GENERAL DATACOMM INDUSTRIES, INC.

                                       and

                   CONTINENTAL STOCK TRANSFER & TRUST COMPANY


                                    Indenture

                             Dated as of May 1, 1997


                 9% Convertible Subordinated Debentures due 2006


<PAGE>

                        GENERAL DATACOMM INDUSTRIES, INC.

                Cross-Reference Sheet Required by Regulation 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 Applicable
    (a)(4)..................................         Not Applicable
    (b).....................................         8.08; 8.10
311(a)......................................         8.13(a)
    (b).....................................         8.13(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 Applicable
    (c)(1)..................................         16.06
    (c)(2)..................................         16.06
    (c)(3)..................................         Not Applicable
    (d).....................................         Not Applicable
    (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

<PAGE>

                              TABLE OF CONTENTS (1)
                                                                    PAGE

PARTIES...............................................                l

RECITALS:
         Purpose of Indenture.........................                l
         Form of Debenture............................                l
         Compliance with legal requirements...........
         Purpose of and consideration of Indenture....

                                   ARTICLE ONE

                                   DEFINITIONS

SECTION 1.01  Certain  terms  defined;  other terms  defined in
              Trust Indenture Act of 1939 or by reference therein in
              Securities Act of 1933, as amended,
              to have meanings therein assigned.......                8
              Board of Directors......................                8
              Business day............................                8
              Change in Control.......................                8
              Closing Price...........................                8
              Common Stock............................                9
              Company.................................                9
              Conversion Rate; Conversion Price.......                9
              Convertible Exchangeable Preferred
               Stock..................................                9
              Corporate Trust Office of the Trustee...                9
              Date of Conversion......................                9
              Debenture or Debentures.................               10
              Debentures Registrar....................               10
              Debentureholder.........................               10
              Depositary..............................               10
              Event of Default........................               10
              Execution of Debentures.................               11
              Indenture...............................               11
              Interest Payment Date...................               11
              Interest Payment Record Date............               11
              Market Price............................               11
              Officers' Certificate...................               11

_____________________
(1) This Table of Contents does not constitute part of the Indenture or have any
bearing upon the interpretation of any of its terms or provisions.

<PAGE>
                                                                   PAGE
              Opinion of Counsel......................               11
              Registered Holder.......................               12
              Repurchase Date.........................               12
              Repurchase Right Notice.................               12
              Responsible Officer.....................               12
              Senior Indebtedness.....................               12
              Senior Indebtedness Default.............               13
              Subsidiary..............................               13
              Trading Day.............................               13
              Trustee.................................               13
              Trust Indenture Act of 1939.............               14

                                   ARTICLE TWO

                   ISSUE, DESCRIPTION, EXECUTION, REGISTRATION
                           AND EXCHANGE OF DEBENTURES

SECTION 2.01    Amount, Authentication and Delivery
                 of Debentures.......................                14
SECTION 2.02    Form of Debentures and Trustee's
                 Certificate.........................                14
SECTION 2.03    Date of Debentures and Denominations.                14
SECTION 2.04    Execution and Authentication of Debentures
                 and Use of Temporary Debentures.....                15
SECTION 2.05    Exchange, Registration and Transfer of
                 Debentures..........................                16
SECTION 2.06    When Company Not Required To Make
                 Transfers or Exchanges..............                17
SECTION 2.07    Mutilated, Destroyed, Lost or Stolen
                 Debentures..........................                17
SECTION 2.08    Cancellation of Surrendered Debentures ..            18
SECTION 2.09    Debentureholders and Senior
                 Indebtedness............................            18
SECTION 2.10    Persons Deemed Owners....................            19
SECTION 2.11    CUSIP Numbers............................            19
SECTION 2.12    Global Securities........................            19

                                       ii
<PAGE>
                                  ARTICLE THREE

                            REDEMPTION OF DEBENTURES
                                                                    PAGE

SECTION 3.01    Debentures Redeemable....................            20
SECTION 3.02    Notice of Redemption.....................            21
SECTION 3.03    Debentures Called for Redemption Due
                 and Payable.............................            22
SECTION 3.04    Deposit of Redemption Moneys.............            22
SECTION 3.05    Redemption in Part.......................            22
SECTION 3.06    Redemption Following Change in Control...            22

                                  ARTICLE FOUR

                            CONVERSION OF DEBENTURES

SECTION 4.01    Conversion Privilege and Conversion
                 Price.................................              24
SECTION 4.02    Manner of Exercise of Conversion
                 Privilege.............................              25
SECTION 4.03    Fractional Shares......................              26
SECTION 4.04    Adjustment of Conversion Rate and
                 Conversion Price......................              27
SECTION 4.05    Effect of Reclassifications, Consolidations,
                 Mergers or Sales on Conversion Privilege..          30
SECTION 4.06    Cancellation of Converted Debentures.......          31
SECTION 4.07    Taxes on Conversion........................          31
SECTION 4.08    Company to Reserve Stock...................          31
SECTION 4.09    Covenant as to Common Stock................          31
SECTION 4.10    Notice of Certain Corporate Actions........          31
SECTION 4.11    Disclaimer of Responsibility of Trustee, Etc..       32

                                  ARTICLE FIVE

                       PARTICULAR COVENANTS OF THE COMPANY

SECTION 5.01    Payment of Principal of and
                 Interest on Debentures....................         33
SECTION 5.02    Maintenance of Offices or Agencies.........         33
SECTION 5.03    Appointment to Fill Vacancy in Office
                 of Trustee................................         34
SECTION 5.04    Appointment of Paying Agent Other
                 Than Trustee.............................          34

                                       iii
                                                                       
<PAGE>
                                                                   PAGE

SECTION 5.05    Annual Report to Trustee..................          34
SECTION 5.06    Covenant Regarding Authorization..........          35
SECTION 5.07    Delivery of Certain Information...........          35
SECTION 5.08    Payment of Taxes and Other Claims.........          35

                                   ARTICLE SIX

                       DEBENTUREHOLDERS' LISTS AND REPORTS
                         BY THE COMPANY AND THE TRUSTEE

SECTION 6.01    Covenant to Furnish Information............         36
SECTION 6.02    Preservation of Information;
                 Communications to Debentureholders........         36
SECTION 6.03    Reports by Company.........................         38
SECTION 6.04    Reports by Trustee.........................         38

                                  ARTICLE SEVEN

                           REMEDIES OF THE TRUSTEE AND
                      DEBENTUREHOLDERS ON EVENT OF DEFAULT

SECTION 7.01    Events of Default Defined; Acceleration
                 of Maturity...............................         40
SECTION 7.02    Rescission and Annulment...................         42
SECTION 7.03    Collection of Indebtedness and
                 Suits For Enforcement by Trustee..........         42
SECTION 7.04    Trustee May File Proof of Claim............         43
SECTION 7.05    Application of Moneys Collected by
                 Trustee...................................         43
SECTION 7.06    Limitation on Suits by Holders of
                 Debentures................................         44
SECTION 7.07    Delay or Omission in Exercise of
                 Rights Not Waiver of Default..............         45
SECTION 7.08    Right of Holders of Majority in
                 Principal Amount of Debentures
                 to Direct Trustee and Waive Defaults......         45
SECTION 7.09    Trustee to Give Notice of Defaults
                 Known to It, but May Withhold in
                 Certain Circumstances.....................         46


                                       iv
<PAGE>
                                                                   PAGE

SECTION 7.10    Requirement of Undertaking to Pay
                 Costs in Certain Suits under Indenture
                 or Against Trustee........................         46
SECTION 7.11    Unconditional Right of Holders to
                 Receive Principal and Interest and
                 to Convert................................         47
SECTION 7.12    Restoration of Rights and Remedies.........         47
SECTION 7.13    Rights and Remedies Cumulative.............         47
SECTION 7.14    Waiver of Stay or Extension Laws...........         47

                                  ARTICLE EIGHT

                             CONCERNING THE TRUSTEE

SECTION 8.01    Duties of Trustee Prior to and After Event of
                 Default....................................        48
SECTION 8.02    Certain Rights of Trustee...................        49
SECTION 8.03    Trustee not Liable for Recitals or Issuance
                 of Debentures..............................        50
SECTION 8.04    Trustee or Others May Hold Debentures..             50
SECTION 8.05    Moneys Held in Trust........................        51
SECTION 8.06    Compensation, Reimbursement and
                 Indemnity..................................        51
SECTION 8.07    Right of Trustee to Rely on Officers'
                 Certificates...............................        52
SECTION 8.08    Conflicting Interests.......................        52
SECTION 8.09    Notice of Default...........................        52
SECTION 8.10    Requirements for Eligibility of Trustee.....        52
SECTION 8.11    Resignation and Removal of Trustee;
                 Appointment of Successor...................        53
SECTION 8.12    Acceptance by Successor to Trustee..........        54
SECTION 8.13    Successor to Trustee by Merger of
                 Consolidation or Succession to Business....        54
SECTION 8.14    Authenticating Agents.......................        55
SECTION 8.15    Preferential Collection of Claims Against
                 Company....................................        56

                                        v
<PAGE>
                                  ARTICLE NINE

                            CONCERNING THE DEBENTURES

                                                                   PAGE

SECTION 9.01    Evidence of Action Taken by Debenture-
                 holders.....................................       60
SECTION 9.02    Proof of Execution of Instruments and
                 of Holding of Debentures....................       61
SECTION 9.03    Registered Holders of Debentures May
                 be Treated as Owners........................       61
SECTION 9.04    Debentures Owned by Company Deemed
                 Not Outstanding.............................       62
SECTION 9.05    Action by Debentureholders Binds Future
                 Holders.....................................       62

                                   ARTICLE TEN

                           DEBENTUREHOLDERS' MEETINGS

SECTION 10.01   Purposes for Which Meetings May
                 Be Called...................................       62
SECTION 10.02   Manner of Calling Meetings...................       63
SECTION 10.03   Call of Meetings by Company or
                 Certain Holders.............................       63
SECTION 10.04   Persons Entitled to Vote At a Meeting........       64
SECTION 10.05   Quorum; Action...............................       64
SECTION 10.06   Determination of Voting Rights;
                 Conduct and Adjournment of Meeting..........       65
SECTION 10.07   Counting Votes and Recording Action
                 of Meeting..................................       65
SECTION 10.08   No Delay.....................................       66

                                 ARTICLE ELEVEN

                             SUPPLEMENTAL INDENTURES

SECTION 11.01   Supplemental Indentures Authorized
                 by Directors................................      66
SECTION 11.02   Supplemental Indentures with Consent
                 of Debentureholders.........................      67
SECTION 11.03   Effect of Supplemental Indentures............      68
SECTION 11.04   Notation on Debentures in
                 Respect of Supplemental Indentures..........      68
SECTION 11.05   Trustee May Receive Opinion of Counsel.......      68

                                       vi
<PAGE>

                                 ARTICLE TWELVE

                         CONSOLIDATION, MERGER AND SALE

                                                                  PAGE

SECTION 12.01   Company May Consolidate, Etc................       69
SECTION 12.02   Successor Corporation to be Substituted.....       69
SECTION 12.03   Opinion of Counsel as Evidence..............       70


                                ARTICLE THIRTEEN

                           SUBORDINATION OF DEBENTURES

SECTION 13.01   Agreement to Subordinate....................       70
SECTION 13.02   Distribution on Dissolution or
                 Reorganization.............................       70
SECTION 13.03   Payments Permitted; Knowledge of Trustee....       72
SECTION 13.04   Debentureholders Authorize Trustee to
                 Subordinate................................       73
SECTION 13.05   Trustee May Hold Senior Indebtedness........       73

                                ARTICLE FOURTEEN

            SATISFACTION AND DISCHARGE OF INDENTURE; DEPOSITED MONEYS

SECTION 14.01   Satisfaction and Discharge of Indenture......      73
SECTION 14.02   Application by Trustee of Funds
                 Deposited for Payment of Debentures.........      74
SECTION 14.03   Payment of Moneys Held by
                 Paying Agent................................      75
SECTION 14.04   Return of Unclaimed Money....................      75


                                 ARTICLE FIFTEEN

                    IMMUNITY OF INCORPORATORS, STOCKHOLDERS,
                       OFFICERS AND TRUSTEES OR DIRECTORS

SECTION 15.01   Personal Immunity From Liability
                 of Incorporators, Stockholders, Etc.........      75

                                       vii
<PAGE>

                                 ARTICLE SIXTEEN

                            MISCELLANEOUS PROVISIONS

                                                                  PAGE

SECTION 16.01   Successors....................................     76
SECTION 16.02   Acts by Successor Valid.......................     76
SECTION 16.03   Surrender of Powers by Company................     76
SECTION 16.04   Notices and Demands on Company
                 and Trustee .................................     76
SECTION 16.05   Laws of New York to Govern....................     76
SECTION 16.06   Officers' Certificates and Opinions
                 of Counsels; Statements to be
                 Contained Therein............................     77
SECTION 16.07   Payments on Non-Business Days.................     77
SECTION 16.08   Provisions Required by Trust Indenture
                 Act of l939 to Control.......................     78
SECTION 16.09   Effect of Invalidity of Provisions............     78
SECTION 16.10   Indenture May Be Executed in
                 Counterparts; Trustee Accepts Trusts.........     78

ACCEPTANCE OF TRUST...........................................     78

TESTIMONIUM...................................................     80


                                      viii
<PAGE>

                                 TRUST INDENTURE


     INDENTURE,  dated as of the ______day of ______, in the year 1997,  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 1579 Straits Turnpike, Middlebury, CT 06762-1299,  (hereinafter called
the "Company"),  party of the first part, and CONTINENTAL STOCK TRANSFER & TRUST
COMPANY a limited  purpose  trust  company,  as  Trustee  hereunder  having  its
principal office at 2 Broadway, New York, NY 10004 (hereinafter sometimes called
the "Trustee"), party of the second part.

     WHEREAS,  the  Company  is  empowered  to issue  debentures  for any of the
objects and purposes of the Company;
 
     WHEREAS,  for its lawful corporate purpose, the Company has duly authorized
an issue of debentures  designated 9%  Convertible  Subordinated  Debentures due
2006 (hereinafter  referred to as the "Debentures"),  in an aggregate  principal
amount not to exceed Twenty Million  Dollars  ($20,000,000),  to be issued under
and pursuant to the provisions hereof; and

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

                               [Form of Debenture]
                                     [Face]

                The Following  legend (the "Rule 144A  Legend")  shall appear on
the face of each Restricted Global Security.

         THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF GENERAL  DATACOMM
         INDUSTRIES,  INC.  THAT (A) THIS  SECURITY  MAY NOT BE  OFFERED,  SOLD,
         PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (I) TO A PERSON WHOM THE SELLER
         REASONABLY BELIEVES IS A QUALIFIED  INSTITUTIONAL  BUYER, AS DEFINED IN
         RULE 144A, IN A TRANSACTION  IN ACCORDANCE  WITH RULE 144A,  (II) IN AN
         OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR 904 OF REGULATION S
         (OR ANY SUCCESSOR  PROVISION  THERETO,  AND AS MAY BE HEREAFTER AMENDED
         FROM  TIME TO  TIME)  UNDER  THE  SECURITIES  ACT OF 1933,  AS  AMENDED
         ("SECURITIES   ACT"),   OR  (III)   PURSUANT  TO  ANY  EXEMPTION   FROM
         REGISTRATION  PROVIDED BY RULE 144 (OR ANY SUCCESSOR PROVISION THERETO,
         AND AS MAY BE

<PAGE>

         HEREAFTER AMENDED FROM TIME TO TIME) UNDER THE SECURITIES
         ACT (IF  AVAILABLE),  IN EACH CASE IN  ACCORDANCE  WITH ALL  APPLICABLE
         SECURITIES LAWS OF THE STATES OF THE UNITED STATES,  AND (B) THE HOLDER
         WILL, AND EACH  SUBSEQUENT  HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER
         OF THIS SECURITY FROM IT OF THE RESTRICTIONS REFERRED TO IN (A) ABOVE.

         THIS SECURITY,  ANY SHARES OF COMMON STOCK ISSUABLE UPON ITS CONVERSION
         AND ANY RELATED DOCUMENTATION MAY BE AMENDED OR SUPPLEMENTED FROM TIME
         TO TIME TO MODIFY THE  RESTRICTIONS  ON AND  PROCEDURES FOR RESALES AND
         OTHER TRANSFERS OF THIS SECURITY AND ANY SUCH SHARES OF COMMON STOCK TO
         REFLECT  ANY  CHANGE  IN   APPLICABLE   LAW  OR   REGULATION   (OR  THE
         INTERPRETATION  THEREOF)  OR IN  PRACTICES  RELATING  TO THE  RESALE OR
         TRANSFER  OF  RESTRICTED  SECURITIES  GENERALLY.  THE  HOLDER  OF  THIS
         SECURITY AND ANY SUCH SHARES OF COMMON STOCK REPRESENTING THE INTERESTS
         HELD BY EACH  BENEFICIAL  OWNER HEREOF AND THEREOF,  SHALL BE DEEMED BY
         THE  ACCEPTANCE OF THIS SECURITY AND ANY SUCH SHARES OF COMMON STOCK TO
         HAVE AGREED TO ANY SUCH AMENDMENT OR SUPPLEMENT.

$___________                                                 No.___________

                        GENERAL DATACOMM INDUSTRIES, INC.

                 9% CONVERTIBLE SUBORDINATED DEBENTURE DUE 2006

     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 September
30,  2006,  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 specified in the title
of this  Debenture,  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
semi-annually  on March 3l and  September 30, or, if interest to any March 3l or
September 30 has been paid or duly  provided for, from the March 3l or September
30, as the case may be, next  preceding  the date thereof to which  interest has
been paid or duly  provided  for,  unless  the date  thereof  is a date to which
interest  has  been  paid or duly  provided  for,  in which  case  from the date
thereof, in each year until

                                       2

<PAGE>

payment of said  principal  sum has been made or duly provided for. The interest
so payable on any March 3l or September 30 will,  subject to certain  exceptions
provided in the Indenture referred to on the reverse hereof, be paid by check to
the order of the  registered  holder of record at the close of  business  on the
March 15 or September  15, as the case may be, next  preceding  such March 31 or
September  30 whether or not such March 15 or  September  15 is a business  day.
Notwithstanding the foregoing,  if the date hereof is after the fifteenth day of
any March or September as the case may be, and before the following  March 31 or
September 30, this Debenture shall bear interest from such March 3l or September
30;  provided,  however,  that if the  Company  shall  default in the payment of
interest due on such March 31 or September  30, then this  Debenture  shall bear
interest from the next preceding  March 3l or September 30 to which interest has
been  paid or duly  provided  for,  or,  if no  interest  has been  paid or duly
provided for on the Debentures, from date of authentication of this Debenture.

                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.

                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:____________

                                           GENERAL DATACOMM INDUSTRIES, INC.


                                           By:_____________________________
                                                Chairman of the Board

Attest:

                                             _______________________________
                                                      Secretary


                                       3
<PAGE>


                [FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION]

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

                                                    Trustee


                                                    By:______________________
                                                       Authorized Signature

                                    [Reverse]

                        GENERAL DATACOMM INDUSTRIES, INC.

                 9% CONVERTIBLE SUBORDINATED DEBENTURE DUE 2006

     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 twenty million dollars  ($20,000,000),  all issued or to be
issued under and pursuant to an indenture dated  ____________,  (herein referred
to  as  the  "Indenture"),  duly  executed  and  delivered  by  the  Company  to
Continental Stock Transfer & Trust Company 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 in right of payment to the
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 of all of the Debentures 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 
 


                                      4

<PAGE>

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  conversion  or  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 or a default in conversion of 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  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 or to convert this  Debenture as provided in the
Indenture.

                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
on and after September 30, 1999 and prior to maturity,  upon no less than 30 nor
more than 60 days'  notice  by mail to each  holder  of the  Debentures,  at the
general  redemption  price  (expressed in percentage of so much of the principal
amount  thereof as is to be  redeemed)  of 100%;  together,  in each case,  with
accrued interest to the date fixed for redemption;  provided,  however, that the
Debentures  may not be redeemed  prior to September  30, 2000 unless the Closing
Price (as defined in the  Indenture) of the Common Stock has equaled or exceeded
l50% of the  Conversion  Price then in effect  for at least 20 trading  days (as
defined in the Indenture) within 30 consecutive  trading days ending within five
trading days before notice of redemption is mailed.  The notice of redemption to
the holders of Debentures  to be redeemed,  in whole or in part which if in part
shall be $25.00 or an integral  multiple of $25.00,  shall be given by mailing a
notice of such  redemption  not later than on the thirtieth day, and not earlier
than the sixtieth 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.

                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  

                                       5

<PAGE>

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.

                The  Debentures  are issuable as registered  debentures  without
coupons in  denominations  of $25.00 and any integral  multiple of $25.00.  Upon
surrender of this Debenture for registration of transfer at the  above-mentioned
office or agency of the Company,  a new Debenture or  Debentures,  of authorized
denominations,  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  authorized  denominations  but of the same  aggregate
principal  amount;  all  subject  to the terms and  conditions  set forth in the
Indenture.

                Subject  to the  provisions  of the  Indenture,  the  registered
holder hereof is entitled,  at his option,  at any time prior to maturity (or if
this Debenture is called for redemption prior to maturity, then to and including
but not after the close of business on the date fixed for such redemption unless
the Company  shall default in making the  redemption  payment when due, in which
case the conversion  right shall  terminate at the close of business on the date
such default is cured and such  Debenture is redeemed) to convert the  principal
hereof (or, in case this Debenture is of a denomination in excess of $25.00, any
portion  hereof  which is $25.00 or an integral  multiple of $25.00)  into fully
paid and nonassessable shares of the Common Stock of the Company, at the initial
conversion  rate of 1.8315  shares of the Common  Stock of the  Company for each
$25.00  principal  amount of Debentures,  or at the adjusted  Conversion Rate in
effect at the date of conversion  determined as provided in the Indenture,  upon
surrender of this  Debenture  to the Company at its office or agency  maintained
for that purpose in the Borough of Manhattan,  the City of New York, accompanied
(if so required by the Company) by instruments of registration  of transfer,  in
form  satisfactory to the Company,  duly executed by the registered holder or by
his duly authorized  attorney.  If as a result of a Change in Control the holder
exercises its option to require the Company to repurchase this  Debenture,  such
right to convert shall  terminate  upon receipt by the Company of written notice
of  exercise of such option  (unless  the  Company  shall  default in making the
repurchase  payment when due, in which case the conversion right shall terminate
at the close of business on the date such default is cured and such Debenture is
repurchased).  No adjustment is to be made on  conversion  for interest  accrued
hereon  or  for  dividends  on  Common  Stock  issued  on  conversion.  However,
Debentures  surrendered  for  conversion  during the period between the close of
business on any  interest  payment  record date and the close of business on the
corresponding interest payment date (except Debentures called for redemption on
a
                                       6
<PAGE>

redemption  date) must be  accompanied  by payment of an amount  equal to the
interest  payment to be received on such  interest  payment date with respect to
such Debenture  presented for  conversion.  No fractional  shares will be issued
upon any conversion  but,  subject to the conditions  provided in the Indenture,
the Company will deliver a check for the market value of the fractional share.

                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 premium,  if any) 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  which  are  defined  in the
Indenture shall have the meanings assigned to them in the Indenture.

                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 

                                       7

<PAGE>

and  agrees  with the  Trustee  for the equal and  proportionate  benefit of the
respective holders from time to time of the Debentures as follows:

                                   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  which are defined in
the Trust Indenture Act of l939 or which 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:

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

Business Day:

                The  term  "Business  Day"  shall  mean  any  Monday,   Tuesday,
Wednesday,  Thursday or Friday which 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.

Change in Control:

                The term  "Change  in  Control"  shall be as  defined in Section
3.06.

Closing Price:

                The term "Closing Price" shall mean the last sale price as shown
on the Composite Tape of The New York Stock Exchange,  Inc., or, in case no such
sales take place on such day, the average of the closing bid and asked prices on
the New York Stock  Exchange,  or, if the Common Stock is not listed or admitted
to trading on such Exchange,  on the principal national  securities  exchange on
which the Common Stock is listed or admitted to trading, or, if it is not listed
or admitted to trading on any national securities  exchange,  the average of the
closing bid and asked prices as furnished by any New York Stock Exchange  member
firm  selected  from time to time by the Board of  

                                       8

<PAGE>

Directors  of the  Company  for  such  purpose  (other  than  the  Company  or a
subsidiary thereof).

Common Stock:

                The term "Common Stock" shall be as defined in Section 4.04(i).

Company:

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

Conversion Rate; Conversion Price:

                The term  "Conversion  Rate"  shall mean the number of shares of
Common  Stock for which  each  $25.00  principal  amount  of  Debentures  may be
converted  from time to time as  provided  in  Article  Four.  The  relationship
between the Conversion  Rate and the  "Conversion  Price" shall be such that the
conversion price shall equal $25.00 divided by the Conversion Rate.

Convertible Exchangeable Preferred Stock:

                The term "Convertible  Exchangeable  Preferred Stock" shall mean
the Company's 9% Cumulative Convertible  Exchangeable Preferred Stock ($l.00 par
value per share) which is  convertible  at the option of the holder at any time,
unless  previously  redeemed,  into Common  Stock at a rate of 1.8315  shares of
Common Stock for each share of Preferred  Stock as such  Conversion  Rate may be
adjusted from time to time.

Corporate Trust Office of the Trustee:

                The term "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 2 Broadway,  New York, N.Y.
10004.

Date of Conversion:

                The term "Date of  Conversion"  with  respect  to any  Debenture
shall mean the date on which such Debenture  shall be surrendered for conversion
in accordance with the provisions of Article Four.

                                       9
<PAGE>

Debenture or Debentures:

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

                The term "Outstanding",  when used with reference to Debentures,
shall,  subject to the  provisions of Section 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.

Debenture Registrar:

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

Debentureholder:

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

Depositary:

                The term "Depositary"  shall mean with respect to any securities
issued  in whole or in part in the form of one or more  Global  Securities,  the
clearing agency that is registered under the Securities Exchange Act of 1934 and
designated to act as Depositary for such securities,  as contemplated by Section
2.12 or any successor  clearing agency registered under the Securities  Exchange
Act of 1934 as contemplated by Section 2.12.

Event of Default:

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

                                       10

<PAGE>

Execution of Debentures:

                A Debenture which is signed in accordance with the provisions of
Section 2.04 of this Indenture or which bears the facsimile signatures permitted
by such  provisions  shall  be  deemed  to be  executed,  and  the  time of such
execution  shall be  deemed  to be the time  that  such  signing  occurs or such
facsimile signatures are imprinted or otherwise reproduced on such Debenture.

Indenture:

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

Interest Payment Date:

                The term  "Interest  Payment  Date" shall mean each March 3l and
September 30.

Interest Payment Record Date:

                The term  "Interest  Payment Record Date" shall be as defined in
Section 2.03.

Market Price:

                The term "Market Price" shall be as defined in Section 4.04(d).

Officers' Certificate:

                The term "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:

                The term  "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.


                                       11

<PAGE>

Registered Holder:

                The term "Registered Holder" shall mean the person or persons in
whose name or names a particular  Debenture  shall be registered on the books of
the  Company  kept  for  that  purpose  in  accordance  with  the  terms of this
Indenture.

Repurchase Date:

                The term "Repurchase Date" shall be as defined in Section 3.06.

Repurchase Right Notice:

                The  term  "Repurchase  Right  Notice"  shall be as  defined  in
Section 3.06.

Responsible Officer:

                The term  "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
customarily  performing  functions similar to those performed by the persons who
at the time shall be 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:

                  The term "Senior  Indebtedness"  shall mean the  principal of,
premium,  if any,  and  interest  on:  (a) any and all  other  indebtedness  and
obligations of the Company  (including  indebtedness of others guaranteed by the
Company)  other than the  Debentures,  whether  or not  contingent  and  whether
outstanding  on the date of the  Indenture or  thereafter  created,  incurred or
assumed,  which (i) is for money borrowed;  (ii) is evidenced by any bond, note,
debenture or similar  instrument;  (iii)  represents  the unpaid  balance on the
purchase  price of any  property,  business,  or asset of any  kind;  (iv) is an
obligation  of the  Company  as  lessee  under any and all  leases of  property,
equipment or other assets required to be capitalized on the balance sheet of the
lessee under generally accepted  accounting  principles;  (v) is a reimbursement
obligation  of the  Company  with  respect  to  letters  of  credit;  (vi) is an
obligation of the Company with respect to interest swap  obligations and foreign
exchange  agreements;  or (vii) is an obligation of others  secured by a lien to
which any of the properties or assets (including, without limitation,  leasehold
interests and any other tangible or intangible  property  rights) of the Company
are subject,  whether or not the  obligations  secured  thereby  shall have been
assumed by the Company or shall otherwise be the Company's legal liability,  and
(b)  any  deferrals,   amendments,   renewals,  extensions,   modifications 

                                       12

<PAGE>

and  refundings of any  indebtedness  or  obligations  of the types  referred to
above;  provided that Senior  Indebtedness shall not include (i) the Debentures;
(ii) any  indebtedness  or obligation of the Company which,  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 is not superior 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  which 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.

Senior Indebtedness Default:

                The term "Senior Indebtedness Default" shall mean the occurrence
of any default in the payment of principal,  premium,  if any,  sinking fund, 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.

Subsidiary:

                The term  "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.

Trading Day:

                The term  "Trading  Day"  shall mean a day on which the New York
Stock Exchange (or any successor to such  Exchange) is open for the  transaction
of business or, if the Common Stock is not listed or admitted to trading on such
Exchange, a day on which the principal national securities exchange on which the
Common Stock is listed is open for the transaction of business or, if the Common
Stock is not listed or admitted to trading on any national securities  exchange,
a day on  which  any New  York  Stock  Exchange  member  firm  is  open  for the
transaction of business.

Trustee:

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

                                       13
<PAGE>

Trust Indenture Act of 1939:

                The  term  "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.


                                   ARTICLE TWO

                 ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND
                             EXCHANGE OF DEBENTURES

                SECTION 2.01. Amount, Authentication and Delivery of Debentures.
Debentures,  for not to exceed the aggregate  principal amount of twenty million
dollars  ($20,000,000),  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.

                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 of the tenor and purport as in this Indenture
above  recited,   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 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 Twenty-Five Dollars ($25.00) and any integral multiple thereof.

                Except as provided in the next sentence, the Debentures shall be
dated the date of authentication and shall bear interest,  payable semi-annually
on March 31 and September 30, from the date of authentication of the Debentures,
or, if interest to any March 31 or September  30 has been paid or duly  provided
for, from the March 31 or September  30, as the case may be, next  preceding the
date thereof to which  interest has been paid or duly provided for,  unless such
date is a date to which  interest has been paid or duly  provided  for, in which
case they shall bear interest from the date thereof.  However,  so long as there
shall be no existing default in the payment of interest on the Debentures,  each
Debenture  authenticated  after the close of  business  on the  record  date

                                       14

<PAGE>

(as  hereinafter  defined)  for any  interest  payment  date  and  prior to such
Interest  Payment Date shall bear  interest  from 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,  then  all such
Debentures  shall bear  interest  from March 31 or September 30, as the case may
be, next  preceding the date of such  Debentures to which interest has been paid
or duly  provided  for, or if no interest has been paid or duly  provided for on
the Debentures,  from the date of  authentication  of the  Debentures.  The term
"record date" as used with respect to a semi-annual  Interest Payment Date shall
mean the March 15 or  September  15,  as the case may be,  next  preceding  such
Interest Payment Date.

                The  person in whose name any  Debenture  is  registered  at the
close of  business  on the record date with  respect to a  semi-annual  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 March 3l or September 30 and before the opening of business on such March 3l
or September 30 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

                                       15

<PAGE>

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 which 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.

                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 and
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 its 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".

                                       16

<PAGE>

                The several  authorized  denominations  of  Debentures  shall be
interchangeable 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,  conversion 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  conversion 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  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 

                                       17

<PAGE>

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  which  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,  conversion,
exchange or registration of transfer shall be delivered to the Trustee and shall
be canceled by it, and no Debentures  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 cremate 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.

                                       18

<PAGE>

                  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.

                  SECTION 2.11. CUSIP Numbers. The Company in issuing Debentures
shall use  "CUSIP"  numbers  (if then  generally  in use) in  addition to serial
numbers; if so, the Trustee shall use such "CUSIP" numbers in addition to serial
numbers in notice of redemption  and  repurchase  as a  convenience  to holders;
provided that any such notice may state that no representation is made as to the
correctness  of such CUSIP  numbers  either as printed on the  Debentures  or as
contained in any notice of a redemption or  repurchase  and that reliance may be
placed  only on the  serial  or  other  identification  numbers  printed  on the
Debentures,  and any such redemption or repurchase  shall not be affected by any
defect in or omission of such CUSIP numbers.

                SECTION  2.12.  Global   Securities.   The  Debentures,   unless
registered under the Securities Act of 1933, as amended ("Securities Act") shall
be issued  initially in the form of a "Restricted  Global  Security" (or, if the
initial  purchasers are Accredited  Investors,  Definitive  Securities  that are
Restricted Securities.) The Depositary or its nominee shall be the holder of the
Global Security,  and owners of beneficial interests in the Security represented
by the Global Security shall hold such interests  pursuant to the procedures and
practices of the Depositary.  Any such owner's beneficial  ownership of any such
Debentures  will be shown only on, and the transfer of such  ownership  interest
shall be effected only  through,  records  maintained  by the  Depositary or its
nominee.  Transfer of interests in the Global  Security  shall be subject to the
provisions of Section 2.05. All interests in the Global  Security may be subject
to the procedures and requirements of the Depositary.

         Unless the  Depositary  notifies  the Company  that it is  unwilling or
unable  to  continue  as  depositary  for a Global  Security  or  ceases to be a
"Clearing  Agency"  registered  under  the  Securities   Exchange  Act  of  1934
("Exchange Act") or announces an intention permanently to cease business or does
in fact do so and a successor  Depositary is not appointed by the Company within
90 days of such notice, owners of beneficial interests in a Global Security will
not be entitled to have any portions of such Global Security registered in their
names,  will  not  receive  or be  entitled  to  receive  physical  delivery  of
Securities in definitive  form and will not be considered  the owners or holders
of the Global Security.  Any Global Security exchanged upon the occurrence of an
event described in the preceding sentence shall be so exchanged in whole and not
in part.  Any Security  issued in exchange for a Global  Security or any portion
thereof  shall be a Global  Security,  provided that any such Security so issued
that is  registered  

                                       19

<PAGE>

in the name of a Person other than the Depositary or a nominee thereof shall not
be a Global Security.

         Securities  issued in  exchange  for a Global  Security  or any portion
thereof pursuant to the preceding paragraph above shall be issued in definitive,
fully  registered  form,  without  interest  coupons,  shall  have an  aggregate
principal  amount equal to that of such Global Security or portion thereof to be
so  exchanged,  shall be  registered  in such  names  and be in such  authorized
denominations  as the  Depositary  shall  designate  and shall bear any  legends
required  hereunder.  Any Global  Security  to be  exchanged  in whole  shall be
surrendered  by the  Depositary  to the Trustee,  as Debenture  Registrar.  With
regard to any Global  Security  to be  exchanged  in part,  either  such  Global
Security  shall be so  surrendered  for exchange or, if the Trustee is acting as
custodian  for the  Depositary  or its  nominee  with  respect  to  such  Global
Security,  the principal amount thereof shall be reduced,  by an amount equal to
the portion  thereof to be so exchanged,  by means of an appropriate  adjustment
made on the records of the Trustee.  Upon any such surrender or adjustment,  the
Trustee shall authenticate and deliver the Security issuable on such exchange to
or upon the order of the Depositary or an authorized  representative thereof. In
the event of the  occurrence  of any of the events  specified  in the  preceding
paragraph,  the Company will promptly make available to the Trustee a reasonable
supply of certificated Securities in definitive form.

         Except as otherwise  set forth in the  Indenture or a Global  Security,
owners of beneficial  interests in the Securities evidenced by a Global Security
will not be  entitled to any rights  under the  Indenture  with  respect to such
Global  Security,  and the  Depositary  or its  nominee  may be  treated  by the
Company,  the  Trustee  and any agent of the Company or the Trustee as the owner
and Holder of such Global Security for all purposes whatsoever.  Notwithstanding
the foregoing, nothing herein shall prevent the Company, the Trustee or any such
agent  from  giving  effect  to  any  written  certification,   proxy  or  other
authorization  furnished by the Depositary or its nominee or impair,  as between
the  Depositary  or its  nominee and such owners of  beneficial  interests,  the
operation of  customary  practices  governing  the exercise of the rights of the
Depositary or its nominee as Holder of any Security.

         The Depositary shall be a clearing agency registered under the Exchange
Act.  Initially,  any and all Global Securities issued hereunder shall be issued
to the  Depositary,  registered  in the  name  of [ ],  as  the  nominee  of the
Depositary, and deposited with the Trustee, as custodian for [ ].

                                  ARTICLE THREE

                            REDEMPTION OF DEBENTURES

                SECTION 3.01. Debentures  Redeemable.  Subject to the provisions
of  Article  Thirteen  hereof,  the  Company  may,  at its  option,  redeem  the
Debentures,  as a 

                                       20
<PAGE>

whole or from time to time in part, at any time on and after September 30, l999,
and prior to maturity at the general  redemption  price of l00% of the principal
amount thereof as is to be redeemed,  in each case, with accrued interest to the
date fixed for redemption (but if the date fixed for redemption is a semi-annual
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),  provided,  however,  that the  Debentures  may not be
redeemed  prior to  September  30, 2000  unless the Closing  Price of the Common
Stock has equaled or exceeded l50% of the conversion price then in effect for at
least 20 trading  days within 30  consecutive  trading  days ending  within five
trading days before notice of redemption is mailed.

                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 notice of such  redemption  not later than on the thirtieth day, and
not earlier than on the sixtieth  day,  before the date fixed for  redemption to
such holders at their last addresses as they shall appear upon the  registration
books.  Any  notice  which 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 of l00% of the principal  amount 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.  Such notice shall also state the current Conversion Price
and the date on which the right to convert such  Debentures or portions  thereof
into Common  Stock will  terminate.  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 (which shall be $25.00 or an integral  multiple of $25.00) 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 45 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

                                       21
  
<PAGE>

Debentures to be redeemed, and thereupon the Trustee shall select the particular
Debentures or parts thereof so to be redeemed by lot according to such 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 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 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  which 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.

                  SECTION 3.06. Redemption Following Change in Control. (a) Each
holder of  Debentures  shall have the right,  as provided in this Section  3.06,
upon a Change in Control (as defined in this Section  3.06),  subject to certain
conditions  and  restrictions,  to require the Company to repurchase  all or any
part (in integral  multiples 

                                       22

<PAGE>

of $25.00) of their  Debentures  at a  purchase  price of 100% of the  principal
amount thereof, plus accrued and unpaid interest, if any, to the Repurchase Date
(as defined herein). The Company shall have the right to satisfy such repurchase
obligation  by delivery of shares of its Common Stock valued at the Market Price
(as defined herein) in exchange for certificates evidencing the Debentures.

                  (b) The term  "Change in Control" as used in this Section 3.06
means the  occurrence of any of the following  events after the date of original
issuance  of the  Convertible  Exchangeable  Preferred  Stock:  (i)  any  person
(including any entity or group deemed to be a "person" under Section 13(d)(3) or
Section 14(d)(2) of the Exchange Act) becomes the direct or indirect  beneficial
owner (as  determined in  accordance  with Rule 13d-3 under the Exchange Act) of
shares of the Company's capital stock representing greater than 50% of the total
voting power of all shares of capital  stock of the Company  entitled to vote in
the election of Directors under ordinary circumstances or to elect a majority of
the Board of  Directors  of the Company,  (ii) the Company  sells,  transfers or
otherwise  disposes of all or  substantially  all of the assets of the  Company,
(iii)  when,  during  any  period  of 12  consecutive  months  after the date of
original  issuance of the Shares of Convertible  Exchangeable  Preferred  Stock,
individuals  who at the beginning of any such 12-month  period  constituted  the
Board  of  Directors  of the  Company  (together  with any new  directors  whose
election by such Board or whose  nomination for election by the  stockholders of
the Company  was  approved  by a vote of a majority  of the  directors  still in
office  who were  either  directors  at the  beginning  of such  period or whose
election or nomination for election was  previously so approved),  cease for any
reason to constitute a majority of the Board of Directors of the Company then in
office  (excluding from such calculation any election of directors by holders of
Convertible  Exchangeable Preferred Stock), or (iv) the date of the consummation
of the merger or  consolidation  of the Company with another  company  where the
stockholders  of the Company  immediately  prior to the merger or  consolidation
would not  beneficially  own,  immediately  after the  merger or  consolidation,
shares  entitling  such  stockholders  to 50% or  more  of  all  votes  (without
consideration  of the  rights  of any  class of stock  to elect  directors  by a
separate class vote) to which all  stockholders  of the Company  issuing cash or
securities in the merger or  consolidation  would be entitled in the election of
directors, or where members of the Board of Directors of the Company immediately
prior to the merger or consolidation, would not, immediately after the merger or
consolidation,  constitute  a majority of the board of  directors of the Company
issuing cash or securities in the merger or consolidation.

                  (c) Each holder of Debentures  shall have the right  effective
for 30 days following the receipt of a notice  disclosing such Change in Control
(the "Repurchase  Right Notice") to require the Company to repurchase all or any
part (in integral multiples of $25.00) of such holder's Debentures,  on the date
(the  "Repurchase  Date")  that is no later  than 45 days  after the date of the
Repurchase  Right Notice,  at a repurchase  price equal to 100% of the principal
amount  thereof,  plus accrued and unpaid  interest to the Repurchase  Date with
respect to such  Debentures.  On or before 

                                       23

<PAGE>

the 30th day following any Change in Control,  the Company, or at the request of
the Company,  the transfer agent, shall mail the Repurchase Right Notice to each
holder of record of the  Debentures  stating  (i) that a Change in  Control  has
occurred and that such holder has the right to require the Company to repurchase
such holder's Debentures,  (ii) the Repurchase Date, (iii) the date by which the
right to cause  repurchase  must be  exercised,  (iv)  the  price at which  such
repurchase is to be made, if the right to cause  repurchase is exercised and (v)
a description of the procedure which such holder must follow to exercise a right
to cause repurchase and whether or not the Company  presently intends to deliver
shares of its Common  Stock in payment  therefor.  No failure of the  Company to
give the  foregoing  notice  shall limit any such  holder's  right to exercise a
repurchase  right.  To exercise the repurchase  right, on or before the 30th day
after the date of the  Repurchase  Right  Notice,  holders  of  Debentures  must
deliver written notice to the Company (or an agent designated by the Company for
such  purposes)  of the  holder's  exercise  of such  right,  together  with the
certificate  for  such  Debentures  with  respect  to which  the  right is being
exercised,  duly endorsed for transfer. Such written notice shall be irrevocable
except with respect to conversions  permitted  prior to the Repurchase  Date. If
the Repurchase Date is between a regular record date for the payment of interest
and the next succeeding  Interest Payment Date, any Debentures to be repurchased
must be  accompanied  by payment of an amount equal to the interest,  payable on
such next succeeding Interest Payment Date on the amount to be repurchased,  and
interest  will be paid on such  next  succeeding  Interest  Payment  Date to the
registered  holder of such Debentures on the immediately  preceding record date.
Debentures  repurchased  on an Interest  Payment Date need not be accompanied by
any payment,  and the interest on Debentures  being  repurchased will be paid on
such Interest  Payment Date to the registered  holder of such  Debentures on the
corresponding  record date.  The Company shall have 10 days from receipt of such
exercise to notify the holder  whether the  Company  will redeem the  Debentures
and/or  deliver  shares  of  Common  Stock in  satisfaction  of its  obligations
hereunder.

                                  ARTICLE FOUR

                            CONVERSION OF DEBENTURES

                SECTION 4.01. Conversion Privilege and Conversion Price. Subject
to and upon  compliance  with the provisions of this Article Four, at the option
of the holder,  any  Debenture,  or any portion of the principal  amount thereof
which is $25.00 or an integral multiple of $25.00, may, at any time during usual
business  hours prior to  September  30, 2006 (or if such  Debenture  or portion
thereof is called for redemption prior to September 30, 2006, then in respect of
such  Debenture or portion  thereof to and  including but not after the close of
business on the date fixed for such redemption  unless the Company shall default
in making the redemption  payment when due, in which case the  conversion  right
shall  terminate  at the close of business on the date such default is cured and
such  Debenture is  redeemed),  be converted  into fully paid and

                                       24
<PAGE>

nonassessable shares of Common Stock of the Company at the equivalent conversion
rate in effect for the Convertible  Exchangeable  Preferred Stock of the Company
at the date of exchange of such Convertible Exchangeable Preferred Stock for the
Debentures.  If as a result of a Change in  Control  the  holder  exercises  its
option to require the Company to repurchase the Debenture, such right to convert
shall  terminate  upon  receipt by the Company of written  notice of exercise of
such option unless the Company shall  default in making the  repurchase  payment
when due, in which case the  conversion  right shall  terminate  at the close of
business on the date such default is cured and such  Debenture  is  repurchased.
The  Conversion  Rate shall be  adjusted  in certain  instances  as  provided in
Section 4.04.  The price at which the Company's  Common Stock shall be delivered
upon conversion  shall be initially U.S.  $13.65 per share of Common Stock.  The
Conversion  Price shall be adjusted in certain  instances as provided in Section
4.04.

                SECTION  4.02.  Manner of Exercise of Conversion  Privilege.  In
order to exercise the  conversion  privilege,  the holder of any Debenture to be
converted  shall  surrender  such  Debenture  at  any  office  or  agency  to be
maintained by the Company for that purpose  pursuant to Section 5.02,  and shall
give  written  notice to the  Company at such  office or agency  that the holder
elects to convert such  Debenture or a specified  portion  thereof.  Such notice
shall also state the name or names (with  address) in which the  certificate  or
certificates  for  shares  of  Common  Stock  which  shall be  issuable  on such
conversion  shall be issued.  Each Debenture  surrendered for conversion  shall,
unless the shares  issuable on  conversion  are to be issued in the same name as
the  registration of such Debenture,  be accompanied by instruments of transfer,
in form satisfactory to the Company and the Trustee, duly executed by the holder
or his duly authorized attorney. As promptly as practicable after the receipt of
such notice and the surrender of such Debenture as aforesaid,  the Company shall
issue and shall  deliver  at such  office  or agency to such  holder,  or on his
written  order,  a  certificate  or  certificates  for the number of full shares
issuable upon the conversion of such Debenture or portion  thereof in accordance
with the provisions of this Article Four and any fractional  interest in respect
of a share of Common  Stock  arising  upon such  conversion  shall be settled as
provided in Section  4.03.  In the case of any  Debenture  which is converted in
part only,  the Company  shall execute and the Trustee  shall  authenticate  and
deliver to the holder  thereof,  without  service  charge,  a new  Debenture  or
Debentures as requested by such holder in an aggregate principal amount equal to
the  unconverted  portion of the principal of such  Debenture.  Each  conversion
shall be deemed to have been  effected  on the date on which such  notice  shall
have been  received by the Company or its  conversion  agent and such  Debenture
shall have been  surrendered  as  aforesaid,  and the person or persons in whose
name or names any certificate or  certificates  for shares of Common Stock shall
be issuable upon such conversion shall be deemed to have become on said date the
holder or  holders  of  record  of the  shares  represented  thereby;  provided,
however,  that if the  transfer  books of the Company for Common  Stock shall be
closed on said date,  the  Company  shall not be required to issue any shares on
such  conversion  until the date on which such transfer  books shall be reopened
and such  person or  persons  shall not be deemed to have 

                                       25

<PAGE>

become the holder or  holders of record of such  shares  until the date on which
such transfer books shall be reopened, but such conversion shall be nevertheless
be effected when such transfer books shall be reopened at the Conversion Rate in
effect on and otherwise as of the date on which such  Debenture  shall have been
surrendered to and such notice received by the Company as aforesaid. The Company
covenants  and agrees that its books for the  transfer of Common Stock shall not
be closed during any period which includes a record date for a dividend or other
distribution  on Common Stock.  However,  Debentures  surrendered for conversion
during the period  between the close of business on any Interest  Payment Record
Date and the  close of  business  on the  corresponding  Interest  Payment  Date
(except  Debentures  called  for  redemption  on  a  redemption  date)  must  be
accompanied by payment of an amount equal to the interest payment to be received
on such  Interest  Payment Date with respect to such  Debentures  presented  for
conversion.  Subject to the aforesaid  requirement for a payment in the event of
conversion  after the close of business on the Interest Payment Record Date next
preceding an Interest  Payment Date,  no  adjustment  shall be made for interest
accrued on any Debenture  that shall be converted or for dividends on any Common
Stock that shall be issued upon the  conversion of such Debenture as provided in
this Article Four.

                SECTION 4.03.  Fractional Shares. No fractional shares of Common
Stock shall be issued upon conversions of Debentures. If more than one Debenture
shall be surrendered  for conversion at one time by the same holder,  the number
of full shares which shall be issuable upon conversion  shall be computed on the
basis of the aggregate principal amount of the Debentures (or specified portions
thereof  to  the  extent  permitted  hereby)  so  surrendered.  Instead  of  any
fractional  share of  Common  Stock  which  would  otherwise  be  issuable  upon
conversion  of  any  Debenture  or  Debentures,  the  Company  shall  pay a cash
adjustment  (calculated  to the  nearest  cent) in  respect  of such  fractional
interest in an amount equal to the Closing Price of such fractional  interest on
the trading day  immediately  preceding  the date upon which such  Debenture  or
Debentures are surrendered for conversion. The Closing Price of the Common Stock
on any  trading day shall be computed on the basis of the last sale price of the
Common Stock as shown on the  Composite  Tape of the New York Stock  Exchange on
such trading day, or, if there be no such sale price on such day, the average of
the closing bid and asked prices per share of the Common Stock on such  Exchange
on such  trading  day. If the Common Stock is not at the time listed or admitted
to trading on such  Exchange,  such  Closing  Price  shall be the average of the
closing  bid and asked  prices on such  trading  day on the  principal  national
securities  exchange on which the Common Stock is listed or admitted to trading,
or, if the Common  Stock is not listed or  admitted  to trading on any  national
securities  exchange,  the average of the  closing bid and asked  prices on such
trading day as furnished  by any New York Stock  Exchange  member firm  selected
from time to time by the Board of  Directors  of the  Company  for such  purpose
(other than the Company or a subsidiary thereof).

                                       26
     SECTION 4.04.  Adjustment  of Conversion  Rate and  Conversion  Price.  The
conversion rate shall be adjusted from time to time as follows:

                  (a) In case the  Company  shall,  at any time or from  time to
         time while any  Debentures  are  outstanding,  (i) issue  shares of its
         Common Stock as a dividend or  distribution  on the Common Stock,  (ii)
         subdivide its outstanding  shares of Common Stock, or (iii) combine its
         outstanding shares of Common Stock into a smaller number of shares, the
         conversion price and the conversion rate in effect immediately prior to
         such  action  shall be  adjusted  so that the holder of any  Debentures
         thereafter  surrendered for conversion shall be entitled to receive the
         number of shares of capital  stock of the  Company  which  such  holder
         would have owned or have been entitled to receive immediately following
         such  action  had such  Debentures  been  converted  immediately  prior
         thereto.  An  adjustment  made  pursuant to this Section  4.04(a) shall
         become  effective  retroactively  to  immediately  after the opening of
         business  on the  day  following  the  record  date  in the  case of an
         issuance and shall become  effective  immediately  after the opening of
         business  on the day  following  the  effective  date in the  case of a
         subdivision  or  combination.  If,  as a result of an  adjustment  made
         pursuant  to  this  Section  4.04(a),  the  holder  of  any  Debentures
         thereafter  surrendered for conversion shall become entitled to receive
         shares of two or more  classes of  capital  stock of the  Company,  the
         Board of Directors  (whose  determination  shall be  conclusive)  shall
         determine  the  allocation  of the  adjusted  Conversion  Price  and/or
         Conversion  Rate  between  or among  shares of such  classes of capital
         stock.
                  (b) In case the  Company  shall,  at any time or from  time to
         time  while any of the  Debentures  are  outstanding,  issue  rights or
         options  or  warrants  to all  holders  of shares of its  Common  Stock
         entitling  them to subscribe for or acquire  shares of Common Stock (or
         securities  convertible  into or  exchangeable  for Common  Stock) at a
         price per share less than the current  market price per share of Common
         Stock  (as  defined  in  Section  4.04(d),  at such  record  date,  the
         Conversion  Rate  shall be  adjusted  so that it shall  equal  the rate
         determined by  multiplying  the Conversion  Rate in effect  immediately
         prior to the date of issuance of such rights or warrants by a fraction,
         the  numerator  of which shall be the number of shares of Common  Stock
         outstanding  on the  date of  issuance  of  such  rights,  options,  or
         warrants plus the number of  additional  shares of Common Stock offered
         for subscription or purchase, and the denominator of which shall be the
         number of shares of Common Stock outstanding on the date of issuance of
         such rights or warrants  plus the number of shares which the  aggregate
         offering  price of the total number of shares so offered would purchase
         at such current Market Price. For the purposes of this Section 4.04(b),
         the  issuance  of  rights,  

                                       27

<PAGE>

options or warrants to subscribe  for or purchase  securities  convertible  into
Common  Stock  shall be deemed to be the  issuance  of  rights  or  warrants  to
purchase the share of Common Stock into which such securities are convertible at
an  aggregate  offering  price  equal to the  aggregate  offering  price of such
securities plus the minimum aggregate amount (if any) payable upon conversion of
such securities into shares of Common Stock;  provided,  however, that if all of
the shares of Common Stock subject to such rights,  options or warrants have not
been issued when such rights,  options or warrants  expire,  then the Conversion
Price shall promptly be readjusted to the  Conversion  Price which would then be
in effect  had the  adjustment  upon the  issuance  of such  rights,  options or
warrants  been made on the basis of the actual  number of shares of Common Stock
issued upon the exercise of such rights, options or warrants. An adjustment made
pursuant  to  this  Section   4.04(b)  shall  become   effective   retroactively
immediately after the record date for the determination of stockholders entitled
to receive such rights, options or warrants.

                  (c) In case the  Company  shall,  at any time or from  time to
         time while any of the  Debentures  are  outstanding,  distribute to all
         holders of shares of its Common Stock evidences of its  indebtedness or
         securities  or  assets   (excluding  cash  dividends   payable  out  of
         consolidated  earnings or retained  earnings  or  dividends  payable in
         shares of Common Stock) or rights, options or warrants to subscribe for
         securities of the Company or any of its  subsidiaries  (excluding those
         referred to in Section 4.04(b)),  then in each such case the Conversion
         Rate shall be adjusted so that it shall  equal the rate  determined  by
         multiplying the Conversion Rate in effect immediately prior to the date
         of such distribution by a fraction, the numerator of which shall be the
         current  Market  Price per share  (determined  as  provided  in Section
         4.04(d)) of the Common Stock on the record date referred to below,  and
         the  denominator  of which shall be such current Market Price per share
         of the Common Stock less the then fair market value (as  determined  by
         the Board of  Directors of the Company,  whose  determination  shall be
         conclusive)  of the portion of the assets or evidences of  indebtedness
         or securities or assets so distributed or of such  subscription  rights
         or warrants  applicable to one share of Common Stock.  Such  adjustment
         shall become effective retroactively  immediately after the record date
         for  the  determination  of  stockholders   entitled  to  receive  such
         distribution.

                  (d) For the purpose of any computation  under Section 4.04(b),
         and 4.04(c), the current Market Price of a share of Common Stock on any
         date  shall  be  the  average  of  the  daily  Closing  Prices  for  10
         consecutive Trading Days before the day in question.

                                       28
  
<PAGE>

                (e) The  Company  shall be  entitled  to make such  additional
         adjustments in the Conversion  Price,  in addition to those required by
         subsections  4.04(a),  4.04(b),  and 4.04(c),  as shall be necessary in
         order that any dividend or distribution in shares of stock, subdivision
         or combination of shares of Common Stock,  issuance of rights,  options
         or  warrants,  evidences  of  indebtedness  or assets  (other than cash
         dividends  payable out of consolidated  earnings or retained  earnings)
         referred to above, shall not be taxable to the stockholders.

                  (f) In any case in which this Section 4.04 shall  require that
         an  adjustment  be made  retroactively  immediately  following a record
         date,  the Company  may elect to defer (but only for five (5)  Business
         Days  following  the  filing of the  statement  referred  to in Section
         4.04(h))  issuing to the holder of any Debentures  converted after such
         record date (i) the shares of Common Stock and other  capital  stock of
         the  Company  issuable  upon such  conversion  over and above  (ii) the
         shares of Common Stock and other capital stock of the Company  issuable
         upon such  conversion  on the  basis of the  conversion  rate  prior to
         adjustment.

                  (g) Notwithstanding any other provisions of this Section 4.04,
         the  Company  shall  not be  required  to make  any  adjustment  of the
         conversion  rate unless such  adjustment  would  require an increase or
         decrease of at least 1% in such rate.  Any lesser  adjustment  shall be
         carried  forward and shall be made at the time of and together with the
         next  subsequent  adjustment  which,  together  with any  adjustment or
         adjustments so carried forward, shall amount to an increase or decrease
         of at least 1% in such rate.

                  (h) Whenever an adjustment in the Conversion Rate is required,
         the Company shall  forthwith place on file with the Trustee a statement
         signed by its Chief Executive Officer,  Chief Financial Officer,  Chief
         Operating  Officer or a Senior  Vice  President  and by its  Secretary,
         Assistant Secretary or Treasurer,  stating the adjusted Conversion Rate
         determined  as  provided  herein.  Such  statements  shall set forth in
         reasonable  detail such facts as shall be  necessary to show the reason
         and the  manner  of  computing  such  adjustment.  Promptly  after  the
         adjustment of the Conversion  Rate, the Company or Trustee shall mail a
         notice thereof to each holder of Debentures.

                  (i) The term "Common  Stock" as used in this  Indenture  means
         the Company's  Common Stock,  $.10 par value, as the same exists at the
         date of original  issuance of the  Convertible  Exchangeable  Preferred
         Stock or any other class of stock resulting from successive  changes or
         reclassifications  of such Common Stock consisting solely of changes in
         par value,  or from par value to no par value,  or from no par

                                       29
<PAGE>
 
          value to  par value.  In the event that at any time as a result of
          an  adjustment  made  pursuant to Section  4.04(a),  the holder of any
          Debenture thereafter  surrendered for conversion shall become entitled
          to receive any shares of the  Company  other than shares of its Common
          Stock,  the  Conversion  Rate of such other shares so receivable  upon
          conversion  shall be  subject  to  adjustment  from  time to time in a
          manner  and on  terms  as  nearly  equivalent  as  practicable  to the
          provisions with respect to Common Stock contained in subparagraphs (a)
          through (g) of this Section 4.04,  and the  provisions of Section 4.01
          through 4.03 and 4.05 through 4.11 with respect to the Common Stock
          shall apply on like or similar terms to any such other shares.

                  SECTION  4.05.  Effect of  Reclassifications,  Consolidations,
Mergers or Sales on Conversion Privilege. In case of (a) any reclassification or
change of outstanding  shares of Common Stock issuable upon conversion of shares
of the Debentures  (other than a change in par value or from par value to no par
value or from no par  value to par  value,  or as a result of a  subdivision  or
combination), or (b) any consolidation or merger of the Company with one or more
other Company's  (other than a  consolidation  or merger in which the Company is
the  continuing  company  and which does not result in any  reclassification  or
change of  outstanding  shares of Common Stock  issuable upon  conversion of the
Debentures), or (c) any sale or conveyance to another company or other entity of
all or substantially  all of the property of the Company,  then,  subject to the
applicable  rights of the  holders  upon a Change in  Control  (as  hereinbefore
defined),  the Company,  or such successor  company or other entity, as the case
may be, shall make  appropriate  provision so that the holder of each  Debenture
then  outstanding  shall have the right to convert such  Debenture into the kind
and amount of shares of stock or other  securities and property  receivable upon
such consolidation,  merger, sale,  reclassification,  change or conveyance by a
holder of the number of shares of Common Stock into which such  Debenture  might
have been  converted  immediately  prior to such  consolidation,  merger,  sale,
reclassification, change or conveyance, subject to adjustments which shall be as
nearly equivalent as may be practicable to the adjustments  provided for in this
Section 4.05. If in connection  with any such  reclassification,  consolidation,
merger, sale, transfer,  or share exchange each holder of shares of Common Stock
is entitled to elect to receive  either  securities,  cash or other  assets upon
completion of such transaction, the Company will provide or cause to be provided
to each holder of the Debentures  the right to elect to receive the  securities,
cash or other  assets  into which the  Debentures  held by such  holder  will be
convertible  after  completion  of any such  transaction  on the same  terms and
subject  to the same  conditions  applicable  to  holders  of the  Common  Stock
(including, without limitation, notice of the right to elect, limitations on the
period in which such election will be made and the effect of failing to exercise
the  election).  The  provisions  of this Section 4.05 shall apply  similarly to
successive consolidations, mergers, sales or conveyances.

                                       30
<PAGE>

 
               SECTION  4.06.   Cancellation  of  Converted   Debentures.   All
Debentures or portions  thereof  surrendered for conversion  shall ipso facto on
the conversion  thereof be extinguished and shall be canceled and disposed of as
provided in Section 2.08, and no Debentures  shall be issued under the Indenture
in lieu thereof.

                SECTION  4.07.   Taxes  on   Conversion.   The  issue  of  stock
certificates  on conversions  of Debentures  shall be made without charge to the
converting  Debentureholder  for any issue tax in  respect  of such  issue.  The
Company shall not,  however,  be required to pay any tax which may be payable in
respect of any  transfer  involved in the issue and  delivery of stock in a name
other than that of the holder of the Debenture converted,  and the Company shall
not be required to issue or deliver any such stock certificate  unless and until
the person or persons  requesting  the issuance  thereof  shall have paid to the
Company the amount of any such tax or shall have established to the satisfaction
of the Company that such tax has been paid.

                SECTION 4.08. Company to Reserve Stock. The Company shall at all
times  reserve  and keep  available,  free from  pre-emptive  rights  out of its
authorized  but unissued  stock,  for the purpose of effecting the conversion of
the Debentures,  such number of its duly  authorized  shares of Common Stock, as
shall  from  time  to  time  be  sufficient  to  effect  the  conversion  of all
outstanding Debentures.

                SECTION  4.09.  Covenant  as to Common  Stock.  As a  condition
precedent to the taking of any action which would cause an  adjustment  reducing
the then prevailing Conversion Price below the then par value, if any, per share
of Common  Stock,  the Company  will take such  corporate  action as may, in the
opinion of its  counsel,  be necessary in order that the Company may validly and
legally  issue its  Common  Stock as fully paid and  nonassessable  stock at the
adjusted  conversion  price upon conversion of Debentures in accordance with the
provisions of this Article Four.

                If registration  with or approval of any governmental  authority
under any  federal  or state law is  required  before  any  Common  Stock may be
validly  issued upon  conversion,  the Company  covenants that it will take such
action as may be necessary to secure such registration or approval,  as the case
may be.

                SECTION 4.10.  Notice of Certain Corporate Action.  In case:

               (a)  the   Company   shall   declare  a  dividend  or  any  other
distribution on shares of its Common Stock payable otherwise than in cash out of
its consolidated earnings or retained earnings or in Common Stock; or

               (b) the Company shall authorize the granting to all of the 
holders  of shares  of its  Common  Stock of  rights,  options  or  warrants  to
subscribe  for or  purchase  any  shares  of  capital  stock  of any  class  (or
securities  convertible  into or exchangeable for shares of capital stock of any
class) or of any other rights or warrants; or

                                       31

<PAGE>

                (c) of any reclassification or change of shares of Common Stock
of the  Company,  or of any  consolidation  or merger of the Company with one or
more other  corporations,  or of the sale or conveyance of all or  substantially
all of the property of the Company;

                (d) of the voluntary or involuntary dissolution, liquidation or
winding-up of the Company; or

                (e) the Company or any subsidiary shall commence a tender offer
for all or a portion of any class of the Company's  outstanding shares of Common
Stock that would  require an  adjustment  of the  Conversion  Price  pursuant to
Section 4.04;

then the Company shall cause notice thereof to be mailed to the Trustee,  to the
office or agency  maintained  by the Company for the  purpose of  conversion  of
Debentures  and to each holder of  Debentures,  at his address  appearing on the
registry  books  of the  Company,  at  least  20 days  (or l0  days in any  case
specified  in clause  (a) or (b)  above)  prior to the  applicable  record  date
hereinafter  specified, a notice stating (i) the date on which a record is to be
taken for the purpose of such dividend, distribution, rights or warrants, or, if
a record is not to be taken, the date as of which the holders of Common Stock of
record  to be  entitled  to such  dividend,  distribution,  rights,  options  or
warrants are to be determined,  or (ii) the date on which such reclassification,
consolidation,  merger, sale, conveyance, dissolution, liquidation winding-up or
tender  offer is  expected to become  effective,  and the date as of which it is
expected  that the holders of Common  Stock of record to be entitled to exchange
their shares of Common Stock for securities or other property  deliverable  upon
such reclassification,  consolidation,  merger, sale,  conveyance,  dissolution,
liquidation, winding-up or tender offer shall be determined. Failure to give any
such notice, or any defect therein, shall not affect the legality or validity of
any such action set forth in clause (a), (b), (c), (d) or (e) above.

                SECTION 4.11.  Disclaimer  of  Responsibility  of Trustee,  etc.
Neither  the  Trustee,  subject  to the  provisions  of  Section  8.0l,  nor any
conversion  agent shall at any time be under any duty or  responsibility  to any
holder of Debentures to determine  whether any facts exist which may require any
adjustment  of the  Conversion  Rate, or with respect to the nature or extent of
any such adjustment when made, or with respect to the method employed, or herein
or in any supplemental  indenture  provided to be employed,  in making the same.
Neither the Trustee nor any conversion  agent shall be accountable  with respect
to the validity or value (or the kind or amount) of any shares of Common  Stock,
or of any  securities  or property  (including  cash),  which may at any time be
issued or  delivered  upon the  conversion  of any  Debenture;  and  neither the
Trustee nor any conversion agent makes any representation  with respect thereto.
Neither the Trustee nor any paying agent shall be responsible for any failure of
the Company to make any cash payment or to issue, transfer or deliver any shares
of Common Stock or stock certificates or other securities or property (including
cash) upon the  surrender of any  Debenture  for the purpose of  conversion  or,
subject to 

                                       32
<PAGE>

Section 4.0l,  to comply with any of the  covenants of the Company  contained in
this Article Four.

                                  ARTICLE FIVE

                       PARTICULAR COVENANTS OF THE COMPANY

                The Company covenants and agrees as follows:

                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.  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.

                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  the  Debentures  may be
surrendered for conversion 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.

                                       33

<PAGE>

                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) 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,

                 (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 (and premium, if any) or interest
on the Debentures, set aside, segregate and hold in trust for the benefit of the
holders of the Debentures, a sum sufficient to pay such principal 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 thereof, of which they may have knowledge.

                                       34
<PAGE>

                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.  Delivery of Certain  Information.  At any time
when the  Company is not subject to Section 13 or 15(d) of the  Exchange  Act or
exempt from such requirements pursuant to Rule 12g3-2(b) under the Exchange Act,
upon the request of a holder of  Debentures or the holder of Common Stock issued
upon  conversion  thereof,  the  Company  will  promptly  furnish or cause to be
furnished Rule 144A  Information (as defined below) to such holder of Debentures
or such holder of Common Stock issued upon  conversion  of  Debentures,  or to a
prospective purchaser of any such security designated by any such holder, to the
extent  required  to permit  compliance  by such holder with Rule 144A under the
Securities  Act, as amended (or any successor  provision  thereto) in connection
with the resale of any such security;  provided, however, that the Company shall
not be required to furnish such  information in connection with any request made
on or after the date which is three  years from the later of (i) the date such a
security or any such predecessor security) was last acquired from the Company or
(ii) the  date  such a  security  (or any such  predecessor  security)  was last
acquired from an "affiliate" of the Company within the meaning of Rule 144 under
the Securities Act (or any successor provision thereto). "Rule 144A Information"
shall be such information as is specified  pursuant to Rule 144A(d)(4) under the
Securities Act (or any successor provision thereto).

                  SECTION 5.08.  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, which may be imposed by
the United States or any political  subdivision thereof or therein in connection
with the issuance or conversion 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 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.


                                       35
<PAGE>

                                   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 semi-annually,  not more than 15 days after each record date for payment
of  interest,  and at such other  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
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  three or more  holders of  Debentures  (hereinafter
referred to as "applicants") 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 

                                       36
<PAGE>

copy of the form of proxy or other  communication  which 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 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  which  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 days  after such  tender,  the  Trustee  shall mail to such
applicants and file with the Securities and Exchange Commission, together with a
copy of the material to be mailed,  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.  If said Commission,
after  opportunity  for a hearing upon the  objections  specified in the written
statement  so  filed,  shall  enter an order  refusing  to  sustain  any of such
objections  or if,  after the entry of an order  sustaining  one or more of such
objections,  said  Commission  shall  find,  after  notice and  opportunity  for
hearing,  that all the  objections so sustained have been met and shall enter an
order so  declaring,  the Trustee shall mail copies of such material to all such
Debentureholders  with reasonable  promptness  after the entry of such order and
the  renewal of such  tender;  otherwise  the  Trustee  shall 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 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).

                                       37

<PAGE>

                SECTION 6.03. Reports by Company.  (a) The Company covenants and
agrees to file with the Trustee  within 15 days after the Company is required to
file the same with the Securities and Exchange Commission,  copies of the annual
reports and of the  information,  documents and other reports (or copies of such
portions of any of the  foregoing  as said  Commission  may from time to time by
rules and regulations  prescribe) which the Company may be required to file with
said Commission  pursuant to Section 13 or Section 15(d) of the Exchange Act or,
if the  Company  is not  required  to file  information,  documents  or  reports
pursuant  to either of such  sections,  then to file with the  Trustee  and said
Commission,  in accordance  with rules and  regulations  prescribed from time to
time by said Commission,  such of the  supplementary  and periodic  information,
documents  and  reports  which may be  required  pursuant  to  Section 13 of the
Exchange  Act in  respect  of a security  listed  and  registered  on a national
securities  exchange  as may be  prescribed  from time to time in such rules and
regulations.

                (b) The  Company  covenants  and agrees to file with the Trustee
and the Securities  and Exchange  Commission,  in accordance  with the rules and
regulations  prescribed  from time to time by said  Commission,  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
required from time to time by such rules and regulations.

                (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
pursuant to subsections  (a) and (b) of this Section as may be required by rules
and  regulations  prescribed  from time to time by the  Securities  and Exchange
Commission.

                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) which remain  unpaid on the date
        of such  report,  and for the  reimbursement  of which it  claims or may
        claim a 

                                       38
<PAGE>

        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 per cent 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;

                           (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 which the 
        Trustee has not previously reported; and

                           (6)  any   action   taken  by  the   Trustee  in  the
        performance  of its  duties  under  this  Indenture  which  it  has  not
        previously  reported  and which 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 which it has not previously  reported pursuant to
        this subsection, if such advances remaining unpaid at any time aggregate
        more than ten per cent 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;

                                       39
  
<PAGE>

                         (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.

                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:

                       (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,  whether or not such payment is prohibited
        by the provisions of Article  Thirteen,  and continuance of such default
        for a period of 30 days; or

                       (b)  default  in the  due  and  punctual  payment  of the
        principal of any of the Debentures as and when the same shall become due
        and payable, whether or not such payment is prohibited by the provisions
        of Article Thirteen, either at maturity, upon redemption, by declaration
        as authorized by this Indenture, or otherwise; or

                       (c) failure on the part of the Company duly to observe or
        perform  any other of the  covenants  or  agreements  on the part of the
        Company in the Debentures or in this Indenture contained 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,

                                       40

<PAGE>

        by registered mail, or to the Company and the Trustee by the holders of 
        at least  twenty-five per cent in 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,  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; or

                       (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,  or shall admit in writing its
        inability  to pay its debts  generally as they become due; or failure to
        purchase  Debentures  on the  Repurchase  Date  following  a  Change  in
        Control.

then and in each and every such case, 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 per cent 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.  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  which 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, and any and all defaults under the Indenture, other than the nonpayment of
principal  on  Debentures  then  outstanding  which shall not have become due by
their terms, shall have been remedied or provision shall have been made therefor
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 extend to or shall affect any subsequent default,
or shall impair any right consequent thereon.

                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 (1) in case default shall be
made in the payment of any installments of interest on any of the Debentures, as
and when the same shall  become due and  payable,  and such  default  shall have
continued  for a period of 30 days,  or (2) in case default shall be made in the
payment  of the  principal  of any of the  Debentures  when the same  shall have
become  due  and  payable,  whether  upon  maturity  of the  Debentures  or upon
redemption   or  upon   declaration   as   authorized   by  this   Indenture  or
otherwise-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.

                                       42

<PAGE>

                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 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:

                                       43
  
<PAGE>

                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

                       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) such holder previously shall have given to the
Trustee written notice of default and of the continuance thereof, as
hereinbefore provided;

                         (2) 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;

                                       44
  
<PAGE>

                       (3) 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;

                         (4) the Trustee  within a reasonable  time (which 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;

                         (5) no direction inconsistent with such written request
have been given to the  Trustee  during  such  60-day  period by the holder 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  which 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 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 

                                       45

<PAGE>

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
which 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, 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.

                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 

                                       46
<PAGE>

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 and to Convert.  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 convert such  Debentures in accordance  with Article
Four, and to institute suit for the enforcement of any such payment and right to
convert,  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 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 stay or extension law wherever  enacted,  now or at
any time hereafter in force,  which may affect the covenants or the  performance
of this  Indenture;  and the Company 

                                       47
<PAGE>

(to the extent that it may lawfully do so) hereby  expressly  waives all benefit
or advantage  of any such law and  covenants  that it will not hinder,  delay or
impede the execution 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  which  may have  occurred,
undertakes to perform such duties and only such duties as are  specifically  set
forth in this Indenture. In case an Event of Default has occurred (which has not
been cured or waived) the Trustee  shall  exercise such of the rights and powers
vested  in it by this  Indenture,  and use the same  degree of care and skill in
their exercise,  as a prudent man would exercise or use under the  circumstances
in the conduct of his own affairs.

                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 which may have
        occurred:

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

                           (2) in the  absence  of bad  faith on the part of the
        Trustee,  the  Trustee  may  conclusively  rely,  as to the truth of the
        statements and the correctness of the opinions expressed  therein,  upon
        any certificates or opinions  furnished to the Trustee and conforming to
        the requirements of this Indenture;

                                       48

<PAGE>
  
                     (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  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  which 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  (which 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

                                       49

<PAGE>
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; 

                            (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  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.

                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,  

                                       50

<PAGE>

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.

                SECTION 8.06.  Compensation, Reimbursement and Indemnity.  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;

                (2) the  Company  will pay or  reimburse  the  Trustee  upon its
request for all reasonable expenses, disbursements and advances incurred or made
by the  Trustee  in  accordance  with any of the  provisions  of this  Indenture
(including the reasonable compensation and the expenses and disbursements of its
counsel and of all persons not regularly in its employ) except any such expense,
disbursement or advance as may arise from its negligence or bad faith;

                (3) 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  obligations of the Company under this Section to compensate
the Trustee and to pay or reimburse the Trustee for expenses,  disbursements and
advances shall constitute  additional  indebtedness  hereunder.  Such additional
indebtedness shall be secured by a lien prior to that of the Debentures upon all
property and funds held or  collected by the Trustee as such,  except funds held
in trust for the benefit of the holders of particular Debentures.
 
                                     51
<PAGE>

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

                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 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,  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 which 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

                                       52
<PAGE>

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).   Upon  receiving  such  notice  of
resignation,  the Company shall promptly appoint a successor  trustee by written
instrument, in duplicate,  executed by order of the Board of Directors, one copy
of which instrument shall be delivered to the resigning  Trustee and one copy to
the successor trustee.  If no successor trustee shall have been so appointed and
have  accepted  appointment  within 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
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 he 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

                                       53

<PAGE>

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
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.


                                       54
<PAGE>
  
       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 which 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.

                                       55
<PAGE>

         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):

                       (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

                                       56

<PAGE>

                       (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

                                       57
<PAGE>

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.

                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:

                                       58

<PAGE>
  
                         (i) the receipt of property or reduction of claim which
                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.

                (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  which 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.

                                       59

<PAGE>

                (c)  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  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

                                       60

<PAGE>

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  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 

                                       61
<PAGE>

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  which are owned by the Company or any
other  obligor  on  the  Debentures  or by any  person  directly  or  indirectly
controlling or controlled by or under direct or indirect common control with the
Company or any other obligor on the Debentures  shall be disregarded  and deemed
not to be outstanding for the purpose of any such determination, except that for
the purpose of determining  whether the Trustee shall be protected in relying on
any such direction,  consent or waiver only  Debentures  which the Trustee knows
are so owned  shall be so  disregarded.  Debentures  so owned  which  have  been
pledged in good faith may be regarded as  outstanding  for the  purposes of this
Section,  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.


                                   ARTICLE TEN

                           DEBENTUREHOLDERS' MEETINGS

                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:

                                       62
<PAGE>

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

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

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

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

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<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 25% 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.

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                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 other evidence of the right to vote,  and such other matters  concerning the
conduct of the meeting as it shall think 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 $25.00 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

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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. 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:

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

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<PAGE>

                         (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 and any Common Stock
                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,  but the Trustee shall not be obligated to enter
into any such  supplemental  indenture  which  affects the Trustee's own rights,
duties or immunities under this Indenture or otherwise.

                Any supplemental  indenture authorized by the provisions of this
Section 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  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  conversion or  subordination  provisions in a
manner  adverse  to the  holders,  without  the  consent  of the  holder of each
Debenture  so 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

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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.

                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 

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<PAGE>

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,  etc. 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, and the Company hereby covenants and agrees that,
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,   shall  be  expressly  assumed,  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 which shall have acquired such property
and assets. 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 which  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  which  previously  shall  have been  signed and
delivered by the

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<PAGE>

officers of the Company to the Trustee for  authentication,  and any  Debentures
which  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.  The Company covenants
and agrees, and each holder of Debentures,  by his acceptance thereof,  likewise
covenants and agrees,  that the payment of the principal of and interest on each
and all of the Debentures 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.

                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 the principal thereof (and premium, if any) and the interest accrued and
unpaid  thereon before the holders of the Debentures are entitled to receive any
payment  upon the  principal  of or interest on  indebtedness  evidenced  by the
Debentures;

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<PAGE>

and 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) 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 to the
rights of the holders of Senior Indebtedness to receive payments or distribution
of  assets  of the  Company  applicable  to the  Senior  Indebtedness  until the
principal  of and interest on the  Debentures  shall be paid in full and 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 

                                       71
<PAGE>

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 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.

                (b) In the event and during the  continuation  of any default in
the payment of the  principal  of, or premium or sinking fund  installments,  if
any, or  interest  on, any Senior  Indebtedness,  or any  default,  or any event
which, 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 of principal, or interest shall be made
on the  Debentures  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  prevent  (a) the  Company,  at any time  except  during  the
tendency of any such  dissolution,  winding  up,  liquidation,  readjustment  or
reorganization proceedings,  from making payments at any time of principal of or
interest on the Debentures,  or (b) the 

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<PAGE>

application  by the Trustee of any moneys  deposited  with it  hereunder  to the
payment of or on account of the principal of or interest on the Debentures.

                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,  sinking  funds 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 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.

                                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

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<PAGE>

authenticated  (other than any Debentures which shall have been destroyed,  lost
or stolen and which  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  which shall have been destroyed,  lost or stolen and
which  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  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),  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.

                                       74
  
<PAGE>

              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, to or upon the written order of
the Company the amount so  deposited,  upon  receipt of a request  signed by the
Chairman of the Board,  the  President or a Vice  President of the Company,  and
thereupon  the Trustee or other  depositary  shall be released from and shall be
indemnified by the Company against any and all further liability with respect to
the payment of such Debenture and the holder of said Debenture shall be entitled
(subject to any applicable  statute of  limitations) to look only to the Company
as an unsecured creditor for the payment thereof.


                                 ARTICLE FIFTEEN

              IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND
                              TRUSTEES OR DIRECTORS

                SECTION   15.01.    Personal    Immunity   From   Liability   of
Incorporators,  Stockholder,  Etc.  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.

                                       75
<PAGE>

                                 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.

                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, 1579 Straits Turnpike, Middlebury, Connecticut 06762-1299. 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.

                                       76

<PAGE>

                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
informed  opinion as to  whether  or not such  covenant  or  condition  has been
complied  with;  and (4) a statement as to whether or not in the opinion of such
person, such condition or covenant has been complied with.

                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

                                       77
<PAGE>

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
which 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 l6.09.  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 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.


                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  CONTINENTAL  STOCK TRANSFER & TRUST
COMPANY, 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.


                                            GENERAL DATACOMM INDUSTRIES, INC.


(SEAL)                                       By: ___________________________
                                                          Chairman
Attest:


-----------------------
        Secretary

                                       78
<PAGE>

                                           CONTINENTAL STOCK TRANSFER &
                                               TRUST COMPANY

(SEAL)                              By: _________________________________
                                                 Vice President


Attest:


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


                                       79
<PAGE>


STATE OF NEW YORK    )
                     ) ss:
COUNTY OF            )


               On this_____ day of ___________ , 19__ before me, the subscriber,
a Notary Public within and for the County of  ____________,  in the State of New
York, personally appeared , to me personally known, who, being by me duly sworn,
did say that he resides in __________ , and is _____________ of GENERAL DATACOMM
INDUSTRIES,  INC., one of the  corporations  described in and which executed the
foregoing  instrument;  that he knows the corporate seal of the said corporation
and that the seal  affixed  to said  instrument  is the  corporate  seal of said
corporation;  and that said  instrument  was signed and sealed on behalf of said
corporation  by authority of its Board of Directors and that he  subscribed  his
name thereto by like authority; and said officer acknowledged said instrument to
be the free act and deed of said corporation.


                                                    _____________________


STATE OF NEW YORK         )
                          ) ss:
COUNTY OF NEW YORK        )


               On this day of ___________,  19__,  before me, the subscriber,  a
Notary Public within and for the County of _________ , in the State of New York,
personally  appeared  _________,  to me personally  known, who, being by me duly
sworn,  did  say  that he  resides  in  _____________  and is  __________the  of
CONTINENTAL STOCK TRANSFER & TRUST COMPANY one of the corporations  described in
and which executed the foregoing instrument; that he knows the corporate seal of
the  said  corporation  and  that the seal  affixed  to said  instrument  is the
corporate  seal of said  corporation;  and that said  instrument  was signed and
sealed on behalf of said  corporation by authority of its Board of Directors and
that he  subscribed  his  name  thereto  by like  authority;  and  said  officer
acknowledged said instrument to be the free act and deed of said corporation.

                                                    _________________________