GENERAL DATACOMM INDUSTRIES, INC.

                                       and

                                  HSBC BANK USA

                                    Indenture


                         Dated as of September 15, 2003

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


             10% Adjustable Senior Subordinated Debentures due 2008






<PAGE>

                        GENERAL DATACOMM INDUSTRIES, INC.
                        Cross-Reference Sheet Required by
                                Regu1ation S-K.
                   Item 601, Exhibits, Instruction 3(b)(4)(iv)

Trust Indenture                                        Section
  Act Section                                         Indenture
  ------------------------------------------------------------
310(a)(1)..................................          5.03; 8.09
    (a)(2)..................................         8.09
    (a)(3)..................................         Not App1icab1e
    (a)(4)..................................         Not App1icab1e
    (b).....................................         8.08; 8.10
311(a).....................................          8.15(a)
    (b).....................................         8.15(b)
312(a).....................................          6.01; 6.02(a)
    (b).....................................         6.02(b)
    (c).....................................         6.02(c)
313(a).....................................          6.04(a)
    (b).....................................         6.04(b)
    (c).....................................         6.04(c)
    (d).....................................         6.04(d)
314(a).....................................          6.01; 5.03
    (b).....................................         Not App1icab1e
    (c)(1)..................................         16.06
    (c)(2)..................................         16.06
    (c)(3)..................................         Not App1icab1e
    (d).....................................         Not App1icab1e
    (e).....................................         16.06
315(a).....................................          8.01
    (b).....................................         7.07
    (c).....................................         8.01
    (d).....................................         8.01
    (d)(1)..................................         8.01(a)
    (d)(2)..................................         8.01(b)
    (d)(3)..................................         8.01(c)
    (e).....................................         7.08
316(a).....................................          7.06
    (a)(1)(A)...............................         7.06
    (a)(1)(B)...............................         7.06
    (a)(2)..................................         Not App1icab1e
    (b).....................................         7.04
317(a)(1)..................................          7.02
    (a)(2)..................................         7.02
    (b).....................................         5.04
318(a).....................................         16.08

                                TABLE OF CONTENTS


                                   ARTICLE One
                                   DEFINITIONS

SECTION 1.01. Definitions...............................................2
              -----------

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

SECTION 2.01. Amount, Authentication and Delivery of Debentures.........5

SECTION 2.02. Form of Debentures and Trustee's Certificate..............5

SECTION 2.03. Date of Debentures and Denominations......................5

SECTION 2.04. Execution and Authentication of Debentures and
              Use of Temporary Debentures...............................6

SECTION 2.05. Exchange, Registration and Transfer of Debentures.........7

SECTION 2.06. When Company Not Required To Make Transfers or Exchanges..7

SECTION 2.07. Mutilated, Destroyed, Lost or Stolen Debentures...........8

SECTION 2.08. Cancellation of Surrendered Debentures....................8

SECTION 2.09. Debentureholders and Senior Indebtedness..................9

SECTION 2.10. Persons Deemed Owners.....................................9


                                  ARTICLE THREE
                            REDEMPTION OF DEBENTURES

SECTION 3.01. Debentures Redeemable.....................................9

SECTION 3.02. Notice of Redemption......................................9

SECTION 3.03. Debentures Called for Redemption Due and Payable.........10

SECTION 3.04. Deposit of Redemption Moneys.............................10

SECTION 3.05. Redemption in Part.......................................11


                                  ARTICLE Four
                                    SECURITY

SECTION 4.01. Security for Payment of Debentures.......................11

SECTION 4.02. Right to Elect Director(s)...............................11


                                  ARTICLE Five
                       PARTICULAR COVENANTS OF THE COMPANY

SECTION 5.01. Payment of Principal of and Interest on Debentures.......12

                                       ii
<PAGE>

SECTION 5.02. Maintenance of Offices or Agencies.......................12

SECTION 5.03. Appointment to Fill Vacancy in Office of Trustee.........12

SECTION 5.04. Appointment of Paying Agent Other Than Trustee...........12

SECTION 5.05. Annual Report to Trustee.................................13

SECTION 5.06. Covenant Regarding Authorization.........................13

SECTION 5.07. Payment of Taxes and Other Claims........................13

SECTION 5.08. Covenant as to Indebtedness..............................14


                                   ARTICLE Six
       DEBENTUREHOLDERS' LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE

SECTION 6.01. Covenant to Furnish Information.........................14

SECTION 6.02. Preservation of Information; Communications to
              Debentureholders........................................14

SECTION 6.03. Reports by Company......................................16

SECTION 6.04. Reports by Trustee......................................16


                                  ARTICLE Seven
        REMEDIES OF THE TRUSTEE AND DEBENTUREHOLDERS ON EVENT OF DEFAULT

SECTION 7.01. Events of Default Defined; Acceleration of Maturity.....18

SECTION 7.02. Rescission and Annulment................................20

SECTION 7.03. Collection of Indebtedness and Suits for
              Enforcement by Trustee..................................20

SECTION 7.04. Trustee May File Proofs of Claims.......................20

SECTION 7.05. Application of Moneys Collected by Trustee..............21

SECTION 7.06. Limitation on Suits by Holders of Debentures............22

SECTION 7.07. Delay or Omission in Exercise of Rights Not
              Waiver of Default.......................................22

SECTION 7.08. Right of Holders of Majority in Principal Amount
              of Debentures to Direct Trustee and Waive Defaults......23

SECTION 7.09. Trustee to Give Notice of Defaults Known to It,
              but May Withhold in Certain Circumstances...............23

SECTION 7.10. Requirement of Undertaking to Pay Costs in Certain
              Suits Under Indenture or Against Trustee................24

SECTION 7.11. Unconditional Right of Holders to Receive
              Principal and Interest..................................24

SECTION 7.12. Restoration of Rights and Remedies......................24

SECTION 7.13. Rights and Remedies Cumulative..........................24

SECTION 7.14. Waiver of Usury, Stay or Extension Laws.................24

                                       iii

<PAGE>

                                  ARTICLE Eight
                             CONCERNING THE TRUSTEE

SECTION 8.01. Duty of  Trustee Prior to and After Event of Default...25

SECTION 8.02. Certain Rights of Trustee..............................26

SECTION 8.03. Trustee Not Liable for Recitals or
              Issuance of Debentures.................................27

SECTION 8.04. Trustee or Others May Hold Debentures..................27

SECTION 8.05. Moneys Held in Trust...................................27

SECTION 8.06. Compensation, Reimbursement and Indemnity..............28

SECTION 8.07. Right of Trustee to Rely on  Officers' Certificates....28

SECTION 8.08. Conflicting Interests..................................28

SECTION 8.09. Notice of Default......................................29

SECTION 8.10. Requirements for Eligibility of Trustee................29

SECTION 8.11. Resignation and Removal of Trustee; Appointment
              of Successor...........................................29

SECTION 8.12. Acceptance by Successor to Trustee.....................30

SECTION 8.13. Successor to Trustee by Merger or Consolidation
              or Succession to Business..............................31

SECTION 8.14. Authenticating Agents..................................31

SECTION 8.15. Preferential Collection of Claims Against Company......32


                                  ARTICLE Nine
                         CONCERNING THE DEBENTUREHOLDERS

SECTION 9.01. Evidence of Action Taken by Debentureholders...........36

SECTION 9.02. Proof of Execution of Instruments and of
              Holding of Debentures..................................36

SECTION 9.03. Registered Holders of Debentures May
              be Treated as Owners...................................37

SECTION 9.04. Debentures Owned by Company Deemed Not Outstanding.....37

SECTION 9.05. Action by Debentureholders Binds Future Holder.........37


                                   ARTICLE Ten
                           ACTION BY DEBENTUREHOLDERS

SECTION 10.01. Purposes For Which Meetings May Be Called.............38

SECTION 10.02. Manner of Calling Meetings............................38

SECTION 10.03. Call of Meetings by Company or Certain Holders........38

SECTION 10.04. Persons Entitled to Vote At a Meeting.................39

SECTION 10.05. Quorum; Action........................................39

SECTION 10.06. Determination of Voting Rights; Conduct
               and Adjournment of Meeting............................39

                                       iv
<PAGE>

SECTION 10.07. Counting Votes and Recording Action of Meetings.......40

SECTION 10.08. Acts of Debentureholders in Writing...................40

SECTION 10.09. Direction of Trustee Relative to
               Appointment of Directors..............................41

SECTION 10.10. No Delay..............................................41


                                 ARTICLE Eleven
                             SUPPLEMENTAL INDENTURES

SECTION 11.01. Supplemental Indentures Authorized By Directors.......41

SECTION 11.02. Supplemental Indentures with Consent of
               Debentureholders......................................42

SECTION 11.03. Effect of Supplemental Indentures.....................43

SECTION 11.04. Notation on Debentures in Respect of
               Supplemental Indentures...............................44

SECTION 11.05. Trustee May Receive Opinion of Counsel................44


                                 ARTICLE Twelve
                         CONSOLIDATION, MERGER AND SALE

SECTION 12.01. Company May Consolidate...............................44

SECTION 12.02. Successor Corporation to be Substituted...............45

SECTION 12.03. Opinion of Counsel as Evidence........................45


                                ARTICLE Thirteen
                           SUBORDINATION OF DEBENTURES

SECTION 13.01. Agreement to Subordinate; Senior Subordination........45

SECTION 13.02. Distribution on Dissolution or Reorganization.........46

SECTION 13.03. Payments Permitted; Knowledge of Trustee..............48

SECTION 13.04. Debentureholders Authorize Trustee to Subordinate.....49

SECTION 13.05. Trustee May Hold Senior Indebtedness..................49


                                ARTICLE Fourteen
            SATISFACTION AND DISCHARGE OF INDENTURE;DEPOSITED MONEYS

SECTION 14.01. Satisfaction and Discharge of Indenture...............50

SECTION 14.02. Application by Trustee of Funds Deposited
               For Payment of Debentures.............................50

SECTION 14.03. Payment of Moneys Held by Paying Agent................51

SECTION 14.04. Return of Unclaimed Money.............................51

                                        v


                                 ARTICLE Fifteen
   IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND TRUSTEES OR DIRECTORS

SECTION 15.01. Personal Immunity From Liability of
               Incorporators, StockholderS and Others................51

                                 ARTICLE Sixteen
                            MISCELLANEOUS PROVISIONS

SECTION 16.01. Successors............................................51

SECTION 16.02. Acts by Successor Valid...............................52

SECTION 16.03. Surrender of Powers by Company........................52

SECTION 16.04. Notices and Demands on Company and Trustee............52

SECTION 16.05. Laws of New York to Govern............................52

SECTION 16.06. Officer's Certificates and Opinions of Counsel;
               Statements to be Contained Therein....................52

SECTION 16.07. Payments on Non-Business Days.........................53

SECTION 16.08. Provisions Required by Trust
               Indenture Act of 1939 to Control......................53

SECTION 16.09. Effect of Invalidity of Provisions....................53

SECTION 16.10. Indenture May Be Executed in Counterparts;
               Trustee Accepts Trusts................................53

<PAGE>

                                 TRUST INDENTURE

                  INDENTURE,  dated as of the 15th day of September, in the year
2003,  between GENERAL DATACOMM  INDUSTRIES,  INC., a corporation duly organized
and existing  under and by virtue of the laws of the State of  Delaware,  having
its principal office at 6 Rubber Avenue, Naugatuck, CT 06762-1299,  (hereinafter
called the  "Company"),  party of the first part,  and HSBC BANK USA, a New York
banking  corporation,  as Trustee  hereunder  having its principal office at 452
Fifth Avenue, New York, NY 10018  (hereinafter  sometimes called the "Trustee"),
party of the second part.

            WHEREAS, pursuant to a Plan of Reorganization (the "Plan") approved
and confirmed by the United States Bankruptcy Court for the District of Delaware
(the  "Bankruptcy  Court"),  the Company is empowered to issue debentures to its
general  unsecured  creditors  in  satisfaction  of any  claims  such  unsecured
creditors may have against the Company in its capacity as a debtor and debtor in
possession in that certain  bankruptcy  action captioned In Re: General Datacomm
Industries, Inc., et al. (Case No. 01-11101 (PJW))(the "Bankruptcy Case");

            WHEREAS,  for its lawful corporate purpose and in furtherance of the
Plan,  the Company has duly  authorized  an issue of debentures  designated  10%
Adjustable Senior Subordinated  Debentures due 2008 (hereinafter  referred to as
the "Debentures"),  in an aggregate principal amount not to exceed the amount of
the  Unsecured  Creditors'  Claims,  to be  issued  under  and  pursuant  to the
provisions  hereof,  and to provide therefor the Company has duly authorized the
execution and delivery of this Indenture;

            WHEREAS,  the Debentures to be issued pursuant to this Indenture are
being issued  pursuant to the Plan and pursuant to ss. 1145(a) of the Bankruptcy
Code are not subject to Section 5 of the Securities Act of 1933 and any state or
local registration requirements; and

            WHEREAS, all acts and things necessary to make the Debentures,  when
executed  and  delivered  by the  Company and  authenticated  by the Trustee and
delivered  as  in  this  Indenture  provided,   the  valid,  binding  and  legal
obligations of the Company,  and to constitute  these presents a valid indenture
and agreement,  have been done and performed,  and the execution and delivery of
this Indenture and the issue  hereunder of the  Debentures  have in all respects
been duly  authorized,  and the Company,  in the exercise of the legal right and
power in it vested,  executes and delivers this  Indenture and proposes to make,
execute, issue and deliver the Debentures,

            NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

<PAGE>


                                   ARTICLE One

                                   DEFINITIONS

SECTION 1.01. Definitions.  The terms defined in this Section 1.01 (except as in
this  Indenture  otherwise  expressly  provided or unless the context  otherwise
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  that are defined in the Trust  Indenture Act
of l939 or that are by  reference in such act defined in the  Securities  Act of
l933, as amended (except as herein  otherwise  expressly  provided or unless the
context otherwise  requires),  shall have the meanings assigned to such terms in
said Trust  Indenture Act and in said  Securities Act as in force at the date of
the execution of this Indenture.

            "Board  of  Directors"  shall  mean the  board of  directors  of the
Company.

            "Business Day" shall mean any Monday, Tuesday,  Wednesday,  Thursday
or Friday  that is not a day on which  banking  institutions  in The City of New
York are authorized by law, or required by executive order, to close.

            "Company" shall mean General DataComm Industries, Inc. and,
subject to the provisions of Article  Twelve,  shall also include its successors
and assigns.

            "Corporate Trust Office of the Trustee",  or any similar term, shall
mean the  principal  office of the Trustee at which at any  particular  time its
corporate trust business shall be administered,  which office is, at the date of
the  execution of this  Indenture,  located at 452 Fifth  Avenue,  New York,  NY
10018.

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

            "Debenture Registrar" shall be as defined in Section 2.05.

            "Debentureholder",  "holder  of  Debentures",  "holders",  or  other
similar terms, shall mean the registered holder of any Debenture.

            "Effective Date" shall mean September 15, 2003.

            "Event of Default"  shall mean any event  specified  in Section 7.0l
continued for the period of time, if any, therein designated.

            "Indenture" shall mean this instrument as originally  executed,  or,
if amended or supplemented, as so amended or supplemented.

            "Interest  Payment  Date" shall mean the first day of each  calendar
month from and after satisfaction of the Obligations by the Company.

                                        2
<PAGE>

            "Naugatuck  Property"  shall  mean  that  certain  real  estate of a
Company  Subsidiary  situated in Naugatuck,  Connecticut and commonly known as 6
Rubber Avenue, Naugatuck, Connecticut 06770.

            "Obligations"  shall mean all indebtedness and other  liabilities of
the Company and its Subsidiaries under the Senior Loan Agreement.

            "Officers'  Certificate"  shall  mean a  certificate  signed  by the
Chairman of the Board, the President or a Vice President and by the Treasurer or
an  Assistant  Treasurer  or the  Secretary  or an  Assistant  Secretary  of the
Company.  Each such  certificate  shall include the  statements  provided for in
Section l6.06.

            "Opinion  of  Counsel"  shall mean an  opinion in writing  signed by
legal  counsel  who  shall be  satisfactory  to the  Trustee,  and who may be an
employee  of or counsel to the  Company.  Each such  opinion  shall  include the
statements provided for in Section l6.06.

            "Outstanding",  when  used  with  reference  to  Debentures,  shall,
subject to the provisions of Section 9.04,  mean, as of any particular time, all
Debentures  authenticated  and  delivered by the Trustee  under this  Indenture,
except

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

(b) Debentures or portions thereof for the payment or redemption of which moneys
in the  necessary  amount  shall have been  deposited in trust with the Trustee,
provided  that if such  Debentures  or portions are to be redeemed  prior to the
maturity thereof,  notice of such redemption shall have been given as in Article
Three  provided,  or provision  satisfactory to the Trustee shall have been made
for giving such notice; and

(c) Debentures in lieu of or in substitution  for which other  Debentures  shall
have been authenticated and delivered pursuant to the terms of Section 2.07.

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

            "Plan"  shall have the  meaning  set forth in the  recitals  to this
Indenture.

            "Responsible  Officer"  when used with respect to the Trustee  shall
mean the chairman of the board of directors,  the president, any vice president,
the secretary,  the treasurer,  any trust  officer,  the cashier,  any second or
assistant vice president,  any assistant trust officer, any assistant secretary,
any  assistant  treasurer,  any  assistant  cashier,  or any  other  officer  or
assistant  officer of the  Corporate  Trust Office of the Trustee  having direct
responsibility for the administration of this indenture  customarily  performing
functions similar to those performed by the persons who at the time shall be
                                        3

<PAGE>

such officers,  respectively,  or to whom any corporate trust matter is referred
because of his knowledge of and familiarity with the particular subject.

            "Senior  Indebtedness" shall mean the principal of, premium, if any,
and interest on: (a) the Obligations;  (b) any Senior Indebtedness  permitted by
Section 5.08(i),  (ii) and (iii); and (c) any deferrals,  amendments,  renewals,
extensions,  modifications,  replacements,  refinancings  and  refundings of any
indebtedness or obligations of the types referred to above;  provided,  however,
that  Senior  Indebtedness  shall  not  include  (i) the  Debentures;  (ii)  any
indebtedness or obligation of the Company that, by its terms or the terms of the
instrument  creating  or  evidencing  it,  is  both  subordinated  to any  other
indebtedness  or  obligations  of the  Company  and in right of  payment  to the
Debentures;  (iii) any  indebtedness  or obligation of the Company to any of its
Subsidiaries;  and (iv) any  indebtedness or obligation that is both incurred by
the Company in connection with the purchase of assets,  materials or services in
the ordinary  course of business and  constitutes  an unsecured  trade  payable;
provided,  further,  however,  that any new mortgage on the  Naugatuck  Property
shall constitute Senior Indebtedness only if the net proceeds after all expenses
of any such new  mortgage are used to satisfy the  Obligations  or, in the event
the Obligations are then  satisfied,  to reduce the outstanding  amount owing on
the Debentures;  and provided,  further, however, that in no event can the total
amount  of  Senior  Indebtedness  at any  time  exceed  Thirty  Million  Dollars
($30,000,000).

            "Senior  Indebtedness  Default"  shall  mean the  occurrence  of any
default in the payment of  principal,  premium,  if any,  or  interest  upon any
Senior  Indebtedness  or any event of  default,  as  defined  therein  or in the
instrument under which the same is outstanding, permitting the holder or holders
thereof,  or its or their designated  representatives,  or any trustee under any
instrument  under  which  the  same  is  outstanding,  to  declare  such  Senior
Indebtedness due and payable prior to the stated maturity thereof.

            "Senior Loan Agreement" shall mean the Loan and Security  Agreement,
dated as of August 20, 2002, among the Company, certain of its Subsidiaries, the
lenders  party  thereto  from time to time and Ableco  Finance LLC, as agent for
such  lenders,  as  amended,  supplemented,  modified,  refinanced,  replaced or
restated from time to time.

            "Senior Secured Interest" or "Senior Secured  Interests" shall mean,
except as  otherwise  provided in Section  4.01 of this  Indenture,  any and all
security interests securing repayment of any and all Senior Indebtedness.

            "Senior Subordinated Indebtedness" shall mean the Debentures.

            "Subsidiary"  shall mean any  corporation  of which more than 50% of
the  outstanding  stock having  ordinary voting power to elect a majority of the
board of directors of such  corporation,  irrespective  of whether or not at the
time stock of any other class or classes of such corporation shall have or might
have voting power by reason of the happening of any contingency,  is at the time
directly  or  indirectly   owned  by  the  Company  or  by  any   subsidiary  or
subsidiaries, or by the Company and one or more subsidiaries.

                                        4
<PAGE>

            "Trustee"  shall mean the Trustee under this  Indenture for the time
being, whether original or successor.

            "Trust Indenture Act of 1939", subject to the provisions of Sections
11.01 and 11.02,  shall mean the Trust  Indenture Act of 1939 as in force at the
date of execution of this Indenture.

            "Unsecured  Creditors' Claims" shall mean the total dollar amount of
allowed unsecured non-priority claims included in Class 4 under the Plan.

                                   ARTICLE Two

     ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF DEBENTURES


SECTION 2.01. Amount, Authentication and Delivery of Debentures. Debentures, not
to exceed the aggregate  amount of the Unsecured  Creditors'  Claims,  except as
provided in Section 2.07, may, upon the execution of this Indenture or from time
to time thereafter,  be executed by the Company and delivered to the Trustee for
authentication,  and the Trustee shall thereupon  authenticate  and deliver said
Debentures to or upon the written  order of the Company,  signed by its Chairman
of the Board,  President or a Vice President and by its Treasurer,  an Assistant
Treasurer,  its Secretary or an Assistant  Secretary,  without further action by
the  Company;  provided,  however,  that  at the  time  of the  issuance  of any
Debentures  hereunder,  the Company shall  represent to the Trustee that,  after
giving effect to the issuance of such  Debentures,  the aggregate  amount of all
Debentures  does not exceed the  aggregate  amount of the  Unsecured  Creditors'
Claims.

SECTION 2.02. Form of Debentures and Trustee's  Certificate.  The Debentures and
the Trustee's  certificate of authentication to be borne by the Debentures shall
be substantially in the form of Exhibit "A" to this Indenture, and may have such
letters,  numbers  or other  marks of  identification  or  designation  and such
legends or endorsements printed, lithographed or engraved thereon as the Company
may deem  appropriate  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 or as may be required to comply with any law or with any rule or
regulation  made  pursuant  thereto or with any rule or  regulation of any stock
exchange on which the Debentures may be listed, or to conform to usage.

SECTION 2.03.  Date of Debentures and  Denominations.  The  Debentures  shall be
issuable as registered Debentures without coupons in denominations of any amount
so long as the  aggregate  principal  amount of all  Debentures  issued does not
exceed the Unsecured Creditors' Claims, except as provided in Section 2.07.

            The Debentures shall be dated the date of  authentication  and shall
bear interest  from the date of the  issuance,  payable on the first day of each
calendar month;  provided,  however, that interest shall accrue but shall not be
payable at any time while the Obligations are outstanding.

                                        5
<PAGE>

            The person in whose name any Debenture is registered at the close of
business on the record date with  respect to an Interest  Payment  Date shall be
entitled  to  receive  the  interest  payable  on  such  Interest  Payment  Date
notwithstanding  the  cancellation  of such Debenture upon any  registration  of
transfer or exchange  thereof  subsequent  to such record date and prior to such
Interest Payment Date; provided,  however, that if and to the extent the Company
shall default in the payment of the interest due on such Interest  Payment Date,
such  defaulted  interest  shall  be paid to the  persons  in  whose  names  the
Debentures  are registered on a record date fixed by the Company for the payment
of such  defaulted  interest  by  notice  given by mail by or on  behalf  of the
Company to the holders of Debentures not less than 15 days preceding such record
date,  which record date shall be not more than 15 days nor less than 5 Business
Days before the date for such payment.

            If any  Debenture or portion  thereof is called for  redemption on a
redemption  date after the close of business  on the record date next  preceding
any Interest  Payment  Date and before the opening of business on such  Interest
Payment  Date and notice of such  redemption  has been mailed and funds for such
redemption have been duly provided,  interest  accrued to the redemption date on
such Debenture or portion so called shall be paid only against  surrender of the
Debenture for redemption in accordance with said notice.

SECTION 2.04.  Execution and  Authentication  of Debentures and Use of Temporary
Debentures.  The Debentures shall be signed on behalf of the Company by, or bear
the  facsimile  signature  of, its  Chairman of the Board,  President  or a Vice
President,  under  its  corporate  seal  attested  by the  manual  or  facsimile
signature  of its  Secretary or an Assistant  Secretary or the  Treasurer.  Such
facsimile  signatures may be imprinted or otherwise reproduced on the Debenture.
The Company may adopt and use the signature or facsimile signature of any person
who shall be any such  officer of the  Company at the time of the  execution  of
Debentures,  irrespective of the date as of which the same shall be executed, or
of  any  person  who  shall  have  been  any  such   officer  of  the   Company,
notwithstanding  the fact that at the time the Debentures shall be authenticated
and  delivered  or disposed  of, he shall have ceased to be such  officer of the
Company.  The seal of the Company may be in the form of a facsimile  of the seal
of the Company and may be impressed,  affixed, imprinted or otherwise reproduced
on the Debentures.

            Only  such  Debentures  as  shall  bear  thereon  a  certificate  of
authentication  substantially in the form hereinbefore recited,  executed by the
Trustee,  shall be entitled to the  benefits  of this  Indenture  or be valid or
obligatory for any purpose.  Such  certificate by the Trustee upon any Debenture
executed by the Company  shall be  conclusive  evidence  that the  Debenture  so
authenticated  has been  duly  authenticated  hereunder  and that the  holder is
entitled to the benefits of this Indenture.

            Pending the  preparation of definitive  Debentures,  the Company may
execute,  and upon Company  orders the Trustee shall  authenticate  and deliver,
temporary Debentures that are printed, lithographed,  typewritten,  mimeographed
or otherwise  produced,  in any authorized  denominations,  substantially of the
tenor of the  definitive  Debentures  in lieu of which  they are issued and with
such appropriate  insertions,  omissions,  substitutions and other variations as
the officers  executing such  Debentures  may  determine,  as evidenced by their
execution of such Debentures.

                                        6
<PAGE>

            If  temporary   Debentures  are  issued,   the  Company  will  cause
definitive  Debentures  to be prepared  without  unreasonable  delay.  After the
preparation  of  definitive  Debentures,   the  temporary  Debentures  shall  be
exchangeable   for  definitive   Debentures  upon  surrender  of  the  temporary
Debentures at any office or agency of the Company designated pursuant to Section
5.02,  without charge to the holder.  Upon surrender for cancellation of any one
or more  temporary  Debentures  the Company  shall execute and the Trustee shall
authenticate  and  deliver  in  exchange  therefor  a like  principal  amount of
definitive  Debentures  of  authorized  denominations.  Until so  exchanged  the
temporary  Debentures  shall in all  respects be  entitled to the same  benefits
under this Indenture as definitive Debentures.

SECTION 2.05.  Exchange,  Registration  and Transfer of Debentures.  The Company
shall  keep at the  Corporate  Trust  Office or agency to be  maintained  by the
Company  as  provided  in  Section  5.02 a  register  in which,  subject to such
reasonable  regulations  as it may prescribe,  it will register all  Debentures.
Upon surrender of any Debenture for  registration  of transfer at such office or
agency,   the  Company   shall  execute  and  register  and  the  Trustee  shall
authenticate  and deliver in the name of the  transferee  or  transferees  a new
Debenture or Debentures for a like aggregate  principal  amount of Debentures of
any authorized denominations.

            Unless and until  otherwise  determined by the Company by resolution
of the Board of  Directors,  the  register  of the  Company  in the  Borough  of
Manhattan, City and State of New York, for the purpose of registration, exchange
or  registration  of transfer of the  Debentures  shall be kept at the Corporate
Trust  Office of the  Trustee  and,  for this  purpose,  the  Trustee  is hereby
initially designated "Debenture Registrar".

            All  denominations  of Debentures  shall be exchangeable  for one or
more Debentures in equal aggregate principal amounts. Debentures to be exchanged
shall be surrendered at the office or agency to be maintained by the Company for
the  purpose as  provided  in Section  5.02 and the  Company  shall  execute and
register the transfer thereof and the Trustee shall  authenticate and deliver in
exchange therefor the Debenture or Debentures which the  Debentureholder  making
the exchange shall be entitled to receive, bearing numbers not contemporaneously
outstanding.

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

            For any  exchange  or  registration  of transfer  or  redemption  of
Debentures,  the  Company,  at its  option,  may  require  the  payment of a sum
sufficient to reimburse it for any tax or other governmental  charge that may be
imposed  in  relation  thereto.  No  service  charge  shall be made for any such
transaction.

SECTION  2.06.  When Company Not Required To Make  Transfers or  Exchanges.  The
Company shall not be required to register the transfer of or exchange Debentures

                                        7
<PAGE>

for a period  of l5 days  next  preceding  any  selection  of  Debentures  to be
redeemed,  nor shall it be required to register  the transfer of or exchange any
Debentures or portions thereof called or being called for redemption in whole or
in part  except,  in the case of any  Debentures  to be  redeemed  in part,  the
portion thereof not so to be redeemed.

SECTION  2.07.  Mutilated,  Destroyed,  Lost or Stolen  Debentures.  In case any
Debenture shall become mutilated or be destroyed, lost or stolen, the Company in
its discretion may execute,  and upon its request the Trustee shall authenticate
and   deliver,   a  new   Debenture   of  like  tenor,   bearing  a  number  not
contemporaneously  outstanding and such notation as may be required by the rules
and  regulations of any national  securities  exchange upon which the Debentures
are,  or are to be,  listed,  in exchange  and  substitution  for the  mutilated
Debenture or in lieu of and in substitution for the Debenture so destroyed, lost
or stolen. In every case the applicant for a substituted Debenture shall furnish
to the Company and to the Trustee  such  security or indemnity or both as may be
required by them to save each of them, and, if requested,  any paying agents and
Debenture Registrars of the Company, harmless from all risk, however remote, and
the applicant  shall also furnish to the Company and to the Trustee  evidence to
their  satisfaction  of  the  mutilation,  destruction,  loss  or  theft  of the
applicant's  Debenture and of the ownership  thereof.  Subject to its receipt of
such  security or  indemnity  or both and of such  evidence,  the Trustee  shall
authenticate  any such  substituted  Debenture  and  deliver  the same  upon the
written request or authorization  of any officer of the Company.  Upon the issue
of any  substituted  Debenture,  the  Company  may  require the payment of a sum
sufficient to cover any tax or other governmental  charge that may be imposed in
relation thereto and any other expenses, including counsel fees, of the Company,
the Trustee, and any paying agent or Debenture  Registrar,  connected therewith.
In case any  Debenture  which has  matured  or is about to mature  shall  become
mutilated or be destroyed, lost or stolen, the Company may, instead of issuing a
substitute  Debenture,  pay  or  authorize  the  payment  of the  same  (without
surrender thereof except in the case of a mutilated  Debenture) if the applicant
for such payment  shall  furnish to the Company and to the Trustee such security
or  indemnity  as may be  required  by them to save each of them  harmless,  and
evidence to the  satisfaction  of the Company and the Trustee of the mutilation,
destruction, loss or theft of such Debenture and of the ownership thereof.

            Every Debenture issued pursuant to the provisions of this Section in
substitution  for any Debenture that is alleged to have been destroyed,  lost or
stolen shall  constitute  an additional  contractual  obligation of the Company,
whether or not the  destroyed,  lost or stolen  Debenture  shall be found at any
time, or be enforceable by anyone,  and such new Debenture  shall be entitled to
all the benefits of this Indenture equally and proportionately  with any and all
other Debentures duly issued  hereunder.  All Debentures shall be held and owned
upon the express  condition  that the foregoing  provisions  are exclusive  with
respect to the replacement,  or payment of mutilated,  destroyed, lost or stolen
Debentures   and  shall   preclude   any  and  all  other  rights  or  remedies,
notwithstanding  any law or  statute  existing  or  hereinafter  enacted  to the
contrary with respect to the replacement,  or payment of negotiable  instruments
or other securities without their surrender.

SECTION 2.08. Cancellation of Surrendered Debentures. All Debentures surrendered
for the purpose of payment,  redemption,  exchange or  registration  of transfer
shall be delivered to the Trustee and shall be canceled by it, and no Debentures

                                        8
<PAGE>

shall be issued in lieu thereof except as expressly required or permitted by any
of the provisions of this Indenture.  Unless otherwise  directed by the Company,
the Trustee shall burn or destroy by shredding canceled Debentures and deliver a
certificate  thereof to the  Company.  If the Company  shall  acquire any of the
Debentures,  such acquisition  shall not operate as a redemption or satisfaction
of the indebtedness represented by such Debentures unless and until the same are
delivered to the Trustee, or surrendered to the Trustee, for cancellation.

SECTION  2.09.  Debentureholders  and  Senior  Indebtedness.   Nothing  in  this
Indenture or in the Debentures, expressed or implied, shall give or be construed
to give to any person,  firm or  corporation,  other than the parties hereto and
the holders of the Debentures and, to the extent  provided in Article  Thirteen,
the holders of Senior  Indebtedness,  any legal or  equitable  right,  remedy or
claim under or in respect of this Indenture, or under any covenant, condition or
provision  herein  contained,  all of the  covenants,  conditions and provisions
herein  being for the sole  benefit of the parties  hereto and of the holders of
the Debentures and, to the extent aforesaid, the holders of Senior Indebtedness.

SECTION 2.10. Persons Deemed Owners.  Prior to due presentment of Debentures for
registration  of  transfer,  the  Company  or the  Trustee  and any agent of the
Company or the  Trustee may treat the person in whose name such  Debentures  are
registered as the owner of such  Debentures for purpose of receiving  payment of
principal of, and (subject to Section 2.05) interest on such  Debentures and for
all other purposes  whatsoever,  whether or not such Debentures are overdue, and
neither  the  Company,  the  Trustee nor any agent of the Company or the Trustee
shall be affected by notice to the contrary.

                                  ARTICLE Three

                            REDEMPTION OF DEBENTURES

SECTION  3.01.  Debentures  Redeemable.  Subject  to the  provisions  of Article
Thirteen hereof and the prior to satisfaction  in full of the  Obligations,  the
Company may, at its option,  redeem the Debentures,  in whole or in part, at any
time,  prior to  maturity,  on not less than 15 nor more than 30 days' notice to
each Debentureholder,  at the redemption prices (expressed as percentages of the
principal amount thereof to be redeemed) set forth in the tabulation in the form
of Debenture  provided for herein,  in each case,  with accrued  interest to the
date of redemption  (adjusted,  as  appropriate,  in accordance with the date on
which such redemption occurs but if the date fixed for redemption is an Interest
Payment Date, the interest  installment  payable on such date shall,  subject to
Section  2.03,  be paid to the holder at the close of business on the  preceding
record date).

SECTION 3.02. Notice of Redemption. In case the Company shall desire to exercise
such right to redeem all or any part of the  Debentures in  accordance  with the
right  reserved so to do, it shall give notice of such  redemption to holders of
the Debentures to be redeemed in whole or in part as hereinafter in this Section
provided.

            Notice of redemption to the holders of Debentures to be redeemed, in
whole or in part, shall be given by mailing, first class postage prepaid, a

                                        9
<PAGE>

notice of such redemption not later than the fifteenth day, and not earlier than
the thirtieth day, before the date fixed for redemption to such holders at their
last addresses as they shall appear upon the registration books. Any notice that
is mailed in the manner herein provided shall be  conclusively  presumed to have
been duly given,  whether or not the registered  holder receives the notice.  In
any case,  failure  duly to give notice by mail,  or any defect in the notice to
the holder of any  Debentures  designated  for  redemption  in whole or in part,
shall not affect the validity of the proceedings for the redemption of any other
Debentures.

            Each such  notice of  redemption  shall  specify  the date fixed for
redemption and the redemption price at which Debentures are to be redeemed,  and
shall  specify  where  payment  of the  redemption  price  is to be  made,  upon
presentation  and  surrender of such  Debentures,  and shall state that interest
accrued  to the date  fixed for  redemption  will be paid as  specified  in said
notice, and that from and after said date interest thereon will cease to accrue.
In case any Debenture is to be redeemed in part only, the notice shall state the
portion of the principal  amount  thereof to be redeemed and shall state that on
and after the redemption date, upon surrender of such Debenture, a new Debenture
or Debentures in principal  amount equal to the unredeemed  portion thereof will
be issued.

            If less than all the  Debentures  are to be  redeemed,  the  Company
shall give the Trustee 20 days' prior written notice,  or such shorter notice as
may be acceptable to the Trustee,  in advance of the  redemption  date as to the
aggregate  principal  amount of  Debentures  to be redeemed,  and  thereupon the
Trustee  shall  select  the  particular  Debentures  or parts  thereof  so to be
redeemed by lot,  pro rata,  or  according  to such other  method as the Trustee
shall deem proper in its discretion  and shall  thereafter  promptly  notify the
Company in writing of the numbers of the Debentures (or portions  thereof) to be
redeemed.  For the purpose of  determining  the  Debentures to be redeemed,  the
Trustee need not treat as  Outstanding  any Debentures  authenticated  within l5
days prior to its date of selection.

SECTION 3.03. Debentures Called for Redemption Due and Payable. If the giving of
notice of redemption  shall have been completed as provided in Section 3.02, the
Debentures or portions of  Debentures  specified in such notice shall become due
and payable on the date and at the place stated in such notice at the applicable
redemption  price,  together  with  interest  accrued  to  the  date  fixed  for
redemption,  and on and after such date of redemption  (unless the Company shall
default in the payment of such Debentures or portions  thereof at the redemption
price,  together with interest accrued thereon to the date fixed for redemption)
interest on the  debentures or portions of  Debentures so called for  redemption
shall cease to accrue.  On  presentation  and surrender of such Debentures on or
after  said date at said place of payment  in said  notice  specified,  the said
Debentures  shall  be  paid  and  redeemed  by the  Company  at  the  applicable
redemption  price,  together with interest accrued thereon to the date fixed for
redemption.

SECTION 3.04. Deposit of Redemption Moneys. Anything in this Indenture contained
to the contrary notwithstanding, if the giving of the notice of redemption shall
have been  completed as provided in Section 3.02,  and if the Company shall have
deposited  in trust with the  Trustee  funds (to be  immediately  available  for
payment)  sufficient  to redeem the  Debentures to be redeemed on the date fixed
for  redemption,  at the  applicable  redemption  price,  together with interest
accrued to the date fixed for redemption, then all obligations of the Company in

                                       10
<PAGE>

respect of such  Debentures  shall  cease and be  discharged  and subject to the
provisions of Article Fourteen,  the holders of such Debentures shall thereafter
be  restricted  exclusively  to such funds for any and all claims of  whatsoever
nature on their part under this Indenture, or in respect of such Debentures.

SECTION  3.05.  Redemption  in Part.  Upon  presentation  and  surrender  of any
Debenture that is to be redeemed in part only, the Company shall execute and the
Trustee shall authenticate and deliver to the holder thereof,  at the expense of
the Company,  a new  Debenture or  Debentures  of  authorized  denominations  in
principal amount equal to the unredeemed portion of the Debenture so presented.

                                  ARTICLE Four

                                    SECURITY

SECTION 4.01.  Security for Payment of  Debentures.  To secure  repayment of the
Debentures,  the Company  shall grant a  subordinated  security  interest to the
Trustee  pursuant to a Security  Agreement  substantially in the form of Exhibit
"B" to this  Indenture.  The  security  interest  granted to the Trustee will be
subordinate  at all  times  to the  Senior  Secured  Interests.  Notwithstanding
anything in this  Indenture  or the  Security  Agreement  to the  contrary,  the
Trustee and the  Debentureholders  shall not be  permitted to exercise any right
with  respects  to, or enforce the  security  interest  granted by the  Security
Agreement  until  such time as all of the  Senior  Indebtedness  secured  by any
Senior Secured Interests has been paid in full and such Senior Secured Interests
have been released, discharged or otherwise terminated.

SECTION 4.02.  Right to Elect  Director(s).  From and after  confirmation of the
Plan, the Trustee, acting on behalf and at the direction of the Debentureholders
as provided in and subject to the provisions of Section 10.05 hereof, shall have
the ability to elect one member of the Board of Directors until such time as the
Debentures are paid in full; provided,  however, that if the Obligations are not
satisfied in full by the third  anniversary  of the effective  date of the Plan,
then the Trustee  shall be entitled to appoint  two  additional  members,  for a
total  of three  members  of the  Board of  Directors,  until  such  time as the
Obligations  are paid in full; and provided,  further,  however,  that after the
Obligations have been paid in full, if there is an Event of Default with respect
to the payment of  interest or  principal  of the  Debentures  and such Event of
Default is not cured  within  sixty days after  notice to the  Company  from the
Trustee of such Event of Default, then the Trustee,  acting on behalf and at the
direction of the Debentureholders,  shall be entitled to elect a majority of the
members of the Board of Directors  until such time as the Debentures are paid in
full.

                                  ARTICLE Five

                       PARTICULAR COVENANTS OF THE COMPANY

            The Company covenants and agrees as follows:
                                       11
<PAGE>


SECTION 5.01.  Payment of Principal of and Interest on  Debentures.  The Company
will duly and  punctually  pay or cause to be paid the principal of and interest
on each of the  Debentures  at the time and place and in the manner  provided in
the  Debenture;  provided,  however,  that the  Company  shall  not pay any such
principal or interest until after the payment in full of the Obligations and the
termination  of the Senior Loan  Agreement.  The Company  shall pay  interest on
overdue principal and interest at the rate borne by the Debentures to the extent
lawful.  An installment of principal or interest shall be considered paid on the
date it is due if the  payment  agent  holds  on or  prior  to that  date  money
deposited by the Company in immediately  available  funds and designated for and
sufficient to pay such amount due and the payment agent is not  prohibited  from
paying such money to the  Debentureholders on that date pursuant to the terms of
the Indenture.

SECTION  5.02.  Maintenance  of  Offices  or  Agencies.  As  long  as any of the
Debentures remain Outstanding,  the Company will maintain an office or agency or
offices or  agencies in the  Borough of  Manhattan,  City and State of New York,
where the Debentures may be presented for registration, transfer and exchange as
in this Indenture provided, and where notices and demands to or upon the Company
in respect of the Debentures or of this  Indenture may be served,  and where the
Debentures  may be presented  for payment.  Until  otherwise  designated  by the
Company in a notice to the  Trustee,  such office or agency for all of the above
purposes  shall be the Corporate  Trust Office of the Trustee.  The Company will
give to the Trustee  notice of any change of location of any of such  offices or
agencies. In case the Company shall fail to maintain such an office or agency or
offices or agencies  for all such  purposes or shall fail to give such notice of
any change in the location  thereof,  presentations  and demands may be made and
notices may be served at the Corporate Trust Office of the Trustee.

            The Company may at any time and from time to time vary or  terminate
the  appointment of any such agent or appoint any  additional  agents for any or
all of such purposes;  provided,  however, that until all of the Debentures have
been delivered to the Trustee for cancellation,  or moneys sufficient to pay the
principal of and interest on the Debentures have been made available for payment
and either paid or returned to the  Company  pursuant to  provisions  of Section
5.04,  the Company will  maintain in the Borough of  Manhattan,  the City of New
York, an office or agency where  Debentures may be surrendered for  registration
of transfer or exchange and where  notices and demands to or upon the Company in
respect of the Debentures and this Indenture may be served.

SECTION  5.03.  Appointment  to Fill Vacancy in Office of Trustee.  The Company,
whenever  necessary  to avoid or fill a vacancy in the office of  Trustee,  will
appoint,  in the manner provided in Section 8.11, a Trustee, so that there shall
at all times be a Trustee hereunder.

SECTION 5.04.  Appointment  of Paying Agent Other Than Trustee.  (a) The Company
initially  appoints the Trustee as Registrar and Paying Agent in connection with
the  Debentures.  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.

                                       12
<PAGE>

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

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

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

(c) Anything in this Section to the contrary  notwithstanding,  the agreement to
hold sums in trust as provided in this Section is subject to the  provisions  of
Section 14.04 hereof.

SECTION 5.05. Annual Report to Trustee.  The Company will, within 120 days after
the end of each fiscal year (which, at the date hereof,  terminates on September
30), file with the Trustee an Officers' Certificate stating that a review of the
activities of the Company and its Subsidiaries  during the preceding fiscal year
(or, in the case of the first Officers' Certificate filed during the period from
the date of  execution  hereof to September 30 of such year) has been made under
the  supervision of the signers of such  certificate  with a view to determining
whether  the  Company  has  kept,  observed,  performed  and  fulfilled  all the
covenants,  agreements and  obligations on its part in this Indenture  contained
and that to the best of their  knowledge  the  Company  is not in default in the
performance,  observance  or  fulfillment  of any of the terms,  provisions  and
conditions  hereof, and that no default exists or, if the Company shall be so in
default or if any default exists,  specifying all such defaults,  and the nature
and status thereof, of which they may have knowledge.

SECTION 5.06.  Covenant  Regarding  Authorization.  The Company  represents  and
warrants that it is duly authorized  under the laws of the State of Delaware and
under all other  provisions  of law  applicable  thereto to create and issue the
Debentures and to execute this Indenture,  and all corporate  action on its part
for the creation and issue of such  Debentures and the execution and delivery of
this Indenture has been duly and effectively taken and that the Debentures, when
issued, will be valid and binding obligations of the Company and entitled to the
benefits of this Indenture.

SECTION  5.07.  Payment  of Taxes  and Other  Claims.  The  Company  will pay or
discharge,  or  cause to be paid or  discharged,  before  the  same  may  become
delinquent,  all stamps  and other  duties,  if any,  that may be imposed by the
United States or any political subdivision thereof or therein in connection with
the issuance of any Debentures;  provided,  however, that, (A) the Company shall
not be required to pay or discharge or cause to be paid or discharged any tax or
duty whose amount, applicability or validity is being contested in good faith by

                                       13
<PAGE>


appropriate proceedings, and (B) except as otherwise provided herein the Company
shall not be required to pay or discharge or cause to be paid or discharged  any
tax,  assessment or other  governmental  charge imposed by any government or any
political subdivision thereof or taxing authority thereof or therein.

SECTION  5.08.  Covenant  as to  Indebtedness.  The  Company  will not incur any
indebtedness  that is  junior in right of  payment  to any  Senior  Indebtedness
unless  such  indebtedness  will  rank  junior  in  right  of  payment  with the
Debentures;  provided, however, that the Company may, without the consent of the
Indenture Trustee or the Debentureholders (i) refinance or otherwise replace any
Senior  Indebtedness  existing  on the  date of  this  Indenture  including  the
Obligations;  (ii) issue additional Senior Indebtedness if needed by the Company
for working  capital  purposes,  but only to the extent  that (x) the  Company's
inventory and accounts  receivable with respect to ongoing operations exceed the
Company's  aggregate  inventory and accounts receivable on the effective date of
the Plan and (y) the total outstanding Senior Indebtedness  outstanding does not
exceed  $30,000,000;  and (iii) issue additional Senior  Indebtedness if the net
proceeds after payment of all expenses of such issuance are used to satisfy,  in
whole or exclusively in part,  Outstanding  Debentures  issued  pursuant to this
Indenture.

                                   ARTICLE Six

                     DEBENTUREHOLDERS' LISTS AND REPORTS BY
                           THE COMPANY AND THE TRUSTEE

SECTION 6.01. Covenant to Furnish Information.  The Company covenants and agrees
that it will  furnish or cause to be  furnished  to the Trustee at such times as
the Trustee may request in writing,  within 30 days after receipt by the Company
of any such request,  a list in such form as the Trustee may reasonably  require
containing all information in the possession or control of the Company or any of
its  paying  agents,  as to  the  names  and  addresses  of the  holders  of the
Debentures  obtained  since the date as of which the next previous list, if any,
was  furnished;  provided,  however,  that as long as the  Trustee  shall be the
Debenture Registrar such list need not be furnished.  Any such list may be dated
as of a date  not  more  than 15 days  prior to the  time  such  information  is
furnished or caused to be furnished,  and need not include information  received
after such date.

SECTION 6.02.  Preservation of Information;  Communications to Debentureholders.
(a)The  Trustee  shall  preserve,   in  as  current  a  form  as  is  reasonably
practicable,  all  information  as to the names and  addresses of the holders of
Debentures  (1) contained in the most recent list furnished to it as provided in
Section 6.01,  (2) received by it in the capacity of paying agent (if so acting)
hereunder,  (3) received by it in the capacity of Debenture  Registrar,  and (4)
filed with it within two preceding years pursuant to the provisions of paragraph
(2) of subsection (c) of Section 6.04.

            The Trustee may (1) destroy any list  furnished to it as provided in
Section  6.01  upon  receipt  of a  new  list  so  furnished,  (2)  destroy  any
information  received  by it as  paying  agent  (if so  acting)  hereunder  upon
delivering  to itself as  Trustee,  not  earlier  than 45 days after an interest
payment date of the Debentures, a list containing the names and addresses of the

                                       14
<PAGE>


holders of Debentures  obtained from such information  since the delivery of the
next previous  list, if any, (3) destroy any list delivered to itself as Trustee
which was  compiled  from  information  received  by it as  paying  agent (if so
acting)  hereunder upon the receipt of a new list so delivered,  and (4) destroy
any  information  filed  with it by  holders of  Debentures  for the  purpose of
receiving  reports pursuant to the provisions of paragraph (2) of subsection (c)
of Section 6.04, but not until two years after such  information  has been filed
with it.

(b) In case five or more  holders  of  Debentures  (hereinafter  referred  to as
"applicants")  aggregating  no less  than  10% of the  principal  amount  of the
Debentures  Outstanding,  apply in writing to the  Trustee,  and  furnish to the
Trustee  reasonable  proof that each such  applicant has owned a Debenture for a
period of at least six months preceding the date of such  application,  and such
application  states that the applicants desire to communicate with other holders
of  Debentures  with respect to their  rights under this  Indenture or under the
Debentures,  and is  accompanied  by a copy  of  the  form  of  proxy  or  other
communication that such applicants propose to transmit,  then the Trustee shall,
within five Business Days after the receipt of such application at its election,
either

(1)      afford to such applicants access to the information preserved at the
time by the Trustee in accordance  with the provisions of subsection (a) of this
Section, or

(2) inform such applicants as to the approximate number of holders of Debentures
whose names and addresses appear in the information preserved at the time by the
Trustee,  in accordance  with the  provisions of subsection (a) of this Section,
and as to the approximate cost of mailing to such  Debentureholders  the form of
proxy or other communications, if any, specified in such application.

            If the Trustee shall elect not to afford such  applicants  access to
such  information,  the  Trustee  shall,  upon the  written  request of all such
applicants,  mail to each Debentureholder  whose name and address appears in the
information  preserved  at the  time  by the  Trustee  in  accordance  with  the
provisions  of subsection  (a) of this  Section,  a copy of the form of proxy or
other  communication  that  is  specified  in  such  request,   with  reasonable
promptness  after a tender to the  Trustee of the  material  to be mailed and of
payment,  or provision for the payment,  of the reasonable  expenses of mailing,
unless within five  Business  Days after such tender,  the Trustee shall mail to
such  applicants a written  statement to the effect that,  in the opinion of the
Trustee,  such mailing would be contrary to the best interests of the holders of
Debentures  or would be in violation of applicable  law. Such written  statement
shall  specify the basis of such  opinion and the Trustee  shall  thereafter  be
relieved  of  any  obligation  or  duty  to  such  applicants  respecting  their
application.

(c) Each and every holder of the Debentures,  by receiving and holding the same,
agrees with the Company and the Trustee that neither the Company nor the Trustee
nor any paying agent shall be held  accountable  by reason of the  disclosure of
any such  information as to the names and addresses of the holders of Debentures
in accordance with the provisions of subsection (b) of this Section, regardless

                                       15
<PAGE>

of the source  from which such  information  was  derived,  and that the Trustee
shall not be held  accountable  by reason of mailing any material  pursuant to a
request made under said subsection (b).

SECTION 6.03.  Reports by Company.  (a) The Company covenants and agrees to file
with the  Trustee  within  15 days  after  the  Company  files the same with the
Securities  and  Exchange  Commission,  copies of the annual  reports and of the
information,  documents  and other  reports  that the Company may file with said
Commission  pursuant to Section 13 or Section  15(d) of the  Exchange Act or, if
the Company does not file  information,  documents or reports pursuant to either
of such sections,  then to file with the Trustee such of the  supplementary  and
periodic  information,  documents  and  reports  which may be filed  pursuant to
Section 13 of the Exchange Act in respect of a security listed and registered on
a national securities exchange.

(b) The Company  covenants  and agrees to file with the Trustee such  additional
information,  documents  and reports with respect to  compliance  by the Company
with the conditions and covenants provided for in this Indenture as may be filed
from time to time with the Securities and Exchange Commission.

(c) The Company  covenants  and agrees to transmit to the holders of  Debentures
within 30 days after the filing  thereof with the Trustee,  in the manner and to
the extent  provided in  subsection  (c) of Section 6.04 with respect to reports
pursuant  to  subsection  (a)  of  said  Section  6.04,  such  summaries  of any
information,  documents and reports required to be filed by the Company with the
Trustee pursuant to subsections (a) and (b) of this Section.

SECTION 6.04. Reports by Trustee.  (a) On or before the first April 15 following
execution of this Indenture, and on or before April 15 in every year thereafter,
so long as any Debentures are Outstanding hereunder,  the Trustee shall transmit
to the  Debentureholders as hereinafter in this Section provided, a brief report
dated as of the preceding February 15, with respect to:

(1) its  eligibility  under Section 8.10, and its  qualifications  under Section
8.08, or in lieu thereof, if to the best of its knowledge it has continued to be
eligible and qualified under such Sections, a written statement to such effect;

(2) the character  and amount of any advances  (and if the Trustee  elects so to
state, the circumstances surrounding the making thereof) made by the Trustee (as
such) that remain unpaid on the date of such report,  and for the  reimbursement
of  which  it  claims  or may  claim  a lien  or  charge,  prior  to that of the
Debentures, on any property or funds held or collected by it as Trustee, if such
advances so remaining  unpaid aggregate more than one-half of one percent of the
principal amount of the Debentures Outstanding on the date of such report;

(3) the amount,  interest rate and maturity date of all other indebtedness owing
by the Company (or by any other obligor on the Debentures) to the Trustee in its
individual capacity, on the date of such report, with a brief description of any
property held as collateral security therefor, except an indebtedness based upon
a creditor  relationship arising in any manner described in paragraphs (2), (3),
(4), or (6) of subsection (b) of Section 8.15;

                                       16
<PAGE>

(4)      the property and funds, if any, physically in the possession of the
         Trustee as such on the date of such report;

(5)      any additional issue of Debentures that the Trustee has not previously
         reported; and

(6) any action taken by the Trustee in the  performance of its duties under this
Indenture that it has not previously reported and that in its opinion materially
affects the Debentures,  except action in respect of a default,  notice of which
has been or is to be withheld by it in accordance with the provisions of Section
7.09.

(b) The Trustee shall transmit to the Debentureholders, as hereinafter provided,
a brief report with respect to the  character and amount of any advances (and if
the  Trustee  elects so to  state,  the  circumstances  surrounding  the  making
thereof)  made by the  Trustee  as  such  since  the  date  of the  last  report
transmitted  pursuant to the provisions of subsection (a) of this Section (or if
no such report has yet been so transmitted,  since the date of execution of this
Indenture),  for the  reimbursement  of which it  claims  or may claim a lien or
charge prior to that of the Debentures on property or funds held or collected by
it as  Trustee,  and  that  it has  not  previously  reported  pursuant  to this
subsection,  if such advances  remaining  unpaid at any time aggregate more than
ten percent of the principal amount of Debentures Outstanding at such time, such
report to be transmitted within 90 days after such time.

(c)      Reports pursuant to this Section shall be transmitted by mail:

(1)      to all registered holders of Debentures, as the names and addresses
of such holders appear upon the registration books of the Company;

(2) to such  holders of  Debentures  as have,  within two years  preceding  such
transmission, filed their names and addresses with the Trustee for that purpose;
and

(3) except in the cases of reports  pursuant to subsection  (b) of this Section,
to each  Debentureholder  whose name and address is preserved at the time by the
Trustee, as provided in subsection (a) of Section 6.02.

(d) A copy of each  such  report  shall,  at the  time of such  transmission  to
Debentureholders,  be filed by the Trustee with each  securities  exchange  upon
which the  Debentures  are  listed  and also with the  Securities  and  Exchange
Commission.  The Company agrees to notify the Trustee when and as the Debentures
become listed on any securities exchange.

                                  ARTICLE Seven

                  REMEDIES OF THE TRUSTEE AND DEBENTUREHOLDERS
                               ON EVENT OF DEFAULT

                                       17
<PAGE>

SECTION 7.01. Events of Default Defined;  Acceleration of Maturity.  In case one
or  more  of  the  following  Events  of  Default  shall  have  occurred  and be
continuing, that is to say after full satisfaction of the Obligations:

(a) default in the due and punctual  payment of any installment of interest upon
any of the  Debentures  as and when the same shall become due and payable  after
the  satisfaction  and payment in full of the  Obligations,  whether or not such
payment is prohibited by the  provisions of Article  Thirteen,  and such default
continues for a period of 60 days; or

(b) default in the due and punctual payment of the principal of any Debenture as
and when the same  shall  become  due and  payable  after the  satisfaction  and
payment in full of the Obligations, whether or not such payment is prohibited by
the provisions of Article  Thirteen,  or the Company fails to redeem or purchase
Debentures when required  pursuant to this Indenture or the Debentures after the
satisfaction and payment in full of the  Obligations,  whether or not prohibited
by the provisions of Article Thirteen either at maturity,  upon  redemption,  by
declaration  as  authorized  by this  Indenture,  or otherwise  and such default
continues for a period of 60 days; or

(c)  failure on the part of the  Company to duly  observe or perform  any of the
covenants or agreements on the part of the Company in the  Debentures or in this
Indenture,  for a period of 60 days  after the date on which  written  notice of
such failure,  requiring  the same to be remedied,  shall have been given to the
Company by the Trustee, by registered mail, or to the Company and the Trustee by
the holders of at least twenty-five percent in aggregate principal amount of the
Debentures at the time Outstanding; or

(d) a decree or order by a court having  jurisdiction in the premises shall have
been  entered  adjudging  the Company as bankrupt or  insolvent,  or approving a
petition seeking  reorganization of the Company under the Bankruptcy Code or any
other similar  applicable  federal or State law (excluding the Bankruptcy Case),
and such decree or order shall have  continued  undischarged  or unstayed  for a
period of 60 days;  or a decree or order of a court having  jurisdiction  in the
premises for the  appointment of a receiver or liquidator or trustee or assignee
in bankruptcy or insolvency of the Company or of all or substantially all of its
property,  or for the winding up or  liquidation  of its affairs shall have been
entered,  and such decree or order shall have remained in force  undischarged or
unstayed for a period of 60 days;

(e) the  Company  shall  institute  proceedings  to be  adjudicated  a voluntary
bankrupt,  or shall consent to the filing of a bankruptcy proceeding against it,
or shall file a petition or answer or consent seeking  reorganization  under the
Bankruptcy Code or any other similar  applicable  federal or State law, or shall
consent to the filing of any such petition,  or shall consent to the appointment
of a receiver or  liquidator  or trustee or assignee in bankruptcy or insolvency
of it or of all  or  substantially  all  of  its  property,  or  shall  make  an
assignment for the benefit of creditors;

(f)      the security interest granted to the Trustee on behalf of the Debenture
Holders shall become unperfected other than by action(s) of the
Debenture Holders;

                                       18
<PAGE>

(g) any  security  interest  is  granted  by the  Company  that is senior to the
security  interest  granted to the  Trustee on behalf of the  Debenture  Holders
other than the Senior Secured Interest and any security interest with respect to
Senior Indebtedness permitted pursuant to Section 5.08 of this Indenture; or

(h) a default by the Company  under an obligation  to which the  Debentures  are
subordinated  that continues after the expiration of any applicable grace period
and results in the holder of such  Obligation  declaring the  Obligation due and
owing.

then and in each and every such case (other  than an Event of Default  specified
in clause (d) and (e) of this  Section  7.01),  so long as such Event of Default
shall not have been remedied,  unless the principal of all the Debentures  shall
have already  become due and  payable,  either the Trustee or the holders of not
less than  twenty-five  percent in aggregate  principal amount of the Debentures
then  Outstanding  hereunder,  by notice in writing to the  Company  (and to the
Trustee if given by the Debentureholders),  may declare the principal of all the
Debentures then Outstanding to be due and payable immediately, and upon any such
declaration  the same shall  become and shall be  immediately  due and  payable,
anything in this Indenture or in the said  Debentures  contained to the contrary
notwithstanding.  If an Event of Default  specified in clause (d) or (e) of this
Section 7.01 occurs,  the principal of and interest on all the Debentures  shall
ipso facto become and be immediately  due and payable without any declaration or
other act on the part of the  Trustee or the  holders of any of the  Debentures.
This provision,  however, is subject to the condition that if, at any time after
the principal of the Debentures shall have been so declared due and payable, but
before  the  Debentures  shall  have  become  due by their  terms and before any
judgment or decree for the payment of the moneys due shall have been obtained or
entered as hereinafter provided, the Company shall pay or shall deposit with the
Trustee a sum  sufficient to pay all matured  installments  of interest upon all
the Debentures then Outstanding and the principal of any and all Debentures then
Outstanding  that shall have become due  otherwise  than by  acceleration  (with
interest upon such  principal and, to the extent the payment of such interest is
enforceable under applicable law, upon overdue installments of interest,  at the
rate per  annum  expressed  in the  Debentures  to the date of such  payment  or
deposit) and the amount  payable to the Trustee  under  Section 8.06. If any and
all defaults  under the  Indenture,  other than the  nonpayment  of principal or
interest  on  Debentures  then  Outstanding  that  has  become  due  because  of
acceleration of any Debentures; shall have been remedied or provision shall have
been made therefore to the satisfaction of the Trustee, - then and in every such
case the holders of a majority in aggregate  principal  amount of the Debentures
then Outstanding, by written notice to the Company and to the Trustee, may waive
all defaults and rescind and annul such declaration and its consequences; but no
such waiver or  rescission  and  annulment  shall  conflict with any judgment or
decree or extend to or shall affect any subsequent  default, or shall impair any
right  consequent  thereon.  Notwithstanding  the  foregoing or anything in this
Indenture or the Debentures to the contrary, no Event of Default shall be deemed
to have occurred or may be called until after the Obligations  have been paid in
full and satisfied;  provided,  however,  that upon the occurrence of the events
set forth in subsections (d) and (e) of this Section 7.01,  nothing herein shall
prevent the Trustee from filing a proof of claim or otherwise  appearing in such
proceeding to preserve any rights  afforded to the Trustee or Debenture  Holders
under the terms of this Indenture and the Debentures.

                                       19
<PAGE>

SECTION 7.02. Rescission and Annulment. 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 case the Company and the Trustee shall be restored  respectively  to their
former positions and rights  hereunder,  and all rights,  remedies and powers of
the Company and the Trustee  shall  continue as though no such  proceedings  had
been taken.

SECTION 7.03.  Collection of Indebtedness  and Suits for Enforcement by Trustee.
The Company covenants that, after payment in full of the Obligations,  in case a
default shall be made in the payment of the principal and interest of any of the
Debentures  when the same  shall  have  become  due and  payable,  whether  upon
maturity of the  Debentures,  or upon redemption or repurchase or declaration as
authorized by this Indenture or otherwise, and such default shall have continued
for a period of 30 days, then, upon demand by the Trustee,  the Company will pay
to  the  Trustee,  for  the  benefit  of the  holders  of  the  Debentures  then
Outstanding, the whole amount that then shall have become due and payable on all
such  Debentures  for  principal or interest,  as the case may be, with interest
upon the overdue  principal  and (to the extent that payment of such interest is
enforceable  under applicable law) upon overdue  installments of interest at the
rate per annum  expressed  in the  Debentures;  and, in addition  thereto,  such
further  amount  as shall be  sufficient  to cover the  costs  and  expenses  of
collection, and the amount payable to the Trustee under Section 8.06.

            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 action or proceedings at law or
in equity for the  collection  of the sums so due and unpaid,  and may prosecute
any such action or proceedings to judgment or final decree,  and may enforce any
such  judgment or final  decree  against the Company or other  obligor  upon the
Debentures and collect in the manner provided and to the extent permitted by law
out of the property of the Company or other obligor upon the Debentures wherever
situated the moneys adjudged or decreed to be payable.

SECTION 7.04.  Trustee May File Proofs of Claims.  The Trustee shall be entitled
and empowered,  either in its own name or as trustee of an express trust,  or as
attorney-in-fact  for the  holders of the  Debentures,  or in any one or more of
such capacities,  to file such proof of debt, amendment of proof of debt, claim,
petition or other document as may be necessary or advisable in order to have the
claims of the Trustee and of the holders of the Debentures allowed in any equity
receivership, insolvency, bankruptcy, liquidation, readjustment,  reorganization
or other  judicial  proceedings  relative to the Company or any other obligor on
the Debentures or their creditors,  or affecting their property.  The Trustee is
hereby  irrevocably  appointed  (and the  successive  respective  holders of the
Debentures by taking and holding the same shall be  conclusively  deemed to have
so appointed the Trustee) the true and lawful attorney-in-fact of the respective
holders of the  Debentures,  with  authority to make and file in the  respective
names of the  holders  of the  Debentures  or on  behalf of the  holders  of the
Debentures as a class,  subject to deduction from any such claims of the amounts
of any claims  filed by any of the  holders of the  Debentures  themselves,  any
proof of debt, amendment of proof of debt, claim,  petition or other document in
any such proceedings and to receipt payment of any sums becoming distributable

                                       20
<PAGE>

on account thereof, and to execute any such other papers and documents and to do
and perform  any and all such acts and things for and on behalf of such  holders
of the Debentures as may be necessary or advisable in the opinion of the Trustee
in order to have the respective  claims of the Trustee and of the holders of the
Debentures  against the Company or its property  allowed in any such proceeding,
and to receive payment of or on account of such claims; provided,  however, that
nothing  contained in this Indenture  shall be deemed to give to the Trustee any
right to accept or consent to any plan of  reorganization or otherwise by action
of any character in any such  proceeding to waive or change in any way any right
of any Debentureholder.

            All rights of action and of asserting claims under this Indenture or
under  any of the  Debentures  may  be  enforced  by  the  Trustee  without  the
possession of any of the  Debentures or the  production  thereof 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 and as trustee of an express trust,
and any recovery of judgment shall,  after provision for payment of expenses and
of the reasonable  compensation,  disbursements and advances of the Trustee, its
agents and counsel, be for the ratable benefit of the holders of the Debentures,
subject to the provisions of this Indenture.

SECTION  7.05.  Application  of Moneys  Collected  by  Trustee.  Subject  to the
provisions  of Article  Thirteen  hereof,  any moneys  collected by the Trustee,
pursuant to Section 7.03, shall be applied in the order  following,  at the date
or dates fixed by the Trustee,  and, in case of the  distribution of such moneys
on account of principal or interest, upon presentation of the several Debentures
and stamping  thereon the payment,  if only  partially  paid, and upon surrender
thereof if fully paid:

                       FIRST:  To the payment of costs and expenses of
collection, and of all amounts payable to the Trustee under Section 8.06;

                       SECOND:  In case the principal of the Outstanding
Debentures  shall not have become due and be unpaid,  to the payment of interest
on the  Debentures,  in the order of the  maturity of the  installments  of such
interest,  with  interest (so far as may be lawful and if such interest has been
collected by the Trustee) upon the overdue  installments of interest at the rate
per annum expressed in the  Debentures,  such payments to be made ratably to the
persons entitled thereto, without discrimination or preference;

                       THIRD:  In case the principal of  the Outstanding
Debentures shall have become due, by declaration as authorized by this Indenture
or otherwise,  to the payment of the whole amount then owing and unpaid upon the
Debentures  for principal and interest,  with interest on the overdue  principal
and (so far as may be lawful  and if such  interest  has been  collected  by the
Trustee) upon overdue  installments  of interest at the rate per annum expressed
in the Debentures;  and in case such moneys shall be insufficient to pay in full
the whole amount so due and unpaid upon the  Debentures,  then to the payment of
such  principal and interest,  without  preference or priority of principal over
interest or of interest over  principal or of any  installment  of interest over
any other installment of interest, or of any Debenture over any other Debenture,
ratably to the aggregate of such principal and accrued and unpaid interest; and

                                       21
<PAGE>

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

SECTION 7.06. Limitation on Suits by Holders of Debentures.  Except as otherwise
expressly  provided in this Article,  no holder of any Debenture  shall have any
right by virtue or by availing  itself of any  provision  in this  Indenture  or
otherwise to institute  any suit,  action or proceeding in equity or at law upon
or under or with respect to this Indenture, for the appointment of a receiver or
trustee, for the execution of any trust or power hereof, or for any other remedy
hereunder, unless:

(1) the  holders  of not less  than 25% in  aggregate  principal  amount  of the
Debentures  then  Outstanding,  shall have made written request upon the Trustee
either to proceed to exercise  the powers  hereinbefore  granted or to institute
such action, suit, or proceeding in its own name as Trustee hereunder,  and such
holders  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;

(2) the Trustee within a reasonable time (that in no event shall be less than 60
days) after its receipt of such notice,  request and offer of  indemnity,  shall
have failed to proceed to exercise  such powers or to institute any such action,
suit or proceeding; and

(3) no direction  inconsistent  with such written  request has been given to the
Trustee  during  such 60-day  period by the  holders of a majority in  principal
amount of the Debentures then Outstanding, it being understood and intended, and
being expressly covenanted by the taker and holder of every Debenture with every
other  taker  and  holder  and  the  Trustee,  that no one or  more  holders  of
Debentures  shall have any right in any manner whatever by virtue or by availing
of any provision of this Indenture to affect, disturb or prejudice the rights of
the  holders  of any  other of such  Debentures,  or to obtain or seek to obtain
priority over or  preference  to any other such holder,  or to enforce any right
under this  Indenture,  except in the manner herein  provided and for the equal,
ratable and common benefit of all holders of Debentures.  For the protection and
enforcement  of the provisions of this Section,  each and every  Debentureholder
and the Trustee  shall be entitled to such relief as can be given  either at law
or in equity.

Nothing herein contained shall,  however,  affect or impair the right,  which is
absolute and unconditional,  of any  Debentureholder to receive and to institute
suit to enforce,  the payment of the principal of and interest on his Debentures
at and  after  the  respective  due  dates  (including  maturity,  by  call  for
redemption  or by  declaration  pursuant  to this  Indenture  that  has not been
rescinded  pursuant to the  provisions  of Section  7.01,  or otherwise) of such
principal or interest, or the obligation of the Company,  which is also absolute
and  unconditional,  to  pay  the  principal  of and  interest  on  each  of the
Debentures  to the  respective  holders  thereof  at the times and places in the
Debentures expressed.

SECTION 7.07. Delay or Omission in Exercise of Rights Not Waiver of Default.  No
delay or omission of the  Trustee or of any holder of any of the  Debentures  to

                                       22
<PAGE>

exercise any right or power  accruing upon any Event of Default 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 7.04, every
power and remedy given by this Article  Seven or by law to the Trustee or to the
Debentureholders  may be exercised  from time to time,  and as often as shall be
deemed expedient, by the Trustee or by the Debentureholders.

SECTION 7.08.  Right of Holders of Majority in Principal Amount of Debentures to
Direct  Trustee and Waive  Defaults.  Subject to the provisions of Sections 8.0l
and 8.02,  the  holders  of a  majority  in  aggregate  principal  amount of the
Debentures at the time Outstanding,  determined in accordance with Section 9.04,
shall have the right to direct  the time,  method  and place of  conducting  any
proceeding for any remedy  available to the Trustee,  or exercising any trust or
power conferred on the Trustee, provided, however, that such direction shall not
be otherwise than in accordance  with law and the provisions of this  Indenture,
and the Trustee shall have the right, subject to the provisions of Section 8.01,
to decline to follow any such direction if the Trustee  shall,  being advised by
counsel,  determine that the action so directed may not be lawfully taken, or if
the Trustee in good faith  shall,  by a  Responsible  Officer or officers of the
Trustee,  determine  that the proceeding so directed would be illegal or involve
it in  personal  liability  or that the  action  so  directed  would  be  unduly
prejudicial to the holders of Debentures not taking part in such direction;  and
provided,  further, that nothing in this Indenture shall impair the right of the
Trustee  to take  any  action  deemed  proper  by the  Trustee  and  that is not
inconsistent  with  such  direction  by  the  Debentureholders.   Prior  to  the
declaration  of the maturity of the  Debentures as provided in Section 7.01, the
holders of a majority in aggregate  principal  amount of the  Debentures  at the
time  Outstanding,  determined in accordance with Section 9.04, may on behalf of
the holders of all of the  Debentures  waive any past default  hereunder and its
consequences, except a default in the payment of the principal of or interest on
any of the Debentures.  In the case of any such waiver, the Company, the Trustee
and the holders of the  Debentures  shall be restored to their former  positions
and rights  hereunder,  respectively;  but no such  waiver  shall  extend to any
subsequent or other default or impair any right consequent thereon.

SECTION 7.09.  Trustee to Give Notice of Defaults  Known to It, but May Withhold
in Certain  Circumstances.  The  Trustee  shall,  within  ninety  days after the
occurrence of a default (or within ten days of the Trustee's receipt of a demand
or written request from not less than 25% in aggregate  principal  amount of the
Debentures then  Outstanding to take action under this  Indenture),  give to the
Debentureholders,  in the manner and to the extent provided in subsection (c) of
Section 6.04 with respect to reports  pursuant to subsection (a) of said Section
6.04,  notice of all defaults  known to the Trustee,  unless such defaults shall
have been cured  before the giving of such notice (the term  "defaults"  for the
purposes of this  Section  being  hereby  defined to be the events  specified in
clauses (a),  (b),  (c), (d) and (e), of Section  7.0l,  not  including  (i) any
periods of grace provided for therein and (ii) the written  notice  specified in
clause (c) of Section 7.0l);  provided,  that,  except in the case of default in
the  payment of the  principal  of or  interest  on any of the  Debentures,  the
Trustee  shall be  protected  in  withholding  such notice if and so long as the
board of directors,  the executive committee,  or a trust committee of directors
and/or  Responsible  Officers,  of the Trustee in good faith determines that the
withholding of such notice is in the interests of the Debentureholders.

                                       23
<PAGE>


SECTION 7.10.  Requirement  of  Undertaking  to Pay Costs in Certain Suits Under
Indenture or Against  Trustee.  All parties to this  Indenture  agree,  and each
holder  of any  Debenture  by his  acceptance  thereof  shall be  deemed to have
agreed,  that  any  court  may in its  discretion  require,  in any suit for the
enforcement of any right or remedy under this Indenture,  or in any suit against
the Trustee  for any action  taken,  suffered  or omitted by it as Trustee,  the
filing by any party  litigant in such suit of an undertaking to pay the costs of
such suit, and that such court may in its discretion  assess  reasonable  costs,
including  reasonable  attorney's fees, against any party litigant in such suit,
having due regard to the merits and good faith of the claims or defenses made by
such party  litigant;  provided,  that the  provisions of this Section shall not
apply to any suit  instituted  by the  Trustee,  to any suit  instituted  by any
Debentureholder,  or group of  Debentureholders,  holding in the aggregate  more
than 10% in  principal  amount  of the  Debentures  Outstanding,  or to any suit
instituted  by any  Debentureholder  for the  enforcement  of the payment of the
principal of or interest on any Debenture, on or after the due date expressed in
such Debenture.

SECTION 7.11.  Unconditional Right of Holders to Receive Principal and Interest.
Notwithstanding  any  other  provision  in this  Indenture,  the  holder  of any
Debentures shall have the right, which is absolute and unconditional, to receive
payment  of the  principal  of and  interest  on such  Debentures  on the stated
maturities  expressed  in such  Debentures  (or,  in the case of  redemption  or
repurchase,  on the Redemption Date or Repurchase Date, as the case may be), and
to institute suit for the enforcement of any such payment, and such rights shall
not be impaired without the consent of such holder.

SECTION 7.12.  Restoration of Rights and Remedies.  If the Trustee or any holder
of a Debenture  has  instituted  any  proceeding  to enforce any right or remedy
under this Indenture and such proceeding has been  discontinued or abandoned for
any reason,  or has been determined  adversely to the Trustee or to such holder,
then and in every such case,  subject to any  determination  in such proceeding,
the  Company,  the  Trustee  and the  holders of  Debentures  shall be  restored
severally and  respectively to their former  positions  hereunder and thereafter
all rights and remedies of the Trustee and such holders shall continue as though
no such proceeding had been instituted.

SECTION 7.13. Rights and Remedies Cumulative.  Except as otherwise provided with
respect to the  replacement or payment of mutilated,  destroyed,  lost or stolen
Debentures  in the last  paragraph of Section  2.07,  no right or remedy  herein
conferred  upon or reserved to the  Trustee or to the holders of  Debentures  is
intended  to be  exclusive  of any other  right or remedy,  and every  right and
remedy shall,  to the extent  permitted by law, be cumulative and in addition to
every other right and remedy given hereunder or now or hereafter existing at law
or in equity or  otherwise.  The  assertion or employment of any right or remedy
hereunder,  or  otherwise,   shall  not  prevent  the  concurrent  assertion  or
employment of any other appropriate right or remedy.

SECTION 7.14. Waiver of Usury, Stay or Extension Laws. The Company covenants (to
the extent that it may lawfully do so) that it will not at any time insist upon,
or plead, or in any manner whatsoever claim or take the benefit or advantage of,
any usury, stay or extension law wherever enacted,  now or at any time hereafter
in force,  that may affect the covenants or the  performance of this  Indenture;
and the Company (to the extent that it may lawfully do so) hereby expressly

                                       24
<PAGE>


waives all benefit or advantage of any such law and  covenants  that it will not
hinder,  delay or impede  the  execution  or any  power  herein  granted  to the
Trustee,  but will suffer and permit the execution of every such power as though
no such law had been enacted.

                                  ARTICLE Eight

                             CONCERNING THE TRUSTEE

SECTION 8.01. Duty of Trustee Prior to and After Event of Default.  The Trustee,
prior to the  occurrence  of an Event of Default and after the curing or waiving
of all Events of Default  that may have  occurred,  undertakes  to perform  such
duties and only such duties as are specifically set forth in this Indenture.  In
case an Event of Default has  occurred  (which has not been cured or waived) the
Trustee  shall  exercise  such of the  rights  and  powers  vested in it by this
Indenture,  and use the same  degree of care and skill in their  exercise,  as a
prudent man would exercise or use under the  circumstances in the conduct of his
own affairs.

            The  Trustee   upon  receipt  of  all   resolutions,   certificates,
statements,  opinions, reports, documents, orders or other instruments furnished
to the Trustee  pursuant to any provision of this Indenture,  shall examine them
to determine whether they conform to the requirements of this Indenture.

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

(a) prior to the  occurrence  of an Event of  Default  and  after the  curing or
waiving of all such Events of Default that 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 certificates or opinions furnished to the
Trustee and conforming to the requirements of this Indenture;

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

(c) the Trustee shall not be personally liable with respect to any action taken,
suffered  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

                                       25
<PAGE>


Debentures  at the time  Outstanding  (determined  as provided in Section  9.04)
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.

SECTION 8.02.     Certain Rights of Trustee:

(a) the Trustee may rely and shall be  protected  in acting or  refraining  from
acting upon any  resolution,  Officers'  Certificate,  certificate  of a firm of
independent public accountants, or any other certificate, statement, instrument,
opinion, report, notice, request, consent, order, appraisal,  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 by the Company  mentioned  herein
shall be  sufficiently  evidenced  by an  instrument  signed  in the name of the
Company by the Chairman of the Board,  the President or a Vice President and the
Secretary or an Assistant  Secretary or the Treasurer or an Assistant  Treasurer
(unless other evidence in respect  thereof be herein  specifically  prescribed);
and any  resolution of the Board of Directors may be evidenced to the Trustee by
a copy  thereof  certified by the  Secretary  or an  Assistant  Secretary of the
Company;

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

(d) the Trustee  shall be under no  obligation  to exercise any of the trusts or
powers vested in it by this Indenture at the request,  order or direction of any
of the  Debentureholders,  pursuant to the provisions of this Indenture,  unless
such  Debentureholders  shall have offered to the Trustee reasonable security or
indemnity  against  the costs,  expenses  and  liabilities  that may be incurred
therein or thereby; nothing herein contained shall, however, relieve the Trustee
of the obligation, upon the occurrence of an Event of Default (that has not been
cured or waived) to exercise  such of the rights and powers vested in it by this
Indenture,  and to use the same degree of care and skill in their  exercise as a
prudent man would exercise or use under the  circumstances in the conduct of his
own affairs;

(e) the Trustee shall not be personally liable for any action taken, suffered 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  in the
absence of negligence by the Trustee;

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

                                       26
<PAGE>

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.  The reasonable  expense of every such examination  shall be paid by
the Company  or, if paid by the  Trustee,  shall be repaid by the  Company  upon
demand;

(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

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

(i) The  Trustee  shall not be  responsible  in any  manner  whatsoever  for the
validity or sufficiency  of the Collateral or for perfecting or maintaining  any
liens on such Collateral.

SECTION  8.03.  Trustee Not Liable for Recitals or Issuance of  Debentures.  The
recitals  contained herein and in the Debentures  (other than the certificate of
authentication  on the  Debentures)  shall  be taken  as the  statements  of the
Company,  and the Trustee assumes no  responsibility  for the correctness of the
same. The Trustee makes no  representations as to the validity or sufficiency of
this Indenture or of the  Debentures.  The Trustee shall not be accountable  for
the  use or  application  by the  Company  of  any of the  Debentures  or of the
proceeds of such  Debentures,  or for the use or  application of any moneys paid
over by the Trustee in accordance with any provision of this  Indenture,  or for
the use or application of any moneys received by any paying agent.

SECTION 8.04.  Trustee or Others May Hold Debentures.  The Trustee or any paying
agent or any Debenture Registrar,  in its individual or any other capacity,  may
become the owner or pledgee of Debentures  with the same rights it would have if
it were not Trustee or any paying agent or Debenture Registrar.

            The  Trustee may become and act as Trustee  under  other  indentures
under which other  securities,  or certificates of interest or  participation in
other  securities,  of the Company are  Outstanding  in the same manner as if it
were not Trustee or any paying agent or Debenture Registrar.

SECTION 8.05.  Moneys Held in Trust.  All moneys  received by the Trustee shall,
until used or applied as herein provided,  be held in trust for the purposes for
which they were received,  but 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 moneys  received by it  hereunder.  So long as no Event of Default  shall
have occurred and be continuing,  all interest  allowed on any such moneys shall
be paid from time to time upon the written  order of the Company,  signed by its
Chairman of the Board,  President  or a Vice  President  or its  Treasurer or an
Assistant Treasurer.

                                       27
<PAGE>


SECTION 8.06.     Compensation, Reimbursement and Indemnity.
                  -----------------------------------------

(a)      The Company covenants and agrees

(1) to pay to the Trustee from time to time,  and the Trustee  shall be entitled
to, reasonable  compensation (which shall not be limited by any provision of law
in regard to the compensation of a trustee of an express trust) for all services
rendered by it in the execution of the trusts hereby created and in the exercise
and performance of any of the powers and duties hereunder of the Trustee; and

(2) to 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 any such expense,  disbursement
or advance as may arise from its negligence or bad faith.

(b) The Company will  indemnify  the Trustee for, and hold it harmless  against,
any loss,  liability or expense incurred without  negligence or bad faith on the
part of the Trustee and arising out of or in connection  with the  acceptance or
administration  of this trust,  including  the costs and  expenses of  defending
itself against any claim of liability in the premises.

The  provisions of this Section shall survive the  termination of this Indenture
or the earlier resignation or removal of the Trustee.

          To secure the Company's  obligation  under this  Section,  the Trustee
shall have a lien prior to the  Debentures  upon all money or  property  held or
collected by the Trustee in its  capacity as Trustee,  except for such money and
property  which is held in  trust  to pay  principal  (and  premium,  if any) or
interest on particular Debentures.

          When the Trustee incurs any expenses or renders any services after the
occurrence of an Event of Default specified in Section 7.01(d) or 7.01(e),  such
expenses and the  compensation  for such  services  are  intended to  constitute
expenses of administration  under the United States Bankruptcy Code (Title 11 of
the United  States  Code) or any similar  federal or state law for the relief of
debtors, subject to court approval.

SECTION  8.07.  Right of Trustee to Rely on  Officers'  Certificates.  Except as
otherwise provided in Section 8.01, whenever in the administration of the trusts
of this Indenture the Trustee shall deem it necessary or desirable that a matter
be proved or  established  prior to taking,  suffering  or  omitting  any action
hereunder,  such matter  (unless  other  evidence  in respect  thereof be herein
specifically prescribed) may be deemed to be conclusively proved and established
by an Officers'  Certificate,  and such certificate shall be full warrant to the
Trustee for any action taken,  suffered or omitted by it under the provisions of
this Indenture upon the faith thereof.

SECTION  8.08.  Conflicting  Interests.  When this  Indenture is governed by the
Trust Indenture Act, if the Trustee has or shall acquire a conflicting  interest
within the meaning of Section  310(b) of the Trust  Indenture  Act,  the Trustee

                                       28
<PAGE>

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 and this
Indenture.  In  determining  whether the Trustee has  conflicting  interests  as
defined  in  Section  310(b)(1)  of the  Trust  Indenture  Act,  the  provisions
contained in the proviso to said Section 310(b)(1) shall be deemed  incorporated
herein.

SECTION  8.09.  Notice of Default.  Within 90 days after the  occurrence  of any
default hereunder as to which the Trustee has received written notice (or within
10 days of the  Trustee's  receipt of a demand or written  request from not less
than 25% in aggregate  principal  amount of the Debentures  then  Outstanding to
take action  under this  Indenture),  the  Trustee  shall give to all holders of
Debentures,  in the manner provided in Section 6.04(c),  notice of such default,
unless such default shall have been cured or waived;  provided,  however,  that,
except in the case of a default in the payment of the  principal of, or interest
on any Debentures,  the Trustee shall be protected in withholding such notice if
and so long as the  board of  directors,  the  executive  committee,  or a trust
committee  of  directors  or  Responsible  Officers of the Trustee in good faith
determine that the withholding of such notice is in the interest of the holders.
For the purpose of this Section,  the term "default" means any event that is, or
after  notice or lapse of time or both would  become,  an Event of Default.  The
proviso  to the first  sentence  of this  Section  8.09  shall be in lieu of the
proviso to Section  315(b) of the Trust  Indenture  Act, which latter proviso is
hereby expressly excluded from this Indenture.

SECTION 8.10.  Requirements  for Eligibility of Trustee.  The Trustee  hereunder
shall at all times be a corporation  organized and doing business under the laws
of the United  States or any State or  Territory  or of the District of Columbia
authorized under such laws to exercise corporate trust powers, having a combined
capital  and  surplus  of  at  least  $1,000,000,   subject  to  supervision  or
examination by federal, State,  Territorial,  or District of Columbia authority.
If such corporation  publishes reports of condition at least annually,  pursuant
to  law  or to  the  requirements  of the  aforesaid  supervising  or  examining
authority,  then for the  purposes of this  Section,  the  combined  capital and
surplus  of such  corporation  shall be deemed to be its  combined  capital  and
surplus as set forth in its most recent  report of  condition so  published.  In
case at any time the Trustee shall cease to be eligible in  accordance  with the
provisions of this Section,  the Trustee shall resign  immediately in the manner
and with the effect specified in Section 8.11.

SECTION  8.11.  Resignation  and Removal of Trustee;  Appointment  of Successor.
(a)The Trustee, or any successor hereafter appointed, may at any time resign and
be discharged  from the trust hereby  created by mailing  notice  thereof to the
Company  and to the  Debentureholders  whose names and  addresses  appear in the
information  preserved  at the  time  by the  Trustee  in  accordance  with  the
provisions  of Section  6.02(a).  Any  resignation  by the Trustee  shall not be
effective   until  a  successor  has  been   appointed  and  has  accepted  such
appointment.  Upon  receiving  such notice of  resignation,  the  Company  shall
promptly  appoint a successor  trustee by written  instrument  setting forth the
name and address of the successor  trustee,  in duplicate,  executed by order of
the Board of Directors,  one copy of which  instrument shall be delivered to the
resigning  Trustee  together  with a copy  to the  successor  trustee  and  each
Debenture  holder. If no successor trustee shall have been so appointed and have
accepted  appointment  within  30 days  after  the  mailing  of such  notice  of
resignation   the  resigning   Trustee  may  petition  any  court  of  competent
jurisdiction for the appointment of a successor trustee,  or any Debentureholder
who has been a bona fide holder of a Debenture or Debentures for at least six

                                       29
<PAGE>

months may,  subject to the provisions of Section 7.10, 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 8.08 after
written request therefor by the Company or by any Debentureholder who has been a
bona fide holder of a Debenture or Debentures for at least six months;

(2) the Trustee shall cease to be eligible in accordance  with the provisions of
Section  8.10 and shall fail to resign  after  written  request  therefor by the
Company or by any such Debentureholder; or

(3) the  Trustee  shall  become  incapable  of acting,  or shall be  adjudged as
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 the
provisions of Section 7.10, any  Debentureholder who has been a bona fide holder
of a Debenture or  Debentures  for at least six months may, on behalf of himself
and all others similarly situated,  petition any court of competent jurisdiction
for the removal of the Trustee and the appointment of a successor trustee.  Such
court may  thereupon  after  such  notice,  if any,  as it may deem  proper  and
prescribe, remove the Trustee and appoint a successor trustee.

(c) The holders of a majority in aggregate principal amount of the Debentures at
the time  Outstanding may at any time remove the Trustee and appoint a successor
trustee.

(d) Any resignation or removal of the Trustee and any appointment of a successor
trustee pursuant to any of the provisions of this Section shall become effective
upon  acceptance of appointment by the successor  trustee as provided in Section
8.12.

SECTION  8.12.  Acceptance  by  Successor  to  Trustee.  Any  successor  trustee
appointed as provided in Section 8.11 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 fully vested with all the
rights, powers, duties and obligations of its predecessor  hereunder,  with like
effect as if originally named as trustee herein. The predecessor  trustee,  upon
payment to it of all amounts due it under Section 8.06 shall,  nevertheless,  at
the written request of the successor trustee,  pay over to the successor trustee
all moneys at the time held by it hereunder; and the Company and the predecessor

                                       31
<PAGE>

trustee shall execute and deliver such  instruments  and do such other things as
may  reasonably be required for more fully and certainly  vesting and confirming
in the successor trustee all such rights, powers, duties and obligations.

            No successor  trustee shall accept  appointment  as provided in this
Section unless at the time of such  acceptance  such successor  trustee shall be
qualified under the provisions of Section 8.08 and eligible under the provisions
of Section 8.10.

            Upon acceptance of appointment by a successor trustee as provided in
this Section,  the Company  shall mail notice of the  succession of such trustee
hereunder to all  Debentureholders  at their last  addresses  appearing upon the
registry books.

SECTION 8.13.  Successor to Trustee by Merger or  Consolidation or Succession to
Business.  Any corporation into which the Trustee may be merged or with which it
may  be  consolidated,   or  any  corporation   resulting  from  any  merger  or
consolidation  to  which  the  Trustee  shall  be a  party,  or any  corporation
succeeding to the business of the Trustee, shall be the successor of the Trustee
hereunder,  provided such corporation shall be qualified under the provisions of
Section 8.08 and eligible  under the  provisions  of Section  8.10,  without the
execution  or filing of any paper or any  further  act on the part of any of the
parties hereto, anything herein to the contrary notwithstanding.

SECTION 8.14.  Authenticating  Agents.  The Trustee may, with the consent of the
Company, appoint an additional  authenticating agent or agents acceptable to the
Company  with  respect to the  Debentures  which shall be  authorized  to act on
behalf of the  Trustee  to  authenticate  Debentures  issued  upon  exchange  or
substitution  pursuant to this Indenture.  (Each such agent  hereinafter  called
"Authenticating Agent").

            Debentures   authenticated  by  an  Authenticating  Agent  shall  be
entitled to the benefits of this Indenture and shall be valid and obligatory for
all purposes as if authenticated by the Trustee  hereunder,  and every reference
in this  Indenture  to the  authentication  and  delivery of  Debentures  by the
Trustee  or the  Trustee's  certificate  of  authentication  shall be  deemed to
include   authentication   and   delivery   on  behalf  of  the  Trustee  by  an
Authenticating  Agent and a certificate of authentication  executed on behalf of
the  Trustee by an  Authenticating  Agent.  Each  Authenticating  Agent shall be
subject to  acceptance  by the Company  and shall at all times be a  corporation
organized and doing business under the laws of the United States of America, any
State thereof, or the District of Columbia, authorized under such laws to act as
Authenticating  Agent and subject to supervision or examination by government or
other fiscal authority. If at any time an Authenticating Agent shall cease to be
eligible  in  accordance   with  the  provisions  of  this  Section  8.14,  such
Authenticating  Agent shall resign immediately in the manner and with the effect
specified in this Section 8.14.

            Any corporation into which an Authenticating  Agent may be merged or
converted or with which it may be  consolidated,  or any  corporation  resulting
from any merger,  conversion or consolidation to which such Authenticating Agent
shall be a party,  or any  corporation  succeeding  to the  corporate  agency or
corporate  trust business of an  Authenticating  Agent,  shall continue to be an
Authenticating  Agent,  provided such  corporation  shall be otherwise  eligible
under this  Section  8.14,  without the  execution or filing of any paper or any
further act on the part of the Trustee or the Authenticating Agent.

            An  Authenticating  Agent may  resign at any time by giving  written
notice  thereof to the Trustee and to the  Company.  The Trustee may at any time
terminate the agency of an Authenticating Agent by giving written notice thereof
to such Authenticating Agent and to the Company. Upon receiving such a notice of
resignation  or  upon  such  a  termination,   or  in  case  at  any  time  such
Authenticating  Agent  shall  cease  to  be  eligible  in  accordance  with  the
provisions  of  this  Section   8.14,   the  Trustee  may  appoint  a  successor
Authenticating  Agent that shall be subject to  acceptance  by the Company.  Any
successor  Authenticating  Agent upon  acceptance of its  appointment  hereunder
shall become  vested with all the rights,  powers and duties of its  predecessor
hereunder,  with like effect as if originally named as an Authenticating  Agent.
No successor  Authenticating  Agent shall be appointed unless eligible under the
provisions of this Section 8.14.

            The Company agrees to pay to each Authenticating  Agent from time to
time reasonable compensation for its services under this Section 8.14.

            If  an  Authenticating  Agent  is  appointed  with  respect  to  the
Debentures  pursuant to this Section  8.14,  the  Debentures  may have  endorsed
thereon,  in  addition  to  or  in  lieu  of  the  Trustee's   certification  of
authentication,  an alternative  certificate of  authentication in the following
form:

            "This is one of the Debentures  referred to in the  within-mentioned
Indenture.

Dated:                  [                    ]
                       as Trustee
                       By [Authenticating agent].
                       as Authenticating Agent

                       By______________________________
                       Authorized Signatory"

In case any Debentures shall have been authenticated,  but not delivered, by the
Trustee then in office, any successor by merger,  conversion or consolidation to
such  authenticating  Trustee  may adopt such  authentication  and  deliver  the
Debentures so  authenticated  with the same effect as if such successor  trustee
had itself authenticated such Debentures.

SECTION 8.15.  Preferential Collection of Claims Against Company. (a) Subject to
the  provisions  of  subsection  (b) of  this  Section,  if the  Trustee  in its
individual capacity shall be or shall become a creditor, directly or indirectly,
secured or unsecured,  of the Company or of any other obligor on the  Debentures
within  three months prior to a default,  as defined in  subsection  (c) of this
Section,  or subsequent to such a default,  then,  unless and until such default
shall be cured,  the Trustee  shall set apart and hold in a special  account for
the benefit of the Trustee  individually,  the holders of the Debentures and the
holders of other  indenture  securities  (as defined in  subsection  (c) of this
Section):

                                       32
<PAGE>


(1) an amount equal to any and all  reductions  in the amount due and owing upon
any claim as such creditor in respect of principal or interest,  effected  after
the beginning of such three months'  period and valid as against the Company and
its other  creditors,  except any such  reduction  resulting from the receipt or
disposition of any property  described in paragraph (2) of this  subsection,  or
from the exercise of any right of set-off which the Trustee could have exercised
if a petition in  bankruptcy  had been filed by or against the Company  upon the
date of such default; and

(2) all  property  received  by the  Trustee  in  respect  of any  claim as such
creditor,  either  as  security  therefor,  or in  satisfaction  or  composition
thereof,  or otherwise,  after the beginning of such three months' period, or an
amount equal to the  proceeds of any such  property,  if disposed  of,  subject,
however,  to the rights,  if any, of the Company and its other creditors in such
property or such proceeds.

            Nothing  herein  contained,  however,  shall affect the right of the
Trustee:

                                    (A)     to retain for its own account (i)
payments  made on  account  of any such  claim  by any  person  (other  than the
Company) who is liable  thereon,  and (ii) the proceeds of the bona fide sale of
any such claim by the Trustee to a third person, and (iii) distributions made in
cash,  securities,  or other  property  in respect of claims  filed  against the
Company in bankruptcy  or  receivership  or in  proceedings  for  reorganization
pursuant to the Bankruptcy Code or applicable State law;

                                    (B)     to realize, for its own account,
upon any property  held by it as security for any such claim,  if such  property
was so held prior to the beginning of such three months' period;

                                    (C)     to realize, for its own account, but
only to the extent of the claim hereinafter mentioned, upon any property held by
it as security for any such claim, if such claim was created after the beginning
of such a three  months'  period and such  property  was  received  as  security
therefor  simultaneously  with the creation  thereof,  and if the Trustee  shall
sustain the burden of proving that at the time such property was so received the
Trustee  had no  reasonable  cause to  believe  that a  default,  as  defined in
subsection (c) of this Section, would occur within three months; or

                                    (D)     to receive payment on any claim
referred to in paragraph (B) or (C), against the release of any property held as
security  for such claim as provided in such  paragraph  (B) or (C), as the case
may be, to the extent of the fair value of such property.

For the purposes of paragraphs (B), (C), and (D), property substituted after the
beginning of such a three  months'  period for property  held as security at the
time of such substitution shall, to the extent of the fair value of the property
released, have the same status as the property released, and, to the extent that
any claim  referred to in any of such  paragraphs is created in renewal of or in
substitution  for or for the purpose of repaying or refunding  any  pre-existing
claim of the Trustee as such creditor,  such claim shall have the same status as
such pre-existing claim.

                                       33
<PAGE>

            If the Trustee shall be required to account,  the funds and property
held in such  special  account and the  proceeds  thereof  shall be  apportioned
between the Trustee,  the  Debentureholders  and the holders of other  indenture
securities in such manner that the Trustee, the Debentureholders and the holders
of other indenture securities realize, as a result of payments from such special
account  and  payments  of  dividends  on claims  filed  against  the Company in
bankruptcy or receivership or in proceedings for reorganization  pursuant to the
Bankruptcy Code or applicable State law, the same percentage of their respective
claims, figured before crediting to the claim of the Trustee anything on account
of the receipt by it from the Company of the funds and  property in such special
account  and before  crediting  to the  respective  claims of the  Trustee,  the
Debentureholders  and the holders of other  indenture  securities  dividends  on
claims filed against the Company in bankruptcy or receivership or in proceedings
for reorganization  pursuant to the Bankruptcy Code or applicable State law, but
after crediting  thereon receipts on account of the indebtedness  represented by
their respective claims from all sources other than from such dividends and from
the  funds  and  property  so  held  in such  special  account.  As used in this
paragraph,  with respect to any claim,  the term  "dividends"  shall include any
distribution  with respect to such claim,  in bankruptcy or  receivership  or in
proceedings  for  reorganization  pursuant to the Bankruptcy  Code or applicable
State law,  whether  such  distribution  is made in cash,  securities,  or other
property,  but shall not  include  any such  distribution  with  respect  to the
secured  portion,  if any,  of such claim.  The court in which such  bankruptcy,
receivership or proceeding for reorganization is pending shall have jurisdiction
(i) to apportion between the Trustee,  the  Debentureholders  and the holders of
other indenture securities, in accordance with the provisions of this paragraph,
the funds and property held in such special account and the proceeds thereof, or
(ii)  in lieu  of  such  apportionment,  in  whole  or in  part,  to give to the
provisions of this paragraph due  consideration  in determining  the fairness of
the  distributions  to be  made to the  Trustee,  the  Debentureholders  and the
holders of other indenture  securities with respect to their respective  claims,
in which event it shall not be  necessary  to liquidate or to appraise the value
of any securities or other property held in such special  account or as security
for any such claim, or to make a specific  allocation of such  distributions  as
between the secured and unsecured portions of such claims, or otherwise to apply
the provisions of this paragraph as a mathematical formula.

            Any Trustee who has resigned or been removed  after the beginning of
such a three months period shall be subject to the provisions of this subsection
(a) as though such  resignation or removal had not occurred.  If any Trustee has
resigned or been removed prior to the  beginning of such a three months  period,
it shall be subject to the provisions of this  subsection (a) if and only if the
following conditions exist:

                                             (i)        the receipt of property
or reduction of claim that would have given rise to the  obligation  to account,
if such Trustee had continued as trustee,  occurred  after the beginning of such
three months period; and

                                             (ii)       such receipt of
property  or  reduction  of  claim  occurred  within  three  months  after  such
resignation or removal.

                                       34
<PAGE>

                       (b)        There shall be excluded from the operation of
subsection (a) of this Section a creditor relationship arising from

                                  (1)        the ownership or acquisition of
securities  issued under any indenture,  or any security or securities  having a
maturity of one year or more at the time of acquisition by the Trustee;

                                  (2)        advances authorized by receivership
or bankruptcy  court of competent  jurisdiction,  or by this Indenture,  for the
purpose of preserving any property that shall at any time be subject to the lien
of  this  Indenture  or of  discharging  tax  liens  or  other  prior  liens  or
encumbrances  thereon,  if  notice  of  such  advance  and of the  circumstances
surrounding the making thereof is given to the  Debentureholders at the time and
in the manner provided in Section 6.04 of this Indenture;

                                  (3)        disbursements made in the ordinary
course of  business  in the  capacity of trustee  under an  indenture,  transfer
agent, registrar,  custodian, paying agent, fiscal agent or depositary, or other
similar capacity;

                                  (4)        an  indebtedness created as a
result of services rendered or premises rented; or an indebtedness  created as a
result  of  goods  or  securities  sold  in a cash  transaction  as  defined  in
subsection (c) of this Section;

                                  (5)        the ownership of stock or of other
securities of a corporation  organized  under the provisions of Section 25(a) of
the Federal Reserve Act, as amended,  which is directly or indirectly a creditor
of the Company; or

                                  (6)        the acquisition, ownership,
acceptance  or  negotiation  of any drafts,  bills of exchange,  acceptances  or
obligations which fall within the  classification of  self-liquidating  paper as
defined in subsection (c) of this Section.

                       (c)        Solely for purposes of this Section, as used
in this Section:

                                  (1)        The term "default" shall mean any
failure to make payment in full of the  principal of or interest upon any of the
Debentures or upon the other indenture  securities when and as such principal or
interest becomes due and payable.

                                  (2)        The term "other indenture
securities"  shall  mean  securities  upon which the  Company is an obligor  (as
defined  in the  Trust  Indenture  Act of  1939)  outstanding  under  any  other
indenture  (A) under  which the  Trustee  is also  trustee,  (B) which  contains
provisions  substantially  similar to the  provisions of subsection  (a) of this
Section,  and (C) under which a default exists at the time of the  apportionment
of the funds and property held in said special account.

                                  (3)        The term "cash transaction" shall
mean any  transaction in which full payment for goods or securities sold is made

                                       35
<PAGE>

within seven days after  delivery of the goods or  securities  in currency or in
checks or other orders drawn upon banks or bankers and payable upon demand.

                                  (4)        The term "self-liquidating paper"
shall mean any draft, bill of exchange,  acceptance or obligation which is made,
drawn,  negotiated  or incurred by the Company for the purpose of financing  the
purchase, processing,  manufacture, shipment, storage or sale of goods, wares or
merchandise and which is secured by documents  evidencing  title to,  possession
of, or a lien upon,  the  goods,  wares or  merchandise  or the  receivables  or
proceeds  arising from the sale of the goods,  wares or  merchandise  previously
constituting  the  security,  provided  the  security is received by the Trustee
simultaneously  with the creation of the creditor  relationship with the Company
arising from the making, drawing, negotiating or incurring of the draft, bill of
exchange, acceptance or obligation.

                                  (5)        The term "Company" shall mean any
obligor upon the Debentures.

                                  ARTICLE Nine

                         CONCERNING THE DEBENTUREHOLDERS

SECTION  9.01.  Evidence of Action Taken by  Debentureholders.  Whenever in this
Indenture it is provided that the holders of a specified percentage in aggregate
principal amount of the Debentures may take any action  (including the making of
any demand or request, the giving of any notice, consent or waiver or the taking
of any other  action),  the fact that at the time of taking any such  action the
holders of such specified percentage have joined therein may be evidenced (a) by
any  instrument  or any number of  instruments  of  similar  tenor  executed  by
Debentureholders  in person or by attorney or proxy appointed in writing, or (b)
by the  record of the  holders  of  Debentures  voting in favor  thereof  at any
meeting  of  Debentureholders  duly  called  and  held in  accordance  with  the
provisions  of  Article  Ten,  or (c) by a  combination  of such  instrument  or
instruments and any such record of such a meeting of Debentureholders.

SECTION 9.02.  Proof of Execution of  Instruments  and of Holding of Debentures.
Subject  to the  provisions  of  Section  8.01,  proof of the  execution  of any
instrument  by a  Debentureholder  or his  attorney  or proxy  and  proof of the
holding  by any  person of any of the  Debentures  shall be  sufficient  for any
purpose of this Indenture if made in the following manner:

(a) The fact and date of the execution by any such person of any  instrument may
be proven by the  certificate  of any  notary  public  or other  officer  of any
jurisdiction  of or within  the  United  States of  America  authorized  to take
acknowledgment of deeds, that the person executing such instrument  acknowledged
to him the execution thereof,  or by an affidavit of a witness to such execution
sworn to before any such notary or other such  officer,  or by any other  method
deemed appropriate by the Trustee; and

(b) The  ownership  of  Debentures  shall be  proven  by the  registers  of such
Debentures or by a certificate  of any duly  appointed  registrar  thereof.  The
Trustee shall not be bound to recognize any person as a  Debentureholder  unless

                                       36
<PAGE>

and  until his title to the  Debentures  held by him is proved in the  manner in
this Article  provided.  The record of any  Debentureholders'  meeting  shall be
proven in the manner  provided in Section  10.06.  The Trustee may require  such
additional  proof of any  matter  referred  to in this  Section as it shall deem
necessary.

SECTION 9.03.  Registered Holders of Debentures May be Treated as Owners.  Prior
to due presentment for registration of transfer,  the Company,  the Trustee, any
paying agent and any Debenture  Registrar may deem and treat the person in whose
name any  Debenture  shall be  registered  upon the books of the  Company as the
absolute owner of such Debenture (whether or not such Debenture shall be overdue
and  notwithstanding any notice of ownership or writing thereon made by anyone),
for the purpose of  receiving  payment of or on account of the  principal of and
interest on such Debenture and for all other  purposes,  and neither the Company
nor the  Trustee  nor any  paying  agent nor any  Debenture  Registrar  shall be
affected by any notice to the  contrary.  All such  payments so made to any such
registered holder, for the time being or upon his order, shall be valid, and, to
the extent of the sum or sums so paid,  effectual to satisfy and  discharge  the
liability for moneys payable upon any such Debenture.

SECTION 9.04. Debentures Owned by Company Deemed Not Outstanding. In determining
whether the holders of the requisite  aggregate  principal  amount of Debentures
have  concurred  in any  direction,  consent  or waiver  under  this  Indenture,
Debentures  that are owned by the Company or any other obligor on the Debentures
or by any person  directly or indirectly  controlling  or controlled by or under
direct or indirect  common  control with the Company or any other obligor on the
Debentures shall be disregarded and deemed not to be Outstanding for the purpose
of any such  determination,  except that for the purpose of determining  whether
the Trustee  shall be  protected  in relying on any such  direction,  consent or
waiver  only  Debentures  that  the  Trustee  knows  are so  owned  shall  be so
disregarded.  Debentures  so owned  that have been  pledged in good faith may be
regarded as Outstanding  for the purposes of this Section,  if the pledgee shall
establish to the  satisfaction  of the Trustee the pledgee's  right to vote such
Debentures  and  that  the  pledgee  is  not 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 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  9.05.  Action by  Debentureholders  Binds  Future  Holder.  Any demand,
request,  waiver,  consent  or vote of the  holder  of any  Debenture  shall  be
conclusive  and binding upon such holder and upon all future  holders and owners
of such Debenture,  and of any Debenture issued in exchange therefor or in place
thereof,  irrespective  of whether or not any notation in regard thereto is made
upon  such  Debenture.  Any  action  taken by the  holders  of the  majority  or
percentage in aggregate  principal  amount of the  Debentures  specified in this
Indenture in connection with such action shall be conclusively  binding upon the
Company, the Trustee and the holders of all the Debentures.

                                       37
<PAGE>

                                   ARTICLE Ten

                           ACTION BY DEBENTUREHOLDERS

SECTION  10.01.  Purposes  For  Which  Meetings  May Be  Called.  A  meeting  of
Debentureholders may be called at any time and from time to time pursuant to the
provisions of this Article for any of the following purposes:

(a) to give  any  notice  to the  Company  or to the  Trustee,  or to  give  any
directions to the Trustee, or to consent to the waiving of any default hereunder
and its  consequences,  or to take any other  action  authorized  to be taken by
Debentureholders pursuant to any of the provisions of Article Seven;

(b)      to remove the Trustee and appoint a successor trustee pursuant to the
provisions of Article Eight;

(c)      to consent to the execution of an indenture or indentures supplemental
hereto pursuant to the provisions of Section 11.02; or

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

SECTION 10.02.  Manner of Calling  Meetings.  The Trustee may at any time call a
meeting of Debentureholders to take any action specified in Section 10.01, to be
held at such time and at such place in the Borough of Manhattan,  City and State
of New York,  as the Trustee  shall  determine.  Notice of every  meeting of the
Debentureholders,  setting  forth the time and the place of such  meeting and in
general terms the action  proposed to be taken at such meeting,  shall be mailed
not  less  than  15  days  prior  to the  date  fixed  for  the  meeting  to the
Debentureholders  whose names and addresses appear in the information  preserved
at the time by the Trustee in accordance with the provisions of Section 6.02(a).

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

SECTION 10.03.  Call of Meetings by Company or Certain  Holders.  In case at any
time the Company,  pursuant to a resolution  of its Board of  Directors,  or the
holders of at least 20% in aggregate  principal  amount of the  Debentures  then
Outstanding,   shall  have   requested   the   Trustee  to  call  a  meeting  of
Debentureholders  to take any  action  specified  in Section  10.01,  by written
request  setting forth in reasonable  detail the action  proposed to be taken at
the meeting and the time and place in the Borough of  Manhattan,  City and State
of New York, for such meeting,  the Trustee shall mail notice of such meeting as
provided in Section  10.02  within 20 days after  receipt of such request if the
request is received at least 35 days before such meeting.

                                       38
<PAGE>


SECTION 10.04.  Persons Entitled to Vote At a Meeting. To be entitled to vote at
any meeting of  Debentureholders  a person  shall (a) be a holder of one or more
Debentures or (b) be a person appointed by an instrument in writing as proxy for
the holder or holders of Debentures by a holder of one or more  Debentures.  The
only  persons  who shall be entitled to be present or to speak at any meeting of
Debentureholders shall be the persons entitled to vote at such meeting and their
counsel  and  any  representatives  of the  Trustee  and  its  counsel  and  any
representatives of the Company and its counsel.

SECTION  10.05.  Quorum;  Action.  The  Persons  entitled  to vote a majority in
principal amount of the Outstanding Debentures shall constitute a quorum. In the
absence  of a  quorum  within  30  minutes  of the time  appointed  for any such
meeting, the meeting shall, if convened at the request of holders of Debentures,
be  dissolved.  In any other case,  the meeting may be adjourned for a period of
not less than 10 days as  determined by the chairman of the meeting prior to the
adjournment  of such meeting.  In the absence of a quorum at any such  adjourned
meeting,  such adjourned  meeting may be further adjourned for a period not less
than  10  days  as  determined  by the  chairman  of the  meeting  prior  to the
adjournment of such adjourned meeting (subject to repeated  applications of this
sentence).  Notice of the reconvening of any adjourned meeting shall be given as
provided in Section  10.02,  except that such notice need be given only once not
less than five days prior to the date on which the  meeting is  scheduled  to be
reconvened.  Notice of the  reconvening  of an  adjourned  meeting  shall  state
expressly the percentage of the principal  amount of the Outstanding  Debentures
which shall constitute a quorum.

            Subject  to  the  foregoing,  at  the  reconvening  of  any  meeting
adjourned for a lack of a quorum, the Persons entitled to vote not less than 35%
in principal amount of the Outstanding Debentures at the time shall constitute a
quorum for the  taking of any  action  set forth in the  notice of the  original
meeting.

            Except as otherwise  provided by the Trust Indenture Act, after this
Indenture is  qualified  thereunder,  at a meeting or an adjourned  meeting duly
reconvened and at which a quorum is present as aforesaid, any resolution and all
matters  (except  as  limited  by  the  provisos  to  Section  11.02)  shall  be
effectively  passed and decided if passed or decided by the Persons  entitled to
vote not less than a majority  in  principal  amount of  Outstanding  Debentures
represented and entitled to vote at such meeting.

            Any resolution  passed or decisions  taken at any meeting of holders
of Debentures  duly held in accordance with this Section shall be binding on all
the holders of Debentures, whether or not present or represented at the meeting.
The Trustee shall, in the name and at the expense of the Company, notify all the
holders of Debentures of any such  resolutions or decisions  pursuant to Section
10.05.

SECTION  10.06.  Determination  of Voting  Rights;  Conduct and  Adjournment  of
Meeting.  Notwithstanding any other provision of this Indenture, the Trustee may
make such  reasonable  regulations  as it may deem  advisable for any meeting of
Debentureholders,  in regard to proof of the  holding of  Debentures  and of the
appointment  of  proxies,  and  in  regard  to the  appointment  and  duties  of
inspectors of votes, the submission and examination of proxies, certificates and

                                       39
<PAGE>


other  evidence  of the right to vote,  and such other  matters  concerning  the
conduct of the meeting as it shall deem fit.  Except as  otherwise  permitted or
required by any such  regulations,  the holding of Debentures shall be proven in
the manner  specified in Section 9.02 and the  appointment of any proxy shall be
proven in the manner  specified in said Section 9.02 or by having the  signature
of the person executing the proxy witnessed or guaranteed by any bank,  bankers,
trust company, broker or dealer deemed by the Trustee to be satisfactory.

            The Trustee shall, by an instrument in writing,  appoint a temporary
chairman  of the  meeting,  unless the  meeting  shall  have been  called by the
Company or by  Debentureholders  as provided in Section 10.03, in which case the
Company or the  Debentureholders  calling the meeting, as the case may be, shall
in like  manner  appoint  a  temporary  chairman.  A  permanent  chairman  and a
permanent  secretary of the meeting shall be elected by vote of the holders of a
majority in principal  amount of the  Debentures  represented at the meeting and
entitled to vote.

            Subject to the  provisions  of Section  9.04,  at any  meeting  each
Debentureholder or proxy shall be entitled to one vote for each $1,000 principal
amount of Debentures,  provided,  however, that no vote shall be cast or counted
at any meeting in respect of any Debentures  challenged as not  Outstanding  and
ruled by the chairman of the meeting to be not Outstanding.  The chairman of the
meeting shall have no right to vote other than by virtue of  Debentures  held by
him or instruments in writing as aforesaid duly designating him as the person to
vote on behalf of other  Debentureholders.  Any meeting of Debentureholders duly
called  pursuant to the  provisions  of Section  10.02 or 10.03 may be adjourned
from time to time, and the meeting may be held as so adjourned  without  further
notice except as provided in Section 10.05.

SECTION 10.07.  Counting Votes and Recording  Action of Meetings.  The vote upon
any resolution submitted to any meeting of Debentureholders  shall be by written
ballots on which shall be subscribed the signatures of the holders of Debentures
or of their  representatives  by proxy.  The  permanent  chairman of the meeting
shall  appoint two  inspectors  of votes,  who shall count all votes cast at the
meeting  for or  against  any  resolution  and who shall  make and file with the
secretary  of the meeting  their  verified  written  reports in duplicate of all
votes cast at the  meeting.  A record in duplicate  of the  proceedings  of each
meeting of  Debentureholders  shall be prepared by the  secretary of the meeting
and  there  shall  be  attached  to said  record  the  original  reports  of the
inspectors of votes on any vote by ballot taken thereat and affidavits by one or
more persons having  knowledge of the facts,  setting forth a copy of the notice
of the meeting  and  showing  that said notice was mailed as provided in Section
10.02.  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  10.08.  Acts  of  Debentureholders  in  Writing.   Notwithstanding  the
provisions  hereinbefore  contained regarding meetings of Debentureholders,  any
request,  demand,  authorization,  direction,  notice,  consent, waiver or other
action provided by this Indenture to be given or taken by Debentureholders may

                                       40
<PAGE>

be embodied in and evidenced by one or more instruments of substantially similar
tenor signed by such Debentureholders in person or by an agent duly appointed in
writing;  and, except as herein otherwise expressly provided,  such action shall
become effective and binding upon all holders of Debentures when such instrument
or  instruments  are delivered to the Trustee and, where it is hereby or thereby
expressly  required,  to the Company or other applicable party. Where any action
by  Debentureholders  hereunder  requires a vote of the  Debentureholders,  such
action may be taken,  without notice and without a meeting,  by Debentureholders
holding an aggregate  principal amount of Outstanding  Debentures  sufficient to
approve such action at a meeting.  Such action  shall be  effective  when one or
more  consents,  signed by the holders of  Outstanding  Debentures  in an amount
sufficient to authorize  the action being taken,  are delivered to the Corporate
Trust Office of the Trustee.

SECTION 10.09.  Direction of Trustee  Relative to Appointment of Directors.  The
Company  agrees to give  notice  to the  Trustee  at least 45 days  prior to the
annual  meeting for election of directors of the Company,  and promptly upon the
resignation,  disability  or  death of a  director  that  was  appointed  by the
Trustee.  The Trustee shall,  within 10 days of its receipt of such notice, give
notice  to  the  Debentureholders  whose  names  and  addresses  appear  in  the
information  preserved  at the  time  by the  Trustee  in  accordance  with  the
provisions of Section  6.02(a),  requesting  direction as to the identity of all
directors that the Trustee is then entitled to appoint and noticing a meeting as
specified  in  Section  10.02,  which  shall be not less than 15 days  after the
mailing  date of such  notice,  for the purpose of  directing  the Trustee  with
regard to such  appointment(s).  Provided that the meeting was properly noticed,
the act of the Persons  entitled  to vote not less than a majority in  principal
amount  of  Outstanding  Debentures  represented  and  entitled  to vote at such
meeting or who have submitted written consents by the date of such meeting shall
constitute the direction of the Trustee.  Notwithstanding the foregoing,  in the
event the  required  majority  vote is not  achieved:  (i) the  Trustee,  in its
discretion,  (x) may select the Director or  Directors to be appointed  from the
nominees submitted or considered by the Debentureholders or, (y) if there are no
nominees  submitted  or  considered  by  the  Debentureholder,  may  select  the
person(s)  who will  serve as such  Director(s);  and (ii) the  Debentureholders
shall  indemnify and hold Trustee  harmless from any and all losses,  damages or
costs arising out of such selection.

SECTION 10.10.  No Delay.  Nothing in this Article  contained shall be deemed or
construed  to  authorize  or  permit,  by  reason  of any call of a  meeting  of
Debentureholders  or any rights  expressly or impliedly  conferred  hereunder to
make such call,  any  hindrance  or delay in the exercise of any right or rights
conferred upon or reserved to the Trustee or to the  Debentureholders  under any
of the provisions of this Indenture or of the Debentures.

ARTICLE Eleven

                             SUPPLEMENTAL INDENTURES

SECTION 11.01.  Supplemental  Indentures  Authorized By Directors.  The Company,
when  authorized  by a resolution  of its Board of  Directors,  and the Trustee,
subject to the conditions and restrictions in this Indenture contained, may from
time to time and at any time enter into an indenture or indentures  supplemental
hereto (which shall conform to the provisions of the Trust Indenture Act of 1939
as then in effect) for one or more of the following purposes:

                                       41
<PAGE>

(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  and in
accordance with Article Twelve;

(b) to add to the  covenants  and  agreements  of the Company in this  Indenture
contained such further covenants and agreements  thereafter to be observed,  and
to  surrender  any  right or power  herein  reserved  to or  conferred  upon the
Company;

(c)      to cure any ambiguity or to correct or supplement any defective or
inconsistent provision contained in this Indenture or in any supplemental
indenture;

(d) to make such provisions  with respect to matters or questions  arising under
this Indenture as may be necessary or desirable and not  inconsistent  with this
Indenture; and

(e) to amend or supplement the Debentures,  and related  documentation to modify
the  restrictions  on and  procedures  for  resale  or  other  transfers  of the
Debentures  to  reflect  any  change  in  applicable   law  or  regulation   (or
interpretation  thereof) or in  practices  relating to the resale or transfer of
restricted securities generally.

            The  Trustee is hereby  authorized  to join with the  Company in the
execution of any supplemental  indenture authorized or permitted by the terms of
this Indenture and to make any further  appropriate  agreements and stipulations
which may be therein  contained,  provided  that no such action shall  adversely
affect the holders of  Debentures,  and further  provided that the Trustee shall
not be obligated to enter into any such supplemental  indenture that affects the
Trustee's own rights, duties or immunities under this Indenture or otherwise.

            Any  supplemental  indenture  authorized  by the  provisions of this
Section may be  executed  by the Company and the Trustee  without the consent of
the holders of any of the  Debentures at the time  Outstanding,  notwithstanding
any of the provisions of Section 11.02.

SECTION 11.02.  Supplemental  Indentures with Consent of Debentureholders.  With
the consent  (evidenced  as provided in Section 9.01) of the holders (or persons
entitled to vote,  or to give consents  respecting  the same) of not less than a
majority  in  aggregate   principal   amount  of  the  Debentures  at  the  time
Outstanding,  the  Company,  when  authorized  by a  resolution  of its Board of
Directors,  and the  Trustee may from time to time and at any time enter into an
indenture  or  indentures  supplemental  hereto  (which  shall  conform  to  the
provisions of the Trust Indenture Act of 1939 as then in effect) 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 and obligations of the holders of the Debentures including
any amendments hereto that may affect the rights of  Debentureholders to enforce
their rights to receive  payment of principal of and interest on the Debentures;
provided,  however,  that no such  supplemental  indenture  shall (i) extend the
fixed maturity of any Debentures,  or reduce the principal  amount  thereof,  or
reduce the rate or extend the time of payment of interest  thereon,  in a manner
adverse to the holders, without the consent of the holder of each Debenture so

                                       42
<PAGE>


affected,  or (ii) reduce the requirements of Section 10.05 for quorum or voting
or reduce  the  aforesaid  percentage  of  Debentures  the  holders of which are
required to consent to any such supplemental  indenture,  without the consent of
the holders of all Debentures then  Outstanding;  or (iii) modify the obligation
of the Company to maintain an office or agency in the Borough of Manhattan, City
and State of New York pursuant to Section 5.02.

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

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

            Promptly  after the  execution by the Company and the Trustee of any
supplemental  indenture pursuant to the provisions of this Section,  the Company
shall  mail a notice,  setting  forth in  general  terms the  substance  of such
supplemental   indenture,  to  all  Debentureholders  at  their  last  addresses
appearing  upon the  registry  books.  Any  failure of the  Company to mail such
notice, or any defect therein,  shall not, however,  in any way impair or affect
the validity of any such supplemental indenture.

SECTION  11.03.  Effect of  Supplemental  Indentures.  Upon the execution of any
supplemental  indenture  pursuant  to  the  provisions  of  this  Article,  this
Indenture  shall be and be deemed  to be  modified  and  amended  in  accordance
therewith and the respective rights, limitations of rights, obligations,  duties
and immunities under this Indenture of the Trustee,  the Company and the holders
of Debentures shall thereafter be determined,  exercised and enforced  hereunder
subject in all respects to such modifications and amendments,  and all the terms
and conditions of any such supplemental  indenture shall be deemed to be part of
the terms and conditions of this Indenture for any and all purposes.

                                       43
<PAGE>


SECTION  11.04.  Notation on Debentures in Respect of  Supplemental  Indentures.
Debentures  authenticated  and delivered after the execution of any supplemental
indenture pursuant to the provisions of this Article,  or after any action taken
at a  Debentureholders'  meeting pursuant to Article Ten, may bear a notation in
form approved by the Trustee as to any matter provided for in such  supplemental
indenture  or as to any action  taken at any such  meeting;  and,  in such case,
suitable  notation  may  be  made  upon  Outstanding   Debentures  after  proper
presentation and demand.  If the Company or the Trustee shall so determine,  new
Debentures  so  modified  as to  conform,  in the opinion of the Trustee and the
Board of Directors,  to any modification of this Indenture contained in any such
supplemental  indenture,  or to any  action  taken at any such  meeting,  may be
prepared by the Company,  authenticated by the Trustee and delivered in exchange
for the Debentures  then  Outstanding,  upon demand by, and without cost to, the
holders thereof, upon surrender of such Debentures.

SECTION 11.05. Trustee May Receive Opinion of Counsel.  The Trustee,  subject to
the  provisions of Section 8.01, may receive an Opinion of Counsel as conclusive
evidence that any supplemental  indenture  executed  pursuant to this Article is
authorized  or  permitted  by the  terms  of this  Indenture  and that it is not
inconsistent  therewith.  The  Trustee  shall  not be  obliged  to  join  in the
execution of any  supplemental  indenture  unless it shall  receive an Officers'
Certificate  stating that no consent to the execution thereof is required of any
holder of Senior Indebtedness at the time outstanding or that such consents have
been obtained.

ARTICLE Twelve

                         CONSOLIDATION, MERGER AND SALE

SECTION 12.01.  Company May Consolidate.  Nothing contained in this Indenture or
in any of the  Debentures  shall  prevent  any  consolidation  or  merger of the
Company  with or into any other  corporation  or  corporations  (whether  or not
affiliated 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 or  conveyance  (or  successive  sales or  conveyances)  of the
property  and assets of the Company (or of its  successor or  successors)  as an
entirety or substantially as an entirety,  to any other corporation  (whether or
not  affiliated  with the  Company)  authorized  to acquire the same;  provided,
however,  (a)(i) the Company is the surviving  corporation following such merger
or (ii) the corporation (if other than the Company) formed by such consolidation
or into which the Company is merged or the person that acquires by conveyance or
transfer the properties and assets of the Company is organized under the laws of
the United  States or any state  thereof or the District of Columbia and assumes
upon any such consolidation,  merger,  sale or conveyance,  the due and punctual
payment of the principal of and interest on all of the Debentures,  according to
their tenor,  and the due and punctual  performance  and  observance  of all the
terms, covenants and conditions of this Indenture to be kept or performed by the
Company, by indenture supplemental hereto,  satisfactory in form to the Trustee,
executed  and  delivered  to the  Trustee  by the  corporation  formed  by  such
consolidation,  or into  which the  Company  shall have been  merged,  or by the
corporation  that  shall  have  acquired  such  property  and  assets;  and  (b)
immediately after giving effect to such transaction,  no Event of Default and no
event that, after notice or lapse of time, or both, would become an Event of

                                       44
<PAGE>

Default, shall have happened and be continuing. In the event of any such sale or
conveyance the predecessor Company may be dissolved,  wound up and liquidated at
any time thereafter.

SECTION  12.02.  Successor  Corporation to be  Substituted.  In case of any such
consolidation,  merger,  sale  or  conveyance  and  upon  the  execution  by the
successor  corporation  of an  indenture  supplemental  hereto,  as  provided in
Section 12.01,  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 either in its own name or in the name of the Company, with
such  suitable  reference,  if  any,  to  such  consolidation,  merger,  sale or
conveyance  as may be  required  by the  Trustee,  any or all of the  Debentures
issuable  hereunder that  theretofore  shall not have been signed by the Company
and  delivered to the Trustee;  and,  upon the written  order of such  successor
corporation,  instead of the Company,  and subject to all the terms,  conditions
and limitations in this Indenture prescribed, the Trustee shall authenticate and
shall  deliver  any  Debentures  that  previously  shall  have been  signed  and
delivered by the officers of the Company to the Trustee for authentication,  and
any Debentures  that such  successor  corporation  thereafter  shall cause to be
signed in accordance  with the provisions of this Indenture and delivered to the
Trustee for that  purpose.  All the  Debentures  so issued shall in all respects
have the same legal rank and  benefit  under this  Indenture  as the  Debentures
theretofore or thereafter  issued in accordance with the terms of this Indenture
as though all of such  Debentures  had been issued at the date of the  execution
hereof.

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

            Nothing  contained  in this  Indenture  or in any of the  Debentures
shall prevent the Company from consolidating or merging into itself or acquiring
by  purchase  or  otherwise  all  or  any  part  of the  property  of any  other
corporation (whether or not affiliated with the Company).

SECTION  12.03.  Opinion of Counsel as  Evidence.  The  Trustee,  subject to the
provisions  of Section  8.01,  may  receive an Opinion of Counsel as  conclusive
evidence that any such consolidation,  merger, sale or conveyance,  and any such
assumption, complies with the provisions of this Article.

                                ARTICLE Thirteen

                           SUBORDINATION OF DEBENTURES

SECTION  13.01.  Agreement to  Subordinate;  Senior  Subordination.  The Company
covenants  and agrees and the  Trustee  and each  holder of  Debentures,  by his
acceptance  thereof,  likewise  covenants  and  agrees,  that  the  indebtedness
evidenced  by the  Debentures  and all  obligations  of the  Company  under this

                                       45
<PAGE>

Indenture and the payment of any Claims is hereby expressly subordinated, to the
extent and in the manner hereinafter set forth, in right of payment to the prior
payment in full of all Senior  Indebtedness.  Only  indebtedness  of the Company
that is Senior  Indebtedness  shall rank senior to the  Debentures in accordance
with the provisions set forth in this Article Thirteen.

            The term  "obligations"  as used herein  means,  with respect to any
indebtedness,  any principal,  premium, interest (including interest, whether or
not allowed,  after the filing of a petition  initiating any proceeding referred
to in Section 7.01(d) or 7.01(e)),  penalties,  commissions,  charges, expenses,
fees, indemnifications, reimbursements, and other liabilities or amounts payable
under or in respect of the documentation governing such indebtedness.

SECTION 13.02.  Distribution on Dissolution or Reorganization.  (a) If, upon any
distribution,  division  or  application,  partial  or  complete,  voluntary  or
involuntary,  by operation of law or otherwise, of all or any part of the assets
of the Company upon any dissolution,  winding up,  liquidation,  readjustment or
reorganization of the Company or its property, whether in bankruptcy, insolvency
or  receivership  proceedings or at execution sale or upon an assignment for the
benefit of creditors or any other  marshalling of the assets and  liabilities of
the  Company or  otherwise,  then,  in any such case,  the holders of all Senior
Indebtedness  shall  first  be  entitled  to  receive  payment  in  full  of all
obligations  due or to become due or to become due with  respect to such  Senior
Indebtedness  before the holders of the  Debentures  are entitled to receive any
payment  or  distribution  on  account of any  obligations  with  respect to the
Debentures until all obligations with respect to Senior Indebtedness are paid in
full, any payment or distribution,  including any payment or distribution  which
may be payable or deliverable by reason of the payment of any other indebtedness
of the Company  being  subordinated  to the payment of the  Debentures  to which
Debentureholders would be entitled but for this Article Thirteen,  shall be made
to  holders  of  Senior  Indebtedness,   as  their  interests  may  appear,  for
application  to the payment or  prepayment  of, the Senior  Indebtedness  to the
extent necessary to pay in full all such Senior  Indebtedness in accordance with
the terms thereof, after giving effect to any concurrent payment or distribution
to or for the holders of such Senior Indebtedness,  except that Debentureholders
may receive shares of stock or any debt securities  that are  subordinated to at
least the same extent as the  Debentures to Senior  Indebtedness.  Upon any such
application,    dissolution,   winding   up,   liquidation,    readjustment   or
reorganization, any payment or distribution of assets of the Company of any kind

                                       46
<PAGE>

or character whether in cash, property or securities (other than shares of stock
of the Company as  reorganized or readjusted or securities of the Company or any
other corporation provided for by a plan of reorganization or readjustment,  the
payment of which is subordinated to the payment of all Senior Indebtedness which
may at the time be  outstanding)  to which the holders of the  Debentures or the
Trustee  would be entitled  except for the  provisions  of this Article shall be
paid by the Company or the  liquidating  trustee or agent or other person making
such payment or  distribution,  whether a trustee in  bankruptcy,  a receiver or
liquidating trustee or whatsoever,  direct to the holders of Senior Indebtedness
or their  representative or  representatives or to the trustee or trustees under
any  indenture  under  which  any  instruments  evidencing  any of  such  Senior
Indebtedness may have been issued,  ratably  according to the aggregate  amounts
remaining  unpaid on  account  of the  principal  of (and  premium,  if any) and
interest on the Senior  Indebtedness  held or represented by each, to the extent
necessary to pay in full all Senior Indebtedness  remaining unpaid, after giving
effect to any concurrent  payment or  distribution to the holders of such Senior
Indebtedness;  and in the event that,  notwithstanding  the foregoing,  upon any
such  application,   dissolution,  winding  up,  liquidation,   readjustment  or
reorganization, any payment or distribution of assets of the Company of any kind
or  character,  whether in cash,  property or  securities  (other than shares of
stock of the Company as  reorganized  or readjusted or securities of the Company
or  any  other  corporation   provided  for  by  a  plan  of  reorganization  or
readjustment,  the payment of which is subordinated to the payment of all Senior
Indebtedness  which may at the time be  outstanding)  shall be  received  by the
Trustee or the holders of the Debentures before all Senior  Indebtedness is paid
in full, such payment or distribution  shall be paid over to the holders of such
Senior Indebtedness or their representative or representatives or to the trustee
or trustees under any indenture  under which any  instruments  evidencing any of
such  Senior  Indebtedness  may have been  issued,  ratably  as  aforesaid,  for
application to the payment of all Senior Indebtedness remaining unpaid until all
such Senior  Indebtedness  shall have been paid in full,  after giving effect to
any  concurrent   payment  or   distribution  to  the  holders  of  such  Senior
Indebtedness.  Subject to the  payment in full of all Senior  Indebtedness,  the
holders of the  Debentures  shall be  subrogated  (equally  and ratably with all
other indebtedness  ranking pari passu with the Debentures) to the rights of the
holders of Senior  Indebtedness to receive payments or distribution of assets of
the Company applicable to the Senior Indebtedness to the extent that payments or
distributions otherwise payable to the Debentureholders have been applied to the
payment  of Senior  Indebtedness  until the  principal  of and  interest  on the
Debentures  shall be paid in full.  No such  payments  or  distributions  to the
Senior Indebtedness shall, as between the Company,  its creditors other than the
holders of Senior Indebtedness,  and the holders of the Debentures, be deemed to
be a  payment  by the  Company  to or on  account  of the  Debentures,  it being
understood  that the provisions of this Article are and are intended  solely for
the purpose of defining the relative rights of the holders of the Debentures, on
the one hand, and the holders of the Senior Indebtedness, on the other hand, and
nothing  contained  in this  Article or  elsewhere  in this  Indenture or in the
Debentures is intended to or shall impair, as between the Company, its creditors
other  than  the  holders  of  Senior  Indebtedness,  and  the  holders  of  the
Debentures,  the obligation of the Company, which is unconditional and absolute,
to pay to the holders of the  Debentures  the  principal  of and interest on the
Debentures as and when the same shall become due and payable in accordance  with
their terms,  or to affect the relative  rights of the holders of the Debentures
and creditors of the Company other than the holders of the Senior  Indebtedness,
nor shall  anything  herein or therein  prevent the Trustee or the holder of any
Debenture  from  exercising all remedies  otherwise  permitted by applicable law
upon an Event of Default under this  Indenture,  subject to the rights,  if any,
under this  Article of the  holders of Senior  Indebtedness  in respect of cash,
property or  securities  of the Company  received  upon the exercise of any such
remedy.  Upon any application or distribution of assets of the Company  referred
to in this  Article,  the  Trustee,  subject to the  provisions  of Section 8.01
hereof,  and the  holders of the  Debentures  shall be  entitled  to rely upon a
certificate of a trustee in  bankruptcy,  a receiver,  a liquidating  trustee or
agent or other person making any  distribution  to the Trustee or to the holders
of the  Debentures  for the  purpose of  ascertaining  the  persons  entitled to
participate in such  distribution,  the holders of the Senior  Indebtedness  and
other  indebtedness of the Company,  the amount thereof or payable thereon,  the
amount or amounts  paid or  distributed  thereon and all other  facts  pertinent
thereto  or to this  Article.  If any  payment  or  distribution  to  which  the
Debentureholders  would  otherwise  have been entitled but for the provisions of
this Article  Thirteen  shall have been applied,  pursuant to the  provisions of
this  Article  Thirteen,  to the payment of all  amounts  payable  under  Senior
Indebtedness, then, and in such case, the Debentureholders shall be entitled to

                                       47
<PAGE>

receive  from  the  holders  of  such  Senior   Indebtedness   any  payments  or
distributions  received by such holders of Senior  Indebtedness in excess of the
amount  required to make payment in full, in cash or cash  equivalents,  of such
Senior Indebtedness of such holders.

(b) In the event and during the  continuation  of any  default in the payment of
the principal of, or premium,  if any, or interest on, any Senior  Indebtedness,
or any default,  or any event that, with notice or lapse of time or both,  would
constitute a default, in any other agreement, term or condition contained in any
agreement under which any Senior  Indebtedness is issued,  if the effect of such
default is to cause, or permit the holder or holders of such Senior Indebtedness
(or a trustee  on  behalf  of such  holder or  holders)  to cause,  such  Senior
Indebtedness  to  become  due  prior  to its  stated  maturity,  no  payment  or
distribution  (including  any  payment or  distribution  which may be payable or
deliverable  by reason of the payment of any other  indebtedness  of the Company
being  subordinate to payment of the Debentures) shall be made on the Debentures
for or on the account of any  obligations  with respect to the  Debentures or on
account of any claim unless and until such default shall have been remedied,  if
written notice of such default, or of judicial  proceedings pending with respect
to such default,  has been given to the Trustee by the Company, or by any holder
of  Senior  Indebtedness,  nor shall any such  payment  be made if after  giving
effect,  as if paid,  to such  payment,  any  such  default  would  exist in the
performance or observance of any covenant or agreement of the Company  contained
in any agreement under which any Senior  Indebtedness  shall have been issued or
pursuant to which  Senior  Indebtedness  shall have been  incurred.  The Company
shall  promptly  notify the  Trustee in  writing  of the  existence  of any such
default or event or of any judicial proceedings pending with respect to any such
default. Within 15 days after receipt of any such notice, the Trustee shall send
notification  thereof  to the  Debentureholders  in the manner and to the extent
provided in Section 6.04(c).

SECTION 13.03.  Payments Permitted;  Knowledge of Trustee.  Nothing contained in
this Article or elsewhere in this Indenture, or in any of the Debentures,  shall
(a) impair, as between the Company and the  Debentureholders,  the obligation of
the  Company,  which is absolute  and  unconditional,  to pay  principal  of and
interest on the  Debentures in accordance  with their terms,  subject to Section
5.01 hereof; (b) affect the relative rights of Debentureholders and creditors of
the  Company   other  than  their  rights  in  relation  to  holders  of  Senior
Indebtedness, or (c) subject to the terms of the Security Agreement, prevent the
Trustee or any  Debentureholder  from exercising its available  remedies upon an
Event of  Default,  subject  to the  rights  of  holders  or  owners  of  Senior
Indebtedness  to  receive   distributions  and  payments  otherwise  payable  to
Debentureholders  and provided that no rights of the Debentureholders or Trustee
upon an Event of Default may be exercised so long as any Senior  Indebtedness is
outstanding, as more fully described in Section 4.01 hereof. The failure to make
a payment on account of any obligations with respect to the Debentures by reason
of any  provision of this Article  Thirteen  will not be construed as preventing
the occurrence of an Event of Default.

            Without limiting the generality of the foregoing,  nothing contained
in  this  Article  Thirteen  will  restrict  the  right  of the  Trustee  or the
Debentureholders  to take any action to  declare  the  Debentures  to be due and
payable prior to their stated maturity pursuant to Section 7.01 or to pursue any
rights or remedies hereunder;  provided,  however,  that all Senior Indebtedness
then due and payable or thereafter declared to be due and payable shall first be

                                       48
<PAGE>


paid in full, in cash, before the  Debentureholders  or the Trustee are entitled
to receive  any direct or  indirect  payment  from the Company on account of any
obligations  with  respect to the  Debentures  or to  exercise  any rights  with
respect to such Event of Default.

            Notwithstanding the provisions of this Article Thirteen or any other
provision of this Indenture, or of the Debentures, but subject to the provisions
of Section 7.07 and Section  8.01 of this  Indenture,  the Trustee  shall not be
charged with  knowledge of the existence of any Senior  Indebtedness  nor of any
default in the payment of principal,  premium,  if any, or interest with respect
to any Senior  Indebtedness,  or of any other default with respect to any Senior
Indebtedness,  unless and until the Trustee shall have received  written  notice
thereof at its corporate  trust office from the Company or the holder or holders
of such Senior  Indebtedness  or any trustee on behalf of such holders who shall
have  been  certified  to be such by the  Company  or who shall  have  otherwise
established  to the  reasonable  satisfaction  of the Trustee  that he is such a
holder or trustee; nor shall the Trustee be charged with knowledge of the curing
or waiving of any such default  unless and until the Trustee shall have received
an Officers' Certificate of the Company to such effect. The Trustee shall not be
deemed to owe any  fiduciary  duty to the  holders of Senior  Indebtedness,  and
shall  not be  liable  to any  such  holder  if it  shall,  in the  exercise  of
reasonable care, mistakenly pay over or distribute to holders of Debentures, the
Company,  or any other  person,  moneys or assets to which any  holder of Senior
Indebtedness shall be entitled by virtue of this Article Thirteen or otherwise.

            Nothing  contained in this Article or elsewhere in this Indenture or
in any of the  Debentures  shall prevent the  application  by the Trustee or any
paying agent of any moneys held by the Trustee or such paying agent in trust for
the benefit of the holders of Debentures as to which notice of redemption  shall
have been mailed or published  at least once prior to the  happening of an event
of default  specified in Section 13.02(b) to the payment of or on account of the
principal of and interest on such Debentures,  or prevent the application by the
Trustee or any paying agent of any moneys  deposited,  prior to the happening of
any event of default  specified  in Section  13.02(b),  with the Trustee or such
paying  agent in trust for the  purposes  of paying a specified  installment  or
installments of interest on the Debentures,  to the payment of such installments
of interest on the Debentures.

            Nothing in this  Article  shall  affect the claims of or payments to
the Trustee under or pursuant to Section 8.06.

SECTION 13.04. Debentureholders Authorize Trustee to Subordinate. Each holder of
Debentures by his  acceptance  thereof  authorizes  the Trustee in his behalf to
take  such  action  as  may  be  necessary  or  appropriate  to  effectuate  the
subordination  as  provided  in  this  Article  and  appoints  the  Trustee  his
attorney-in-fact for any and all such purposes.

SECTION  13.05.  Trustee May Hold  Senior  Indebtedness.  The  Trustee  shall be
entitled  to all the rights  set forth in this  Article in respect of any Senior
Indebtedness  at any time held by it, to the same extent as any other  holder of
Senior Indebtedness,  and nothing in Section 8.15 or elsewhere in this Indenture
shall be construed to deprive the Trustee of any of its rights as such holder.

                                       49
<PAGE>


         SECTION 13.06 Third Party Beneficiaries. The provisions of this Article
are intended to be for the benefit of, and shall be enforceable directly by each
holder of, the Senior Indebtedness.

ARTICLE Fourteen

            SATISFACTION AND DISCHARGE OF INDENTURE;DEPOSITED MONEYS

SECTION  14.01.  Satisfaction  and Discharge of Indenture.  If the Company shall
deliver to the Trustee for cancellation all Debentures theretofore authenticated
(other than any Debentures  that shall have been  destroyed,  lost or stolen and
that shall  have been  replaced  or paid as  provided  in Section  2.07) and not
theretofore  canceled,  or if all the  Debentures  not  theretofore  canceled or
delivered to the Trustee for cancellation shall have become due and payable (the
date on which such Debentures  become due and payable being  hereinafter in this
Section  called the "maturity"  date),  or shall have been called for redemption
pursuant to Article Three hereof and the Company  shall have  deposited in trust
with the Trustee funds (to be immediately  available for payment)  sufficient to
pay at  maturity  or upon  redemption  all of the  Debentures  (other  than  any
Debentures  that shall have been  destroyed,  lost or stolen and that shall have
been replaced or paid as provided in Section 2.07) not  theretofore  canceled or
delivered to the Trustee for cancellation,  including principal and interest due
or to become due to such date of maturity or  redemption  date,  as the case may
be, then, subject to the provisions of Article Thirteen:

(a) this  Indenture  shall cease to be of further  effect  except as to the then
existing rights of the  Debentureholders to register the transfer of or exchange
of  "Debentures"  in  accordance  with  the  terms  of  this  Indenture  and the
Debentures,  and on or after such maturity date or redemption  date, as the case
may be,  the  Trustee,  on demand by the  Company  accompanied  by an  Officers'
Certificate  and an  Opinion  of  Counsel  and at the  cost and  expense  of the
Company,  shall execute proper  instruments  acknowledging  satisfaction  of and
discharging this Indenture; and

(b) all obligations of the Company in respect of the Debentures  shall cease and
be discharged  (except the obligation to register the transfer of or exchange of
Debentures in accordance  with the terms of this Indenture and the  Debentures),
and the holders of such Debentures shall thereafter be restricted exclusively to
such funds for any and all claims of whatsoever  nature on their part under this
Indenture or with respect to such Debentures  (except with respect to any rights
of registration of transfer, exchange or as above stated).

            Notwithstanding  the  satisfaction  and discharge of this Indenture,
the obligations of the Company to the Trustee under Section 8.06 shall survive.

SECTION  14.02.  Application  by  Trustee  of Funds  Deposited  For  Payment  of
Debentures.  All moneys  deposited  with the Trustee  pursuant to Section  14.01
shall be held in trust and  applied by it to the  payment,  either  directly  or
through any paying agent (including the Company acting as its own paying agent),

                                       50
<PAGE>


to the holders of the  particular  Debentures  for the payment or  redemption of
which such moneys have been deposited  with the Trustee,  of all sums due and to
become due thereon for principal and interest.

SECTION 14.03.  Payment of Moneys Held by Paying Agent.  In connection  with the
satisfaction  and discharge of this Indenture all moneys then held by any paying
agent under the provisions of this Indenture  shall,  upon demand by the Company
or  Trustee,  be paid to the Trustee and  thereupon  such paying  agent shall be
released from all further liability with respect to such moneys.

SECTION 14.04.  Return of Unclaimed  Money.  In case the holder of any Debenture
entitled  to payment  hereunder  at any time  Outstanding  hereunder  shall not,
within six years after the maturity date of such Debenture, or if such Debenture
shall have been  called for  redemption,  then  within six years  after the date
fixed for  redemption  of such  Debenture,  claim the amount on deposit with the
Trustee or other  depositary for the payment of such  Debenture,  the Trustee or
other  depositary  shall pay over such amount to the  appropriate  state escheat
authorities.

ARTICLE Fifteen

              IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND
                              TRUSTEES OR DIRECTORS

SECTION 15.01.  Personal Immunity From Liability of Incorporators,  Stockholders
and Others.  No recourse under or upon any obligation,  covenant or agreement of
this Indenture, or of any Debenture, or for any claim based thereon or otherwise
in respect thereof, shall be had against any incorporator, stockholder, officer,
trustee or director,  as such, past, present or future, of the Company or of any
predecessor or successor corporation,  either directly or through the Company or
any  such  predecessor  or  successor  corporation,  whether  by  virtue  of any
constitution,  statute or rule of law or equity,  or by the  enforcement  of any
assessment  or penalty or otherwise;  it being  expressly  understood  that this
Indenture and the obligations issued hereunder are solely corporate obligations,
and that no such personal  liability whatever shall attach to, or is or shall be
incurred by, the incorporators, stockholders, officers, trustees or directors of
the Company, as such, or of any predecessor or successor corporation,  or any of
them, because of the creation of the indebtedness hereby authorized, or under or
by  reason  of the  obligations,  covenants  or  agreements  contained  in  this
Indenture or in any of the Debentures or implied therefrom; and that any and all
such  liability  is hereby  expressly  waived and  released  by every  holder of
Debentures  as a condition  of, and as a  consideration  for, the  execution and
delivery of the Indenture and the issue of such Debentures.

                                 ARTICLE Sixteen

                            MISCELLANEOUS PROVISIONS

SECTION 16.01.    Successors.  All the covenants, stipulations, promises and
agreements in this Indenture contained by or in behalf of the Company shall bind
its successors and assigns, whether so expressed or not.

                                       51
<PAGE>


SECTION 16.02.  Acts by Successor  Valid. 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 successor of the Company.

SECTION  16.03.  Surrender of Powers by Company.  The Company by  instrument  in
writing  executed by authority of its Board of  Directors  and  delivered to the
Trustee may  surrender  any of the powers  reserved to the Company and thereupon
such power so surrendered  shall  terminate both as to the Company and as to any
successor corporation.

SECTION 16.04.  Notices and Demands on Company and Trustee. Any notice or demand
which by any provision of this Indenture is required or permitted to be given or
served by the Trustee or by the holders of  Debentures  to or on the Company may
be given or served by being deposited as first class mail, except as provided in
Section  7.01(c),  postage prepaid in a post-office  letterbox  addressed (until
another address is filed in writing by the Company with the Trustee) as follows:
General  DataComm  Industries,  Inc.,  Attention:  Chairman,  6  Rubber  Avenue,
Naugatuck,  Connecticut  06762. Any notice,  election,  request or demand by any
Debentureholder to or upon the Trustee shall be deemed to have been sufficiently
given or made, for all purposes,  if given or made at the corporate trust office
of the Trustee in the Borough of Manhattan, City and State of New York.

            In case, by reason of the suspension of or irregularities in regular
mail  service,  it  shall  be  impractical  to  mail  notice  of  any  event  to
Debentureholders  when  such  notice is  required  to be given  pursuant  to any
provision of this  Indenture,  then any manner of giving such notice as shall be
satisfactory  to the Trustee  shall be deemed to be a sufficient  giving of such
notice.

SECTION  16.05.  Laws of New York to Govern.  THIS  INDENTURE AND EACH DEBENTURE
SHALL BE DEEMED TO BE A  CONTRACT  MADE UNDER THE LAWS OF THE STATE OF NEW YORK,
AND FOR ALL PURPOSES  SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE  WITH THE
LAWS OF SAID STATE WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAW.

SECTION 16.06. Officer's Certificates and Opinions of Counsel;  Statements to be
Contained Therein.  Upon any application or demand by the Company to the Trustee
to take any action under any of the  provisions of this  Indenture,  the Company
shall  furnish  to  the  Trustee  an  Officers'  Certificate  stating  that  all
conditions  precedent,  if any,  provided for in this Indenture  relating to the
proposed  action have been complied with and an Opinion of Counsel  stating that
in the opinion of such Counsel all such conditions  precedent have been complied
with.

            Each  certificate  or opinion  provided  for in this  Indenture  and
delivered to the Trustee with respect to compliance with a condition or covenant
provided for in this  Indenture  shall  include (l) 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 statements or opinions  contained in such  certificate or opinion
are based; (3) a statement that, in the opinion of such person, he has made such
examination or investigation as is necessary to enable him to express an

                                       52

<PAGE>

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, there has been compliance with such condition or covenant.

            Any  certificate,  statement or opinion of an officer of the Company
may be based,  in so far as it relates to legal  matters,  upon a certificate or
opinion of or  representations  by counsel,  unless such officer  knows that the
certificate or opinion or representations with respect to the matters upon which
his  certificate,  statement or opinion may be based as aforesaid are erroneous,
or in exercise of reasonable  care should know that the same are erroneous.  Any
certificate, statement or opinion of counsel may be based (insofar as it relates
to factual matters information with respect to which is in the possession of the
Company) upon the certificate, statement or opinion of or representations by any
officer  or  officers  of the  Company,  unless  such  counsel  knows  that  the
certificate, statement or opinion or representations with respect to the matters
upon which his  certificate,  statement or opinion may be based as aforesaid are
erroneous,  or in the exercise of reasonable  care should know that the same are
erroneous.

            Any  certificate,  statement or opinion of an officer of the Company
or of counsel may be based, insofar as it relates to accounting matters,  upon a
certificate  or  opinion  of or  representations  by an  accountant  or  firm of
accountants,  unless such officer or counsel, as the case may be, knows that the
certificate or opinion or representations with respect to the accounting matters
upon which his  certificate,  statement or opinion may be based as aforesaid are
erroneous,  or in the exercise of reasonable  care should know that the same are
erroneous.

SECTION  16.07.  Payments on  Non-Business  Days.  In any case where the date of
maturity of interest on or principal of the Debentures or the date of redemption
of any  Debenture  shall not be a Business  Day,  then  payment of  interest  or
principal  may be made on the next  succeeding  Business Day with the same force
and effect as if made on the nominal  date and no interest  shall accrue for the
period after such nominal date.

SECTION 16.08. Provisions Required by Trust Indenture Act of 1939 to Control. If
and to the extent that any  provision  of this  Indenture  limits,  qualifies or
conflicts with another provision  included in this Indenture that is required to
be included in this Indenture by any of Sections 3l0 to 317,  inclusive,  of the
Trust Indenture Act of l939, such required provision shall control.

SECTION 16.09.  Effect of Invalidity of  Provisions.  In case any one or more of
the provisions  contained in this  Indenture or in the Debentures  shall for any
reason be held to be invalid,  illegal or  unenforceable  in any  respect,  such
invalidity, illegality or unenforceability shall not affect any other provisions
of this Indenture or of such Debentures,  but this Indenture and such Debentures
shall be construed as if such invalid or illegal or unenforceable  provision had
never been contained herein or therein.

SECTION  16.10.  Indenture  May Be Executed  in  Counterparts;  Trustee  Accepts
Trusts.  This Indenture may be executed in any number of  counterparts,  each of
which shall be an original;  but such counterparts shall together constitute but

                                       53
<PAGE>

one and the same  instrument.  The party of the second part  hereby  accepts the
trusts in this  Indenture  declared and provided,  upon the terms and conditions
hereinabove set forth.



                            {Signature Page Follows}


                                       54
<PAGE>



         IN WITNESS WHEREOF, GENERAL DATACOMM INDUSTRIES, INC., the party of the
first part,  has caused this Indenture to be signed in its corporate name by its
Chairman  of  the  Board,  President  or one of its  Vice  Presidents,  and  its
corporate  seal to be affixed  hereunto,  duly  attested by its  Secretary or an
Assistant Secretary or the Treasurer; and HSBC BANK USA, the party of the second
part,  has caused this  Indenture to be signed by one of its Vice  Presidents or
Assistant Vice Presidents,  and its corporate seal to be affixed hereunto,  duly
attested by one of its Assistant  Secretaries,  all as of the day and year first
above written.



Attest:                                  GENERAL DATACOMM INDUSTRIES, INC.


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

(SEAL)



Attest:                                   HSBC BANK USA


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

(SEAL)

                                       55
<PAGE>



                                   EXHIBIT "A"

                                Form of Debenture


                                     [Face]

                        GENERAL DATACOMM INDUSTRIES, INC.

              10% ADJUSTABLE SENIOR SUBORDINATED DEBENTURE DUE 2008

            GENERAL DATACOMM INDUSTRIES,  INC., a corporation duly organized and
existing  under the laws of the State of  Delaware  (herein  referred  to as the
"Company"), for value received, hereby promises to pay to_______ , or registered
assigns, at its office or agency in the Borough of Manhattan,  City and State of
New York, the principal sum of__________________  Dollars on October 1, 2008, 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 thereon at the rate per annum (the "Applicable  Rate") specified in the
title  of this  Debenture  (as the  same may be  adjusted  from  time to time in
accordance  with the provisions set forth on the reverse hereof) in like coin or
currency,  at said office or agency of the Company in the Borough of  Manhattan,
City and State of New York, payable monthly,  commencing on the first day of the
third month after the Company has paid in full, in cash, all  obligations  under
the Senior Loan Agreement (as defined in the Indenture) (the "Obligations"), and
continuing on the first day of each month thereafter (each, an "Interest Payment
Date") until this Debenture is paid in full. The final payment  hereunder  shall
be due and  payable  on the first day of the 60th month  (the  "Maturity  Date")
following  the month  next  succeeding  the month in which  the  Effective  Date
occurs.  Prior to the  satisfaction of the Obligations and through the first day
of the second  month  after the  Company has fully  satisfied  the  Obligations,
interest  shall accrue on the unpaid  balance of this Debenture but shall not be
payable (the "Pre-Commencement Date Interest").  Upon the payment in full of the
Obligations, the principal balance of this Debenture shall be amortized together
with  Pre-Commencement  Date  Interest  at the  Applicable  Rate over the period
commencing  on the first day of the second  month  after the  Company  has fully
satisfied the Obligations (the  "Commencement  Date") and ending on the Maturity
Date.  The principal  balance of this  Debenture and the  Pre-Commencement  Date
Interest shall be paid in equal monthly installments  consisting of (i) combined
principal and interest at the Applicable  Rate and (ii) the amount  necessary to
amortize  the   Pre-Commencement   Date   Interest  over  the  period  from  the
Commencement Date to the Maturity Date, commencing on the first day of the third
month after the Company has fully satisfied the Obligations

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

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

                                       56

<PAGE>

            IN WITNESS  WHEREOF,  GENERAL DATACOMM  INDUSTRIES,  INC. has caused
this Debenture to be executed in its corporate name with the facsimile signature
of its  Chairman  of the  Board  and a  facsimile  of its  corporate  seal to be
imprinted hereon, attested with the facsimile signature of its Secretary.

Dated:  September 15, 2003

                                           GENERAL DATACOMM INDUSTRIES, INC.


                                           By:___________________________
                                              Chairman of the Board

Attest:

---------------------------
Assistant Secretary



            [FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION]

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

                            HSBC BANK USA, as Trustee

                          By:__________________________
                               Authorized Officer


                                       57
<PAGE>



                                    [Reverse]

                        GENERAL DATACOMM INDUSTRIES, INC.

              10% ADJUSTABLE SENIOR SUBORDINATED DEBENTURE DUE 2008

            This  Debenture is one of a duly  authorized  issue of Debentures of
the Company (herein referred to as the  "Debentures"),  limited to the aggregate
principal amount of the Unsecured  Creditors' Claims, all issued or to be issued
under and pursuant to an indenture dated the Effective Date (herein  referred to
as the  "Indenture"),  duly  executed and  delivered by the Company to HSBC Bank
USA, as Trustee (herein  referred to as the  "Trustee"),  to which Indenture and
all indentures  supplemental  thereto reference is hereby made for a description
of the  rights  of the  holders  of  the  Debentures,  the  rights,  duties  and
immunities  of the  Trustee  and  the  rights  and  obligations  of the  Company
thereunder.

            The  indebtedness  evidenced  by the  Debentures  is, to the  extent
provided  in the  Indenture,  subordinate  and  subject to the rights of, and in
right of  payment  to,  the  rights of and prior  payment in full of, all Senior
Indebtedness,  as defined in the Indenture, and this Debenture is issued subject
to such provisions, and each holder of Debentures, by accepting the same, agrees
to and shall be bound by such provisions.

            In case an Event of Default, as defined in the Indenture, shall have
occurred and be  continuing,  the  principal  balance of all of the  Debentures,
together  with  accrued  interest  thereon,  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.

            The Indenture  contains  provisions  permitting  the Company and the
Trustee,  with the  consent  of the  holders  of not  less  than a  majority  in
aggregate principal amount of the Debentures at the time Outstanding,  evidenced
as in the Indenture  provided,  to execute  supplemental  indentures  adding any
provisions to or changing in any manner or eliminating  any of the provisions of
the  Indenture  or of any  indenture  supplemental  thereto or  modifying in any
manner the rights and  obligations  of the holders of the  Debentures and of the
Company; provided, however, that no such supplemental indenture shall (i) extend
the fixed maturity of any Debentures, or reduce the principal amount thereof, or
reduce the rate or extend the time of payment of interest thereon, or change the
subordination provisions in a manner adverse to the holders, without the consent
of the holder of each  Debenture  so  affected,  or (ii)  reduce  the  aforesaid
percentage  of  Debentures,  the holders of which are required to consent to any
such  supplemental  indenture,  without  the  consent  of  the  holders  of  all
Debentures  then  Outstanding.  It is also provided in the Indenture  that under
certain circumstances the holders of a majority in aggregate principal amount of
the  Debentures at the time  Outstanding  may on behalf of the holders of all of
the Debentures  waive any past default under the Indenture and its  consequences
except a default in the  payment of the  principal  of or interest on any of the
Debentures.  Any  such  consent  or  waiver  by the  registered  holder  of this
Debenture  shall be conclusive  and binding upon such holder and upon all future
holders and owners of this Debenture and of any Debenture issued in exchange

                                       58
<PAGE>

hereof or in place hereof,  irrespective  of whether or not any notation of such
consent or waiver is made upon this Debenture.

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

            As provided in the Indenture, the Debentures may be redeemed, at the
option  of the  Company,  as a whole or from  time to time in part,  at any time
prior to maturity, upon no less than 30 nor more than 60 days' notice by mail to
each  holder  of the  Debentures,  at a  redemption  price  equal to 100% of the
principal  amount  thereof,  together,  in each case,  with  accrued  and unpaid
interest to the date of redemption;  provided,  however, that the Debentures may
not be  redeemed  until  payment  in  full of the  Obligations.  The  notice  of
redemption  to the holders of  Debentures  to be redeemed,  in whole or in part,
shall  be given by  mailing  a notice  of such  redemption  not  later  than the
fifteenth day, and not earlier than the thirtieth day, before the date fixed for
redemption to such holders at their last addresses as they shall appear upon the
registration  books,  all as  provided  in the  Indenture.  In  the  event  of a
redemption prior to maturity and within the first four (4) years after issuance,
interest accrued and payable on the redeemed  Debentures from and after the date
of this Debenture, shall be recalculated and accrued as follows:

   If Redemption Occurs:            Interest Rate To Be Calculated And Accrued:

On or prior to the second
anniversary of the Effective Date                         7.25

After the second anniversary
of the Effective Date, but on                             8.25
or prior to the third anniversary
of the Effective Date

After the third anniversary
of the Effective Date, but on                             9.25
or prior to the fourth
anniversary of the Effective Date

            The  Indenture  provides  that  under  the  circumstances  specified
therein  funds may be  deposited  with the  Trustee or with any paying  agent in
advance of the maturity or redemption  date of any of the  Debentures,  in trust
for the payment or  redemption of such  Debentures,  and payment of the interest
due or to become due thereon,  and that thereupon all obligations of the Company
in  respect  of such  Debentures  shall  cease  and be  discharged  (except  any
obligations  to  provide  for  the  registration  of  transfer  or  exchange  of
Debentures) and subject to the provisions of Article  Fourteen of the Indenture,
the holders thereof shall thereafter be restricted exclusively to such funds for
any and all other  claims on their part under the  Indenture  or with respect to
such Debentures.

                                       59
<PAGE>


            The  Debentures  are  issuable  as  registered   debentures  without
detachable  coupons in such  denominations  as the Company may  determine.  Upon
surrender of this Debenture for registration of transfer at the  above-mentioned
office  or agency of the  Company,  a new  Debenture  or  Debentures  for a like
aggregate  principal amount,  will be issued to the transferee as provided,  and
subject to the limitations, in the Indenture. No service charge will be made for
any such registration of transfer,  but the Company may require payment of a sum
sufficient to reimburse it for any tax or other governmental  charge that may be
imposed in relation thereto;  and this Debenture may in like manner be exchanged
without service charge for one or more new Debentures of other denominations but
of the same aggregate  principal amount; all subject to the terms and conditions
set forth in the Indenture.

            Prior to due presentment for registration of transfer,  the Company,
the Trustee, any paying agent and any Debenture registrar may deem and treat the
registered  holder  hereof as the  absolute  owner  hereof  (whether or not this
Debenture  shall be  overdue  and  notwithstanding  any notice of  ownership  or
writing  hereon made by anyone) for the  purpose of  receiving  payment of or on
account of the  principal  hereof and  interest  due  hereon,  and for all other
purposes,  and neither the Company nor the Trustee nor any paying  agent nor any
Debenture registrar shall be affected by any notice to the contrary.

            No recourse  shall be had for the payment of the principal of or the
interest on this  Debenture,  or for any claim based  hereon,  or  otherwise  in
respect  hereof,  or based on or in respect of the  Indenture  or any  indenture
supplemental thereto, against any incorporator, stockholder, officer, trustee or
director, past, present or future, as such, of the Company or of any predecessor
or successor corporation, whether by virtue of any constitution, statute or rule
of law or  equity,  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  by every
holder or owner hereof, as more fully provided in the Indenture.

            All terms used in this  Debenture  that are defined in the Indenture
shall have the meanings assigned to them in the Indenture.


                                       60