<PAGE>

                                                                     Exhibit 4.8

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



                          CONTINENTAL CABLEVISION, INC.



                                       and

                         BANK OF MONTREAL TRUST COMPANY,

                                   as Trustee

                                   ----------



                                    INDENTURE

                          Dated as of December 13, 1995


                                   ----------



                                  $600,000,000

                           8.30% Senior Notes Due 2006

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



<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
<S>                                                                         <C>
PARTIES..............................................                          1
RECITALS.............................................                          1
     Purpose of Indenture............................                          1
     Form of Face of Note............................                          1
     Form of Trustee's Certificate of
       Authentication................................                          4
     Form of Reverse of Note.........................                          5
     Assignment Form.................................                         10
     Option of Holder to Elect Prepayment............                         11
     Compliance with Legal Requirements..............                         12


                                   ARTICLE ONE
                                   DEFINITIONS

SECTION 1.01    Definitions..........................                         12
                Acceleration Notice..................                         12
                Accreted Value.......................                         12
                Affiliate............................                         13
                Annualized Cash Flow.................                         13
                Banking Day..........................                         13
                Board of Directors...................                         13
                Capital Stock........................                         13
                Common Stock.........................                         13
                Company..............................                         14
                Defaulted Interest...................                         14
                Depositary...........................                         14
                Event of Default.....................                         14
                Exchange Notes.......................                         14
                Exempt Repurchase Indebtedness.......                         14
                Exempt Repurchase....................                         14
                GAAP.................................                         15
                Global Notes.........................                         15
                Indebtedness.........................                         15
                Indenture............................                         16
                Initial Tender Period................                         16
                Institutional Accredited Investor....                         16
                Interest Rate Agreement..............                         16
</TABLE>


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

                                       -i-
<PAGE>
<TABLE>
<CAPTION>
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                Investment Grade Rated...............                         16
                June Senior Debt Securities...........                        17
                Lien.................................                         17
                New Borrowing Group..................                         17
                1998-1999 Share Repurchase
                  Program............................                         18
                1995 Credit Facility.................                         18
                1994 Credit Facility.................                         18
                1992 Preferred Stock.................                         18

                Non-U.S. Person......................                         18
                Note or Notes; Outstanding...........                         18
                Noteholder...........................                         19
                Note Restricted Group................                         19
                Officers' Certificate................                         19
                Offshore Global Note.................                         20
                Offshore Notes Exchange Date.........                         20
                Offshore Physical Notes..............                         20
                Operating Cash Flow..................                         20
                Opinion of Counsel...................                         21
                Permanent Offshore Global Note.......                         21
                Person...............................                         21
                Physical Notes.......................                         21
                Pre-Acceleration Notice..............                         21
                Predecessor Note.....................                         21
                Preferred Event Put Notice...........                         21
                Preferred Event Redemption Date......                         21
                Preferred Event Redemption Price.....                         21
                Preferred Stock Change
                  of Control Event...................                         21
                Preferred Stock Redemption Payment...                         22
                Principal Office of the Trustee......                         22
                Principal Property...................                         22
                Private Placement Legend.............                         22
                Proposed Date........................                         22
                Put Option Borrowing.................                         22
                Put Option Redemption Date...........                         23
                Put Option Redemption Price..........                         23
                Put Option Stock Repurchase..........                         23
                Put Option Transaction...............                         23
                Put Option Transaction Date..........                         23
                QIB..................................                         23
                Registration.........................                         23
                Registration Rights Agreement........                         23
                Registration Statement...............                         23
                Regulation S.........................                         23
                Responsible Officer..................                         23
</TABLE>

                                      -ii-
<PAGE>
<TABLE>
<CAPTION>
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<S>                                                                         <C>
                Restricted Payments..................                         23
                Restricted Stock Purchase
                Agreement............................                         23
                Rule 144A............................                         24
                SEC..................................                         24
                Securities Act of 1933...............                         24
                Senior Subordinated Debt.............                         24
                Stock Liquidation Agreement..........                         24
                Subsidiary...........................                         24
                Temporary Offshore Global Note.......                         24
                Tender Discharge Date................                         24
                Tender Period........................                         24
                Total Interest Expense...............                         24
                Trustee..............................                         25
                Trust Indenture Act of 1939..........                         25
                2005 Debentures......................                         25
                2001 Notes...........................                         25
                2013 Debentures......................                         25
                Unrestricted Subsidiary..............                         25
                U.S. Global Note.....................                         25
                U.S. Government Obligations..........                         25
                U.S. Physical Notes..................                         26
                Vice President.......................                         26


                                   ARTICLE TWO
                 ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND
                                EXCHANGE OF NOTES


SECTION 2.01   Designation, Amount and Issue of
                 Notes................................                        26
        2.02   Form of Notes..........................                        26
        2.03   Restrictive Legends....................                        27
        2.04   Date and Denomination of Notes.........                        29
        2.05   Execution of Notes.....................                        31
        2.06   Exchange and Registration of
                 Notes; Transfer of Notes.............                        32
        2.07   Book-Entry Provisions for U.S. Global
               Note and Offshore Global Note........                          33
        2.08   Special Transfer Provisions............                        35
        2.09   Mutilated, Destroyed, Lost or
                 Stolen Notes.........................                        39
        2.10   Temporary Notes........................                        40
        2.11   Cancellation of Notes Paid, etc........                        41
        2.12   CUSIP Numbers..........................                        41
</TABLE>

                                      -iii-
<PAGE>
<TABLE>
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                                  ARTICLE THREE
                       REDEMPTION OF NOTES; PREPAYMENT AT
                            THE OPTION OF THE HOLDERS


SECTION 3.01   Redemption at the Option of the
                 Company..............................                        41
        3.02   Prepayment at the Option of the
                 Holder - Preferred Stock
                 Redemption Payment...................                        41
        3.03   Prepayment at the Option of the
                 Holder - Exempt Repurchases
                 and Borrowing........................                        44
        3.04   Mailing of Notices.....................                        46
        3.05   Cancellation of Notes
                 after Prepayment.....................                        47


                                  ARTICLE FOUR
                       PARTICULAR COVENANTS OF THE COMPANY


SECTION 4.01   Payment of Principal, Premium and
                 Interest............................                         47
        4.02   Offices for Notices and Payments,
                 etc.................................                         47
        4.03   Appointments to Fill Vacancies
                 in Trustee's Office.................                         48
        4.04   Provision as to Paying Agent..........                         48
        4.05   Corporate Existence and Maintenance
                 of Properties.......................                         49
        4.06   Restricted Payments...................                         49
        4.07   Limitation on Indebtedness............                         50
        4.08   Limitation on Investment in
                 Subsidiaries other than Note
                 Restricted Group....................                         50
        4.09   Transactions with Stockholders and
                 Affiliates..........................                         51
        4.10   Certificate to Trustee................                         51
        4.11  Limitation on Liens...................                         51
</TABLE>


                                      -iv-
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                                  ARTICLE FIVE
                  NOTEHOLDERS LISTS AND REPORTS BY THE COMPANY
                                 AND THE TRUSTEE


SECTION 5.01   Noteholders Lists.....................                         53
        5.02   Reports by the Company................                         53
        5.03   Reports by the Trustee................                         54



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


SECTION 6.01   Events of Default.....................                         54
        6.02   Payment of Notes on Default;
                 Suit Therefor.......................                         57
        6.03   Application of Monies Collected
                 by Trustee..........................                         59
        6.04   Proceedings by Noteholder.............                         60
        6.05   Proceedings by Trustee................                         61
        6.06   Remedies Cumulative and Continuing....                         61
        6.07   Direction of Proceedings and Waiver
                 of Defaults by Majority
                 Noteholders.........................                         61


                                  ARTICLE SEVEN
                             CONCERNING THE TRUSTEE


SECTION 7.01   Duties and Responsibilities of
                 Trustee; During Default;
                 Prior to Default....................                         62
        7.02   Certain Rights of the Trustee.........                         64
        7.03   No Responsibility for Recitals, etc...                         65
        7.04   Trustee, Paying Agents or Registrar
                 May Own Notes.......................                         65
        7.05   Monies to Be Held in Trust............                         65
        7.06   Compensation and Expenses of
                 Trustee.............................                         66
        7.07   Officers' Certificate as Evidence.....                         66
        7.08   Eligibility of Trustee................                         67
        7.09   Resignation or Removal of Trustee.....                         67
        7.10   Acceptance by Successor Trustee.......                         68
</TABLE>


                                       -v-
<PAGE>
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        7.11   Succession by Merger, etc.............                         69
        7.12   Disqualification; Conflicting
                 Interests...........................                         70


                                  ARTICLE EIGHT
                           CONCERNING THE NOTEHOLDERS


SECTION 8.01   Action by Noteholders.................                         70
        8.02   Proof of Execution by
                 Noteholders; Record Date............                         70
        8.03   Who Are Deemed Absolute Owners........                         71
        8.04   Company-Owned Notes Disregarded.......                         71
        8.05   Revocation of Consents; Future
                 Holders Bound.......................                         71


                                  ARTICLE NINE
                              NOTEHOLDERS' MEETINGS


SECTION  9.01  Purposes of Meetings..................                         72
         9.02  Call of Meetings by Trustee...........                         72
         9.03  Call of Meetings by Company or
                 Noteholders.........................                         73
         9.04  Qualifications for Voting.............                         73
         9.05  Regulations...........................                         73
         9.06  Voting................................                         74
         9.07  No Delay of Rights by Meeting.........                         74


                                   ARTICLE TEN
                             SUPPLEMENTAL INDENTURES


SECTION 10.01  Supplemental Indentures without
                 Consent of Noteholders.............                          75
        10.02  Supplemental Indentures with Consent
                 of Noteholders......................                         76
        10.03  Compliance with Trust Indenture Act;
                 Effect of Supplemental Indentures...                         77
        10.04  Notation on Notes.....................                         77
        10.05  Evidence of Compliance of Supple-
                 mental Indenture to Be Furnished
                 to the Trustee......................                         77
</TABLE>


                                      -vi-
<PAGE>
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                                 ARTICLE ELEVEN
                CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE


SECTION 11.01  Company May Consolidate, etc., on
                 Certain Terms.......................                         78
        11.02  Successor Corporation to Be
                 Substituted.........................                         78
        11.03  Opinion of Counsel to Be Given
                 to Trustee..........................                         79


                                 ARTICLE TWELVE
                     SATISFACTION AND DISCHARGE OF INDENTURE


SECTION 12.01  Discharge of Indenture................                         79
        12.02  Deposited Monies to Be Held in Trust
                 by Trustee..........................                         80
        12.03  Paying Agent to Repay Monies Held.....                         80
        12.04  Return of Unclaimed Monies............                         80


                                ARTICLE THIRTEEN
                                   DEFEASANCE

SECTION 13.01  Defeasance in Respect of
                 the Notes...........................                         80


                                ARTICLE FOURTEEN
                    IMMUNITY OF INCORPORATORS, STOCKHOLDERS,
                        OFFICERS, DIRECTORS AND EMPLOYEES


SECTION 14.01  Indenture and Notes Solely
                 Corporate Obligations...............                         82
</TABLE>


                                      -vii-
<PAGE>
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                                 ARTICLE FIFTEEN
                            MISCELLANEOUS PROVISIONS


SECTION 15.01  Provisions Binding on Company's
                 Successors..........................                         83
        15.02  Official Acts by Successor
                 Corporation.........................                         83
        15.03  Addresses for Notices, etc............                         83
        15.04  Governing Law.........................                         83
        15.05  Evidence of Compliance with
                 Conditions Precedent................                         83
        15.06  Legal Holidays........................                         84
        15.07  Trust Indenture Act to Control........                         84
        15.08  No Security Interest Created..........                         84
        15.09  Benefits of Indenture.................                         84
        15.10  Table of Contents, Headings, etc......                         85
        15.11  Execution in Counterparts.............                         85

Signatures...........................................                         86
Acknowledgments......................................                         87


EXHIBIT A        Form of Certificate...................                      A-1

EXHIBIT B        Form of Certificate to Be Delivered
                 in Connection with Transfers to
                 Non-QIB Accredited Investors..........                      B-1

EXHIBIT C        Form of Certificate to Be Delivered
                 in Connection with Transfers Pursuant
                 to Regulation S.......................                      C-1
</TABLE>


                                     -viii-
<PAGE>
              THIS INDENTURE dated as of December 13, 1995 between CONTINENTAL
CABLEVISION, INC., a Delaware corporation (hereinafter sometimes called the
"Company"), and BANK OF MONTREAL TRUST COMPANY, a New York banking corporation,
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 8.30% Senior Notes Due 2006 (hereinafter sometimes
called the "Notes"), in an aggregate principal amount not to exceed $600,000,000
(except as otherwise provided below) and, to provide the terms and conditions
upon which the Notes are to be authenticated, issued and delivered, the Company
has duly authorized the execution and delivery of this Indenture; and

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

                             [FORM OF FACE OF NOTE]

No. R-                                                                 $
CUSIP No.____________

                          CONTINENTAL CABLEVISION, INC.

                           8.30% Senior Note Due 2006


              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 May 15, 2006 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 May 15 and November 15 of each year,
commencing on May 15, 1996 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 Note
[(subject to adjustment as provided below)]*, from the May 15 or the November
15, as the case may be, next preceding the date of this Note to which

--------
* To be deleted in Exchange Notes.
<PAGE>
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 Note, or unless no interest has been paid or duly provided for on the
Notes, in which case from December 13, 1995 until payment of said principal sum
has been made or duly provided for. Notwithstanding the foregoing, if the date
hereof is after any May 1 or November 1, as the case may be, and before the
following May 15 or November 15, this Note shall bear interest from such May 15
or November 15; provided, however, that if the Company shall default in the
payment of interest due on such May 15 or November 15, then this Note shall bear
interest from the next preceding May 15 or November 15 to which interest has
been paid or duly provided for or, if no interest has been paid or duly provided
for on the Notes, from December 13, 1995. The interest so payable on any May 15
or November 15 will be paid to the person in whose name this Note (or one or
more predecessor Notes) is registered at the close of business on the record
date which shall be the May 1 or November 1 (whether or not a business day) next
preceding such May 15 or November 15; 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.

              [If an exchange offer registered under the Securities Act of 1933
(as defined in the Indenture) is not consummated, or a registration statement
under the Securities Act of 1933 with respect to resales of the Notes is not
declared effective by the SEC (as defined in the Indenture), by the 180th
calendar day following the initial sale of the Notes, in accordance with the
terms of a Registration Rights Agreement dated December 13, 1995 by and among
the Company, Morgan Stanley & Co. Incorporated and Lazard Freres & Co. LLC,
interest due per annum on the Notes shall be increased by one-half of one
percent, commencing as of the 181st calendar day following the initial sale of
the Notes, until the date such exchange offer is consummated or the date such
resale registration statement becomes effective. The holder of this Note is
entitled to the benefits of such Registration Rights Agreement.]*

              Reference is made to the further provisions of this Note 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.

--------
* To be deleted in Exchange Notes.

                                       -2-
<PAGE>
              This Note 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 Note 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.

              IN WITNESS WHEREOF, CONTINENTAL CABLEVISION, INC. has
caused this instrument to be duly executed.



                                                 CONTINENTAL CABLEVISION, INC.



                                                 By____________________________
                                                            [Title]

Attest:


______________________
     [Title]


                                       -3-
<PAGE>
                [FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION]

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION



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

Dated:

                                                 BANK OF MONTREAL TRUST COMPANY
                                                      as Trustee


                                                 By__________________________
                                                          Authorized Signatory





                                       -4-
<PAGE>
                            [FORM OF REVERSE OF NOTE]

                          CONTINENTAL CABLEVISION, INC.

                           8.30% Senior Note Due 2006



              1. This Note is one of a duly authorized issue of Notes of the
Company, designated as its 8.30% Senior Notes Due 2006 (herein called the
"Notes"), limited (except as otherwise provided in the Indenture mentioned
below) to the aggregate principal amount of $600,000,000, all issued or to be
issued under and pursuant to an Indenture dated as of December 13, 1995 (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 Bank
of Montreal Trust Company, 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 Notes.

              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 Notes 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 Notes; provided, however, that no such supplemental indenture
shall (i) extend the fixed maturity of any Note, 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 Note so affected or (ii) reduce the
aforesaid percentage of Notes, the holders of which are required to consent to
any such supplemental indenture, without the consent of the holders of all Notes
then outstanding. It is also provided in the Indenture that, prior to any
declaration accelerating the maturity of the Notes, the holders of a majority in
aggregate principal amount of the Notes at the time outstanding may on behalf of
the holders of all of the Notes waive any past default or Event of Default under

                                       -5-
<PAGE>
the Indenture and its consequences except a default in the payment of interest
or any premium on or the principal of any of the Notes. Any such consent or
waiver by the holder of this Note (unless revoked as provided in the Indenture)
shall be conclusive and binding upon such holder and upon all future holders and
owners of this Note and any Notes which may be issued in exchange or
substitution therefor, irrespective of whether or not any notation thereof is
made upon this Note or such other Notes.

              4. No reference herein to the Indenture and no provision of this
Note 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 Note at the place, at the respective times, at the rate and in
the coin or currency herein prescribed.

              5. The Notes are issuable in registered form without coupons in
denominations of $100,000 and any multiple of $50,000 in excess thereof. 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, Notes may be exchanged for a like
aggregate principal amount of Notes of other authorized denominations.

              6.      The Notes shall not be redeemable at the option of
the Company.

              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) in connection with a
Preferred Stock Change of Control Event (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 Notes at his or her 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 Notes (the "Tender Period", as defined in the Indenture), each
holder of the Notes shall have the right to tender all, but not less than all,
his or her Notes to the Company and thereby require the Company to prepay, 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 five days after the last day of the Tender Period),
all, but not less than all, of such holder's Notes at the principal amount
thereof together with accrued interest to the date fixed for prepayment. Such
date shall be the same as the date on which the Company repurchases any 2001
Notes, 2005 Debentures, 2013

                                       -6-
<PAGE>
Debentures or June Senior Debt Securities (as such terms are defined in the
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 fifth day after the last day of the Tender Period,
the Company shall no longer have the right or obligation to prepay Notes
tendered in connection with, and as a result of, such proposed Preferred Stock
Redemption Payment and the Company shall cause the Notes 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 Notes in connection therewith. If the Company has
previously satisfied and discharged the Indenture or has previously effected a
defeasance with respect to the Notes, the right of a holder to require such a
prepayment shall expire.

              8. If the Company proposes to make certain repurchases with
respect to the Common Stock (as defined in the Indenture) or certain borrowings,
and immediately after any such repurchase or borrowing (and related
transactions) the aggregate Indebtedness (as so defined) of the Note Restricted
Group (as defined in the Indenture) 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 Notes at his or her 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 shall mail notice thereof to each holder
of the Notes at his or her last registered address. For 30 days from the date of
such notice, each holder of the Notes shall have the right to tender his or her
Notes to the Company and thereby require the Company to prepay all, but not less
than all, of such holder's Notes at a price equal to the principal amount of
such Notes plus accrued interest thereon to the date fixed for prepayment (which
shall be 35 days from the date on which the Put Option Transaction takes place),
plus a premium (expressed as a percentage of the principal amount prepaid)
determined as follows:

                                       -7-
<PAGE>
              If prepaid during the 18-month period ending May 14, 1997 or
during the subsequent 12-month periods, each ending May 14,

<TABLE>
<CAPTION>
            Year          Premium           Year                       Premium
            ----          -------           ----                       -------
<S>                       <C>               <C>                        <C>
            1997          8.3000%           2002                       3.1125%
            1998          7.2625%           2003                       2.0750%
            1999          6.2250%           2004                       1.0375%
            2000          5.1875%           2005 and thereafter          -0-
            2001          4.1500%
</TABLE>

Following the consummation of a Put Option Transaction and the repurchase of
those Notes, if any, properly tendered for repurchase, (i) holders of Notes will
have no further right to cause the Company to prepay their Notes as a result of
any subsequent Put Option Transaction and (ii) the Company will no longer be
bound by certain covenants 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 Notes, the right of a holder to request such a
prepayment shall expire.

              9. Upon due presentment for registration of transfer of this Note
at the office or agency of the Company in the Borough of Manhattan, The City of
New York, a new Note or Notes 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 Note
registrar may deem and treat the registered holder hereof as the absolute owner
of this Note (whether or not this Note 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 Note 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 Note.

              11. No recourse for the payment of the principal of or any premium
or interest on this Note, 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 Indenture or any indenture supplemental thereto or in any
Note,

                                       -8-
<PAGE>
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.

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



                                       -9-
<PAGE>
                                 ASSIGNMENT FORM

For value received
                   ________________________________________

hereby sell, assign and transfer unto



              ____________________________________


              ____________________________________
              Please insert social security or
              other identifying number of assignee

              Please print or typewrite name and
              address including zip code of
              assignee:

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________

the within Note and do hereby irrevocably constitute and appoint
_________________ Attorney to transfer the Note on the books of the Company with
full power of substitution in the premises.

Date:                  Your Signature:
     ________________                 ______________________
                                      (Sign exactly as
                                      name appears on the
                                      other side of this
                                      Note)


Signature Guarantee:__________________________________________ (Signature must
     be guaranteed by an "eligible guarantor institution" meeting the
     requirements of the registrar, which requirements include membership or
     participation in the Security Transfer Agent Medallion Program ("STAMP") or
     such other "signature guarantee program" as may be determined by the
     registrar in addition to, or in substitution for, STAMP, all in accordance
     with the Securities Exchange Act of 1934, as amended.)

                                      -10-
<PAGE>
                               [MANNER OF TRANSFER

              Transfer to Continental Cablevision, Inc.     [  ]
              Transfer to Qualified Institutional Buyer     [  ]
              Transfer to Institutional Accredited Investor [  ]
              Transfer outside the United States in
                compliance with Rule 904 under
                the Securities Act of 1933                  [  ]

                                ______________]*


                      OPTION OF HOLDER TO ELECT PREPAYMENT


              If you want to elect to have this Note prepaid 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 Note)



Signature Guarantee:__________________________________________ (Signature must
     be guaranteed by an "eligible guarantor institution" meeting the
     requirements of the registrar, which requirements include membership or
     participation in the Security Transfer Agent Medallion Program ("STAMP") or
     such other "signature guarantee program" as may be determined by the
     registrar in addition to, or in substitution for, STAMP, all in accordance
     with the Securities Exchange Act of 1934, as amended.)


                                _________________


--------
* To be deleted in the Exchange Notes.

                                      -11-
<PAGE>
              AND WHEREAS all acts and things necessary to make the Notes, 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 Notes have in all respects been duly authorized;

              NOW, THEREFORE, THIS INDENTURE WITNESSETH:

              That in order to declare the terms and conditions upon which the
Notes are, and are to be, authenticated, issued and delivered, and in
consideration of the premises, of the purchase and acceptance of the Notes 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 Notes
(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 of 1933 as in force
at the date of the execution of this Indenture; provided that with respect to
the Registration of the Notes, the Securities Act of 1933 shall mean said
Securities Act of 1933 as in force at the relevant time of Registration.

              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 eight percent thereon, compounded semi-annually in
arrears, from the

                                      -12-
<PAGE>
date 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 eight percent 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, whether now outstanding or issued


                                      -13-
<PAGE>
after the date of this Indenture, including, without limitation, all series and
classes of such Common Stock.

              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.

              Defaulted Interest: The term "Defaulted Interest" shall have the
meaning specified in Section 2.04.

              Depositary: The term "Depositary" shall mean The Depository Trust
Company, its nominees, and their respective successors.

              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.

              Exchange Notes: The term "Exchange Notes" shall mean 8.30% Senior
Notes Due 2006 issued by the Company, and containing terms identical to those of
the Notes (except that such Exchange Notes (i) shall have been issued in an
exchange offer registered under the Securities Act of 1933 and (ii) shall have
an interest rate of 8.30% per annum, without provision for adjustment as
provided on the face of the Notes), that are issued and exchanged for the Notes
pursuant to the Registration Rights Agreement and this Indenture.

              Exempt Repurchase Indebtedness: The term "Exempt Repurchase
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 or from time to time of up to 16,684,150
shares of its Common Stock that are subject to the 1998-1999 Share Repurchase
Program, provided that the Company shall have received prior to any such Exempt
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 Exempt Repurchase
does not exceed the greater of (A) the dollar amount that a holder of Common
Stock would then receive per share of Common Stock upon a sale of the Company as
a whole pursuant to a merger or sale of stock or, if greater, the dollar amount
that a holder of Common Stock would then receive per share of Common Stock
derived from the sale of

                                      -14-
<PAGE>
the Company's assets and subsequent distribution of the proceeds therefrom (net
of taxes, including corporate, sales and capital gain taxes in connection with
such sale of assets), in each case less a discount of 22.5 percent or (B) the
net proceeds which would be expected to be received by a shareholder of the
Company from the sale of a share of the Company's Common Stock in an
underwritten public offering held at the time any such Exempt Repurchase is to
occur after being reduced by pro forma expenses and underwriting discounts
unless the Common Stock is publicly traded and such expenses and underwriting
discounts would not be incurred in connection with an underwritten public sale
of a shareholder's non-registered shares in the opinion of the investment
banker; provided, further, that no such opinion of an investment banker shall be
required for repurchases of shares of Common Stock which are subject to the
1998-1999 Share Repurchase Program to the extent that the aggregate purchase
price paid therefor in any calendar year does not exceed $10,000,000.

              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 other entity as
approved by a significant segment of the accounting profession.

              Global Notes: The term "Global Notes" shall have the meaning
specified in Section 2.02.

              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 Notes 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

                                      -15-
<PAGE>
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). The term "Indebtedness" shall not include (i) any
Interest Rate Agreement, however denominated, of the Company or any of its
Subsidiaries, (ii) as to the Note Restricted Group, any indebtedness of any
Subsidiary which is non-recourse to the Note Restricted Group or any pledge of
the stock of any such Subsidiary to secure such indebtedness, (iii) as to the
Note Restricted Group, Indebtedness of a Subsidiary that is part of the Note
Restricted Group to the Company or another Subsidiary that is part of the Note
Restricted Group, and Indebtedness of the Company to a Subsidiary that is part
of the Note Restricted Group, (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 as it may be amended or supplemented from time to time by
one or more indentures supplemental to this Indenture entered into pursuant to
the applicable provisions of this Indenture.

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

              Institutional Accredited Investor: The term "Institutional
Accredited Investor" shall mean an institution that is an "accredited investor"
as that term is defined in Rule 501(a)(1), (2), (3) or (7) under the Securities
Act of 1933.

              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.

              Investment Grade Rated: The term "Investment Grade Rated" shall
mean, with respect to any security, both a rating of such security by Standard &
Poor's Ratings Group (or successor entity) of BBB- or better and a rating of
such security by Moody's Investors Service (or successor entity) of Baa3 or
better.

                                      -16-
<PAGE>
              June Senior Debt Securities: The term "June Senior Debt
Securities" shall mean the 8-5/8% Senior Notes Due August 15, 2003 of the
Company issued pursuant to an indenture dated as of June 1, 1993 between the
Company and The First National Bank of Chicago, as trustee, and the 9% Senior
Debentures Due September 1, 2008 of the Company issued pursuant to an indenture
dated as of June 1, 1993 between the Company and The First National Bank of
Chicago, as trustee.

              Lien: The term "Lien" shall mean, as to the Note 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 any Subsidiaries that
are not part of the Note Restricted Group to secure Indebtedness; (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 Subsidiary that is part of the Note Restricted Group
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 Note 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 Note 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.

              New Borrowing Group: The term "New Borrowing Group" shall mean
those certain Subsidiaries of the Company that are


                                      -17-
<PAGE>
parties to the 1995 Credit Facility, whether as borrowers or as guarantors.

              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
16,684,150 shares of Common Stock.

              1995 Credit Facility: The term "1995 Credit Facility" shall mean
that certain Credit Agreement dated as of July 18, 1995, among Colony
Communications, Inc., a Rhode Island corporation, Columbia Cable of Michigan,
Inc., a Delaware corporation, and each of their respective Subsidiaries and
certain financial institutions, as amended from time to time.

              1994 Credit Facility: The term "1994 Credit Facility" shall mean
that certain Amended and Restated Credit Agreement dated as of October 1, 1994,
among the Company, the Restricted Subsidiaries and certain financial
institutions, as amended from time to time.

              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.

              Non-U.S. Person: The term "Non-U.S. Person" shall mean a person
who is not a U.S. person, as defined in Regulation S.

              Note or Notes; Outstanding. The terms "Note" or "Notes" shall mean
any Note or Notes, as the case may be, authenticated and delivered under this
Indenture. For all purposes of this Indenture, the term "Notes" shall include
any Exchange Notes to be issued and exchanged for any Notes pursuant to the
Registration Rights Agreement and this Indenture and, for purposes of this
Indenture, all Notes and Exchange Notes shall vote together as one series of
Notes under this Indenture.

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

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

              (b)  Notes, or portions thereof, for the payment or
     prepayment of which monies in the necessary amount shall have


                                      -18-
<PAGE>
     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 Notes are to be prepaid prior to the maturity thereof, notice
     of such prepayment 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) Notes replaced pursuant to Section 2.09 or in lieu of or in
     substitution for which other Notes shall have been authenticated and
     delivered pursuant to the terms of Section 2.09 unless proof satisfactory
     to the Trustee is presented that any such Notes are held by bona fide
     holders in whose hands the Notes are valid obligations of the Company.

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

              Note Restricted Group: The term "Note Restricted Group" shall mean
the Company and (i) any Subsidiary that is a member of the New Borrowing Group
and any other Subsidiary of the Company, whether existing on or after the date
of this Indenture, which has been designated a Restricted Subsidiary for
purposes of the Company's 1994 Credit Facility, unless any such Subsidiary is
subsequently classified as a Subsidiary that is not part of the Note Restricted
Group by the Company for purposes of this Indenture, as evidenced by an
Officers' Certificate delivered to the Trustee, and (ii) any Subsidiary which is
classified as a member of the Note Restricted Group for purposes of this
Indenture by the Company, as evidenced by an Officers' Certificate delivered to
the Trustee. The Company may not classify a Subsidiary as not part of the Note
Restricted Group for purposes of this Indenture if such Subsidiary is classified
as a Restricted Subsidiary for purposes of the 1994 Credit Facility or any
similar, successor agreements.

              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, the Chief Financial Officer 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.


                                      -19-
<PAGE>
              Offshore Global Note: The term "Offshore Global Note" shall have
the meaning provided in Section 2.02.

              Offshore Notes Exchange Date: The term "Offshore Notes Exchange
Date" shall have the meaning provided in Section 2.02.

              Offshore Physical Notes: The term "Offshore Physical Notes" shall
have the meaning provided in Section 2.02.

              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 therefrom non- operating expenses such as interest expense,
depreciation and amortization, non-cash amounts and taxes on income, of the Note
Restricted Group for such period, determined on a consolidated basis, after
eliminating all inter-company items, 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
Note 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 Subsidiary that is part of the Note
Restricted Group or of any operating assets acquired by the Company or a
Subsidiary that is part of the Note Restricted Group (including assets
constituting a cable television system acquired by the Company or a Subsidiary
that is part of the Note Restricted Group) after the commencement of such fiscal
period. If the actual financial statements of any such new Subsidiary to the
Note Restricted Group or new operating assets for any fiscal period or portion
thereof prior to the inclusion of such Subsidiary as part of the Note Restricted
Group or the acquisition of such operating assets by the Company or a Subsidiary
that is part of the Note Restricted Group are unavailable or inaccurate in the
reasonable opinion of the Company, then the Operating Cash Flow of such new
Subsidiary to the Note Restricted Group or new operating assets may be
determined from pro forma financial statements of such new Subsidiary to the
Note Restricted Group or new operating assets for such period as prepared in
good faith by the Company, provided, however, that 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 Note
Restricted Group. For purposes of calculating Operating Cash Flow, there will
not be included in the Operating Cash Flow of the Note 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 that is part of the Note
Restricted Group which has been designated an Unrestricted Subsidiary after the
commencement of such fiscal period or of operating assets (including assets
constituting a cable


                                      -20-
<PAGE>
television system) owned by the Company or a Subsidiary that is part of the Note
Restricted Group 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.

              Permanent Offshore Global Note: The term "Permanent Offshore
Global Note" shall have the meaning provided in Section 2.02.

              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.

              Physical Notes: The term "Physical Notes" shall have the meaning
provided in Section 2.02.

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

              Predecessor Note: The term "Predecessor Note" of any particular
Note shall mean every previous Note evidencing all or a portion of the same debt
as that evidenced by such particular Note; and, for the purposes of this
definition, any Note authenticated and delivered under Section 2.09 in lieu of a
lost, destroyed or stolen Note shall be deemed to evidence the same debt as the
lost, destroyed or stolen Note, and any Exchange Note issued in exchange for a
Note in connection with an effective Registration pursuant to the Registration
Rights Agreement shall be deemed to evidence the same debt as such Note.

              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).

              Preferred Stock Change of Control Event: The term "Preferred Stock
Change of Control Event" shall mean the right of

                                      -21-
<PAGE>
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
percent 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 percent 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
percent 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 Subsidiary
that is part of the Note Restricted Group 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 Note Restricted Group taken as a
whole and (2) any shares of any class of stock or any other security of any
Subsidiary that is not part of the Note Restricted Group.

              Private Placement Legend: The term "Private Placement Legend"
shall mean the legend initially set forth on the Notes in the form set forth in
Section 2.03.

              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).


                                      -22-
<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).

              QIB: The term "QIB" shall mean a "qualified institutional buyer"
as defined in Rule 144A.

              Registration: The term "Registration" shall have the meaning
provided in Section 5.02.

              Registration Rights Agreement: The term "Registration Rights
Agreement" shall mean the Registration Rights Agreement, dated as of December
13, 1995, by and among the Company, Morgan Stanley & Co. Incorporated and Lazard
Freres & Co. LLC.

              Registration Statement: The term "Registration Statement" shall
mean the Registration Statement as defined and described in the Registration
Rights Agreement.

              Regulation S: The term "Regulation S" shall mean Regulation S
under the Securities Act of 1933.

              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 department.

              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

                                      -23-
<PAGE>
Directors pursuant to which that employee may purchase shares of Common Stock.

              Rule 144A: The term "Rule 144A" shall mean Rule 144A under the
Securities Act of 1933.

              SEC: The term "SEC" shall mean the Securities and Exchange
Commission.

              Securities Act of 1933: The term "Securities Act of 1933" shall
mean the Securities Act of 1933, as amended, as the same may be hereafter
amended.

              Senior Subordinated Debt: The term "Senior Subordinated Debt"
shall mean the 10-5/8% Senior Subordinated Notes of the Company Due June 15,
2002, the Senior Subordinated Floating Rate Debentures Due November 1, 2004 and
the 11% Senior Subordinated Debentures Due June 1, 2007.

              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 or 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 in 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.

              Temporary Offshore Global Note: The term "Temporary Offshore
Global Note" shall have the meaning provided in Section 2.02.

              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


                                      -24-
<PAGE>
portion of any deferred payment obligation and after taking into account the
effect of any Interest Rate Agreement, 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 Note 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, 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.

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

              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.

              2005 Debentures: The term "2005 Debentures" shall mean the 8-7/8%
Senior Debentures of the Company Due September 15, 2005.

              2001 Notes: The term "2001 Notes" shall mean the 8-1/2% Senior
Notes of the Company Due September 15, 2001.

              2013 Debentures: The term "2013 Debentures" shall mean the 9-1/2%
Senior Debentures of the Company Due August 1, 2013.

              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 member of the Note Restricted Group.

              U.S. Global Note: The term "U.S. Global Note" shall have the
meaning provided in Section 2.02.

              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.


                                      -25-
<PAGE>
              U.S. Physical Notes: The term "U.S. Physical Notes" shall have the
meaning provided in Section 2.02.

              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".

                                   ARTICLE TWO

                 ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND
                                EXCHANGE OF NOTES


              SECTION 2.01. Designation, Amount and Issue of Notes. The Notes
shall be designated as "8.30% Senior Notes Due 2006". Notes not to exceed the
aggregate principal amount of $600,000,000 (except as provided in Section 2.09)
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 Notes 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 its Chief
Financial Officer 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.

              The Notes shall be senior in right of payment to all subordinated
indebtedness of the Company, including, without limitation, the Senior
Subordinated Debt.

              SECTION 2.02. Form of Notes. The Notes and the Trustee's
certificate of authentication to be borne by the Notes shall be substantially in
the form as in this Indenture above recited. Any of the Notes 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 Notes
may be listed, or to conform to usage.

              Notes offered and sold in reliance on Rule 144A shall be
issued initially in the form of one or more permanent global
Notes in registered form, substantially in the form as above
recited (the "U.S. Global Note"), deposited with the Trustee, as
custodian for the Depositary, duly executed by the Company and
authenticated by the Trustee as hereinafter provided.  The


                                      -26-
<PAGE>
aggregate principal amount of the U.S. Global Note may from time to time be
increased or decreased by adjustments made on the records of the Trustee, as
custodian for the Depositary or its nominee, as hereinafter provided.

              Notes offered and sold in offshore transactions in reliance on
Regulation S shall be issued initially in the form of one or more temporary
global Notes in registered form substantially in the form as above recited (the
"Temporary Offshore Global Note") deposited with the Trustee, as custodian for
the Depositary, duly executed by the Company and authenticated by the Trustee as
hereinafter provided. At any time beginning 40 days after the later of the
commencement of the offering and the closing in connection with the Notes (the
"Offshore Notes Exchange Date"), upon receipt by the Trustee and the Company of
a certificate substantially in the form of Exhibit A hereto, one or more
permanent global Notes in registered form substantially in the form as above
recited (the "Permanent Offshore Global Note" and, together with the Temporary
Offshore Global Note, the "Offshore Global Note") duly executed by the Company
and authenticated by the Trustee as hereinafter provided shall be deposited with
the Trustee, as custodian for the Depositary, and the registrar shall reflect on
its books and records the date and a decrease in the principal amount of the
Temporary Offshore Global Note in an amount equal to the principal amount of the
beneficial interest in the Temporary Offshore Global Note transferred.

              Notes offered and sold in reliance on Regulation D under the
Securities Act of 1933 shall be issued in the form of permanent certificated
Notes in registered form in substantially the form as above recited (the "U.S.
Physical Notes"). Notes issued pursuant to Section 2.07 in exchange for
interests in the Offshore Global Note shall be in the form of permanent
certificated Notes in registered form substantially in the form as above recited
(the "Offshore Physical Notes").

              The Offshore Physical Notes and U.S. Physical Notes are sometimes
collectively herein referred to as the "Physical Notes". The U.S. Global Note
and the Offshore Global Note are sometimes referred to as the "Global Notes".

              The definitive Notes shall be typed, printed, lithographed or
engraved or produced by any combination of these methods or may be produced in
any other manner permitted by the rules of any securities exchange on which the
Notes may be listed, all as determined by the officers executing such Notes, as
evidenced by their execution of such Notes.

              SECTION 2.03. Restrictive Legends. Unless and until a Note is
exchanged for an Exchange Note in connection with an


                                      -27-
<PAGE>
effective Registration pursuant to the Registration Rights Agreement, the U.S.
Global Note, Temporary Offshore Global Note and each U.S. Physical Note shall
bear the following legend on the face thereof:

              THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF
              1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT
              BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE
              ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH IN THE
              FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER (1)
              REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS
              DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS AN
              INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(a)(1),
              (2), (3), OR (7) OF REGULATION D UNDER THE SECURITIES ACT) (AN
              "INSTITUTIONAL ACCREDITED INVESTOR") OR (C) IT IS NOT A U.S.
              PERSON AND IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION IN
              COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT, (2) AGREES
              THAT IT WILL NOT, WITHIN THREE YEARS AFTER THE LATER OF THE
              ORIGINAL ISSUANCE OF THIS NOTE OR THE LAST DATE ON WHICH THIS NOTE
              WAS HELD BY AN AFFILIATE OF THE COMPANY, RESELL OR OTHERWISE
              TRANSFER THIS NOTE EXCEPT (A) TO THE COMPANY OR ANY SUBSIDIARY
              THEREOF, (B) INSIDE THE UNITED STATES TO A QUALIFIED INSTITUTIONAL
              BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C)
              INSIDE THE UNITED STATES TO AN INSTITUTIONAL ACCREDITED INVESTOR
              THAT, PRIOR TO SUCH TRANSFER, FURNISHES TO THE TRUSTEE A SIGNED
              LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING
              TO THE RESTRICTIONS ON TRANSFER OF THIS NOTE (THE FORM OF WHICH
              LETTER CAN BE OBTAINED FROM THE TRUSTEE) AND, IF SUCH TRANSFER IS
              IN RESPECT OF AN AGGREGATE PRINCIPAL AMOUNT OF NOTES AT THE TIME
              OF TRANSFER OF LESS THAN $250,000, AN OPINION OF COUNSEL
              ACCEPTABLE TO THE COMPANY THAT SUCH TRANSFER IS IN COMPLIANCE WITH
              THE SECURITIES ACT, (D) OUTSIDE THE UNITED STATES IN AN OFFSHORE
              TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT,
              (E) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE
              144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR (F) PURSUANT TO AN
              EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (3)
              AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS NOTE IS
              TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.
              IN CONNECTION WITH ANY TRANSFER OF THIS NOTE WITHIN THREE YEARS
              AFTER THE LATER OF THE ORIGINAL ISSUANCE OF THIS NOTE OR THE LAST
              DATE ON WHICH THIS NOTE WAS HELD BY AN AFFILIATE OF THE COMPANY,
              THE HOLDER MUST CHECK THE APPROPRIATE BOX SET FORTH HEREIN
              RELATING TO THE MANNER OF SUCH TRANSFER AND SUBMIT THIS NOTE TO
              THE TRUSTEE. IF


                                      -28-
<PAGE>
              THE PROPOSED TRANSFEREE IS AN INSTITUTIONAL ACCREDITED INVESTOR,
              THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE
              AND THE COMPANY SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER
              INFORMATION AS EITHER OF THEM MAY REASONABLY REQUIRE TO CONFIRM
              THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR
              IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF
              THE SECURITIES ACT. AS USED HEREIN, THE TERMS "OFFSHORE
              TRANSACTION", "UNITED STATES" AND "U.S. PERSON" HAVE THE MEANINGS
              GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT. THE
              INDENTURE CONTAINS A PROVISION REQUIRING THE TRUSTEE TO REFUSE TO
              REGISTER ANY TRANSFER OF THIS NOTE IN VIOLATION OF THE FOREGOING
              RESTRICTIONS.

              Each Global Note, whether or not an Exchange Note, shall bear the
       following legend on the face thereof:

              Unless this Note is presented by an authorized representative of
              The Depository Trust Company, a New York corporation ("DTC"), to
              the Company or its agent for registration of transfer, exchange or
              payment, and any Note issued is registered in the name of Cede &
              Co. or in such other name as is requested by an authorized
              representative of DTC (and any payment is made to Cede & Co. or to
              such other entity as is requested by an authorized representative
              of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
              OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the
              registered owner hereof, Cede & Co., has an interest herein.

              Transfers of this Note shall be limited to transfers in whole, but
              not in part, to nominees of Cede & Co. or to a successor thereof
              or such successor's nominee and transfers of portions of this Note
              shall be limited to transfers made in accordance with the
              restrictions set forth in section 2.08 of the Indenture.

              SECTION 2.04. Date and Denomination of Notes. The Notes shall be
issuable in registered form without coupons in denominations of $100,000 and any
multiple of $50,000 in excess thereof. Every Note shall be dated the date of its
authentication and, except as provided in this Section, shall bear interest,
payable semi-annually on May 15 and November 15 of each year, commencing on May
15, 1996, from the May 15 or November 15, as the case may be, next preceding the
date of such Note to which interest has been paid or duly provided for, unless
the date of such Note is the date to which interest has been paid or duly
provided for, in which case from the date of such Note, or unless no interest
has been paid or duly provided for on the Notes, in which case from December 13,
1995 until payment of the


                                      -29-
<PAGE>
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 Notes, all
Notes authenticated by the Trustee after the close of business on the record
date (as hereinafter defined) for any interest payment date (May 15 or November
15, as the case may be) and prior to 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 Note shall bear interest from the May 15 or November 15, as the case may
be, next preceding the date of such Note to which interest has been paid or duly
provided for, unless no interest has been paid or duly provided for on the
Notes, in which case from December 13, 1995. Interest will be computed on the
basis of a 360-day year of twelve 30-day months.

              The person in whose name any Note (or its Predecessor Note) 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 Note or Notes, or portion thereof, prepaid on a date subsequent to the
record date and prior to such interest payment date) notwithstanding the
cancellation of such Note 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 May 1 or November 1 preceding said May 15 or
November 15.

              Any interest on any Note 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 May 15 or November 15 (herein called "Defaulted Interest") shall
forthwith cease to be payable to the Noteholder on the relevant record date by
virtue of having been such Noteholder; 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 Notes (or their respective
     Predecessor Notes) 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 Note 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


                                      -30-
<PAGE>
     aggregate amount proposed to be paid in respect of such Defaulted Interest
     or shall make arrangements satisfactory to the Trustee for such deposit
     prior to the date of the proposed payment, such money when deposited to be
     held in trust for the benefit of the Persons entitled to such Defaulted
     Interest as in this clause provided. Thereupon, 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 Noteholder at
     his or her address as it appears in the Note 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 Notes (or their respective Predecessor Notes) 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 Notes 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 2.05. Execution of Notes. The Notes 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, its Chief Financial Officer 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 Notes 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 Note
executed by the Company shall be conclusive evidence that the Note so
authenticated has been duly authenticated and delivered hereunder and that the
holder is entitled to the benefits of this Indenture.


                                      -31-
<PAGE>
              In case any officer of the Company who shall have signed any of
the Notes shall cease to be such officer before the Notes so signed shall have
been authenticated and delivered by the Trustee, or disposed of by the Company,
such Notes nevertheless may be authenticated and delivered or disposed of as
though the person who signed such Notes had not ceased to be such officer of the
Company; and any Note may be signed on behalf of the Company by such persons as,
at the actual date of the execution of such Note, 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 2.06. Exchange and Registration of Notes; Transfer of
Notes. Notes may be exchanged for a like aggregate principal amount of Notes of
other authorized denominations. Notes 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 2.06
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 Note or Notes which the Noteholder 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 Notes.

              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, Notes shall
be registered and the transfer of Notes 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 Note 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 Note or Notes for
an equal aggregate principal amount. Furthermore, the Depositary shall, by
acceptance of a Global Note, agree that transfers of beneficial interests in
such Global Note may be effected only through a book-entry system maintained by
the Depositary (or its agent), and that ownership of a beneficial interest in
the Global Note shall be required to be reflected in a book entry. When Notes
are presented to the registrar with a request to register the transfer or to
exchange them for an equal principal amount of Notes of other authorized
denominations (including on exchange of Notes for Exchange Notes), the registrar
shall register the transfer or make the exchange as requested if its
requirements

                                      -32-
<PAGE>
for such transactions are met; provided that no exchanges of Notes for Exchange
Notes shall occur until a Registration Statement shall have been declared
effective by the SEC and that any Notes that are exchanged for Exchange Notes
shall be canceled by the Trustee; provided, further, that any Exchange Note
issued in exchange for a Physical Note shall upon such exchange be represented
by a Global Note. To permit registrations of transfers and exchanges in
accordance with the terms, conditions and restrictions hereof, the Company shall
execute and the Trustee shall authenticate Notes at the registrar's request.

              All Notes presented for registration of transfer or for exchange,
prepayment 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 or her attorney duly authorized in writing.

              No service charge shall be made for any exchange or registration
of transfer of Notes, 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.

              SECTION 2.07. Book-Entry Provisions for U.S. Global Note and
Offshore Global Note. (a) The U.S. Global Note and Offshore Global Note
initially shall (i) be registered in the name of the Depositary for such Global
Notes or the nominee of such Depositary, (ii) be delivered to the Trustee as
custodian for such Depositary and (iii) bear legends as set forth in Section
2.03.

              Members of, or participants in, the Depositary ("Agent Members")
shall have no rights under this Indenture with respect to any U.S. Global Note
or Offshore Global Note, as the case may be, held on their behalf by the
Depositary, or the Trustee as its custodian, or under the U.S. Global Note or
Offshore Global Note, as the case may be, and the Depositary may be treated by
the Company, the Trustee and any agent of the Company or the Trustee as the
absolute owner of such U.S. Global Note or Offshore Global Note, as the case may
be, for all purposes whatsoever. Notwithstanding the foregoing, nothing herein
shall prevent the Company, the Trustee or any agent of the Company or the
Trustee, from giving effect to any written certification, proxy or other
authorization furnished by the Depositary or impair, as between the Depositary
and its Agent Members, the operation of customary practices governing the
exercise of the rights of a holder of any Note.

              (b)  Transfers of the U.S. Global Note and the Offshore
Global Note shall be limited to transfers of such U.S. Global
Note or Offshore Global Note in whole, but not in part, to the

                                      -33-
<PAGE>
Depositary, its successors or their respective nominees. Beneficial interests in
the U.S. Global Note and the Offshore Global Note may be transferred in
accordance with the applicable rules and procedures of the Depositary and the
provisions of Section 2.08. In addition, U.S. Physical Notes and Offshore
Physical Notes shall be transferred to all beneficial owners in exchange for
their beneficial interests in the U.S. Global Note or the Offshore Global Note,
as the case may be, if (i) the Depositary notifies the Company that it is
unwilling or unable to continue as Depositary for the U.S. Global Note or the
Offshore Global Note, as the case may be, and a successor depositary is not
appointed by the Company within 90 days of such notice or (ii) an Event of
Default has occurred and is continuing and the registrar has received a request
from the Depositary.

              (c) Any beneficial interest in one of the Global Notes that is
transferred to a person who takes delivery in the form of an interest in the
other Global Note will, upon transfer, cease to be an interest in such Global
Note and become an interest in the other Global Note and, accordingly, will
thereafter be subject to all transfer restrictions, if any, and other procedures
applicable to beneficial interests in such other Global Note for as long as it
remains such an interest.

              (d) In connection with any transfer of a beneficial interest in
the U.S. Global Note to a transferee receiving U.S. Physical Notes pursuant to
paragraph (b) of this Section, the registrar shall reflect on its books and
records the date and a decrease in the principal amount of the U.S. Global Note
in an amount equal to the principal amount of the beneficial interest in the
U.S. Global Note to be transferred, and the Company shall execute, and the
Trustee shall authenticate and deliver, one or more U.S. Physical Notes of like
tenor and amount.

              (e) In connection with the transfer of the entire U.S. Global Note
or Offshore Global Note to beneficial owners pursuant to paragraph (b) of this
Section, the U.S. Global Note or Offshore Global Note, as the case may be, shall
be deemed to be surrendered to the Trustee for cancellation, and the Company
shall execute, and the Trustee shall authenticate and deliver, to each
beneficial owner identified by the Depositary in exchange for its beneficial
interest in the U.S. Global Note or Offshore Global Note, as the case may be, an
equal aggregate principal amount of U.S. Physical Notes or Offshore Physical
Notes, as the case may be, of authorized denominations.

              (f)  Any U.S. Physical Note delivered in exchange for an
interest in the U.S. Global Note pursuant to paragraph (b) or (d)
of this Section shall, except as otherwise provided by paragraph
(f) of Section 2.08, bear the legend regarding transfer


                                      -34-
<PAGE>
restrictions applicable to the U.S. Physical Note set forth in Section 2.03.

              (g) Any Offshore Physical Note delivered in exchange for an
interest in the Offshore Global Note pursuant to paragraph (b) of this Section
shall, except as otherwise provided by paragraph (f) of Section 2.08, bear the
legend regarding transfer restrictions applicable to the Offshore Physical Note
set forth in Section 2.03.

              (h) The registered holder of the U.S. Global Note and the Offshore
Global Note may grant proxies and otherwise authorize any person, including
Agent Members and persons that may hold interests through Agent Members, to take
any action which such holder is entitled to take under this Indenture or the
Notes.

              SECTION 2.08. Special Transfer Provisions. Unless and until a Note
is exchanged for an Exchange Note, or the Notes are registered for sale in
connection with an effective Registration pursuant to the Registration Rights
Agreement, the following provisions shall apply:

              (a) Transfers to Non-QIB Institutional Accredited Investors. The
       following provisions shall apply with respect to the registration of any
       proposed transfer of a Note to any Institutional Accredited Investor
       which is not a QIB (excluding transfers to or by Non-U.S. Persons):

                      (i) The registrar shall register the transfer of any Note,
              whether or not such Note bears the Private Placement Legend, if
              (x) the requested transfer is at least three years after the later
              of the original issue date of the Notes and the last date on which
              such Note was held by an affiliate of the Company or (y) the
              proposed transferee has delivered to the registrar (A) a
              certificate substantially in the form of Exhibit B hereto and (B)
              if the aggregate principal amount of the Notes being transferred
              is less than $250,000 at the time of such transfer, an opinion of
              counsel acceptable to the Company and the registrar that such
              transfer is in compliance with the Securities Act of 1933.

                      (ii) If the proposed transferor is an Agent Member holding
              a beneficial interest in the U.S. Global Note, upon receipt by the
              registrar of (x) the documents, if any, required by paragraph (i)
              and (y) instructions given in accordance with the Depositary's and
              the registrar's procedures, the registrar shall reflect on its
              books and records the date and decrease in the principal amount of
              the U.S. Global Note in an amount equal to the principal


                                      -35-
<PAGE>
              amount of the beneficial interest in the U.S. Global Note to be
              transferred, and the Company shall execute, and the Trustee shall
              authenticate and deliver, one or more U.S. Physical Notes of like
              tenor and amount.

              (b) Transfers to QIBs. The following provisions shall apply with
       respect to the registration of any proposed transfer of a Note to a QIB
       (excluding transfers to or by Non- U.S. Persons):

                      (i) If the Note to be transferred consists of U.S.
              Physical Notes or an interest in the Temporary Offshore Global
              Note, the registrar shall register the transfer if such transfer
              is being made by a proposed transferor who has checked the box
              provided for on the form of Note stating, or has otherwise advised
              the Company and the registrar in writing, that the sale has been
              made in compliance with the provisions of Rule 144A to a
              transferee who has signed the certification provided for on the
              form of Note stating, or has otherwise advised the Company and the
              registrar in writing, that it is purchasing the Note for its own
              account or an account with respect to which it exercises sole
              investment discretion and that it and any such account is a QIB
              within the meaning of Rule 144A, and is aware that the sale to it
              is being made in reliance on Rule 144A and acknowledges that it
              has received such information regarding the Company as it has
              requested pursuant to Rule 144A or has determined not to request
              such information and that it is aware that the transferor is
              relying upon its foregoing representations in order to claim the
              exemption from registration provided by Rule 144A.

                      (ii) If the proposed transferee is an Agent Member, and
              the Note to be transferred consists of U.S. Physical Notes or an
              interest in the Temporary Offshore Global Note, upon receipt by
              the registrar of the documents referred to in clause (i) and
              instructions given in accordance with the Depositary's and the
              registrar's procedures, the registrar shall reflect on its books
              and records the date and an increase in the principal amount of
              the U.S. Global Note in an amount equal to the principal amount of
              the U.S. Physical Note or the interest in the Temporary Offshore
              Global Note, as the case may be, to be transferred, and the
              Trustee shall cancel the Physical Note or decrease the amount of
              the Temporary Offshore Global Note so transferred.

              (c) Transfers of Interest in the Temporary Offshore Global Note.
       The following provisions shall apply with


                                      -36-
<PAGE>
     respect to registration of any proposed transfer of interests
     in the Temporary Offshore Global Note:

                      (i) The registrar shall register the transfer of any Note
              (x) if the proposed transferee is a Non-U.S. Person and the
              proposed transferor has delivered to the registrar a certificate
              substantially in the form of Exhibit C hereto or (y) if the
              proposed transferee is a QIB and the proposed transferor has
              checked the box provided for on the form of Note stating, or has
              otherwise advised the Company and registrar in writing, that the
              sale has been made in compliance with the provisions of Rule 144A
              to a transferee who has signed the certification provided for on
              the form of Note stating, or has otherwise advised the Company and
              the registrar in writing, that it is purchasing the Note for its
              own account or an account with respect to which it exercises sole
              investment discretion and that it and any such account is a QIB
              within the meaning of Rule 144A, and is aware that the sale to it
              is being made in reliance on Rule 144A and acknowledges that it
              has received such information regarding the Company as it has
              requested pursuant to Rule 144A or has determined not to request
              such information and that it is aware that the transferor is
              relying upon its foregoing representations in order to claim the
              exemption from registration provided by Rule 144A.

                      (ii) If the proposed transferee is an Agent Member, upon
              receipt by the registrar of the documents referred to in clause
              (i)(y) above and instructions given in accordance with the
              Depositary's and the registrar's procedures, the registrar shall
              reflect on its books and records the date and an increase in the
              principal amount of the U.S. Global Note in an amount equal to the
              principal amount of the Temporary Offshore Global Note to be
              transferred, and the Trustee shall decrease the amount of the
              Temporary Offshore Global Note so transferred.

              (d) Transfers of Interests in the Permanent Offshore Global Note
     or Offshore Physical Note. The registrar shall register the transfer of any
     interests in the Permanent Offshore Global Note or Offshore Physical Notes
     without requiring any additional certification.

              (e) Transfers to Non-U.S. Persons at any Time. The following
     provisions shall apply with respect to any transfer of a Note to a Non-U.S.
     Person:

                      (i)  Prior to the 40th day after the later of the
              commencement of the offering and the closing date in


                                      -37-
<PAGE>
              connection with the Notes, the registrar shall register any
              proposed transfer of a Note to a Non-U.S. Person upon receipt of a
              certificate substantially in the form of Exhibit C hereto from the
              proposed transferor.

                      (ii) On and after the 40th day after the later of the
              commencement of the offering and the closing date in connection
              with the Notes, the registrar shall register any proposed transfer
              to any Non-U.S. Person if the Note to be transferred is a U.S.
              Physical Note or an interest in the U.S. Global Note, upon receipt
              of a certificate substantially in the form of Exhibit C from the
              proposed transferor.

                      (iii) (a) If the proposed transferor is an Agent Member
              holding a beneficial interest in the U.S. Global Note, upon
              receipt by the registrar of (x) documents, if any, required by
              paragraph (ii) and (y) instructions in accordance with the
              Depositary's and the registrar's procedures, the registrar shall
              reflect on its books and records the date and a decrease in the
              principal amount of the U.S. Global Note in an amount equal to the
              principal amount of the beneficial interest in the U.S. Global
              Note to be transferred, and (b) if the proposed transferee is an
              Agent Member, upon receipt by the registrar of instructions given
              in accordance with the Depositary's and the registrar's
              procedures, the registrar shall reflect on its books and records
              the date and an increase in the principal amount of the Offshore
              Global Note in an amount equal to the principal amount of the U.S.
              Physical Notes or the U.S. Global Note, as the case may be, to be
              transferred, and the Trustee shall cancel the Physical Note, if
              any, so transferred or decrease the amount of the U.S. Global
              Note.

              (f) Private Placement Legend. Upon the transfer, exchange or
     replacement of Notes not bearing the Private Placement Legend, the
     registrar shall deliver Notes that do not bear the Private Placement
     Legend. Upon the transfer, exchange or replacement of Notes bearing the
     Private Placement Legend, the registrar shall deliver only Notes that bear
     the Private Placement Legend unless either (i) the circumstances
     contemplated by the third paragraph of Section 2.02 or paragraphs (a)(i)(x)
     or (e)(ii) of this Section 2.08 exist or (ii) there is delivered to the
     registrar an opinion of counsel reasonably satisfactory to the Company and
     the registrar to the effect that neither such legend nor the related
     restrictions on transfer are required in order to maintain compliance with
     the provisions of the Securities Act of 1933.


                                      -38-
<PAGE>
              (g) General. By its acceptance of any Note bearing the Private
     Placement Legend, each holder of such a Note acknowledges the restrictions
     on transfer of such Note set forth in this Indenture and in the Private
     Placement Legend and agrees that it will transfer such Note only as
     provided in this Indenture. The registrar shall not register a transfer of
     any Note unless such transfer complies with the restrictions on transfer of
     such Note set forth in this Indenture. In connection with any transfer of
     Notes, each holder agrees by its acceptance of the Notes to furnish the
     registrar or the Company such certifications, legal opinions or other
     information as either of them may reasonably require to confirm that such
     transfer is being made pursuant to an exemption from, or a transaction not
     subject to, the registration requirements of the Securities Act of 1933;
     provided that the registrar shall not be required to determine (but may
     rely on a determination made by the Company with respect to) the
     sufficiency of any such certifications, legal opinions or other
     information.

              The registrar shall retain copies of all letters, notices and
     other written communications received pursuant to Section 2.07 or this
     Section 2.08. The Company shall have the right to inspect and make copies
     of all such letters, notices or other written communications at any
     reasonable time upon the giving of reasonable written notice to the
     registrar.

              SECTION 2.09. Mutilated, Destroyed, Lost or Stolen Notes. In case
any temporary or definitive Note 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 Note, bearing a number not
contemporaneously outstanding, in exchange and substitution for the mutilated
Note, or in lieu of and in substitution for the Note so destroyed, lost or
stolen. In every case the applicant for a substituted Note 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 Note and of the
ownership thereof.

              The Trustee may authenticate any such substituted Note and deliver
the same upon the written request or authorization of any officer of the
Company. Upon the issuance of any substituted Note, 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 Note which has matured or is about to mature shall become mutilated
or be destroyed, lost or stolen, the Company


                                      -39-
<PAGE>
may, instead of issuing a substitute Note, pay or authorize the payment of the
same (without surrender thereof except in the case of a mutilated Note) 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 Note and of the
ownership thereof.

              Every substituted Note issued pursuant to the provisions of this
Section 2.09 by virtue of the fact that any Note is destroyed, lost or stolen
shall constitute an additional contractual obligation of the Company, whether or
not the destroyed, lost or stolen Note 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 Notes duly issued
hereunder. To the extent permitted by law, all Notes 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
Notes and shall preclude any and all other rights or remedies notwithstanding
any law or statute existing or hereafter enacted to the contrary with respect to
the replacement or payment of negotiable instruments or other securities without
their surrender.

              SECTION 2.10. Temporary Notes. Pending the preparation of
definitive Notes, the Company may execute and the Trustee shall authenticate and
deliver temporary Notes (typed, printed or lithographed). Temporary Notes shall
be issuable in any authorized denomination, and substantially in the form of the
definitive Notes but with such omissions, insertions and variations as may be
appropriate for temporary Notes, all as may be determined by the Company. Every
such temporary Note shall be authenticated by the Trustee upon the same
conditions and in substantially the same manner, and with the same effect, as
the definitive Notes. Without unreasonable delay the Company will execute and
deliver to the Trustee definitive Notes and thereupon any or all temporary Notes
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 2.10 shall be the office in the said Borough of the registrar
hereunder), and the Trustee shall authenticate and deliver in exchange for such
temporary Notes an equal aggregate principal amount of definitive Notes;
provided, however, that if all Notes are exchanged for Exchange Notes
represented by one or more Global Notes, the Global Notes may remain in
temporary form until such Global Notes are exchanged for Physical Notes pursuant
to Section 2.07(b). Such exchange shall be made by the Company at its own
expense and without any charge therefor. Until so exchanged, the temporary Notes
shall in all respects be entitled


                                      -40-
<PAGE>
to the same benefits under this Indenture as definitive Notes authenticated and
delivered hereunder.

              SECTION 2.11. Cancellation of Notes Paid, etc. All Notes
surrendered for the purpose of payment, prepayment, exchange or registration of
transfer, or in discharge, shall, if surrendered to the Company or any paying
agent or any Note registrar, be surrendered to the Trustee and promptly canceled
by it, or, if surrendered to the Trustee, shall be promptly canceled by it, and
no Notes 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 Notes previously authenticated and delivered
hereunder which the Company may have acquired in any manner whatsoever and the
Trustee shall cancel any Notes so delivered. The Trustee shall return all
canceled Notes to the Company.

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

                                  ARTICLE THREE

                              REDEMPTION OF NOTES;
                     PREPAYMENT AT THE OPTION OF THE HOLDERS


              SECTION 3.01.  Redemption at the Option of the Company.

              (a)     The Notes shall not be redeemable at the option of
the Company prior to maturity.

              (b)  The Notes shall not be entitled to the benefits of a
sinking fund.

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

              (a) The holder of any Note shall have the right, at his or her
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, Notes held by
that holder, without regard to the fact that the Notes may not then be otherwise
prepayable,


                                      -41-
<PAGE>
for cash, in an amount equal to the principal amount of the Notes (the
"Preferred Event Redemption Price") together with accrued interest to the date
fixed for prepayment of such holder's Notes. The right of each holder to tender
his or her Note or Notes 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 Notes 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 Note or Notes to the
office or agency to be maintained by the Company pursuant to Section 4.02 of
this Indenture, accompanied by written notice that the holder elects to tender
such Note or Notes 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 or her duly
authorized legal representative and transfer tax stamps or funds therefor, if
required. Such tender by a holder shall be irrevocable. The holders of Notes
shall not have the right to tender Notes if on the date of the Preferred Event
Put Notice the Company shall have satisfied and discharged this Indenture
pursuant to Article Twelve or effected a defeasance with respect to the Notes
pursuant to Article Thirteen (except that the Company may not satisfy this
Indenture or effect defeasance in anticipation of a Preferred Stock Redemption
Payment).

              (b) Any such prepayment of Notes 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 shall be the same as the date on which the Company
repurchases any 2001 Notes, 2005 Debentures, 2013 Debentures or June Senior Debt
Securities as a result of a Preferred Stock Redemption Payment. In no case may
the Company make a Preferred Stock Redemption Payment prior to purchasing Notes
which have been properly tendered in accordance with this Section 3.02. If the
Company elects not to make a particular Preferred Stock Redemption Payment, then
the Company shall have no obligation to purchase the Notes 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
Noteholder stating that the


                                      -42-
<PAGE>
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 Notes 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
Notes when they were delivered by the Noteholder), and (C) the Company shall no
longer have the right or obligation to purchase Notes 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 Notes
in connection therewith and the holders of Notes shall have been afforded an
opportunity to tender their Notes 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 Noteholder 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 or her Notes 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 or her Notes
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 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 Notes to be purchased on the
Preferred Event Redemption Date.

              (e) After a holder has tendered Notes for prepayment as provided
in clause (a) above, the Notes 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


                                      -43-
<PAGE>
of such Notes at the Preferred Event Redemption Price) such Notes shall cease to
bear interest. Upon surrender of any such Note for prepayment in accordance
herewith, such Note 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 Note or Notes at the
close of business on the relevant record date according to the provisions of
this Indenture.

              If any Note to be prepaid shall not be so purchased 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 Notes.

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

          (a) The holder of any Note shall have the right, at his or her 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, Notes held by
such holder without regard to the fact that the Notes may not then be otherwise
prepayable, for cash in an amount equal to the principal of such Notes plus a
premium, if any, as set forth in paragraph 8 of the Notes (together, the "Put
Option Redemption Price"), plus accrued interest to the date fixed for
prepayment. Such prepayment 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 Notes to the
office or agency to be maintained by the Company pursuant to Section 4.02 of
this Indenture, accompanied by written notice that the holder elects to tender
such Notes 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 or her 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 this Indenture pursuant to Article Twelve or effected a
defeasance with respect to the Notes pursuant to Article Thirteen


                                      -44-
<PAGE>
(except that the Company may not satisfy this 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 Repurchase Indebtedness
     incurred or to be incurred for the purpose of making such Exempt
     Repurchase, the Company is unable to incur an additional One Dollar ($1.00)
     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 Noteholder 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 or her Notes 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
Noteholder stating that the Put Option Transaction has been consummated and that
each holder of Notes has the right to tender his or her Notes 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 Notes to be purchased 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
purchase all of the Notes in accordance with this Section 3.03.


                                      -45-
<PAGE>
              (f) All Notes properly tendered for prepayment 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 Notes shall cease to bear interest. Upon surrender of any such
Note for prepayment in accordance herewith, such Note 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 Notes at the close of
business on the relevant record date according to the provisions of this
Indenture.

              If any Note to be prepaid shall not be so purchased 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 Notes.

              (g) Upon (A) the consummation of the proposed Put Option
Transaction no later than 30 days after the Proposed Date, and (B) the
prepayment of all Notes properly tendered for prepayment 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 Noteholder stating that the proposed Put Option Transaction was not
consummated.

              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 Noteholders
notice of the right of the Noteholders to require prepayment, such notice shall
be given in the manner hereinafter provided. Notice shall be mailed to the
subject Noteholders at their last addresses as the same shall appear on the
register for the Notes described in Section 2.06. 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 Noteholder shall not affect the validity of
the proceedings for the prepayment of any other Note.


                                      -46-
<PAGE>
              Each such notice of the right of the holders to require prepayment
shall specify (except as otherwise provided in Sections 3.02 and 3.03) the date
fixed for prepayment, the prepayment price at which Notes are to be purchased,
the place or places of payment, the CUSIP number of the Notes, that payment will
be made upon presentation and surrender of such Notes to be prepaid (and other
conditions of payments, if any), the terms and conditions to which each
Noteholder's right to require prepayment is subject, that interest accrued to
the date fixed for prepayment on Notes or portions thereof to be prepaid will be
paid as specified in the notice, that on or after said date interest on Notes or
portions thereof to be prepaid will cease to accrue and such other information
as is provided for in the Section of this Article Three calling for such notice.
Either the Company shall give the notice or shall provide the Trustee with
copies of the notice and shall request the Trustee to mail the notice on the
Company's behalf.

              SECTION 3.05. Cancellation of Notes after Prepayment. All Notes
surrendered for prepayment shall, if surrendered to the Company or any
prepayment agent, be delivered to the Trustee for cancellation and, if
surrendered to the Trustee, shall be canceled by it upon the occurrence of the
prepayment.

                                  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 Notes at
the places, at the respective times and in the manner provided herein and in the
Notes.

              SECTION 4.02. Offices for Notices and Payments, etc. So long as
any of the Notes remain outstanding, the Company will maintain in the Borough of
Manhattan, The City of New York, an office or agency where the Notes may be
presented for payment, and an office or agency where the Notes 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 Notes 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 served at the office of the Trustee and the Company hereby
appoints the Trustee to be,


                                      -47-
<PAGE>
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 Notes
     (whether such sums have been paid to it by the Company or by any other
     obligor on the Notes) in trust for the benefit of the holders of the Notes;

              (2) that it will give the Trustee notice of any failure by the
     Company (or by any other obligor on the Notes) to make any payment of the
     principal of and premium, if any, or interest on the Notes 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 Notes, set aside, segregate and hold in trust for the benefit of the holders
of the Notes 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 Notes)
to make any payment of the principal of and premium, if any, or interest on the
Notes 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 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.


                                      -48-
<PAGE>
              (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 Noteholders.

              SECTION 4.06. Restricted Payments. The Company covenants and
agrees, so long as any of the Notes 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 the Company's 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 with the Company), otherwise than pursuant to Exempt Repurchases (any
declaration, authorization or 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 September
30, 1995 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
Note Restricted Group on a consolidated basis for the period, treated as a
single accounting period, from September 30, 1995 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 September 30, 1995 through
said fiscal quarter immediately preceding such proposed Restricted Payment, plus
(b) $1,029,726,000, plus (c) the aggregate net proceeds, including the fair
market value of property other than cash, received by the Company from the issue
or sale (other than to a Subsidiary) subsequent to September 30, 1995 of any
class of


                                      -49-
<PAGE>
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
Notes remain outstanding, that it shall not, and shall not permit any member of
the Note Restricted Group 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 (other than Exempt
Repurchase Indebtedness) if, immediately thereafter and giving effect thereto on
a pro forma basis, the aggregate Indebtedness of the Note Restricted Group would
be more than the product of (i) four times the Operating Cash Flow of the Note
Restricted Group for the fiscal quarter most recently preceding such incurrence
for which financial statements are available, multiplied by (ii) nine.

              (b) For purposes of the above calculation, the aggregate
Indebtedness of the Note Restricted Group shall be reduced by the aggregate
Exempt Repurchase Indebtedness of the Note Restricted Group.

              SECTION 4.08. Limitation on Investment in Subsidiaries other than
the Note Restricted Group. Except as provided in Section 3.03(g), the Company
covenants and agrees, so long as any of the Notes remain outstanding, that it
shall not, and shall not permit any member of the Note Restricted Group to,
directly or indirectly make any loan or transfer of property to, or investment
in, any Subsidiary that is not part of the Note Restricted Group (other than (i)
the provision of goods and services to such a Subsidiary if such goods and
services are billed to such a Subsidiary on the basis of the provider's cost
therefor and (ii) advances to any Subsidiary that is not part of the Note
Restricted Group in the ordinary course of business by the Note Restricted Group
if the interest payable on such advances is generally consistent with the
Company's cost of borrowings under its credit facilities), unless, immediately
after giving effect to such loan or investment on a pro forma


                                      -50-
<PAGE>
basis, the Note Restricted Group would be able to incur an additional One Dollar
($1.00) of Indebtedness under Section 4.07, as determined for the fiscal quarter
most recently completed for which financial statements are available at the date
of such loan, transfer or investment.

              The Company's obligation to comply with this covenant will be
suspended once the Notes or the Exchange Notes are Investment Grade Rated.

              SECTION 4.09. Transactions with Stockholders and Affiliates. The
Company covenants and agrees, so long as any of the Notes remain outstanding,
that it will not, and will not permit any Subsidiary that is part of the Note
Restricted Group 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 five percent 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 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) Exempt Repurchases, (ii)
transactions between the Company and a Subsidiary or between Subsidiaries, (iii)
transactions pursuant or relating to Restricted Stock Purchase Agreements or
(iv) the payment of reasonable and customary regular fees to directors of the
Company who are not employees of the Company.

              The Company's obligation to comply with this covenant will be
suspended at any time once the Notes or the Exchange Notes are Investment Grade
Rated.

              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
(beginning with fiscal 1995) in each year 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
this Indenture (such compliance to be determined without regard to any period of
grace or requirement of notice provided under this 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


                                      -51-
<PAGE>
Subsidiary that is part of the Note Restricted Group to, create, incur or assume
any Lien on any Principal Property or any shares of Capital Stock or
Indebtedness of any such Subsidiary without making effective provision for all
of the Notes 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 and, after giving effect thereto, the aggregate amount of all
Indebtedness of the Note Restricted Group so secured does not exceed five times
Annualized Cash Flow; provided, however, that if all Liens (other than Liens
created pursuant to this Section or the comparable provisions of the indentures
relating to the other senior debt securities of the Company) on Principal
Property or on shares of Capital Stock or Indebtedness of any Subsidiary that is
part of the Note Restricted Group which secure Indebtedness of the Company or
any such Subsidiary are released, then (i) all then existing Liens created
pursuant to this Section (together with all then existing Liens created pursuant
to the comparable provisions of the indentures relating to the other senior debt
securities of the Company) 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



                                      -52-
<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
      Subsidiaries that are part of the Note Restricted Group, 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
      Subsidiaries that are part of the Note Restricted Group and (y) do not
      extend to any other Principal Property or assets of the Company or any of
      its Subsidiaries that are part of the Note Restricted Group.


                                      -53-
<PAGE>
                                  ARTICLE FIVE

                      NOTEHOLDERS LISTS AND REPORTS BY THE
                             COMPANY AND THE TRUSTEE


              SECTION 5.01. Noteholders Lists. If and so long as the Trustee
shall not be the Note 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 Notes pursuant to
Section 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 Notes (as
specified in Section 2.04 hereof), as of such record date, and (b) at such other
times as the Trustee may request in writing, within 30 days after receipt by the
Company of any such request, such information to be as of a date not more than
15 days prior to the time such information is furnished.

              SECTION 5.02. Reports by the Company. (a) The Company covenants to
file with the SEC all reports and other information required to be filed by the
Company with the SEC pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 at all times from and after the earlier of (i) the date of
the consummation of a registered exchange offer for the Notes by the Company or
other registration of the Notes (the "Registration") and (ii) the date that is
six months after the date of the original issuance of the Notes under this
Indenture. The Company covenants to file with the Trustee copies of such reports
or other information within 15 days after their being filed with the SEC.

              (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 Notes:

                      (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 LLP 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 explaining



                                      -54-
<PAGE>
              how such maximum amount was calculated and briefly describing 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 report
              explaining how such maximum amount was calculated and briefly
              describing 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 SEC.

              (c) The Company covenants to supply the information required under
Rule 144A to any holder of Notes or any prospective purchaser of Notes
designated by a holder, upon the request of such holder or prospective
purchaser, at all times prior to the Registration.

              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, 1996, 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 NOTEHOLDERS
                    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 Notes as and when the same shall


                                      -55-
<PAGE>
     become due and payable, and continuance of such default for a period of 30
     days; or

              (b) default in the payment of the principal of or premium, if any,
     on any of the Notes as and when the same shall become due and payable
     either at maturity or in connection with any prepayment, 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
     Notes or in this Indenture continued for a period of 60 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 25 percent in aggregate
     principal amount of the Notes at the time outstanding; or

              (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 $25,000,000 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 10 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 $25,000,000 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
     10 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 percent in aggregate principal amount of the
     Notes 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 Noteholders, 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


                                      -56-
<PAGE>
     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
     percent in the aggregate principal amount of the Notes at the time
     outstanding; or

              (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 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 Notes
shall have already become due and payable, either the Trustee or the holders of
not less than 25 percent in aggregate principal amount of the Notes then
outstanding hereunder, by notice (an "Acceleration Notice") in writing to the
Company (and to the Trustee if given by Noteholders), may declare the principal
of all the Notes 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 Notes 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 Notes 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 five 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
Noteholders, the Noteholders 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


                                      -57-
<PAGE>
the Noteholders) intends to give an Acceleration Notice, an Acceleration Notice
shall not become effective until five days after receipt of such notice by the
Company (and the Trustee if given by Noteholders). The provision above regarding
acceleration, however, is subject to the condition that if, at any time after
the principal of the Notes 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 Notes and the principal of and premium, if any, on any and
all Notes 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 Notes, to the date of such payment or deposit)
and the expenses of the Trustee, and any and all defaults under this Indenture,
other than the nonpayment of principal of and accrued interest on Notes 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
Notes 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 Notes, 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 Notes and the Trustee shall
continue as though no such proceeding had been taken.

              The Trustee shall give the Noteholders 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 Notes 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 Notes as and when the same shall become
due and payable, and such default shall have continued for a period of 30 days,
or (b) in case default shall be made in the payment of the principal of


                                      -58-
<PAGE>
and premium, if any, on any of the Notes as and when the same shall have become
due and payable, whether at maturity of the Notes or in connection with any
prepayment, 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 Notes,
the whole amount that then shall have become due and payable on all such Notes
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 Notes; 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.

              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
Notes and collect in the manner provided by law out of the property of the
Company or any other obligor on the Notes 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 Notes 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 Notes, or to the creditors or
property of the Company or such other obligor, the Trustee, irrespective of
whether the principal of the Notes 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
Notes, 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 Noteholders allowed in such judicial
proceedings relative to the Company or any other obligor on the Notes, its or
their creditors, or its or


                                      -59-
<PAGE>
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 Noteholders 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 Noteholders, to pay to
the Trustee any amount due it for compensation and expenses, including counsel
fees and expenses incurred by it up to the date of such distribution. To the
extent that such payment of reasonable compensation, expenses and counsel fees
and expenses 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 Notes may be entitled to receive in such proceedings,
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 Noteholder any plan of
reorganization or arrangement, affecting the Notes or the rights of any
Noteholder, or to authorize the Trustee to vote in respect of the claim of any
Noteholder in any such proceeding.

              All rights of action and of asserting claims under this Indenture,
or under any of the Notes, may be enforced by the Trustee without the possession
of any of the Notes, or the production thereof at 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
Notes.

              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 Notes, 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 Notes shall not
     have become due and be unpaid, to the payment of interest on the Notes in
     the order of the maturity of the


                                      -60-
<PAGE>
     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 Notes, such payments to be made
     ratably to the persons entitled thereto;

              Third: In case the principal of the outstanding Notes shall have
     become due, by declaration or otherwise, to the payment of the whole amount
     then owing and unpaid upon the Notes 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 Notes; and in
     case such monies shall be insufficient to pay in full the whole amounts so
     due and unpaid upon the Notes, then to the payment of 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 Note over any other Note, 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 Noteholder. No holder of any Note
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
25 percent in aggregate principal amount of the Notes 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 60 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 Note with every other taker and holder and the Trustee, that no one or
more holders of Notes 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 Notes, or to obtain or seek to
obtain priority over or preference to any other


                                      -61-
<PAGE>
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
Notes (except as otherwise provided herein). For the protection and enforcement
of this Section 6.04, each and every Noteholder 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 Note to receive payment of the principal of and premium, if any, and
interest on such Note, on or after the respective due dates expressed in such
Note, or to institute suit for the enforcement of any such payment on or after
such respective dates against the Company 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 Noteholders 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 Notes, 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 Notes 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 Noteholders may be exercised from
time to time, and as often as shall be deemed expedient, by the Trustee or by
the Noteholders.

              SECTION 6.07. Direction of Proceedings and Waiver of Defaults by
Majority Noteholders. The holders of a majority in aggregate principal amount of
the Notes at the time outstanding determined in accordance with Section 8.04
shall have the right



                                      -62-
<PAGE>
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 Notes, the holders of a
majority in aggregate principal amount of the Notes at the time outstanding may
on behalf of the holders of all of the Notes 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 Notes. Upon any such
waiver the Company, the Trustee and the holders of the Notes 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 Notes 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 person would exercise or use
under the circumstances in the conduct of his or her 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:



                                      -63-
<PAGE>
              (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

                      (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 Notes 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),



                                      -64-
<PAGE>
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, 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 of its selection 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 Noteholders, pursuant to the provisions of this
     Indenture, unless such Noteholders 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) subject to the second sentence of Section 7.01, 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


                                      -65-
<PAGE>
     Notes then outstanding, but the Trustee, in its discretion, may make such
     further inquiry or investigation into such facts or matters as it may see
     fit, and, if the Trustee shall determine to make such further inquiry or
     investigation, it shall be entitled to examine the books, records and
     premises of the Company, personally or by agent or attorney, during
     reasonable business hours; 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 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 Notes (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
Notes. The Trustee shall not be responsible for the statements relating to the
Notes in any registration statement for the Notes filed with the SEC. The
Trustee shall not be accountable for the use or application by the Company of
any Notes or the proceeds of any Notes authenticated and delivered by the
Trustee in conformity with the provisions of this Indenture.

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



                                      -66-
<PAGE>
              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, such compensation as the Company and the Trustee shall
from time to time agree upon in writing (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 each of the Trustee and any
predecessor Trustee for, and to hold it harmless against, any and all loss,
damage, claims, liability or expense, including taxes (other than taxes based on
the income, profits, capital or net worth of the Trustee or any franchise or
general doing business tax of the Trustee), arising out of or in 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 Notes 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 Notes. The obligation of the
Company under this Section 7.06 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


                                      -67-
<PAGE>
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
$10,000,000 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, at the request and expense of the Company, notice thereof to the
holders of Notes 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 60 days after the mailing of such notice of resignation to the
Noteholders, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor trustee, or any Noteholder who
has been a bona fide holder of a Note or Notes 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 Noteholder who has been a bona fide
     holder of a Note or Notes 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


                                      -68-
<PAGE>
     after written request therefor by the Company or by any such
     Noteholder, 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 Noteholder who has been a bona
fide holder of a Note or Notes for at least six months may, on behalf of himself
or herself 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 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
Notes 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 10 days after such nomination the Company objects thereto, in which case
the Trustee so removed or any Noteholder, 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


                                      -69-
<PAGE>
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 Notes at their addresses as they shall
appear on the registry books of the Company. If the Company fails to mail such
notice within 10 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.

              No successor trustee shall accept appointment as provided in this
Section 7.10 unless at the time of such acceptance such successor trustee shall
be qualified under the provisions of Section 7.12 and eligible under the
provisions of Section 7.08.

              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 Notes 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 Notes
so authenticated; and, in case at that time any of the Notes shall not have been
authenticated, any successor to the Trustee may authenticate such Notes 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 Notes 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 to authenticate
Notes in the name of any


                                      -70-
<PAGE>
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.

                                  ARTICLE EIGHT

                           CONCERNING THE NOTEHOLDERS


              SECTION 8.01. Action by Noteholders. Whenever in this Indenture it
is provided that the holders of a specified percentage in aggregate principal
amount of the Notes 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 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 Noteholders in person
or by agent or proxy appointed in writing, or (b) by the record of the holders
of Notes voting in favor thereof at any meeting of Noteholders 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
Noteholders.

              SECTION 8.02. Proof of Execution by Noteholders; Record Date.
Subject to the provisions of Sections 7.01, 7.02 and 9.05, proof of the
execution of any instrument by a Noteholder or his or her 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 Notes shall be proved by the registry of such
Notes or by a certificate of the Note registrar. The Company may set a record
date for purposes of determining the identity of holders of Notes 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 Notes of record on such record date shall be
entitled to so vote or give such consent or to withdraw such vote or consent.


                                      -71-
<PAGE>
              The record of any Noteholders' 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 Note registrar may deem the person in whose
name such Note shall be registered upon the books of the Company to be, and may
treat him or her as, the absolute owner of such Note (whether or not such Note
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 Note; and neither the Company nor
the Trustee nor any paying agent nor any Note 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 or her 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 Note.

              SECTION 8.04. Company-Owned Notes Disregarded. In determining
whether the holders of the requisite aggregate principal amount of Notes have
concurred in any direction, consent, waiver or other action under this
Indenture, Notes which are owned by the Company or any other obligor on the
Notes 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 Notes 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 Notes which the Trustee knows are so owned shall be so
disregarded. Notes 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 Notes 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 Notes specified in this Indenture in
connection with such action, any holder of a Note which is shown by the evidence
to be included in the Notes 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


                                      -72-
<PAGE>
concerns such Note. Except as aforesaid, any such action taken by the holder of
any Note shall be conclusive and binding upon such holder and upon all future
holders and owners of such Note, irrespective of whether any notation in regard
thereto is made upon such Note or any Note issued in exchange or substitution
therefor.

                                  ARTICLE NINE

                              NOTEHOLDERS' MEETINGS


              SECTION 9.01. Purposes of Meetings. A meeting of Noteholders 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:

              (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 Noteholders 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
     Notes 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 Noteholders 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 Noteholders, 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 Notes at their addresses as they shall appear on the registry
books of the Company. Such notice shall be mailed not less than 20 nor more than
90 days prior to the date fixed for the meeting.

              Any meeting of Noteholders shall be valid without notice if the
holders of all Notes then outstanding are present in person or by proxy or if
notice is waived before or after the meeting by the holders of all Notes
outstanding, and if the


                                      -73-
<PAGE>
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 Noteholders. In case
at any time the Company, pursuant to a resolution of its Board of Directors, or
the holders of at least 10 percent in aggregate principal amount of the Notes
then outstanding, shall have requested the Trustee to call a meeting of
Noteholders, 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 20 days after receipt of such request, then the
Company or such Noteholders may determine the time and the place in said Borough
of Manhattan for such meeting and may call 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 Noteholders a person shall (a) be a holder of one or more Notes
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 Notes. The only persons who shall be entitled to be present or to
speak at any meeting of Noteholders 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 Noteholders, in regard to proof of the holding of
Notes 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 Noteholders as provided in Section 9.03, in which case the
Company or the Noteholders 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 Notes represented at the meeting and entitled to vote
at the meeting.

              Subject to the provisions of Section 8.04, at any meeting each
Noteholder or proxy shall be entitled to one vote for each


                                      -74-
<PAGE>
$50,000 principal amount of Notes held or represented by him or her; provided,
however, that no vote shall be cast or counted at any meeting in respect of any
Note 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 Notes held by him or her or instruments in writing as
aforesaid duly designating him or her as the person to vote on behalf of other
Noteholders. Any meeting of Noteholders 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.

              SECTION 9.06. Voting. The vote upon any resolution submitted to
any meeting of Noteholders shall be by written ballot on which shall be
subscribed the signatures of the holders of Notes or of their representatives by
proxy and the principal amount of the Notes 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 Noteholders 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
Notes 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 Noteholders 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 Noteholders under any of the provisions of this Indenture or of the Notes.


                                      -75-
<PAGE>
                                   ARTICLE TEN

                             SUPPLEMENTAL INDENTURES


              SECTION 10.01. Supplemental Indentures without Consent of
Noteholders. 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 Notes, 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 Notes in
     coupon form (including Notes registrable as to principal only) and to
     provide for exchangeability of such Notes with the Notes 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 Notes 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 further appropriate
agreements and stipulations which may be therein contained and to accept the
conveyance, transfer and


                                      -76-
<PAGE>
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 Notes at the time outstanding, notwithstanding any
of the provisions of Section 10.02.

              SECTION 10.02. Supplemental Indentures with Consent of
Noteholders. With the consent (evidenced as provided in Section 8.01) of the
holders of a majority in aggregate principal amount of the Notes 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 Notes; provided, however, that no such
supplemental indenture shall (i) extend the fixed maturity of any Note, 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 Notes without the consent of the holder of each
Note so affected, or (ii) reduce the aforesaid percentage of Notes, the holders
of which are required to consent to any such supplemental indenture, without the
consent of the holders of all Notes 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 Noteholders 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 Noteholders under
this Section 10.02 to approve the particular form of any proposed supplemental
indenture, but it shall be sufficient if such consent shall approve the
substance thereof.


                                      -77-
<PAGE>
              After an amendment under this Section 10.02 becomes effective, the
Company, or at its request, the Trustee in the name and at the expense of the
Company, shall mail to each Noteholder a notice briefly describing the
amendment.

              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 Notes 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 Notes. Notes 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 Notes 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 Notes then outstanding, upon surrender of such Notes 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.


                                      -78-
<PAGE>
                                 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 Notes shall prevent any consolidation or merger of the Company
with or into any other corporation or corporations (whether or not affiliated
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 (i) either (A) the Company is
the surviving corporation, or (B) the resulting, surviving or transferee
corporation is organized under the laws of a state of the United States or the
District of Columbia and agrees to pay promptly when due the principal of and
premium, if any, and interest on the Notes, and to assume, perform and observe
all the covenants and conditions of this Indenture to be performed by the
Company, and (ii) immediately after the giving effect to such transaction, no
Event of Default has occurred.

              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 Notes 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 Notes 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 deliver any Notes which previously shall have been signed and
delivered by the officers of the Company to the Trustee for authentication, and
any Notes which such successor corporation thereafter shall cause to be signed
and delivered to the Trustee for that purpose. All the Notes so issued shall in
all respects have the same legal rank and benefit under this Indenture as the
Notes theretofore or thereafter issued in accordance with the terms of this
Indenture as though all of such Notes had been issued at the date of the
execution


                                      -79-
<PAGE>
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 Notes
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 Notes 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 Notes theretofore authenticated
(other than any Notes which shall have been destroyed, lost or stolen and in
lieu of or in substitution for which other Notes shall have been authenticated
and delivered) and not theretofore canceled, or (b) all the Notes not
theretofore canceled 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 all of the Notes (other than any Notes which shall
have been mutilated, destroyed, lost or stolen and in lieu of or in substitution
for which other Notes shall have been authenticated and delivered) not
theretofore canceled 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, and if in either case 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 Notes, (ii) rights hereunder of holders
to receive payments of principal of, and premium, if any, and interest on, the
Notes and the other rights, duties and obligations of Noteholders, as
beneficiaries hereof with respect to the amounts, if any, so deposited with the
Trustee and


                                      -80-
<PAGE>
(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 Notes.

              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 Notes 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 Notes (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 Notes and not applied but remaining unclaimed by the holders of
Notes for two years after the date upon which the principal of, premium, if any,
or interest on such Notes, as the case may be, shall have become due and
payable, shall be repaid to the Company by the Trustee on written demand and all
liability of the Trustee shall thereupon cease with respect to such monies; and
the holder of any of the Notes 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 Notes. (a) If the
Company shall provide for the payment of the aggregate outstanding principal
amount of and premium (if any) on the Notes and each installment of interest due
and to become due, as the same shall become due on the Notes (calculated as
provided below), in each case to the date of maturity of the Notes through


                                      -81-
<PAGE>
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 Noteholders, funds in an amount sufficient to pay (A) such principal
     amount of and premium (if any) on the Notes in full on the date of maturity
     of the Notes and (B) the interest on such aggregate principal amount to the
     date of maturity of the Notes, taking into account all intervening interest
     payment dates, for the period from the date through which interest on the
     Notes has been paid to the date of maturity of the Notes; 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 Notes
     and such intervening interest payment dates; or

         (ii) by depositing with the Trustee, in trust for the sole benefit of
     the Noteholders, 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 Notes 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 Notes (A) does not contravene applicable law and
is in accordance with the provisions of this Indenture, (B) describing either a
private ruling concerning the Notes or a published ruling of the Internal
Revenue Service to the effect that Noteholders, or persons in the position of
Noteholders, will not recognize income, gain or loss for federal income tax
purposes as a result of such deposit, defeasance and discharge and will be
subject to federal income tax on the same amount and in the same manner and at
the same times as would have been the case if such deposit, defeasance and
discharge had not occurred and (C) does not require that the Company, the trust
or


                                      -82-
<PAGE>
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 Notes 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 Notes, (ii) rights hereunder of holders regarding replacement of
stolen, lost or mutilated Notes, (iii) the obligation of the Company to maintain
an office or agency as provided in Section 4.02, (iv) rights hereunder of
Noteholders to receive payments of principal of and premium, if any, and
interest on the Notes and the other rights, duties and obligations of
Noteholders, 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 Notes.

                                ARTICLE FOURTEEN

                    IMMUNITY OF INCORPORATORS, STOCKHOLDERS,
                        OFFICERS, DIRECTORS AND EMPLOYEES


              SECTION 14.01. Indenture and Notes Solely Corporate Obligations.
No recourse for the payment of the principal of or premium, if any, or interest
on any Note, 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 any Note, or because
of the creation of any indebtedness represented thereby, shall be had against
any incorporator, stockholder, officer, director, employee or controlling person
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


                                      -83-
<PAGE>
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 Notes.

                                 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 Notes 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 Noteholder 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, 77 Water
Street, New York, New York 10005, Attention: Corporate Trust Department.

              SECTION 15.04. Governing Law. This Indenture and each Note 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, without regard to conflicts of laws principles thereof.

              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


                                      -84-
<PAGE>
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 or she has made
such examination or investigation as is necessary to enable him or her 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 Notes or the
date fixed for prepayment of any Note 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 Notes 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 prepayment 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 Notes, expressed or implied, shall be construed to
constitute a security interest under the Uniform Commercial Code or similar
legislation, as now or hereafter 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 Notes, express or implied, shall give to any person, other than the
parties hereto, any paying agent, any Note registrar and their successors
hereunder and the holders of


                                      -85-
<PAGE>
Notes, 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.

              Bank of Montreal Trust Company hereby accepts the trusts in this
Indenture declared and provided, upon the terms and conditions hereinabove set
forth.


                                      -86-
<PAGE>
              IN WITNESS WHEREOF, Continental Cablevision, Inc. has caused this
Indenture to be signed and acknowledged by its 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 Bank of Montreal Trust Company has
caused this Indenture to be signed and acknowledged by one of its Vice
Presidents, and has caused its corporate seal to be affixed hereunto and the
same to be attested by an Assistant Vice President thereof, as of the day and
year first written above.

                                          CONTINENTAL CABLEVISION, INC.


                                          By
                                             -----------------------------------
                                          Name:  P. Eric Krauss
                                          Title: Vice President and Treasurer




[Seal]

Attest:


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


                                          BANK OF MONTREAL TRUST COMPANY


                                          By
                                             -----------------------------------
                                          Name:  Mark F. McLaughlin
                                          Title: Vice President

[Seal]

Attest:


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


                                      -87-
<PAGE>
COMMONWEALTH OF MASSACHUSETTS                )
                                             ) ss.:
COUNTY OF SUFFOLK                            )



              On the th day of December, 1995, before me personally came P. Eric
Krauss, to me known, who, being by me duly sworn, did depose and say that he
resides at 1666 Commonwealth Avenue, Brighton, Massachusetts; that he is the
Vice President and Treasurer, of Continental Cablevision, Inc., one of the
corporations described in and which executed the above instrument; that he 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 he signed his name thereto by like
authority.



                                         ---------------------------------------
                                                      Notary Public

                                         My Commission Expires

[NOTARIAL SEAL]


                                      -88-
<PAGE>
STATE OF NEW YORK              )
                               ) ss.:
COUNTY OF NEW YORK             )



              On the 11th day of December, 1995, before me personally came Mark
F. McLaughlin, to me known, who, being by me duly sworn, did depose and say that
he resides at 44 Norwood Avenue, Allenhurst, New Jersey; that he is a Vice
President of Bank of Montreal Trust Company, 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.


                                         ---------------------------------------
                                                      Notary Public

                                         My Commission Expires

[NOTARIAL SEAL]


                                      -89-
<PAGE>
                                                                       EXHIBIT A


                               Form of Certificate

                                                              -------------, ---

Bank of Montreal Trust Company
77 Water Street
New York, New York  10005
Attention:  Corporate Trust Department

Continental Cablevision, Inc.
The Pilot House
Lewis Wharf
Boston, Massachusetts  02110
Attention:  Corporate Secretary

              Re:     Continental Cablevision, Inc. (the "Company")
                      8.30% Senior Notes Due 2006 (the "Notes")


Dear Sirs:

              This letter relates to U.S. $_____________ principal amount of
Notes represented by a Note (the "Legended Note") which bears a legend outlining
restrictions upon transfer of such Legended Note. Pursuant to Section 2.02 of
the Indenture (the "Indenture") dated as of December 13, 1995 relating to the
Notes, we hereby certify that we are (or we will hold such securities on behalf
of) a person outside the United States to whom the Notes could be transferred in
accordance with Rule 904 of Regulation S promulgated under the U.S. Securities
Act of 1933, as amended. Accordingly, you are hereby requested to exchange the
Legended Note for an unlegended Note representing an identical principal amount
of Notes, all in the manner provided for in the Indenture.

              You and the Company are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any interested
party in any administrative or legal proceedings or official inquiry with
respect to the matters covered hereby. Terms used in this certificate have the
meanings set forth in Regulation S.

                                                 Very truly yours,

                                                 [Name of Noteholder]


                                                 By:___________________________
                                                    Authorized Signature




                                       A-1
<PAGE>
                                                                       EXHIBIT B



                            Form of Certificate to Be
                          Delivered in Connection with

                    Transfers to Non-QIB Accredited Investors

                                                              -------------, ---

Bank of Montreal Trust Company
77 Water Street
New York, New York  10005
Attention:  Corporate Trust Department

Continental Cablevision, Inc.
The Pilot House
Lewis Wharf
Boston, Massachusetts  02110
Attention:  Corporate Secretary

              Re:     Continental Cablevision, Inc. (the "Company")
                      8.30% Senior Notes Due 2006 (the "Notes")


Dear Sirs:

              In connection with our proposed purchase of $____________
aggregate principal amount of the Notes, we confirm that:

              1. We understand that any subsequent transfer of the Notes is
     subject to certain restrictions and conditions set forth in the Indenture
     dated as of December 13, 1995 relating to the Notes (the "Indenture") and
     the undersigned agrees to be bound by, and not to resell, pledge or
     otherwise transfer the Notes except in compliance with, such restrictions
     and conditions and the Securities Act of 1933, as amended (the "Securities
     Act").

              2. We understand that the offer and sale of the Notes have not
     been registered under the Securities Act, and that the Notes may not be
     offered or sold except as permitted in the following sentence. We agree, on
     our own behalf and on behalf of any accounts for which we are acting as
     hereinafter stated, that if we should sell any Notes, we will do so only
     (A) to the Company or any subsidiary thereof, (B) in accordance with Rule
     144A under the Securities Act to a "qualified institutional buyer" (as
     defined therein), (C) to an institutional "accredited investor" (as defined
     below) that, prior to such transfer, furnishes (or has furnished on


                                       B-1
<PAGE>
     its behalf by a U.S. broker-dealer) to you and to the Company a signed
     letter substantially in the form of this letter, (D) outside the United
     States in accordance with Rule 904 of Regulation S under the Securities
     Act, (E) pursuant to the exemption from registration provided by Rule 144
     under the Securities Act, or (F) pursuant to an effective registration
     statement under the Securities Act, and we further agree to provide to any
     person purchasing any of the Notes from us a notice advising such purchaser
     that resales of the Notes are restricted as stated herein.

              3. We understand that, on any proposed resale of any Notes, we
     will be required to furnish to you and the Company such certifications,
     legal opinions and other information as you and the Company may reasonably
     require to confirm that the proposed sale complies with the foregoing
     restrictions. We further understand that the Notes purchased by us will
     bear a legend to the foregoing effect.

              4. We are an institutional "accredited investor" (as defined in
     Rule 501(a)(1),(2),(3) or (7) of Regulation D under the Securities Act) and
     have such knowledge and experience in financial and business matters as to
     be capable of evaluating the merits and risks of our investment in the
     Notes, and we and any accounts for which we are acting are each able to
     bear the economic risk of our or its investment.

              5. We are acquiring the Notes purchased by us for our own account
     or for one or more accounts (each of which is an institutional "accredited
     investor") as to each of which we exercise sole investment discretion.

              You and the Company are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any interested
party in any administrative or legal proceedings or official inquiry with
respect to the matters covered hereby.

                                                 Very truly yours,

                                                 [Name of Transferee]


                                                 By:___________________________
                                                    Authorized Signature






                                       B-2
<PAGE>
                                                                       EXHIBIT C



                       Form of Certificate to Be Delivered
                          in Connection with Transfers
                            Pursuant to Regulation S

                                                              -------------, ---

Bank of Montreal Trust Company
77 Water Street
New York, New York  10005
Attention:  Corporate Trust Department

Continental Cablevision, Inc.
The Pilot House
Lewis Wharf
Boston, Massachusetts  02110
Attention:  Corporate Secretary

              Re:     Continental Cablevision, Inc. (the "Company")
                      8.30% Senior Notes Due 2006 (the "Notes")


Dear Sirs:

              In connection with our proposed sale of $_____________ aggregate
principal amount of the Notes, we confirm that such sale has been effected
pursuant to and in accordance with Regulation S under the Securities Act of
1933, as amended, and, accordingly, we represent that:

              (1)  the offer of the Notes was not made to a person in
     the United States;

              (2) at the time the buy order was originated, the transferee was
     outside the United States or we and any person acting on our behalf
     reasonably believed that the transferee was outside the United States;

              (3) no directed selling efforts have been made by us in the United
     States in contravention of the requirements of Rule 903(b) or Rule 904(b)
     of Regulation S, as applicable; and

              (4)  the transaction is not part of a plan or scheme to
     evade the registration requirements of the U.S. Securities Act
     of 1933.





                                       C-1
<PAGE>
You and the Company are entitled to rely upon this letter and are irrevocably
authorized to produce this letter or a copy hereof to any interested party in
any administrative or legal proceedings or official inquiry with respect to the
matters covered hereby. Terms used in this certificate have the meanings set
forth in Regulation S.

                                                 Very truly yours,

                                                 [Name of Transferor]


                                                 By:___________________________
                                                    Authorized Signature






                                       C-2