding so directed may not lawfully be taken or if the Trustee in
good faith by its board of directors or trustees, executive committee, or a
trust committee of directors or trustees and/or Responsible Officers shall
determine that the action or proceedings so directed could involve the Trustee
in personal liability. Prior to any declaration accelerating the maturity of the
Debentures, the holders of a majority in aggregate principal amount of the
Debentures at the time


                                      -47-
<PAGE>
outstanding may on behalf of the holders of all of the Debentures waive any past
default or Event of Default hereunder and its consequences except a default in
the payment of interest, or premium, if any, on, or the principal of, the
Debentures. Upon any such waiver the Company, the Trustee and the holders of the
Debentures shall be restored to their former positions and rights hereunder,
respectively; but no such waiver shall extend to any subsequent or other default
or Event of Default or impair any right consequent thereon. Whenever any default
or Event of Default hereunder shall have been waived as permitted by this
Section 6.07, said default or Event of Default shall for all purposes of the
Debentures and this Indenture be deemed to have been cured and to be not
continuing.

                                 ARTICLE SEVEN

                             CONCERNING THE TRUSTEE


            SECTION 7.01. Duties and Responsibilities of Trustee; During
Default; Prior to Default. The Trustee, prior to the occurrence of an Event of
Default and after the curing or waiving of all Events of Default which may have
occurred, undertakes to perform such duties and only such duties as are
specifically set forth in this Indenture. In case an Event of Default has
occurred (which has not been cured or waived) 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 their exercise, as a prudent man would exercise or use under
the circumstances in the conduct of his own affairs.

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

            (a)   prior to the occurrence of an Event of Default and after the
      curing or waiving of all Events of Default which may have occurred:

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


                                      -48-
<PAGE>
                  (2)   in the absence of bad faith on the part of the Trustee,
      the Trustee may conclusively rely, as to the truth of the statements and
      the correctness of the opinions expressed therein, upon any statements,
      certificates or opinions furnished to the Trustee and conforming to the
      requirements of this Indenture; but, in the case of any such statements,
      certificates or opinions which by any provisions hereof are specifically
      required to be furnished to the Trustee, the Trustee shall be under a duty
      to examine the same to determine whether or not they conform to the
      requirements of this Indenture;

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

            (c)   the Trustee shall not be liable with respect to any action
      taken or omitted to be taken by it in good faith in accordance with the
      direction of the holders of not less than a majority in principal amount
      of the Debentures at the time outstanding determined as provided in
      Section 8.04 relating to the time, method and place of conducting any
      proceeding for any remedy available to the Trustee, or exercising any
      trust or power conferred upon the Trustee, under this Indenture.

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

            The Trustee shall not be deemed to have notice of any Event of
Default described in Section 6.01(c), 6.01(d), 6.01(e) or 6.01(f) or any event
which, with the passage of time, might become an Event of Default described in
Section 6.01(c), 6.01(d), 6.01(e) or 6.01(f) unless the Trustee has received
written notice thereof, addressed to a Responsible Officer of the Trustee.

            This Section 7.01 is in furtherance of and subject to Sections 315
and 316 of the Trust Indenture Act of 1939.

            SECTION 7.02. Certain Rights of the Trustee. In furtherance of and
subject to the Trust Indenture Act of 1939, and subject to Section 7.01:

            (a)   the Trustee may rely and shall be protected in acting upon any
      resolution, certificate, statement, instrument, opinion, report, notice,
      request, consent, order,


                                      -49-
<PAGE>
      bond, debenture or other paper or document believed by it to be genuine
      and to have been signed or presented by the proper party or parties;

            (b)   any request, direction, order or demand of the Company
      mentioned herein shall be sufficiently evidenced by an Officers'
      Certificate (unless other evidence in respect thereof be herein
      specifically prescribed); and any resolution of the Board of Directors may
      be evidenced to the Trustee by a copy thereof certified by the Secretary
      or an Assistant Secretary of the Company;

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

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

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

            (f)   prior to the occurrence of an Event of Default hereunder and
      after the curing or waiving of all Events of Default, the Trustee shall
      not be bound to make any investigation into the facts or matters stated in
      any resolution, certificate, statement, instrument, opinion, report,
      notice, request, consent, order, approval, bond, debenture, note or other
      paper or document unless requested in writing to do so by the holders of
      not less than a majority in principal amount of the Debentures then
      outstanding; provided, however, that if the payment within a reasonable
      time to the Trustee of the costs, expenses or liabilities likely to be
      incurred by it in the making of such investigation is, in the opinion of
      the Trustee, not reasonably assured to the Trustee by the security
      afforded to it by the terms of this Indenture, the Trustee may require
      reasonable indemnity against such expense or liability as a condition to
      so proceeding; and

            (g)   the Trustee may execute any of the trusts or powers hereunder
      or perform any duties hereunder either directly or


                                      -50-
<PAGE>
      by or through agents or attorneys and the Trustee shall not be responsible
      for any misconduct or negligence on the part of any agent or attorney
      appointed by it with due care hereunder.

            SECTION 7.03. No Responsibility for Recitals, etc. The recitals
contained herein and in the Debentures (except in the Trustee's certificate of
authentication) shall be taken as the statements of the Company, and the Trustee
assumes no responsibility for the correctness of the same. The Trustee makes no
representations as to the validity or sufficiency of this Indenture or of the
Debentures. The Trustee shall not be responsible for the statements relating to
the Debentures in the registration statement for the Debentures filed with the
Securities and Exchange Commission. The Trustee shall not be accountable for the
use or application by the Company of any Debentures or the proceeds of any
Debentures authenticated and delivered by the Trustee in conformity with the
provisions of this Indenture.

            SECTION 7.04. Trustee, Paying Agents or Registrar May Own
Debentures. The Trustee or any paying agent or Debenture registrar or any other
agent of the Company, in its individual or any other capacity, may become the
owner or pledgee of Debentures with the same rights it would have if it were not
Trustee, paying agent, Debenture registrar or such other agent.

            SECTION 7.05. Monies to Be Held in Trust. Subject to the provisions
of Section 12.04, all monies received by the Trustee shall, until used or
applied as herein provided, be held in trust for the purposes for which they
were received. Money held by the Trustee in trust hereunder need not be
segregated from other funds except to the extent required by law. The Trustee
shall be under no liability for interest on any money received by it hereunder
except as otherwise agreed in writing with the Company.

            SECTION 7.06. Compensation and Expenses of Trustee. The Company
covenants and agrees to pay to the Trustee from time to time, and the Trustee
shall be entitled to, reasonable compensation (which shall not be limited by any
provision of law in regard to the compensation of a trustee of an express
trust), and the Company will pay or reimburse the Trustee upon its request for
all reasonable expenses, disbursements and advances incurred or made by the
Trustee in accordance with any of the provisions of this Indenture (including
the reasonable compensation and the expenses and disbursements of its counsel
and of all persons not regularly in its employ) except to the extent any such
expense, disbursement or advance may arise from its negligence or bad faith. The
Company also covenants to indemnify and defend the Trustee for, and to hold it
harmless against, any loss, liability or expense arising out of or in


                                      -51-
<PAGE>
connection with the acceptance or administration of this trust and the
performance of its duties hereunder, including the costs and expenses of
defending itself against any claim of liability in the premises, except to the
extent any such loss, liability or expense may arise from the Trustee's
negligence or bad faith. The obligations of the Company under this Section 7.06
to compensate or indemnify the Trustee and to pay or reimburse the Trustee for
expenses, disbursements and advances shall be secured by a lien prior to that of
the Debentures upon all property and funds held or collected by the Trustee as
such, except funds held in trust for the benefit of the holders of particular
Debentures. The obligation of the Company under this Section shall survive the
satisfaction and discharge of this Indenture. Any compensation or expense
incurred by the Trustee after a default specified in Section 6.01(e) or 6.01(f)
is intended to constitute an expense of administration under any then applicable
bankruptcy or insolvency law. "Trustee" for purposes of this Section 7.06 shall
include any predecessor Trustee but the negligence or bad faith of any Trustee
shall not affect the rights of any other Trustee under this Section 7.06.

            SECTION 7.07. Officers' Certificate as Evidence. Except as otherwise
provided in Section 7.01, whenever in the administration of the provisions of
this Indenture the Trustee shall deem it necessary or desirable that a matter be
proved or established prior to taking or omitting any action hereunder, such
matter (unless other evidence in respect thereof be herein specifically
prescribed) may, in the absence of negligence or bad faith on the part of the
Trustee, be deemed to be conclusively proved and established by an Officers'
Certificate delivered to the Trustee, and such Certificate, in the absence of
negligence or bad faith on the part of the Trustee, shall be full warrant to the
Trustee for any action taken or omitted by it under the provisions of this
Indenture upon the faith thereof.

            SECTION 7.08. Eligibility of Trustee. The Trustee hereunder shall at
all times be a corporation having a combined capital and surplus of at least
twenty-five million dollars, and which is eligible in accordance with the
provisions of Section 310(a) of the Trust Indenture Act of 1939. If such
corporation publishes reports of condition at least annually, pursuant to law or
to the requirements of a Federal, State, or District of Columbia supervising or
examining authority, then for the purposes of this Section 7.08, the combined
capital and surplus of such corporation shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published.

            SECTION 7.09. Resignation or Removal of Trustee. (a) The Trustee may
at any time resign by giving written notice of resignation to the Company and by
mailing notice thereof to


                                      -52-
<PAGE>
the holders of Debentures at their addresses as they shall appear on the
registry books of the Company. Upon receiving such notice of resignation, the
Company shall promptly appoint a successor trustee by written instrument, in
duplicate, executed by order of the Board of Directors, one copy of which
instrument shall be delivered to the resigning Trustee and one copy to the
successor trustee. If no successor trustee shall have been so appointed and have
accepted appointment within sixty days after the mailing of such notice of
resignation to the Debentureholders, the resigning Trustee may petition any
court of competent jurisdiction for the appointment of a successor trustee, or
any Debentureholder who has been a bona fide holder of a Debenture or Debentures
for at least six months may, subject to the provisions of Section 315(e) of the
Trust Indenture Act of 1939, on behalf of himself and all others similarly
situated, petition any such court for the appointment of a successor trustee.
Such court may thereupon, after such notice, if any, as it may deem proper and
prescribe, appoint a successor trustee.

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

            (1)   the Trustee shall fail to comply with the provisions of
      Section 310(b) of the Trust Indenture Act of 1939, after written request
      therefor by the Company or by any Debentureholder who has been a bona fide
      holder of a Debenture or Debentures for at least six months, or

            (2)   the Trustee shall cease to be eligible in accordance with the
      provisions of Section 7.08 and shall fail to resign after written request
      therefor by the Company or by any such Debentureholder, or

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

then, in any such case the Company may remove the Trustee and appoint a
successor trustee by written instrument, in duplicate, executed by order of the
Board of Directors, one copy of which instrument shall be delivered to the
Trustee so removed and one copy to the successor trustee, or, subject to Section
315(e) of the Trust Indenture Act of 1939, any Debentureholder who has been a
bona fide holder of a Debenture or Debentures for at least six months may, on
behalf of himself and all others similarly situated, petition any court of
competent jurisdiction for the removal of the Trustee and the appointment of a
successor trustee. Such court may thereupon, after such notice, if any, as


                                      -53-
<PAGE>
it may deem proper and prescribe, remove the Trustee and appoint a successor
trustee.

            (c)   The holders of a majority in aggregate principal amount of the
Debentures at the time outstanding may at any time remove the Trustee and
nominate a successor trustee which shall be deemed appointed as successor
trustee unless within ten days after such nomination the Company objects
thereto, in which case the Trustee so removed or any Debentureholder, upon the
terms and conditions and otherwise as in subdivision (a) of this Section 7.09
provided, may petition any court of competent jurisdiction for an appointment of
a successor trustee.

            (d)   Any resignation or removal of the Trustee and appointment of a
successor trustee to any of the provisions of this Section 7.09 shall become
effective upon acceptance of appointment by the successor trustee as provided in
Section 7.10.

            SECTION 7.10. Acceptance by Successor Trustee. Any successor trustee
appointed as provided in Section 7.09 shall execute, acknowledge and deliver to
the Company and to its predecessor trustee an instrument accepting such
appointment hereunder, and thereupon the resignation or removal of the
predecessor trustee shall become effective and such successor trustee, without
any further act, deed or conveyance, shall become vested with all the rights,
powers, duties and obligations of its predecessor hereunder, with like effect as
if originally named as trustee herein; but, nevertheless, on the written request
of the Company or of the successor trustee, the trustee ceasing to act shall,
upon payment of any amounts then due it pursuant to the provisions of Section
7.06, execute and deliver an instrument transferring to such successor trustee
all the rights and powers of the trustee so ceasing to act. Upon request of any
such successor trustee, the Company shall execute any and all instruments in
writing for more fully and certainly vesting in and confirming to such successor
trustee all such rights and powers. Any trustee ceasing to act shall,
nevertheless, retain a lien upon all property or funds held or collected by such
trustee to secure any amounts then due it pursuant to the provisions of Section
7.06.

            Upon acceptance of appointment by a successor trustee as provided in
this Section 7.10, the Company shall mail notice of the succession of such
trustee hereunder to the holders of Debentures at their addresses as they shall
appear on the registry books of the Company. If the Company fails to mail such
notice within ten days after acceptance of appointment by the successor trustee,
the successor trustee shall cause such notice to be mailed at the expense of the
Company.


                                      -54-
<PAGE>
            SECTION 7.11. Succession by Merger, etc. Any corporation into which
the Trustee may be merged or converted or with which it may be consolidated, or
any corporation resulting from any merger, conversion or consolidation to which
the Trustee shall be a party, or any corporation succeeding to all or
substantially all of the corporate trust business of the Trustee, shall be the
successor to the Trustee hereunder, provided such corporation shall be eligible
under the provisions of Section 7.08 without the execution or filing of any
paper or any further act on the part of any of the parties hereto, anything to
the contrary notwithstanding.

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

            SECTION 7.12. Disqualification; Conflicting Interests. If the
Trustee has or shall acquire a conflicting interest within the meaning of the
Trust Indenture Act of 1939, the Trustee shall either eliminate such interest or
resign, to the extent and in the manner provided by, and subject to the
provisions of, the Trust Indenture Act of 1939 and this Indenture. The Indenture
dated as of June 1, 1993 between the Company and the Trustee relating to the
2003 Notes is excluded from the operation of Section 310(b)(1) of the Trust
Indenture Act of 1939.

                                 ARTICLE EIGHT

                        CONCERNING THE DEBENTUREHOLDERS


            SECTION 8.01. Action by Debentureholders. Whenever in this Indenture
it is provided that the holders of a specified percentage in aggregate principal
amount of the Debentures may take any action (including the making of any demand
or request, the giving of any notice, consent or waiver or the taking of any


                                      -55-
<PAGE>
other action), the fact that at the time of taking any such action the holders
of such specified percentage have joined therein may be evidenced (a) by any
instrument or any number of instruments of similar tenor executed by
Debentureholders in person or by agent or proxy appointed in writing, or (b) by
the record of the holders of Debentures voting in favor thereof at any meeting
of Debentureholders duly called and held in accordance with the provisions of
Article Nine, or (c) by a combination of such instrument or instruments and any
such record of such a meeting of Debentureholders.

            SECTION 8.02. Proof of Execution by Debentureholders; Record Date.
Subject to the provisions of Sections 7.01, 7.02 and 9.05, proof of the
execution of any instrument by a Debentureholder or his agent or proxy shall be
sufficient if made in accordance with such reasonable rules and regulations as
may be prescribed by the Trustee or in such manner as shall be satisfactory to
the Trustee. The ownership of Debentures shall be proved by the registry of such
Debentures or by a certificate of the Debenture registrar. The Company may set a
record date for purposes of determining the identity of holders of Debentures
entitled to vote or consent to any action referred to in Section 8.01 or Section
9.01, which record date may be set at any time or from time to time by notice to
the Trustee, for any date or dates (in the case of any adjournment or
resolicitation) not more than 60 days nor less than five days prior to the
proposed date of such vote or consent, and thereafter, notwithstanding any other
provisions hereof, only holders of Debentures of record on such record date
shall be entitled to so vote or give such consent or to withdraw such vote or
consent.

            The record of any Debentureholders' meeting shall be proved in the
manner provided in Section 9.06.

            SECTION 8.03. Who Are Deemed Absolute Owners. The Company, the
Trustee, any paying agent, and any Debenture registrar may deem the person in
whose name such Debenture shall be registered upon the books of the Company to
be, and may treat him as, the absolute owner of such Debenture (whether or not
such Debenture shall be overdue and notwithstanding any notation of ownership or
other writing thereon) for the purpose of receiving payment of or on account of
the principal of and premium, if any, and interest on such Debenture; and
neither the Company nor the Trustee nor any paying agent nor any Debenture
registrar shall be affected by any notice to the contrary. All such payments so
made to any holder for the time being, or upon his order shall be valid, and, to
the extent of the sum or sums so paid, effectual to satisfy and discharge the
liability for monies payable upon any such Debenture.


                                      -56-
<PAGE>
            SECTION 8.04. Company-Owned Debentures Disregarded. In determining
whether the holders of the requisite aggregate principal amount of Debentures
have concurred in any direction, consent, waiver or other action under this
Indenture, Debentures which are owned by the Company or any other obligor on the
Debentures or by any person directly or indirectly controlling or controlled by
or under direct or indirect common control with the Company or any other obligor
on the Debentures shall be disregarded and deemed not to be outstanding for the
purpose of any such determination; provided that for the purposes of determining
whether the Trustee shall be protected in relying on any such direction,
consent, waiver or other action only Debentures which the Trustee knows are so
owned shall be so disregarded. Debentures so owned which have been pledged in
good faith may be regarded as outstanding for the purposes of this Section 8.04
if the pledgee shall establish to the satisfaction of the Trustee the pledgee's
right to vote such Debentures and that the pledgee is not the Company or any
other obligor or a person directly or indirectly controlling or controlled by or
under direct or indirect common control with the Company or any such other
obligor. In the case of a dispute as to such right, any decision by the Trustee
taken upon the advice of counsel shall be full protection to the Trustee.

            SECTION 8.05. Revocation of Consents; Future Holders Bound. At any
time prior to (but not after) the evidencing to the Trustee, as provided in
Section 8.01, of the taking of any action by the holders of the percentage in
aggregate principal amount of the Debentures specified in this Indenture in
connection with such action, any holder of a Debenture which is shown by the
evidence to be included in the Debentures the holders of which have consented to
such action may, by filing written notice with the Trustee at the Principal
Office of the Trustee and upon proof of holding as provided in Section 8.02,
revoke such action so far as concerns such Debenture. Except as aforesaid any
such action taken by the holder of any Debenture shall be conclusive and binding
upon such holder and upon all future holders and owners of such Debenture,
irrespective of whether any notation in regard thereto is made upon such
Debenture or any Debenture issued in exchange or substitution therefor.

                                  ARTICLE NINE

                           DEBENTUREHOLDERS' MEETINGS


            SECTION 9.01. Purposes of Meetings. A meeting of Debentureholders
may be called at any time and from time to time pursuant to the provisions of
this Article Nine for any of the following purposes:


                                      -57-
<PAGE>
            (1)   to give any notice to the Company or to the Trustee or to give
      any directions to the Trustee, or to consent to the waiving of any default
      hereunder and its consequences, or to take any other action authorized to
      be taken by Debentureholders pursuant to any of the provisions of Article
      Six;

            (2)   to remove the Trustee and nominate a successor trustee
      pursuant to the provisions of Article Seven;

            (3)   to consent to the execution of an indenture or indentures
      supplemental hereto pursuant to the provisions of Section 10.02; or

            (4)   to take any other action authorized to be taken by or on
      behalf of the holders of any specified aggregate principal amount of the
      Debentures under any other provision of this Indenture or under applicable
      law.

            SECTION 9.02. Call of Meetings by Trustee. The Trustee may at any
time call a meeting of Debentureholders to take any action specified in Section
9.01, to be held at such time and at such place in the Borough of Manhattan, The
City of New York, New York, as the Trustee shall determine. Notice of every
meeting of the Debentureholders, setting forth the time and the place of such
meeting and in general terms the action proposed to be taken at such meeting,
shall be mailed to holders of Debentures at their addresses as they shall appear
on the registry books of the Company. Such notice shall be mailed not less than
twenty nor more than ninety days prior to the date fixed for the meeting.

            Any meeting of Debentureholders shall be valid without notice if the
holders of all Debentures then outstanding are present in person or by proxy or
if notice is waived before or after the meeting by the holders of all Debentures
outstanding, and if the Company and the Trustee are either present by duly
authorized representatives or have, before or after the meeting, waived notice.

            SECTION 9.03. Call of Meetings by Company or Debentureholders. In
case at any time the Company, pursuant to a resolution of its Board of
Directors, or the holders of at least ten percent in aggregate principal amount
of the Debentures then outstanding, shall have requested the Trustee to call a
meeting of Debentureholders, by written request setting forth in reasonable
detail the action proposed to be taken at the meeting, and the Trustee shall not
have mailed the notice of such meeting within twenty days after receipt of such
request, then the Company or such Debentureholders may determine the time and
the place in said Borough of Manhattan for such meeting and may call


                                      -58-
<PAGE>
such meeting to take any action authorized in Section 9.01, by mailing notice
thereof as provided in Section 9.02.

            SECTION 9.04. Qualifications for Voting. To be entitled to vote at
any meeting of Debentureholders a person shall (a) be a holder of one or more
Debentures as of the record date in respect of such vote set pursuant to Section
8.02 or (b) be a person appointed by an instrument in writing as proxy by a
holder of one or more Debentures. The only persons who shall be entitled to be
present or to speak at any meeting of Debentureholders shall be the persons
entitled to vote at such meeting and their counsel and any representatives of
the Trustee and its counsel and any representatives of the Company and its
counsel.

            SECTION 9.05. Regulations. Notwithstanding any other provision of
this Indenture, the Trustee may make such reasonable regulations as it may deem
advisable for any meeting of Debentureholders, in regard to proof of the holding
of Debentures and of the appointment of proxies, and in regard to the
appointment and duties of inspectors of votes, the submission and examination of
proxies, certificates and other evidence of the right to vote, and such other
matters concerning the conduct of the meeting as it shall think fit.

            The Trustee shall, by an instrument in writing, appoint a temporary
chairman of the meeting, unless the meeting shall have been called by the
Company or by Debentureholders as provided in Section 9.03, in which case the
Company or the Debentureholders calling the meeting, as the case may be, shall
in like manner appoint a temporary chairman. A permanent chairman and a
permanent secretary of the meeting shall be elected by vote of the holders of a
majority in principal amount of the Debentures represented at the meeting and
entitled to vote at the meeting.

            Subject to the provisions of Section 8.04, at any meeting each
Debentureholder or proxy shall be entitled to one vote for each $100,000
principal amount of Debentures held or represented by him; provided, however,
that no vote shall be cast or counted at any meeting in respect of any Debenture
challenged as not outstanding and ruled by the chairman of the meeting not to be
outstanding. The chairman of the meeting shall have no right to vote other than
by virtue of Debentures held by him or instruments in writing as aforesaid duly
designating him as the person to vote on behalf of other Debentureholders. Any
meeting of Debentureholders duly called pursuant to the provisions of Section
9.02 or 9.03 may be adjourned from time to time by a majority of the votes
present, whether or not constituting a quorum, and the meeting may be held as so
adjourned without further notice.


                                      -59-
<PAGE>
            SECTION 9.06. Voting. The vote upon any resolution submitted to any
meeting of Debentureholders shall be by written ballot on which shall be
subscribed the signatures of the holders of Debentures or of their
representatives by proxy and the principal amount of the Debentures held or
represented by them. The permanent chairman of the meeting shall appoint two
inspectors of votes who shall count all votes cast at the meeting for or against
any resolution and who shall make and file with the secretary of the meeting
their verified written reports in duplicate of all votes cast at the meeting. A
record in duplicate of the proceedings of each meeting of Debentureholders shall
be prepared by the secretary of the meeting and there shall be attached to said
record the original reports of the inspectors of votes on any vote by ballot
taken thereat and affidavits by one or more persons having knowledge of the
facts setting forth a copy of the notice of the meeting and showing that said
notice was mailed as provided in Section 9.02. The record shall show the
principal amount of the Debentures voting in favor of or against any resolution.
The record shall be signed and verified by the affidavits of the permanent
chairman and secretary of the meeting and one of the duplicates shall be
delivered to the Company and the other to the Trustee to be preserved by the
Trustee, the latter to have attached thereto the ballots voted at the meeting.

            Any record so signed and verified shall be conclusive evidence of
the matters therein stated.

            SECTION 9.07. No Delay of Rights by Meeting. Nothing in this Article
Nine contained shall be deemed or construed to authorize or permit, by reason of
any call of a meeting of Debentureholders or any rights expressly or impliedly
conferred hereunder to make such call, any hindrance or delay in the exercise of
any right or rights conferred upon or reserved to the Trustee or to the
Debentureholders under any of the provisions of this Indenture or of the
Debentures.


                                      -60-
<PAGE>
                                  ARTICLE TEN

                            SUPPLEMENTAL INDENTURES


            SECTION 10.01. Supplemental Indentures without Consent of
Debentureholders. The Company, when authorized by the resolutions of the Board
of Directors, and the Trustee may from time to time and at any time enter into
an indenture or indentures supplemental hereto for one or more of the following
purposes:

            (a)   to evidence the succession of another corporation to the
      Company, or successive successions, and the assumption by the successor
      corporation of the covenants, agreements and obligations of the Company
      pursuant to Article Eleven hereof;

            (b)   to add to the covenants of the Company such further covenants,
      restrictions or conditions as the Board of Directors and the Trustee shall
      consider to be for the benefit of the holders of Debentures, and to make
      the occurrence, or the occurrence and continuance, of a default in any
      such additional covenants, restrictions or conditions a default or an
      Event of Default permitting the enforcement of all or any of the several
      remedies provided in this Indenture as herein set forth; provided,
      however, that in respect of any such additional covenant, restriction or
      condition such supplemental indenture may provide for a particular period
      of grace after default (which period may be shorter or longer than that
      allowed in the case of other defaults) or may provide for an immediate
      enforcement upon such default or may limit the remedies available to the
      Trustee upon such default;

            (c)   to provide for the issuance under this Indenture of Debentures
      in coupon form (including Debentures registrable as to principal only) and
      to provide for exchangeability of such Debentures with the Debentures
      issued hereunder in fully registered form and to make all appropriate
      changes for such purpose; or

            (d)   to cure any ambiguity or to correct or supplement any
      provision contained herein or in any supplemental indenture which may be
      inconsistent with any other provision contained herein or in any
      supplemental indenture, or to make such other provisions in regard to
      matters or questions arising under this Indenture which shall not
      adversely affect the interests of the holders of the Debentures in any
      material respect.

            The Trustee is hereby authorized to join with the Company in the
execution of any such supplemental indenture, to make any


                                      -61-
<PAGE>
further appropriate agreements and stipulations which may be therein contained
and to accept the conveyance, transfer and assignment of any property
thereunder, but the Trustee shall not be obligated to, but may in its
discretion, enter into any such supplemental indenture which affects the
Trustee's own rights, duties or immunities under this Indenture or otherwise.

            Any supplemental indenture authorized by the provisions of this
Section 10.01 may be executed by the Company and the Trustee without the consent
of the holders of any of the Debentures at the time outstanding, notwithstanding
any of the provisions of Section 10.02.

            SECTION 10.02. Supplemental Indentures with Consent of
Debentureholders. With the consent (evidenced as provided in Section 8.01) of
the holders of a majority in aggregate principal amount of the Debentures at the
time outstanding, the Company, when authorized by the resolutions of the Board
of Directors, and the Trustee may from time to time and at any time enter into
an indenture or indentures supplemental hereto for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Indenture or of any supplemental indenture or of modifying in any manner
the rights of the holders of the Debentures; provided, however, that no such
supplemental indenture shall (i) extend the fixed maturity of any Debenture, or
reduce the rate or extend the time of payment of interest thereon, or reduce the
principal amount thereof or premium, if any, thereon, or make the principal
thereof or interest or premium, if any, thereon payable in any coin or currency
other than that provided in the Debentures without the consent of the holder of
each Debenture so affected, or (ii) reduce the aforesaid percentage of
Debentures, the holders of which are required to consent to any such
supplemental indenture, without the consent of the holders of all Debentures
then outstanding.

            Upon the request of the Company, accompanied by a copy of the
resolutions of the Board of Directors certified by its Secretary or Assistant
Secretary authorizing the execution of any such supplemental indenture, and upon
the filing with the Trustee of evidence of the consent of Debentureholders as
aforesaid, the Trustee shall join with the Company in the execution of such
supplemental indenture unless such supplemental indenture affects the Trustee's
own rights, duties or immunities under this Indenture or otherwise, in which
case the Trustee may in its discretion, but shall not be obligated to, enter
into such supplemental indenture.

            It shall not be necessary for the consent of the Debentureholders
under this Section 10.02 to approve the particular form of any proposed
supplemental indenture, but it


                                      -62-
<PAGE>
shall be sufficient if such consent shall approve the substance thereof.

            SECTION 10.03. Compliance with Trust Indenture Act; Effect of
Supplemental Indentures. Any supplemental indenture executed pursuant to the
provisions of this Article Ten, and this Indenture as affected by such
supplemental indenture, shall comply with the Trust Indenture Act of 1939, as
then in effect. Upon the execution of any supplemental indenture pursuant to the
provisions of this Article Ten, this Indenture shall be and be deemed to be
modified and amended in accordance therewith and the respective rights,
limitation of rights, obligations, duties and immunities under this Indenture of
the Trustee, the Company and the holders of Debentures shall thereafter be
determined, exercised and enforced hereunder subject in all respects to such
modifications and amendments and all the terms and conditions of any such
supplemental indenture shall be and be deemed to be part of the terms and
conditions of this Indenture for any and all purposes.

            SECTION 10.04. Notation on Debentures. Debentures authenticated and
delivered after the execution of any supplemental indenture pursuant to the
provisions of this Article Ten may bear a notation in form approved by the
Trustee as to any matter provided for in such supplemental indenture. If the
Company or the Trustee shall so determine, new Debentures so modified as to
conform, in the opinion of the Trustee and the Board of Directors, to any
modification of this Indenture contained in any such supplemental indenture may
be prepared and executed by the Company, authenticated by the Trustee and
delivered in exchange for the Debentures then outstanding, upon surrender of
such Debentures then outstanding.

            SECTION 10.05. Evidence of Compliance of Supplemental Indenture to
Be Furnished to the Trustee. The Trustee, subject to the provisions of Sections
7.01 and 7.02, may receive an Officers' Certificate and an Opinion of Counsel as
conclusive evidence that any supplemental indenture executed pursuant hereto
complies with the requirements of this Article Ten.

                                 ARTICLE ELEVEN

               CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE


            SECTION 11.01. Company May Consolidate, etc., on Certain Terms.
Subject to the provisions of Section 11.02, nothing contained in this Indenture
or in any of the Debentures shall prevent any consolidation or merger of the
Company with or into any other corporation or corporations (whether or not
affiliated


                                      -63-
<PAGE>
with the Company), or successive consolidations or mergers in which the Company
or its successor or successors shall be a party or parties, or shall prevent any
sale, conveyance or lease (or successive sales, conveyances or leases) of all or
substantially all of the property of the Company, to any other corporation
(whether or not affiliated with the Company), if such corporation is authorized
to acquire and operate the same and is organized under the laws of a State of
the United States or the District of Columbia; provided, however, and the
Company hereby covenants and agrees, (i) that upon any such consolidation,
merger, sale, conveyance or lease, the due and punctual payment of the principal
of and premium, if any, and interest on all of the Debentures, according to
their tenor, and the due and punctual performance and observance of all of the
covenants and conditions of this Indenture to be performed by the Company, shall
be expressly assumed, by supplemental indenture satisfactory in form to the
Trustee, executed and delivered to the Trustee by the corporation (if other than
the Company) formed by such consolidation, or into which the Company shall have
been merged, or by the corporation which shall have acquired or leased such
property and (ii) that immediately after such consolidation, merger, sale,
conveyance or lease, the surviving, succeeding, acquiring or leasing corporation
shall not be in default under this Indenture.

            SECTION 11.02. Successor Corporation to Be Substituted. In case of
any such consolidation, merger, sale, conveyance or lease and upon the
assumption by the successor corporation, by supplemental indenture, executed and
delivered to the Trustee and satisfactory in form to the Trustee, of the due and
punctual payment of the principal of and premium, if any, and interest on all of
the Debentures and the due and punctual performance of all of the covenants and
conditions of this Indenture to be performed by the Company, such successor
corporation shall succeed to and be substituted for the Company, with the same
effect as if it had been named herein as the party of the first part. Such
successor corporation thereupon may cause to be signed, and may issue in its own
name any or all of the Debentures issuable hereunder which theretofore shall not
have been signed by the Company and delivered to the Trustee; and, upon the
order of such successor corporation instead of the Company and subject to all
the terms, conditions and limitations in this Indenture prescribed, the Trustee
shall authenticate and shall deliver any Debentures which previously shall have
been signed and delivered by the officers of the Company to the Trustee for
authentication, and any Debentures which such successor corporation thereafter
shall cause to be signed and delivered to the Trustee for that purpose. All the
Debentures so issued shall in all respects have the same legal rank and benefit
under this Indenture as the Debentures theretofore or thereafter issued in
accordance with the terms of this Indenture as though all of such Debentures had
been issued


                                      -64-
<PAGE>
at the date of the execution hereof. In the event of any such sale, conveyance
or lease, the person named as the "Company" in the first paragraph of this
Indenture or any successor which shall thereafter have become such in the manner
prescribed in this Article Eleven may be dissolved, wound up and liquidated at
any time thereafter and such person shall be released from its liabilities as
obligor and maker of the Debentures and from its obligations under this
Indenture.

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

            SECTION 11.03. Opinion of Counsel to Be Given to Trustee. The
Trustee, subject to Sections 7.01 and 7.02, may receive an Officers' Certificate
and an Opinion of Counsel as conclusive evidence that any such consolidation,
merger, sale, conveyance or lease and any such assumption complies with the
provisions of this Article Eleven.

                                 ARTICLE TWELVE

                    SATISFACTION AND DISCHARGE OF INDENTURE


            SECTION 12.01. Discharge of Indenture. When (a) the Company shall
deliver to the Trustee for cancellation all Debentures theretofore authenticated
(other than any Debentures which shall have been destroyed, lost or stolen and
in lieu of or in substitution for which other Debentures shall have been
authenticated and delivered) and not theretofore cancelled, or (b) all the
Debentures not theretofore cancelled or delivered to the Trustee for
cancellation shall have become due and payable, or are by their terms to become
due and payable within one year, and the Company shall deposit with the Trustee,
in trust, funds sufficient to pay at maturity or upon redemption all of the
Debentures (other than any Debentures which shall have been mutilated,
destroyed, lost or stolen and in lieu of or in substitution for which other
Debentures shall have been authenticated and delivered) not theretofore
cancelled or delivered to the Trustee for cancellation, including principal and
premium, if any, and interest due or to become due to such date of maturity, as
the case may be, and if the Company shall also pay or cause to be paid all other
sums payable hereunder by the Company, then this Indenture shall cease to be of
further effect (except as to (i) remaining rights of registration of transfer,
substitution and exchange of Debentures, (ii) rights hereunder of holders to
receive payments of principal of, and premium, if any, and interest on, the
Debentures and the other


                                      -65-
<PAGE>
rights, duties and obligations of Debentureholders, as beneficiaries hereof with
respect to the amounts, if any, so deposited with the Trustee and (iii) the
rights, obligations and immunities of the Trustee hereunder), and the Trustee,
on demand of the Company accompanied by an Officers' Certificate and an Opinion
of Counsel as required by Section 15.05 and at the cost and expense of the
Company, shall execute proper instruments acknowledging satisfaction of and
discharging this Indenture, the Company, however, hereby agreeing to reimburse
the Trustee for any costs or expenses thereafter reasonably and properly
incurred by the Trustee in connection with this Indenture or the Debentures.

            SECTION 12.02. Deposited Monies to Be Held in Trust by Trustee.
Subject to Section 12.04, all monies deposited with the Trustee pursuant to
Section 12.01 shall be held in trust and applied by it to the payment, either
directly or through any paying agent (including the Company if acting as its own
paying agent), to the holders of the particular Debentures for the payment of
which such monies have been deposited with the Trustee, of all sums due and to
become due thereon for principal and interest and premium, if any.

            SECTION 12.03. Paying Agent to Repay Monies Held. Upon the
satisfaction and discharge of this Indenture, all monies then held by any paying
agent of the Debentures (other than the Trustee) shall, upon demand of the
Company, be repaid to it or paid to the Trustee, and thereupon such paying agent
shall be released from all further liability with respect to such monies.

            SECTION 12.04. Return of Unclaimed Monies. Any monies deposited with
or paid to the Trustee for payment of the principal of, premium, if any, or
interest on Debentures and not applied but remaining unclaimed by the holders of
Debentures for two years after the date upon which the principal of, premium, if
any, or interest on such Debentures, as the case may be, shall have become due
and payable, shall be repaid to the Company by the Trustee on demand and all
liability of the Trustee shall thereupon cease with respect to such monies; and
the holder of any of the Debentures shall thereafter look only to the Company
for any payment which such holder may be entitled to collect.

                                ARTICLE THIRTEEN

                                   DEFEASANCE

            SECTION 13.01. Defeasance in Respect of the Debentures. (a) If the
Company shall provide for the payment of the aggregate outstanding principal
amount of and premium (if any) on


                                      -66-
<PAGE>
the Debentures and each installment of interest due and to become due, as the
same shall become due on the Debentures (calculated as provided below), in each
case to the date of maturity of the Debentures through a deposit of funds in an
amount which satisfies subsection (i) below, or of investments in an amount
which satisfies subsection (ii) below, or a combination of funds and
investments, each of which component satisfies the appropriate test as to its
respective portion of the total principal, premium (if any) and interest to be
funded (as provided below):

            (i)   by depositing with the Trustee in trust for the sole benefit
      of the Debentureholders, funds in an amount sufficient to pay (A) such
      principal amount of and premium (if any) on the Debentures in full on the
      date of maturity of the Debentures and (B) the interest on such aggregate
      principal amount to the date of maturity of the Debentures, taking into
      account all intervening interest payment dates, for the period from the
      date through which interest on the Debentures has been paid to the date of
      maturity of the Debentures; and provided further that such funds, if
      invested, shall be invested only in U.S. Government Obligations maturing
      prior to the date of maturity of the Debentures and such intervening
      interest payment dates; or

            (ii)  by depositing with the Trustee, in trust for the sole benefit
      of the Debentureholders, U.S. Government Obligations in such aggregate
      principal amount and maturing on such dates as will, together with the
      income or increment to accrue thereon, but without consideration of any
      reinvestment of such income or increment, be sufficient to pay when due
      (including any intervening interest payment dates) the amounts set forth
      in clauses (A) and (B) of subsection (i) above; and if the Trustee shall
      receive (x) an Officers' Certificate, dated the date of such deposit and
      in form and substance satisfactory to the Trustee, to the effect that the
      amount of the trust deposit will be sufficient to pay when due on the date
      of maturity of the Debentures and on such intervening interest payment
      dates the amounts described in clauses (A) and (B) in subsection (i) above
      and that such defeasance is not in anticipation of a Preferred Stock
      Redemption Payment and (y) an Opinion of Counsel, dated the date of such
      deposit and in form and substance satisfactory to the Trustee, to the
      effect that the trust deposit of such funds or investments or both to
      defease the Company's obligations in respect of the Debentures (A) does
      not contravene applicable law and is in accordance with the provisions of
      this Indenture, (B) describing either a private ruling concerning the
      Debentures or a published ruling of the Internal Revenue Service to the
      effect that Debentureholders, or persons in the position of
      Debentureholders, will not recognize income, gain or loss for


                                      -67-
<PAGE>
      federal income tax purposes as a result of such deposit, defeasance and
      discharge and will be subject to federal income tax on the same amount and
      in the same manner and at the same times, as would have been the case if
      such deposit, defeasance and discharge had not occurred and (C) does not
      require that the Company, the trust or the Trustee register as an
      investment company under the Investment Company Act of 1940, as amended;
      and if the Company shall also pay or cause to be paid all other sums then
      due and payable hereunder, then the Company's obligations in respect of
      the Debentures shall cease, determine and be terminated and this Indenture
      shall cease to be of further effect (except as specified in Section
      13.01(b)).

            (b)   Notwithstanding the foregoing, this Indenture shall continue
to be effective, regardless of any defeasance specified in this Section 13.01,
as to (i) remaining rights of registration of transfer, substitution and
exchange of Debentures, (ii) rights hereunder of holders regarding replacement
of stolen, lost or mutilated Debentures, (iii) the obligation of the Company to
maintain an office or agency as provided in Section 4.02, (iv) rights hereunder
of Debentureholders to receive payments of principal of and premium, if any, and
interest on the Debentures and the other rights, duties and obligations of
Debentureholders, as beneficiaries hereof with respect to the amounts, if any,
so deposited with the Trustee and (v) the rights, obligations and immunities of
the Trustee hereunder.

            (c)   The Trustee, on demand of the Company and following the
Trustee's receipt of all documents, funds and investments and payments specified
in Section 13.01(a), and at the cost and expense of the Company, shall execute
proper instruments acknowledging satisfaction of and discharging this Indenture;
the Company, however, hereby agreeing to reimburse the Trustee for any costs or
expenses thereafter reasonably and properly incurred by the Trustee in
connection with this Indenture or the Debentures.

                                ARTICLE FOURTEEN

                    IMMUNITY OF INCORPORATORS, STOCKHOLDERS,
                             OFFICERS AND DIRECTORS


            SECTION 14.01. Indenture and Debentures Solely Corporate
Obligations. No recourse for the payment of the principal of or premium, if any,
or interest on any Debenture, or for any claim based thereon or otherwise in
respect thereof, and no recourse under or upon any obligation, covenant or
agreement of the Company in this Indenture or in any supplemental indenture, or
in


                                      -68-
<PAGE>
any Debenture, or because of the creation of any indebtedness represented
thereby, shall be had against any incorporator, stockholder, officer or
director, as such, past, present or future, of the Company or of any successor
corporation, either directly or through the Company or any successor
corporation, whether by virtue of any constitution, statute or rule of law, or
by the enforcement of any assessment or penalty or otherwise; it being expressly
understood that all such liability is hereby expressly waived and released as a
condition of, and as a consideration for, the execution of this Indenture and
the issue of the Debentures.

                                ARTICLE FIFTEEN

                            MISCELLANEOUS PROVISIONS


            SECTION 15.01. Provisions Binding on Company's Successors. All the
covenants, stipulations, promises and agreements in this Indenture contained by
the Company shall bind its successors and assigns whether so expressed or not.

            SECTION 15.02. Official Acts by Successor Corporation. Any act or
proceeding by any provision of this Indenture authorized or required to be done
or performed by any board, committee or officer of the Company shall and may be
done and performed with like force and effect by the like board, committee or
officer of any corporation that shall at the time be the lawful sole successor
of the Company.

            SECTION 15.03. Addresses for Notices, etc. Any notice or demand
which by any provision of this Indenture is required or permitted to be given or
served by the Trustee or by the holders of Debentures on the Company may be
given or served by being deposited postage prepaid by registered or certified
mail in a post office letter box addressed (until another address is filed by
the Company with the Trustee) to Continental Cablevision, Inc., Attention:
Corporate Secretary, The Pilot House, Lewis Wharf, Boston, Massachusetts 02110.
Any notice, direction, request or demand by any Debentureholder to or upon the
Trustee shall be deemed to have been sufficiently given or made, for all
purposes, if given or made in writing at the Principal Office of the Trustee,
The First National Bank of Chicago, One First National Plaza, Suite 0126,
Chicago, Illinois 60670-0126, Attention: Corporate Trust Services Division.

            SECTION 15.04. Governing Law. This Indenture and each Debenture
shall be deemed to be a contract made under the laws of the State of New York,
and for all purposes shall be construed in accordance with the laws of the State
of New York.


                                      -69-
<PAGE>
            SECTION 15.05. Evidence of Compliance with Conditions Precedent.
Upon any application or demand by the Company to the Trustee to take any action
under any of the provisions of this Indenture, the Company shall furnish to the
Trustee an Officers' Certificate stating that all conditions precedent, if any,
provided for in this Indenture relating to the proposed action have been
complied with and an Opinion of Counsel stating that, in the opinion of such
counsel, all such conditions precedent have been complied with.

            Each certificate or opinion provided for in this Indenture and
delivered to the Trustee with respect to compliance with a condition or covenant
provided for in this Indenture shall include (1) a statement that the person
making such certificate or opinion has read such covenant or condition; (2) a
brief statement as to the nature and scope of the examination or investigation
upon which the statement or opinion contained in such certificate or opinion are
based; (3) a statement that, in the opinion of such person, he has made such
examination or investigation as is necessary to enable him to express an
informed opinion as to whether or not such covenant or condition has been
complied with; and (4) a statement as to whether or not, in the opinion of such
person, such condition or covenant has been complied with.

            SECTION 15.06. Legal Holidays. In any case where the date of
maturity of interest or premium, if any, on or principal of the Debentures or
the date fixed for redemption of any Debenture will be in The City of New York,
New York or the City of Boston, Massachusetts, a legal holiday or a day on which
banking institutions or any national securities exchanges are authorized or
required by law, regulation or executive order to close ("Legal Holidays"), then
payment of such interest on or principal of the Debentures need not be made on
such date but may be made on the next succeeding day not a Legal Holiday with
the same force and effect as if made on the date of maturity or the date fixed
for redemption and no interest shall accrue for the period from and after such
date.

            SECTION 15.07. Trust Indenture Act to Control. If and to the extent
that any provision of this Indenture limits, qualifies or conflicts with another
provision included in this Indenture by operation of Sections 310 to 317,
inclusive, of the Trust Indenture Act of 1939, such incorporated provision shall
control.

            SECTION 15.08. No Security Interest Created. Nothing in this
Indenture or in the Debentures, expressed or implied, shall be construed to
constitute a security interest under the Uniform Commercial Code or similar
legislation, as now or hereafter


                                      -70-
<PAGE>
enacted and in effect, in any jurisdiction where property of the Company or its
Subsidiaries is located.

            SECTION 15.09. Benefits of Indenture. Nothing in this Indenture or
in the Debentures, express or implied, shall give to any person, other than the
parties hereto, any paying agent, any Debenture registrar and their successors
hereunder and the holders of Debentures, any benefit or any legal or equitable
right, remedy or claim under this Indenture.

            SECTION 15.10. Table of Contents, Headings, etc. The table of
contents and the titles 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 hereof, and shall in no way modify or restrict any of the
terms or provisions hereof.

            SECTION 15.11. Execution in Counterparts. This Indenture may be
executed in any number of counterparts, each of which shall be an original, but
such counterparts shall together constitute but one and the same instrument.

            The First National Bank of Chicago hereby accepts the trusts in this
Indenture declared and provided, upon the terms and conditions hereinabove set
forth.


                                      -71-
<PAGE>
            IN WITNESS WHEREOF, Continental Cablevision, Inc. has caused this
Indenture to be signed and acknowledged by its Chief Financial Officer, Senior
Vice President and Treasurer, and its corporate seal to be affixed hereunto, and
the same to be attested by its Secretary or an Assistant Secretary, and The
First National Bank of Chicago has caused this Indenture to be signed and
acknowledged by one of its Assistant Vice Presidents, and has caused its
corporate seal to be affixed hereunto and the same to be attested by an
Assistant Secretary thereof, as of the day and year first written above.

                                              CONTINENTAL CABLEVISION, INC.


                                              By /s/ Nancy Hawthorne
                                                 -----------------------
                                              Name:  Nancy Hawthorne
                                              Title: Chief Financial Officer,
                                                     Senior Vice President and
                                                     Treasurer

[Seal]

Attest:

/s/ Patrick K. Miehe
--------------------
Name:Patrick K. Miehe
Title:Assistant Secretary

                                              THE FIRST NATIONAL BANK OF CHICAGO


                                              By /s/ Joseph J. Morand
                                                 --------------------
                                              Name:  Joseph J. Morand
                                              Title: Assistant Vice President

[Seal]

Attest:

/s/ Brenda McCleod
------------------
Name:Brenda McCleod
Title:Trust Officer


                                      -72-
<PAGE>
COMMONWEALTH OF Massachusetts    )
                                 ) ss.:
COUNTY OF Suffolk                )


            On the 2nd day of June, 1993, before me personally came Nancy
Hawthorne, to me known, who, being by me duly sworn, did depose and say that she
resides at 74 Holland Avenue, Brookline, Massachusetts; that she is the Chief
Financial Officer, Senior Vice President and Treasurer of Continental
Cablevision, Inc., one of the corporations described in and which executed the
above instrument; that she knows the corporate seal of said corporation; that
the seal affixed to said instrument is such corporate seal; that it was so
affixed by the authority of the Board of Directors of said corporation; and that
she signed her name thereto by like authority.

                                                   /s/ Lisa Leone-Campbell
                                                   -----------------------
                                                        Notary Public

                                                   My Commission Expires 7/10/98


[NOTARIAL SEAL]


                                      -73-
<PAGE>
STATE OF  Illinois )
                   ) ss.:
COUNTY OF Cook     )


            On the 28th day of May, 1993, before me personally came Joseph J.
Morand, to me known, who, being by me duly sworn, did depose and say that he
resides at Chicago,Illinois; that he is an Assistant Vice President of The First
National Bank of Chicago, the bank described in and which executed the above
instrument; that he knows the seal of said bank; that the seal affixed to the
said instrument is such seal; that it was so affixed by authority of the Board
of Directors of said bank; and that he signed his name thereto by like
authority.

                                                   /s/ P.J. Thompson
                                                   -----------------
                                                     Notary Public

                                                   My Commission Expires 9/29/96

[NOTARIAL SEAL]


                                      -74-