E-3

 
                              ANDERSEN GROUP, INC.


                                       AND


                            THE CHASE MANHATTAN BANK
                                               TRUSTEE





                                    Indenture

                          Dated as of February 26, 1998




                                Up to $4,311,000

               10 1/2 Convertible Subordinated Debentures Due 2007





<PAGE>



                                     PART 1

                               Special Provisions



<PAGE>



                               TABLE OF CONTENTS*

                                     Part 1

Parties....................................................................... 1

RECITALS OF THE COMPANY....................................................... 5
ARTICLE I Definitions And Other Provisions Of General Application............. 5
ss. 1-1. Certain Definitions.................................................. 5
"Common Stock" ............................................................... 5
"Senior Indebtedness" ........................................................ 6
   ss.ss. 1-2. through 1-12.  Miscellaneous Provisions........................ 6
   ss. 1-13.   Governing Law.................................................. 6
ARTICLE II Debenture Forms.................................................... 6
   ss. 2-1.  Forms Generally.................................................. 6
   ss. 2-2.  Form of Debenture................................................ 7
ARTICLE III The Debentures....................................................11
   ss. 3-1.   Title and Terms.................................................11
   ss. 3-2.  Denominations....................................................12
   ss.ss. 3-3.  through 3-9.   Debenture Register, Record Data, etc...........12
   ss. 3-10.  Authentication and Delivery of Original Issue...................12
ARTICLE IV Redemption Of Debentures And Sinking Fund..........................14
   ss. 4-1.  Right of Redemption..............................................14
   ss.ss. 4-2.   through 4-8.   Redemption Procedure..........................15
ARTICLE V  Covenants..........................................................15
   ss.ss. 5-1.   through 5-7.   Covenants.....................................15
   ss. 5-8.  Waiver of Covenants..............................................15
   ss. 5-9.  Accountants' Certificate.........................................15
ARTICLE VI Debentureholders' Lists And Reports By Trustee And Company.........15
   ss.ss. 6-1.   through 6-4.   Lists-and Reports.............................15
ARTICLE VII Remedies..........................................................16
   ss.ss. 7-1.   through 7-14.    Events of Default and Remedies..............16
ARTICLE VIII The Trustee......................................................16
   ss.ss. 8-1.  through 8-13.   Concerning the Trustee........................16
ARTICLE IX Supplemental Indentures............................................16
   ss.ss. 9-1.  through 9-7.    Supplemental Indentures.......................16
ARTICLE X Consolidation, Merger, Conveyance Or Transfer.......................16
   ss.ss. 10-1.   and 10-2.    Consolidation, Merger, Conveyance or Transfer..16
ARTICLE XI Satisfaction And Discharge.........................................16
   ss.ss. 11-1.   and 11-2.    Satisfaction and Discharge;
                  Application of Trust Money..................................16
ARTICLE XII Immunity Of Incorporators, Stockholders, Officers And Directors...18
   ss. 12-1.  Exemption from Individual Liability.............................18
ARTICLE XIII Subordination Of Debentures......................................18
   ss. 13-1.  Agreement of Subordination......................................18
   ss. 13-2.  Payments to Debentureholders....................................18
   ss. 13-3.  Subrogation of Debentures.......................................19
   ss. 13-4.  Authorization by Debentureholders...............................20
   ss. 13-5.  Notice to Trustee...............................................21
   ss. 13-6.  Trustee's Relation to Senior Indebtedness.......................22
   ss. 13-7.  No Impairment of Subordination..................................22
ARTICLE XIV Conversion Of Debentures..........................................22
   ss. 14-1.  Conversion Privilege............................................22
   ss. 14-2.  Exercise of Conversion Privilege................................23
   ss. 14-3.  No Conversion Adjustments.......................................24
   ss. 14-4.  Adjustment of Conversion Price..................................24
   ss. 14-5.  Fractions of Shares.............................................25
   ss. 14-6.  Effect of Mergers, etc., on Conversion Privilege................27
   ss. 14-7.  Notice of Adjustments...........................................27
   ss. 14-8.  Notice of Certain Events........................................28
   ss. 14-9.  Company to Reserve Common Stock; Listing; Registration..........29
   ss. 14-10.  Taxes on Conversions...........................................29
   ss. 14-11.  Responsibility of Trustee......................................30


<PAGE>
                                                   
         THIS INDENTURE  dated as of February 26, 1998 between  ANDERSEN  GROUP,
INC., a Connecticut corporation  (hereinafter called the "Company"),  having its
principal executive offices at 1280 Blue Hills Avenue,  Bloomfield,  Connecticut
06002 and THE CHASE MANHATTAN BANK, a New York banking corporation  (hereinafter
called the "Trustee"),  having its Bond and Trustee Administration Office at 450
West 33rd Street,  New York, New York, 10001  (hereinafter  called the Principal
Corporate  Trust  Office)  sets  forth  certain  of its  provisions  in full and
incorporates other of its provisions by reference to the document (herein called
the "General  Provisions")  annexed hereto as Part 2, and such provisions as are
set  forth  in  full  and  such  provisions  as are  incorporated  by  reference
constitute a single instrument.

         Whenever this instrument  incorporates herein by reference, in whole or
in part or as hereby  amended,  any  provision of the General  Provisions,  such
provision  of the  General  Provisions  shall  be  deemed  to be a part  of this
instrument  as fully to all intents and  purposes as though said  provision  had
been set forth in full in this instrument.

                             RECITALS OF THE COMPANY

         The Company  wishes to redeem up to $5,665,000  in aggregate  principal
amount of its 10 1/2%  Convertible  Subordinated  Debentures due 2002 (the "2002
Debentures"),  and to issue up to $5,665,000 in aggregate principal amount of 10
1/2% Convertible Subordinated Debentures due 2007 (the "Debentures") in exchange
for such 2002 Debentures; and

         All things  necessary to make the  Debentures,  when  executed and duly
issued by the Company  and  authenticated  and  delivered  hereunder,  the valid
obligations of the Company,  and to make this Indenture a valid agreement of the
Company, in accordance with their and its terms, have been done.

         Now, THEREFORE, THIS INDENTURE WITNESSETH:

         For  and in  consideration  of the  premises  and the  purchase  of the
Debentures by the Holders thereof, it is mutually covenanted and agreed, for the
equal and proportionate benefit of all Holders of the Debentures, as follows:

                                    ARTICLE I

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

ss. 1-1. Certain Definitions.

         Section 1.01 of the General  Provisions is herein  incorporated as part
of this ss. 1-1.

         "Common  Stock"  means the  Common  Stock of the  Company  of the class
authorized at the date of this Indenture and stock of any other class into which
such  presently  authorized  Common Stock may be changed and any other shares of
stock of the Company  which do not have any priority in the payment of dividends
or upon liquidation over any other class of stock.

         "Senior  Indebtedness" means the principal of, and premium, if any, and
accrued  and unpaid  interest  on (a)  indebtedness  of  the  Company  for money
borrowed,  whether  outstanding  on the date of execution  of this  Indenture or
thereafter created,  incurred or assumed, other than all obligations of any kind
owed by the Company in respect of the  2002  Debentures,  (b) guarantees  by the
Company of  indebtedness  for money borrowed by or performance  obligations  due
from any other  Person,  whether  outstanding  on the date of  execution of this
Indenture  or  thereafter  created,  incurred  or  assumed,  (c) purchase  money
indebtedness   evidenced  by  notes,   lease-purchase   agreements   or  similar
instruments  for the payment of which the Company is responsible  or liable,  by
guarantees or otherwise,  whether  outstanding  on the date of execution of this
Indenture or thereafter  created,  incurred or assumed,  (d)  obligations of the
Company under any agreement to lease, or lease of, any real or personal property
which are required to be  capitalized  in  accordance  with  generally  accepted
accounting principles, or any other agreement to lease, or lease of, any real or
personal  property  which,  by the terms  thereof,  are expressly  designated as
Senior  Indebtedness,  whether  outstanding  on the  date of  execution  of this
Indenture  or  thereafter  created,   incurred   or  assumed,  (e)  performance,
completion or similar bonds of the  Company,  and (f)  modifications,  renewals,
extensions and refundings of any such indebtedness,  guarantees,  obligations or
bonds;  unless, in the instrument creating or evidencing the same or pursuant to
which  the  same  is  outstanding,   it  is  provided  that  such  indebtedness,
guarantees,  obligations or bonds, or such modification,  renewal,  extension or
refunding thereof, are not superior in right of payment to the Debentures.

         ss.ss. 1-2. through 1-12.  Miscellaneous Provisions.

         Sections  1.02  through  1.12  of the  General  Provisions  are  herein
incorporated as ss.ss. 1-2 through 1-12 hereof, respectively.

         ss. 1-13.   Governing Law.

         This Indenture and the Debentures shall be construed in accordance with
and governed by the laws of the State of New York.

                                   ARTICLE II

                                 DEBENTURE FORMS

         ss. 2-1.  Forms Generally.

         Section 2.01 of the General  Provisions is herein  incorporated  as ss.
2-1. hereof.

         ss. 2-2.  Form of Debenture.

                           [FORM OF FACE OF DEBENTURE]

No.                                                                        $    
                              ANDERSEN GROUP, INC.

               10 1/2% CONVERTIBLE SUBORDINATED DEBENTURE DUE 2007

         ANDERSEN GROUP,  INC., a corporation  duly organized and existing under
the laws of the State of Connecticut  (herein  called the "Company",  which term
includes  any  successor  corporation  under the  Indenture  referred  to on the
reverse   hereof),   for   value   received,   hereby   promises   to   pay   to
_____________________,   or   registered   assigns,   the   principal   sum   of
______________  Dollars,  on  October  15,  2007,  and to pay  interest  on said
principal sum  semiannually on April 15 and October 15 of each year, at the rate
of 10 1/2% per annum,  from the April 15 or October 15, as the case may be, next
preceding the date of this Debenture to which interest has been paid, unless the
date hereof is a date to which  interest  has been paid,  in which case from the
date of this  Debenture,  or unless no interest has been paid on the Debentures,
in which case from October 15, 1997 until payment of said principal sum has been
made or duly provided for and at such rate on any overdue  principal and premium
and  (to the  extent  that  the  payment  of  such  interest  shall  be  legally
enforceable)  on  any  overdue  installment  of  interest.  Notwithstanding  the
foregoing,  when there is no existing  default in the payment of interest on the
Debentures,  if the date hereof is after a Regular  Record Date (which  shall be
the close of business on the March 31 or September  30, as the case may be, next
preceding  an  Interest  Payment  Date  unless  the  Regular  Record  Date as so
determined  would not be a Business Day, in which event it shall be the Business
Day next preceding) and before the next succeeding  Interest  Payment Date, this
Debenture  shall  bear  interest  from such  Interest  Payment  Date;  provided,
however,  that if the Company  shall  default in the payment of interest  due on
such Interest  Payment Date,  then this  Debenture  shall bear interest from the
next preceding  Interest Payment Date to which interest has been paid, or, if no
interest has been paid on the Debentures, from October 15, 1997. The interest so
payable,  and punctually paid or duly provided for, on any Interest Payment Date
will,  as provided in said  Indenture,  be paid to the Person in whose name this
Debenture (or one or more  Predecessor  Debentures) is registered at the Regular
Record Date for such Interest  Payment Date.  The principal of, and premium,  if
any, and interest on this  Debenture are payable in such coin or currency of the
United  States of America as at the time of payment is legal  tender for payment
of public  and  private  debts,  at the  office or agency of the  Company in the
Borough of Manhattan, City and State of New York; provided, that interest may be
paid,  at the option of the  Company,  by check  mailed to the  Person  entitled
thereto at such Person's address last appearing on the Debenture  Register.  Any
interest not  punctually  paid or duly provided for shall be payable as provided
in the Indenture.

         Reference is made to the further provisions of this Debenture set forth
on the reverse  hereof,  which  shall have the same  effect as though  fully set
forth at this place.

         Unless the  certificate of  authentication  hereon has been executed by
the Trustee by manual  signature,  this  Debenture  shall not be entitled to any
benefit under the Indenture, or be valid or obligatory for any purpose.

         IN WITNESS  WHEREOF,  the Company has caused this instrument to be duly
executed under its corporate seal.

                                                     ANDERSEN GROUP, INC.


                                                     By
                                                              President

Dated:
[SEAL]
Attest:


Secretary

                [FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION]
This is one of the Debentures referred to in the within-mentioned Indenture.

                                                     THE CHASE MANHATTAN BANK
                                                               as Trustee,


                                                     By
                                                              Authorized Officer

                         [FORM OF REVERSE OF DEBENTURE]
                              ANDERSEN GROUP, INC.

               10 1/2% CONVERTIBLE SUBORDINATED DEBENTURE DUE 2007

         This Debenture is one of a duly  authorized  issue of Debentures of the
Company designated as its 10 1/2% Convertible  Subordinated  Debentures Due 2007
(herein called the "Debentures"), limited in aggregate principal amount of up to
$4,311,000,  issued and to be issued under an Indenture dated as of February 26,
1998  (herein  called  the  "Indenture"),  between  the  Company  and The  Chase
Manhattan Bank (herein  called the "Trustee",  which term includes any successor
Trustee under the Indenture), to which Indenture and all indentures supplemental
thereto  reference  is hereby  made for a  statement  of the  respective  rights
thereunder of the Company,  the Trustee and the Holders of the  Debentures,  and
the terms  upon  which the  Debentures  are,  and are to be,  authenticated  and
delivered.

         The Debentures  are subject to redemption  through the operation of the
Mandatory  Sinking Fund provided in the  Indenture,  on October 15, 1998, and on
each October 15 thereafter,  to and including October 15, 2006, on notice as set
forth in the Indenture,  at a Sinking Fund Redemption Price equal to 100% of the
principal amount thereof, together with accrued interest to the Redemption Date.

         As provided in the  Indenture,  the transfer of this  Debenture  may be
registered  on the  Debenture  Register of the Company,  upon  surrender of this
Debenture for registration of transfer at the office or agency of the Company in
the  Borough of  Manhattan,  City and State of New York,  duly  endorsed  by, or
accompanied  by a written  instrument  of transfer in form  satisfactory  to the
Company and the  Debenture  Registrar  duly executed by, the  registered  Holder
hereof or his attorney duly authorized in writing, and thereupon one or more new
Debentures,  of authorized  denominations  and for the same aggregate  principal
amount, will be issued to the designated transferee or transferees.

         The  Debentures  are issuable  only as  registered  Debentures  without
coupons  in the  denominations  of $1,000 and  integral  multiples  thereof.  As
provided in the Indenture, and subject to certain limitations therein set forth,
Debentures are exchangeable for a like aggregate  principal amount of Debentures
of different authorized denominations,  as requested by the Holders surrendering
the same.

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

         Prior  to  due  presentment  for   registration  of  transfer  of  this
Debenture,  the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name this  Debenture  is  registered  as the owner
hereof for the purpose of receiving payment as herein provided and for all other
purposes, whether or not this Debenture be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.

         If any Event of Default shall occur and be continuing, the principal of
all the Debentures may be declared due and payable, and such declarations may be
in certain events  rescinded,  in the manner and with the effect provided in the
Indenture.

         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 Senior Indebtedness,  and this Debenture is issued subject to
the  provisions  of the  Indenture  with  respect  thereto.  Each Holder of this
Debenture,  by  accepting  the  same,  agrees  to and  shall  be  bound  by such
provisions  and  authorizes the Trustee in his behalf to take such action as may
be necessary or  appropriate  to effectuate  the  subordination  so provided and
appoints the Trustee his attorney-in-fact for such purpose.

         Subject to the  provisions of the  Indenture,  the Person in whose name
this  Debenture is  registered in the  Debenture  Register is entitled,  at such
Person's  option,  at any  time on or  before  October  15,  2007  (or,  if this
Debenture or some portion  hereof shall be called for redemption on a Redemption
Date through operation of the Mandatory Sinking Fund which is prior to such date
and the Company shall not  thereafter  default in making  payment of the Sinking
Fund  Redemption  Price,  then,  with respect to this  Debenture or such portion
hereof,  on or before the close of business on the Redemption  Date), to convert
the principal  amount of this  Debenture or any portion of the principal  amount
hereof which is $1,000, or an integral multiple of $1,000, into shares of Common
Stock (as defined in the  Indenture) of the Company at a conversion  price equal
to $16.17  aggregate  principal  amount of  Debentures  for each share of Common
Stock (or at the current  adjusted  conversion  price if an adjustment  has been
made as provided in the  Indenture),  upon  surrender  of this  Debenture to the
Company at its office or agency in the Borough of  Manhattan,  City and State of
New York,  with written  notice to the Company that the Holder of this Debenture
elects to convert  this  Debenture  or a specified  portion (as above  provided)
hereof, and accompanied,  if required by the Company or the Trustee, by a proper
assignment  hereof in blank. If this Debenture is surrendered  during any period
beginning  subsequent  to a Regular  Record  Date and  ending at the  opening of
business on the Interest  Payment Date next  following  such Regular Record Date
(unless  this  Debenture or such portion  hereof then being  converted  has been
called for  redemption on a Redemption  Date occurring  during such period),  it
shall also be  accompanied  by payment in New York Clearing House funds or other
funds  reasonably  acceptable  to the Company of an amount equal to the interest
payable on such Interest  Payment Date on the principal amount of this Debenture
then being  converted.  As provided in the Indenture,  the  conversion  price is
subject to adjustment in certain events. Subject to the foregoing, no adjustment
is to be made upon any  conversion  for dividends on  securities  issued on such
conversion or for interest accrued hereon. As further provided in the Indenture,
in the case of any  capital  reorganization,  certain  reclassifications  of the
Common Stock, the  consolidation or merger of the Company with or into any other
corporation or the disposition of the properties and assets of the Company,  as,
or substantially as, an entirety to any other corporation,  this Debenture shall
thereafter  cease to be  convertible  into Common Stock and shall be convertible
into shares of stock or other  securities or property  (including cash) to which
the  holders of Common  Stock are  entitled  upon such  capital  reorganization,
reclassification,  consolidation,  merger or disposition. No fractions of shares
or scrip representing  fractions of shares will be issued on conversion,  but an
adjustment in cash will be made for any  fractional  interest as provided in the
Indenture.

         The Indenture permits, with certain exceptions as therein provided, the
amendment  thereof and the  modification  of the rights and  obligations  of the
Company and the rights of the Holders of the  Debentures  under the Indenture at
any time by the  Company  with the  consent  of the  Holders  of a  majority  in
aggregate  principal  amount  of the  Debentures  at the time  Outstanding.  The
Indenture  also  contains   provisions   permitting  the  Holders  of  specified
percentages  in  aggregate  principal  amount  of the  Debentures  at  the  time
Outstanding, on behalf of the Holders of all the Debentures, to waive compliance
by the Company  with  certain  provisions  of the  Indenture  and  certain  past
defaults under the Indenture and their consequences.  Any such consent or waiver
by the Holder of this Debenture shall be conclusive and binding upon such Holder
and upon all future Holders of this  Debenture and of any Debenture  issued upon
the  registration  of transfer  hereof or in exchange  herefor or in lieu hereof
whether or not notation of such consent or waiver is made upon this Debenture.

         Except with respect to the rights of the holders of Senior Indebtedness
set forth in this  Debenture and in the  Indenture,  no reference  herein to the
Indenture and no provision of this Debenture or of the Indenture  shall alter or
impair the obligation of the Company,  which is absolute and  unconditional,  to
pay the  principal of, and premium,  if any, and interest on, this  Debenture at
the time, place and rate, and in the coin or currency, herein prescribed.

         No  recourse  shall be had for the  payment  of the  principal  of,  or
premium,  if any, 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 or  director,  as such,  past,  present or future,  of the
Company or any  successor  corporation,  whether by virtue of any  constitution,
statute or rule of law, or by the  enforcement  of any  assessment or penalty or
otherwise, all such liability being, by the acceptance hereof and as part of the
consideration for the issue hereof, expressly waived and released.

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

                                   ARTICLE III

                                 THE DEBENTURES

ss. 3-1. Title and Terms.

         The aggregate principal amount of Debentures which may be authenticated
and delivered  under this Indenture is limited to up to  $4,311,000,  except for
Debentures  authenticated  and delivered upon registration of transfer of, or in
exchange for, or in lieu of, other Debentures, as provided herein.

         The  Debentures   shall  be  known  and  designated  as  the  "10  1/2%
Convertible  Subordinated  Debentures  Due 2007" of the  Company.  Their  Stated
Maturity shall be October 15, 2007,  and they shall bear interest,  as set forth
below,  at the rate per  annum set forth in the  preceding  sentence,  until the
principal  thereof  becomes  due and  payable,  and at such rate on any  overdue
principal and premium and (to the extent that the payment of such interest shall
be legally enforceable) on any overdue installment of interest.

         Every  Debenture  shall be dated  the date of its  authentication  and,
except as  otherwise  provided in this ss.  3-1,  shall bear  interest,  payable
semiannually  on April 15 and  October  15 of each  year,  from the  April 15 or
October 15, as the case may be, next  preceding  the date of such  Debenture  to
which  interest  on the  Debentures  has  been  paid,  unless  the  date of such
Debenture is an April 15 or October 15 to which interest has been paid, in which
case from such date, or unless no interest has been paid on the  Debentures,  in
which case from October 15, 1997. However,  when there is no existing default in
the payment of interest on the Debentures,  each Debenture  authenticated  after
the Regular Record Date for any Interest Payment Date but prior to such Interest
Payment  Date  shall be dated  the date of its  authentication  but  shall  bear
interest from such Interest Payment Date; provided,  however, that if and to the
extent that the Company  shall default in the payment of the interest due on any
Interest Payment Date, then such Debenture shall bear interest from the April 15
or  October  15,  as the case may be,  to which  interest  has been  paid,  next
preceding  such Interest  Payment Date,  unless no interest has been paid on the
Debentures, in which case from October 15, 1997.

         The Regular  Record Date  referred to in ss. 3-7 for the payment of the
interest  payable,  and  punctually  paid or duly  provided for, on any Interest
Payment Date shall be the close of business on the March 31 or September  30, as
the case may be, next  preceding  such Interest  Payment Date unless the Regular
Record  Date as so  determined  would not be a Business  Day,  in which event it
shall be the Business Day next preceding.

         The Person in whose name any  Debenture  is  registered  at the Regular
Record  Date with  respect to an  Interest  Payment  Date shall be  entitled  to
receive  the  interest  payable  on such  Interest  Payment  Date  (unless  such
Debenture has been called for redemption on a Redemption  Date which is prior to
such Interest Payment Date)  notwithstanding  the cancellation of such Debenture
upon any registration of transfer or exchange or conversion  thereof  subsequent
to such Regular 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 any Interest Payment Date, such Defaulted  Interest shall be
paid as provided in ss. 3-7.

         The  principal and the Sinking Fund  Redemption  Price of, and interest
on, the  Debentures  shall be payable at the office or agency of the  Company in
the Borough of Manhattan,  City and State of New York (herein  called the "Place
of Payment"); provided, that interest may be paid, at the option of the Company,
by check mailed to the Person  entitled  thereto at such  Person's  address last
appearing on the Debenture Register.

         The Debentures shall be redeemable and shall be entitled to the benefit
of and be redeemable  for the Mandatory  Sinking Fund as provided in Article IV.
The Debentures may not otherwise be redeemed at the option of the Company.

         The  Debentures  shall be  subordinated  in right of payment to certain
other indebtedness of the Company as provided in Article XIII.

         The Debentures shall be convertible as provided in Article XIV.

ss. 3-2.  Denominations.

         The  Debentures  shall be issuable  as  registered  Debentures  without
coupons in the denominations of $1,000 and integral multiples thereof.

ss.ss. 3-3.  Through 3-9.    Debenture Register, Record Data, etc.

         Sections  3.03  through  3.09  of the  General  Provisions  are  herein
incorporated as ss.ss. 3-3 through 3-9 hereof, respectively.

ss. 3-10.  Authentication and Delivery of Original Issue.

         Forthwith  upon the execution and delivery of this  Indenture,  or from
time to time thereafter,  Debentures up to the aggregate  principal amount of up
to  $4,311,000  may be executed by the Company and  delivered to the Trustee for
authentication  upon original issue,  and shall thereupon be  authenticated  and
delivered by the Trustee upon Company  Order,  without any further action by the
Company.



<PAGE>


                                   ARTICLE IV

                    REDEMPTION OF DEBENTURES AND SINKING FUND

ss. 4-1.  Right of Redemption.

          (a ) The Company  covenants that, on or prior to October 15, 1998, and
on or prior to each October 15 thereafter to and including  October 15, 2006, it
will  pay to  the  Trustee,  in  trust,  as and  for a  mandatory  sinking  fund
(hereinafter  called the "Mandatory Sinking Fund") to be held and applied by the
Trustee to the  redemption of  Debentures,  an amount in cash (herein called the
"Mandatory Sinking Fund Payment") sufficient in each instance to redeem, at 100%
of the  principal  amount  thereof (said  percentage  of principal  amount being
hereinafter called the "Sinking Fund Redemption  Price"),  together with accrued
interest  to the  Redemption  Date,  an  amount  equal  to 10% of the  aggregate
principal amount of Debentures  originally issued  hereunder,  as rounded off to
the nearest integral of $1,000;  provided,  however,  that the obligation of the
Company to make any Mandatory Sinking Fund Payment in cash may, at the option of
the Company, and as specified by it in a Company Request on or before the August
15  next  preceding  any  such  October  15 (or  such  later  date as  shall  be
satisfactory  to the  Trustee),  be reduced and  satisfied  to the extent of the
Sinking Fund Redemption Price,  together with accrued interest to the Redemption
Date, of any Debentures (a) acquired by the Company and delivered by the Company
to the  Trustee  for  cancellation,  (b)  redeemed  otherwise  than  through the
operation of the Mandatory  Sinking  Fund, or (c) converted  pursuant to Article
XIV hereof, and in each case under clauses (a), (b) and (c) delivered,  redeemed
or  converted  prior  to any such  August  15 (or  such  later  date as shall be
satisfactory  to the  Trustee  for  receipt of such  Company  Request),  and not
theretofore  made the  basis  for the  reduction  of a  Mandatory  Sinking  Fund
Payment.

         (b ) As soon as  practicable  after  August 15 in each year  commencing
with  1998,  the  Trustee  shall take the action  herein  specified  to call for
redemption  on the next  succeeding  October 15, at the Sinking Fund  Redemption
Price, together with accrued interest to the Redemption Date, a principal amount
of Debentures  sufficient to exhaust,  as nearly as  practicable,  the sums then
held by it in the  Mandatory  Sinking  Fund  and to be paid to it  prior to such
October  15  for  the  Mandatory   Sinking  Fund  pursuant  to  ss.ss.   4-1(a),
respectively;  provided, however, that if such sums aggregate less than $50,000,
such action shall not be taken except upon a Company Request. The Company hereby
irrevocably  authorizes the Trustee to give notice in the name of the Company of
the redemption of such  Debentures,  in the manner and with the effect specified
in this Article IV.

         (c ) The Company's  obligation to make a Mandatory Sinking Fund Payment
on any  October 15 shall  automatically  be  reduced  by an amount  equal to the
Sinking Fund Redemption Price  allocable,  together with accrued interest to the
Redemption  Date, to any  Debentures or portions  thereof  called for redemption
pursuant  to ss.  4-1(b)  on such  October  15 and  surrendered  for  conversion
pursuant  to  Article  XIV  hereof;  provided,  that if the  Trustee  is not the
conversion agent for the Debentures,  the Company or such conversion agent shall
give the Trustee  written notice prior to the Redemption  Date of the Debentures
or portions thereof so surrendered for conversion.

ss.ss. 4-2.   Through 4-8.    Redemption Procedure.

         Sections  4.02  through  4.08  of the  General  Provisions  are  herein
incorporated as ss.ss. 4-2 through 4-8 hereof, respectively.

                                    ARTICLE V

                                    COVENANTS

ss.ss. 5-1. Through 5-7.   Covenants.

         Sections  5.01  through  5.07  of the  General  Provisions  are  herein
incorporated as ss.ss. 5-1 through 5-7 hereof, respectively.

ss. 5-8.  Waiver of Covenants.

         The  Company  may omit in any  particular  instance  to comply with any
covenant  or  condition  set forth in ss.ss.  5-6 or 5-7, if before or after the
time for such  compliance  the Holders of a majority in principal  amount of the
Debentures  at the  time  Outstanding  shall,  by Act of such  Debentureholders,
either waive such compliance in such instance or generally waive compliance with
such  covenant or  condition,  but no such waiver shall extend to or affect such
covenant or condition except to the extent so expressly waived,  and, until such
waiver shall become effective,  the obligations of the Company and the duties of
the Trustee in respect of any such  covenant or  condition  shall remain in full
force and effect.

ss. 5-9.  Accountants' Certificate.

         At the time the  statement  required  by ss. 5-4 is filed,  the Company
will also  file  with the  Trustee  a letter  or  statement  of the  Independent
accountants who shall have certified the financial statements of the Company for
its preceding fiscal year in connection with the annual report of the Company to
its  stockholders  for such year to the effect that,  in making the  examination
necessary for certification of such financial statements,  they have obtained no
knowledge of any default by the Company in the performance or fulfillment of any
covenant,  agreement or condition set forth in ss. 5-6 in this Indenture,  which
default  remains  uncured at the date of such letter or  statement,  or, if they
shall have obtained  knowledge of any such uncured  default,  specifying in such
letter or statement  such default or defaults and the nature  thereof,  it being
understood that such accountants  shall not be liable directly or indirectly for
failure to obtain knowledge of any such default or defaults.

                                   ARTICLE VI

           DEBENTUREHOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

ss.ss. 6-1. through 6-4.  Lists-and Reports.

         Sections  6.01  through  6.04  of the  General  Provisions  are  herein
incorporated in ss.ss. 6-1 through 6-4 hereof, respectively.

         The "reporting date" referred to in ss. 6-3 shall be July 1, commencing
July 1, 1999.

                                   ARTICLE VII

                                    REMEDIES

ss.ss. 7-1.   through 7-14.    Events of Default and Remedies.

         Sections  7.01  through  7.14  of the  General  Provisions  are  herein
incorporated as ss.ss. 7-1 through 7-14 hereof, respectively.

                                  ARTICLE VIII

                                   THE TRUSTEE

ss.ss. 8-1.  Through 8-13.    Concerning the Trustee.

         Sections  8.01  through  8.13  of the  General  Provisions  are  herein
incorporated as ss.ss. 8-1 through 8-13 hereof, respectively.

                                   ARTICLE IX

                             SUPPLEMENTAL INDENTURES

ss.ss. 9-1.  0Through 9-7.    Supplemental Indentures.

         Sections  9.01  through  9.07  of the  General  Provisions  are  herein
incorporated as ss.ss. 9-1 through 9-7 hereof, respectively.

                                   ARTICLE X

                  CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER

ss.ss. 10-1.   And 10-2.    Consolidation, Merger, Conveyance or Transfer.

         Sections  10.01  and  10.02  of  the  General   Provisions  are  herein
incorporated as ss.ss. 10-1 and 10-2 hereof, respectively.

                                   ARTICLE XI

                           SATISFACTION AND DISCHARGE

ss.ss. 11-1. and 11-2.  Satisfaction and Discharge; Application of Trust Money.

         Sections  11.01  and  11.02  of  the  General   Provisions  are  herein
incorporated as ss.ss. 11-1 and 11-2 hereof respectively.



<PAGE>


                                   ARTICLE XII

                    IMMUNITY OF INCORPORATORS, STOCKHOLDERS,

                             OFFICERS AND DIRECTORS

ss. 12-1.  Exemption from Individual Liability.

         Section  12.01 of the  General  Provisions  is herein  incorporated  as
ss.12-1 hereof.

                                  ARTICLE XIII

                           SUBORDINATION OF DEBENTURES

ss. 13-1.  Agreement of Subordination.

         The Company covenants and agrees,  and each Holder of Debentures issued
hereunder by his  acceptance  thereof  likewise  covenants and agrees,  that all
Debentures  shall be issued  subject to the provisions of this Article XIII; and
each Person holding any Debenture,  whether upon original issue or upon transfer
or assignment thereof, accepts and agrees to be bound by such provisions.

         All Debentures  issued hereunder shall, to the extent and in the manner
hereinafter set forth,  be  subordinated  and subject in right of payment to the
prior payment in full of all Senior Indebtedness.

ss. 13-2.  Payments to Debentureholders.

         No payment on account of principal of, or premium,  if any, or interest
on, the Debentures  (including any Mandatory Sinking Fund Payment) shall be made
if any default or event of default with respect to any Senior Indebtedness which
permits the holders  thereof (or a trustee on their  behalf) to  accelerate  the
maturity thereof shall have occurred and be continuing;  provided, however, that
if such event or event of default with respect to any Senior  Indebtedness shall
be  remedied  or cured by the Company or be waived by the holders of such Senior
Indebtedness,  in each case pursuant to the terms  thereof,  so that the holders
thereof (or a trustee on their behalf) are not able to  accelerate  the maturity
thereof,  then any such event or event of  default  shall be deemed to have been
remedied,  cured or waived,  and to be of no further  force and effect,  for all
purposes  of this  Article  XIII  without  further  action by the Trustee or any
Holder of Debentures.

         Upon any  payment  by the  Company,  or  distribution  of assets of the
Company of any kind or character,  whether in cash,  property or securities,  to
creditors upon any dissolution or winding-up or total or partial  liquidation or
reorganization   of  the  Company,   whether  voluntary  or  involuntary  or  in
bankruptcy, insolvency, receivership or other proceedings, all amounts due or to
become due upon all Senior  Indebtedness shall first be paid in full, or payment
thereof  provided for, in money or money's worth,  in accordance with its terms,
before any payment is made on account of the principal,  and premium, if any, or
interest on the  Debentures;  and upon any such  dissolution  or  winding-up  or
liquidation or  reorganization  any payment by the Company,  or  distribution of
assets of the  Company of any kind or  character,  whether in cash,  property or
securities,  to which the  Holders of the  Debentures  or the  Trustee  would be
entitled,  except for the provisions of this Article XIII,  shall be paid by the
Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or
other  Person  making such  payment or  distribution  directly to the holders of
Senior Indebtedness or their representative or representatives or to the trustee
or trustees under any indenture pursuant to which any instruments evidencing any
Senior  Indebtedness  may have been issued,  as their  respective  interests may
appear, to the extent necessary to pay all Senior Indebtedness in full, in money
or money's worth,  after giving effect to any concurrent payment or distribution
to or for the holders of Senior Indebtedness, before any payment or distribution
is made to the  Holders of the  Debentures  or to the  Trustee on behalf of such
Holders of Debentures.

         In the event that notwithstanding the preceding paragraphs, any payment
or  distribution  of assets of the Company of any kind or character,  whether in
cash,  property or securities,  prohibited by the preceding  paragraphs shall be
received  by the  Trustee or the  Holders  of the  Debentures,  such  payment or
distribution  shall  be  paid  over  or  delivered  to  the  Holders  of  Senior
Indebtedness or their  representative or  representatives,  or to the trustee or
trustees under any indenture  pursuant to which any  instruments  evidencing any
Senior  Indebtedness  may have been issued,  as their  respective  interests may
appear,  for  application  to the payment of all Senior  Indebtedness  remaining
unpaid to the extent  necessary to pay all Senior  Indebtedness in full in money
or money's  worth in  accordance  with its  terms,  after  giving  effect to any
concurrent  payment  or  distribution  to or for  the  holders  of  such  Senior
Indebtedness.

         For  purposes  of this  Article  XIII,  the words,  "cash,  property or
securities"  shall not be deemed to  include  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  at least to the  extent  provided  in this  Article  XIII with
respect to the Debentures to the payment of all Senior Indebtedness which may at
the time be outstanding; provided that (i) the Senior Indebtedness is assumed by
the  new  corporation,  if  any,  resulting  from  any  such  reorganization  or
readjustment,  and (ii) the rights of the holders of the Senior Indebtedness are
not,  without the consent of such  holders,  altered by such  reorganization  or
readjustment.  The  consolidation  of the  Company  with,  or the  merger of the
Company into,  another  corporation  or the  liquidation  or  dissolution of the
Company following the conveyance or transfer of its property as an entirety,  or
substantially  as an  entirety,  to  another  corporation  upon  the  terms  and
conditions  provided  in  Article X hereof  shall  not be deemed a  dissolution,
winding-up,  liquidation or reorganization  for the purposes of this ss. 13-2 if
such  other  corporation  shall,  as  a  part  of  such  consolidation,  merger,
conveyance or transfer,  comply with the conditions  stated in Article X hereof.
Nothing in this ss. 13-2 shall  apply to claims of, or payments  to, the Trustee
under or pursuant to ss. 8-7.

ss. 13-3.  Subrogation of Debentures.

         Subject to the payment in full of all Senior  Indebtedness,  the rights
of the  Holders  of the  Debentures  shall be  subrogated  to the  rights of the
holders of Senior  Indebtedness to receive  payments or  distributions  of cash,
property or  securities  of the Company  applicable  to the Senior  Indebtedness
until the  principal  of, and premium,  if any,  and interest on the  Debentures
shall be paid in full; and, for the purposes of such subrogation, no payments or
distributions to the holders of the Senior Indebtedness of any cash, property or
securities  to which the  Holders  of the  Debentures  or the  Trustee  would be
entitled  except for the  provisions of this Article  XIII,  and no payment over
pursuant  to the  provisions  of this  Article  XIII to the  holders  of  Senior
Indebtedness by Holders of the Debentures or the Trustee,  shall, as between the
Company,  its  creditors  other  than  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 Senior Indebtedness. It is understood that the provisions of this
Article  XIII 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.

         Nothing  contained in this Article XIII 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 absolute and unconditional,
to pay to the Holders of the Debentures  the principal of, and premium,  if any,
and interest on the Debentures as and when the same shall become due and payable
in accordance  with their terms,  or is intended to or shall affect the relative
rights of the Holders of the  Debentures and creditors of the Company other than
the  holders of Senior  Indebtedness,  nor shall  anything  herein  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 XIII 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 payment or distribution  of assets of the Company  referred to
in this Article  XIII,  the Trustee and the Holders of the  Debentures  shall be
entitled  to rely  upon  any  order or  decree  made by any  court of  competent
jurisdiction   in   which   such   dissolution,   winding-up,   liquidation   or
reorganization  proceedings  are  pending,  or a  certificate  of the  receiver,
trustee in bankruptcy,  liquidating  trustee,  agent or other Person making such
payment or  distribution,  delivered  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 XIII.

         The terms "paid in full" and  "payment in full" as used in this Article
XIII with respect to Senior Indebtedness mean the receipt, in cash or securities
(taken  at  their  market  value  at the time of the  receipt  thereof),  of the
principal  amount of the Senior  Indebtedness  (and any premium due thereon) and
full  interest  thereon to the date of such payment of  principal  and all other
amounts due to holders of Senior Indebtedness  pursuant to the provisions of the
instruments providing therefor.

ss. 13-4.    Authorization by Debentureholders.

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

ss. 13-5.  Notice to Trustee.

         The Company shall give prompt written notice to the Trustee of any fact
known to the Company which would prohibit the making of any payment of moneys to
or by the Trustee in respect of the  Debentures  pursuant to the  provisions  of
this Article XIII.  Notwithstanding  the  provisions of this Article XIII or any
other  provision  of this  Indenture,  the  Trustee  shall not be  charged  with
knowledge of the  existence  of any fact which would  prohibit the making of any
payment of moneys to or by the Trustee in respect of the Debentures  pursuant to
the  provisions  of this Article  XIII,  unless and until the Trustee shall have
received written notice thereof at its Principal Corporate Trust Office from the
Company or a holder or holders of Senior Indebtedness or from any representative
or representatives therefor,  together with proof satisfactory to the Trustee of
the holding of such Senior Indebtedness or of such capacity as representative or
representatives  therefor; and, prior to the receipt of any such written notice,
the Trustee  shall be entitled in all  respects  conclusively  to assume that no
such fact exists; provided, that if on or before the third Business Day prior to
the date upon which by the terms  hereof any such moneys may become  payable for
any purpose (including, without limitation, the payment of the principal of, and
premium,  if any, or interest on, any  Debenture,  and any amounts  deemed to be
immediately  due and payable upon the execution of any instrument  acknowledging
satisfaction and discharge of this Indenture, as provided in Article XI hereof),
the  Trustee  shall not have  received  with  respect to such  moneys the notice
provided for in this ss. 13-5,  then,  anything herein contained to the contrary
notwithstanding, the Trustee shall have full power and authority to receive such
moneys and to apply the same to the  purpose for which they were  received,  and
shall not be affected by any notice to the contrary  which may be received by it
on or after such prior date.

         The  Trustee  shall  be  entitled  to rely on the  delivery  to it of a
written  notice  by a  Person  representing  himself  to be a holder  of  Senior
Indebtedness (or any  Representative or  representatives  therefor) to establish
that  such  notice  has been  given  by a holder  of  Senior  Indebtedness  or a
representative or  representatives  on behalf of any such holder or holders.  In
the event that the Trustee  determines  in good faith that  further  evidence is
required  with  respect  to the  right  of any  Person  as a  holder  of  Senior
Indebtedness  to  participate  in any payment or  distribution  pursuant to this
Article  XIII,  the Trustee may request  such Person to furnish  evidence to the
reasonable  satisfaction of the Trustee as to the amount of Senior  Indebtedness
held by such Person,  the extent to which such Person is entitled to participate
in such payment or  distribution  and any other facts pertinent to the rights of
such Person under this Article  XIII,  and if such evidence is not furnished the
Trustee may defer any payment to such Person pending  judicial  determination as
to the right of such Person to receive  such  payment;  nor shall the Trustee be
charged with  knowledge of the curing or waiver of any default of the  character
specified in ss. 13-2 or that any event or any condition  preventing any payment
in respect of the  Debentures  shall have  ceased to exist  unless and until the
Trustee shall have received an Officers' Certificate to such effect.

ss. 13-6.  Trustee's Relation to Senior Indebtedness.

         The  Trustee in its  individual  capacity  shall be entitled to all the
rights set forth in this Article XIII 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 ss. 8-13 or  elsewhere  in this  Indenture  shall
deprive the Trustee of any of its rights as such holder.

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

ss. 13-7.  No Impairment of Subordination.

         No right of any present or future holder of any Senior  Indebtedness to
enforce  subordination  as  herein  provided  shall  at any  time  in any way be
prejudiced  or  impaired by any act or failure to act on the part of the Company
or by any act or failure to act, in good faith,  by any such  holder,  or by any
noncompliance  by the Company with the terms,  provisions  and covenants of this
Indenture, regardless of any knowledge thereof which any such holder may have or
otherwise be charged with.

                                  ARTICLE XIV

                            CONVERSION OF DEBENTURES

ss. 14-1.  Conversion Privilege.

         The Holder of any Debenture shall have the right at his option,  at any
time (except that, with respect to any Debentures or portion thereof which shall
be called for redemption, such right shall terminate at the close of business on
the  Redemption  Date of such Debenture or portion  thereof,  unless the Company
shall default in payment due upon redemption  thereof),  to convert,  subject to
the terms and provisions of this Article XIV, the principal of such Debenture or
any  portion of the  principal  amount  thereof  which is $1,000 or an  integral
multiple of $1,000 into  shares of Common  Stock of the Company at a  conversion
price equal to $16.17 aggregate principal amount of Debentures for each share of
Common Stock or, in case an adjustment of such price has taken place pursuant to
the provisions of this Article XIV, then at the price as last adjusted (referred
to herein as the  "conversion  price"),  upon surrender of such Debenture to the
Company at its office or agency in the Borough of  Manhattan,  City and State of
New York,  together  with written  notice of election  executed by the Holder of
such Debenture  (hereinafter  referred to as the "conversion notice") to convert
such Debenture or a specified  portion (as above provided)  thereof,  specifying
the name or names in which  the  shares of Common  Stock  deliverable  upon such
conversion  shall be registered,  with the addresses of the Person (and taxpayer
identification  numbers,  if  applicable)  so named,  and, if so required by the
Company or the Trustee,  duly endorsed or accompanied by a written instrument or
instruments  of transfer in form  satisfactory  to the Company and the Debenture
Registrar  duly  executed  by the  Holder or his  attorney  duly  authorized  in
writing. Any Debentures so surrendered during any period beginning subsequent to
a Regular  Record Date and ending at the  opening of  business  on the  Interest
Payment Date next following such Regular  Record Date  (excluding  Debentures or
portions  thereof  called for redemption on a Redemption  Date occurring  during
such period) shall also be  accompanied  by payment in New York  Clearing  House
funds or other funds reasonably  acceptable to the Company of an amount equal to
the interest  payable on such Interest  Payment Date on the principal  amount of
such Debentures then being  converted.  For  convenience,  the conversion of the
principal of any Debenture into Common Stock is herein sometimes  referred to as
the "conversion" of such Debenture.

ss. 14-2.    Exercise of Conversion Privilege.

         As promptly as practicable after the surrender,  as herein provided, of
any Debenture for conversion and the receipt of the conversion notice, as herein
provided,  relating  thereto,  and,  if  applicable,  the  payment  of the funds
provided for in ss.ss. 14-1 and 14-10 hereof, the Company shall deliver or cause
to be  delivered at said office or agency,  to or upon the written  order of the
Holder  of  the  Debenture  so   surrendered,   a  certificate  or  certificates
representing the number of fully-paid and non-assessable  shares of Common Stock
into which such  Debenture  (or portion  thereof) may be converted in accordance
with the provisions of this Article XIV, registered in such name or names as are
specified in the conversion notice, together with any cash payable in respect of
a fractional share. In case any Debenture of a denomination  greater than $1,000
shall be surrendered for partial  conversion,  the Company shall execute and the
Trustee  shall  authenticate  and  deliver to or upon the  written  order of the
Holder of the Debenture so  surrendered,  without charge to such Holder (subject
to the  provisions  of ss.  14-10  hereof),  a new  Debenture or  Debentures  in
authorized   denominations  in  an  aggregate  principal  amount  equal  to  the
unconverted  portion of the  surrendered  Debenture.  Subject  to the  following
provisions  of this  paragraph,  such  conversion  shall be  deemed to have been
effected  at the close of business  on the date when such  Debenture  shall have
been  surrendered  for conversion  together with the  conversion  notice and any
funds required by ss.ss. 14-1 and 14-10 hereof, so that the rights of the Holder
of such  Debenture  as such  Holder  shall  cease at such time and the Person or
Persons  entitled to receive the shares of Common Stock upon  conversion of such
Debenture  shall be treated for all purposes as having  become the record holder
or holders of such shares of Common Stock at such time and such conversion shall
be at the  conversion  price in effect at such time;  provided,  however that no
such surrender on any date when the stock transfer books of the Company shall be
closed  shall be  effective  to  constitute  the Person or Persons  entitled  to
receive the shares of Common Stock upon such  conversion as the record holder or
holders of such shares of Common Stock on such date, but such surrender shall be
effective to constitute the Person or Persons entitled to receive such shares of
Common  Stock as the record  holder or holders  thereof for all  purposes at the
opening of  business  on the next  succeeding  Business  Day on which such stock
transfer  books  are open  but  such  conversion  shall  nevertheless  be at the
conversion  price in  effect  at the  close of  business  on the date  when such
Debenture shall have been so surrendered together with the conversion notice and
any funds required by ss.ss. 14-1 and 14-10 hereof.

         If the last day for the exercise of the  conversion  right at the place
of surrender  shall not be a Business Day, then the last day for the exercise of
such right at such place shall be the next succeeding Business Day.

ss. 14-3.  No Conversion Adjustments.

         Subject to ss. 14-1,  no payment or  adjustment  shall be made upon any
conversion in respect of any interest  accrued on any Debenture  surrendered for
conversion  on or prior to a Regular  Record Date or any dividends on the Common
Stock delivered upon conversion.

ss. 14-4.  Adjustment of Conversion Price.

         The conversion price shall be subject to adjustment as follows:

         (a) In case the  Company  shall (i) pay a  dividend  in shares of its
capital stock,  (ii) subdivide its outstanding  shares of Common Stock,  (iii)
combine its outstanding  shares of Common Stock into a smaller number of shares,
or (iv) issue by  reclassification  of its shares of Common Stock any shares of
the Company,  the conversion price in effect  immediately prior thereto shall be
adjusted  so  that  the  Holder  of any  Debenture  thereafter  surrendered  for
conversion  shall be  entitled  to receive  the number of shares of the  Company
which he would have owned or have been  entitled to receive  after the happening
of any of  the  events  described  above,  had  such  Debenture  been  converted
immediately  prior to the happening of such event. Such adjustment shall be made
whenever any of the events listed above shall occur. An adjustment made pursuant
to this Subdivision (a) shall become effective  retroactively  immediately after
the record date in the case of a dividend and shall become effective immediately
after  the  effective  date  in  the  case  of  a  subdivision,  combination  or
reclassification.

         (b) In case the Company  shall issue rights or warrants to all holders
of its Common Stock  entitling them (for a period  expiring within 45 days after
the record date mentioned  below) to subscribe for or purchase  shares of Common
Stock at a price  per  share  less than the  current  market  price per share of
Common Stock (as defined in Subdivision  (d) below) at the record date mentioned
below,  the price per share at which the  Debentures may thereafter be converted
into Common Stock shall be  determined by dividing the price per share for which
the Debentures were  theretofore  convertible into Common Stock by a fraction of
which the numerator shall be the number of shares of Common Stock outstanding on
the date of issuance of such  rights or warrants  plus the number of  additional
shares of Common Stock offered for  subscription  or purchase,  and of which the
denominator  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. Such adjustment shall be made whenever such rights
or warrants are issued,  and shall become  effective  retroactively  immediately
after the record date for the determination of stockholders  entitled to receive
such rights or warrants.

         (c)  In case the Company shall  distribute to all holders of its Common
Stock evidences of its indebtedness or assets (excluding cash dividends or other
cash  distributions  treated as dividends under state law) or rights or warrants
to subscribe  (excluding  those referred to in Subdivision  (b) above),  then in
each such case the price per share at which the  Debentures  may  thereafter  be
converted  into Common Stock shall be determined by dividing the price per share
for which the Debentures  were  theretofore  convertible  into Common Stock by a
fraction of which the numerator  shall be the current  market price per share of
Common  Stock  (as  defined  in  Subdivision  (d)  below)  on the  date  of such
distribution,  and of which the  denominator  shall be such current market price
per share of Common Stock, less the then fair market value (as determined by the
Board of Directors of the Company, whose determination shall be conclusive,  and
described  in a statement,  which will have the  applicable  resolutions  of the
Board of Directors  attached thereto,  filed with the Trustee) of the portion of
the assets or evidences of indebtedness  so distributed or of such  subscription
rights or warrants  applicable  to one share of Common  Stock.  Such  adjustment
shall be made whenever any such  distribution is made and 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  Subdivisions (b) and (c)
above,  the current  market price per share of Common Stock at any date shall be
deemed to be the average of the daily closing prices for the thirty  consecutive
business days commencing  forty-five  business days before the date in question.
The  closing  price for each day shall be (i) if the Common  Stock is listed or
admitted to trading on a national securities exchange,  the closing price on the
NYSE-Consolidated  Tape (or any successor composite tape reporting  transactions
on national  securities  exchanges) or, if such a composite tape shall not be in
use or shall not report  transactions  in the Common  Stock,  the last  reported
sales price regular way on the principal national  securities  exchange on which
the Common  Stock is listed or admitted to trading  (which shall be the national
securities  exchange on which the greatest  number of shares of the Common Stock
has been traded during such 30 consecutive  business  days),  or, if there is no
transaction  on any  such day in any  such  situation,  the mean of .the bid and
asked  prices on such day or (ii) if the Common Stock is not listed or  admitted
to trading on any such  exchange,  the closing  price,  if reported,  or, if the
closing price is not  reported,  the average of the closing bid and asked prices
as  reported  by  the  National  Association  of  Securities  Dealers  Automated
Quotation  System (NASDAQ) or a similar source selected from time to time by the
Company for the purpose.

         (e) No  adjustment  in the  conversion  price shall be required  unless
such  adjustment  would  require an  increase or decrease of at least 1% of such
price;  provided,  however,  that  any  adjustments  which  by  reason  of  this
Subdivision  (e) are not required to be made shall be carried  forward and taken
into account in any subsequent adjustment.  All calculations under this ss. 14-4
shall be made to the nearest cent or to the nearest one-hundredth of a share, as
the case may be.

ss. 14-5 .  Fractions of Shares.

         No fractional shares or scrip  representing  fractional shares shall be
issued upon the  conversion of any Debenture or  Debentures.  If any  fractional
interest in a share of Common Stock would, except for the provisions of this ss.
14-5, be deliverable  upon the  conversion of any Debenture or  Debentures,  the
Company shall, in lieu of delivering a fractional  share  therefor,  adjust such
fractional  interest  by paying  the  Holder of such  surrendered  Debenture  or
Debentures an amount in cash equal (computed to the nearest cent) to the closing
price of such fractional  interest  (computed as provided in the second sentence
of ss. 14-4(d) hereof) on the business day prior to the date of conversion.



<PAGE>


ss. 14-6.  Effect of Mergers, etc., on Conversion Privilege.

         In case of any capital  reorganization,  of any reclassification of the
Common Stock (other than a reclassification  covered by ss.  14-4(a)(iv)) of the
Company or in case of the  consolidation  or merger of the Company  with or into
any  other  corporation  or of the  sale,  lease  or  other  disposition  of the
properties and assets of the Company as, or substantially as, an entirety to any
other corporation, there shall be no adjustment of the conversion price pursuant
to ss. 14-4 hereof but each Debenture shall, after such capital  reorganization,
reclassification of Common Stock, consolidation,  merger or sale, lease or other
disposition, be convertible into the kind and amount of shares of stock or other
securities  or  property  (including  cash) to which the holder of the number of
shares  of  Common  Stock  deliverable  (immediately  prior  to the time of such
capital reorganization, reclassification of Common Stock, consolidation, merger,
sale, lease or other  disposition) upon conversion of such Debentures would have
been  entitled  upon such capital.  reorganization,  reclassification  of Common
Stock, consolidation, merger, sale, lease or other disposition; and, in any such
case, if necessary,  appropriate  adjustment shall be made in the application of
the  provisions  set forth in this  Article  XIV with  respect to the rights and
interests  thereafter  of the  Holders  of the  Debentures,  to the end that the
provisions  set forth in this Article XIV shall  thereafter  correspondingly  be
made  applicable,  as nearly as may be reasonable,  in relation to any shares of
stock or other securities or property  thereafter  deliverable on the conversion
of the  Debentures.  Any  such  adjustment  shall  be made  and set  forth  in a
supplemental  indenture,  which shall  conform to the Trust  Indenture Act as in
effect at the date of execution of such supplemental indenture,  executed by the
Company  and  the  Trustee  and  approved  as  being  accurately  determined  in
accordance  with this ss. 14-6 by a certificate of a firm of Independent  public
accountants;  and any  adjustment  so  approved  shall for all  purposes  hereof
conclusively be deemed to be an appropriate adjustment.

         The  above  provisions  of this  ss.  14-6  shall  similarly  apply  to
successive reorganizations,  reclassifications,  consolidations, mergers, sales,
leases or other dispositions.

         Notice of the execution of such  supplemental  indenture shall be given
by mail to the Holders of the  Debentures  within 30 days after the execution of
such supplemental indenture.

         The Trustee  shall not be under any  responsibility  to  determine  the
correctness  of any  provisions  contained  in any such  supplemental  indenture
relating  either  to the kind or amount  of  shares  of stock or  securities  or
property receivable by Holders upon the conversion of their Debentures after any
such  reorganization,  reclassification,  consolidation,  merger, sale, lease or
other disposition or to any adjustment to be made with respect thereto,  but may
accept as conclusive  evidence of the  correctness of any such  provisions,  and
shall be  protected  in relying  upon, a  certificate  of a firm of  Independent
public accountants with respect thereto furnished to it by the Company.

ss. 14-7.  Notice of Adjustments.

         Whenever  the  conversion  price is  adjusted as herein  provided,  the
Company  shall  promptly  file  with  the  Trustee  a  certificate  of a firm of
Independent public accountants with respect thereto setting forth the conversion
price after such  adjustment  and setting  forth a brief  statement of the facts
requiring  such  adjustment.  Subject to the  provisions of ss. 8-1, the Trustee
shall be under no duty or  responsibility  with respect to any such  certificate
except  to  exhibit  the  same  from  time  to time to any  Holder  desiring  an
inspection thereof.

         The Company  shall also  forthwith  cause to be mailed to each Holder a
notice stating that the conversion price has been adjusted and setting forth the
adjusted  conversion  price and shall deliver a copy thereof to each  conversion
agent other than the Trustee.

ss. 14-8.  Notice of Certain Events.

         In case:

         (a) the Company  shall declare a dividend  payable,  or shall make any
other  distribution  of its Common Stock payable,  on or after February 26, 1998
(excluding cash dividends or other cash distributions treated as dividends under
state law and stock splits in the form of stock dividends); or

      (b) the Company shall authorize the granting on or after February 26, 1998
to all the holders of its Common Stock of rights or warrants to subscribe for or
purchase any shares of stock of any class or of any other rights or warrants; or

         (c) of any  capital  reorganization  or  reclassification  on or after
February 26, 1998, of the Common Stock of the Company  (other than a subdivision
or combination or change in the par value of its outstanding  Common Stock),  or
of any  consolidation  or merger on or after said date to which the Company is a
party and for which approval of any stockholders of the Company is required,  or
of the  sale,  lease  or  other  disposition  on or  after  said  date of all or
substantially  all  of the  assets  of  the  Company,  in  the  event  any  such
consolidation,  merger or sale will result in a change in the shares held by the
holders of Common Stock; or

     (d) of the voluntary or involuntary dissolution,  liquidation or winding-up
of the Company on or after February 26, 1998,

then the  Company  shall cause to be filed with the Trustee and at the office of
each  conversion  agent  and,  except  in the  case  of  events  referred  to in
subsection (a) above, shall cause to be mailed to the Holders of the Debentures,
as  promptly  as  possible  but in any  event  at  least  10 days  prior  to the
applicable   record  date,   entitlement  date  or  effective  date  hereinafter
specified,  a notice  stating  (x) the date on which a record is to be taken for
the purpose of such  dividend,  distribution  or granting of rights (the "record
date"),  or, if a record is not to be taken,  the date or anticipated date as of
which the holders of Common  Stock of record to be  entitled  to such  dividend,
distribution  or  granting  of rights  are to be  determined  (the  "entitlement
date"),   or  (y)  the  date  or   anticipated   date  on  which  such   capital
reorganization,  reclassification,  consolidation,  merger, sale, lease or other
disposition,  dissolution,  liquidation  or  winding-up  is  expected  to become
effective (the "effective  date"),  and which notice,  in the case of the notice
specified  in clause  (y),  shall also state the date as of which it is expected
that  holders of Common  Stock of record  shall be entitled  to  exchange  their
shares of Common Stock for  securities or other property  deliverable  upon such
capital reorganization, reclassification,  consolidation, merger, sale, lease or
other disposition, dissolution, liquidation or winding-up.

ss. 14-9.  Company to Reserve Common Stock; Listing; Registration.

         The  Company  covenants  that it will at all  times  reserve  and  keep
available,  free from preemptive  rights, out of the aggregate of its authorized
but unissued  Common Stock or its issued Common Stock held in its  treasury,  or
both, for the purpose of effecting conversions of Debentures, the full number of
shares of Common Stock then  deliverable  upon the conversion of all Outstanding
Debentures  not  theretofore  converted;  and  if at  any  time  the  number  of
authorized but unissued shares of Common Stock shall not be sufficient to effect
the conversion of all said  Outstanding  Debentures,  the Company will take such
corporate  action as may in the opinion of its counsel be  necessary to increase
its  authorized  but unissued  Common Stock to such number of shares as shall be
sufficient for that purpose.

         Before taking any action which would cause an  adjustment  reducing the
conversion price below the then par value (if any) of the shares of Common Stock
issuable upon conversion of the Debentures,  the Company will take any corporate
action which may, in the opinion of its counsel,  be necessary in order that the
Company may validly and legally issue  fully-paid and  non-assessable  shares of
such Common Stock at such adjusted conversion price.

         The Company  convenants that if any shares of Common Stock reserved for
conversions of Debentures require listing upon any national  securities exchange
before such shares may be delivered  upon  conversion,  the Company will in good
faith,  and as  expeditiously  as possible,  endeavor to cause such shares to be
duly listed.

         The Company will in good faith endeavor to effect any  registration  of
the shares of Common Stock  deliverable  upon  conversion of the Debentures that
may be required under the  Securities Act of 1933, as amended,  or any successor
Federal  law in  connection  with  the  issuance  of any  such  shares,  and any
amendments or supplements to such registration  that may be so required,  and in
good faith and as promptly as possible endeavor to cause any other  registration
with,  and to obtain any  approval  by,  any  governmental  authority  under any
applicable  laws that may be required  before  such shares may be so  delivered;
provided,  however,  that  nothing in this ss. 14-9 shall be deemed to affect in
any way the obligation of the Company to convert  Debentures as provided in this
Article XIV.

         The  Company  covenants  that,  subject  to  the  effectiveness  of any
registration  and the obtaining of any approval  referred to herein,  all Common
Stock which may be delivered upon  conversions of Debentures  will upon delivery
be duly and validly issued and fully-paid and nonassessable.

ss. 14-10.  Taxes on Conversions.

         The Company will pay any and all documentary, stamp or similar issue or
transfer  taxes  payable in respect of the issue or delivery of shares of Common
Stock on conversions of Debentures pursuant hereto; provided,  however, that the
Company  shall not be required to pay any tax which may be payable in respect of
any  registration of transfer  involved in the issue or delivery of Common Stock
in a name other than that of the Holder of the  Debentures to be converted,  and
no such issue or delivery  shall be made unless and until the Person  requesting
such  issue  has  paid  to  the  Company  the  amount  of  any  such  tax or has
established, to the satisfaction of the Company, that such tax has been paid.

ss. 14-11.  Responsibility of Trustee.

         Neither the Trustee nor any conversion agent shall at any time be under
any duty or  responsibility to any Holder of Debentures to determine whether any
fact exists which may require any  adjustment of the conversion  price,  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 registration, validity
or value  (or the kind or  amount)  of any  shares of  Common  Stock,  or of any
securities  or property,  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
conversion agent shall be responsible for any failure of the Company to issue or
transfer or deliver any Common Stock or stock  certificates or other  securities
or property or to make any cash payment upon the  surrender of any Debenture for
the purpose of  conversion or to comply with any of the covenants of the Company
contained in this Article XIV.



<PAGE>


         IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed,  and their respective  corporate seals to be hereunto affixed and
attested, all as of the day and year first above written.

                                                     ANDERSEN GROUP, INC.


                                                     By:/S/ Francis E. Baker
                                                        --------------------
                                                        FRANCIS E. BAKER
                                                        Chairman of the Board

Attest:  /s/ Bernard F. Travers, III
         ---------------------------
         BERNARD F. TRAVERS, III
         Assistant Secretary

                                                     THE CHASE MANHATTAN BANK


                                                     By: /s/ Frank Grippo
                                                         ----------------
                                                         FRANK GRIPPO
                                                         Vice President

Attest:
          /s/ Gemmel Richards
          -------------------
          GEMMEL RICHARDS
          Assistant Secretary




<PAGE>





STATE OF CONNECTICUT)
                    )       ss.:     Bloomfield
COUNTY OF HARTFORD  )

     On this 3rd day of March, 1998, before me personally came FRANCIS E. BAKER,
to me known,  who, being by me duly sworn, did depose and say that he resides at
8356 Sego Lane,  Vero  Beach,  FL;  that he is Chairman of the Board of ANDERSEN
GROUP,  INC., one of the corporations  described in and which executed the above
instrument; that he knows the corporate seal of said corporation;  that the seal
affixed to said  instrument is such  corporate  seal;  that it was so affixed by
authority of the Board of Directors of said corporation;  and that he signed his
name thereto by like authority.

                                                /s/ Connie Boyd
                                                ---------------
                                                My commission expires 11/30/01

(NOTARY SEAL]


STATE OF NEW YORK )
                  )       ss.:     New York
COUNTY OF NEW YORK

     On this 27th day of February,  1998 before me personally came Frank Grippo,
to me known,  who, being by me duly sworn, did depose and say that he resides at
Montgomery,  NY; that he is a Vice-President of THE CHASE MANHATTAN BANK, one of
the corporations described in and which executed the foregoing instrument;  that
he knows the seal of said corporation;  that the seal affixed to said instrument
is such  corporate  seal;  that it was  affixed  by  authority  of the  Board of
Directors  of said  corporation;  and that he signed  his name  thereto  by like
authority.


                                  [NOTARY SEAL]
                                                Emily Fayan      
                                                ------------
                                                My commission expires 12/31/99

<PAGE>



                                     PART 2

                               General Provisions



<PAGE>


                               TABLE OF CONTENTS*

                                     Part 2


                                   ARTICLE ONE

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

                                                                            Page

Section 1.01. Definitions  1A
              "this Indenture" and certain other items........................1A
              "Act" 1A
              "Affiliate".....................................................1A
              "Authorized Newspaper"..........................................2A
              "Bankruptcy Act"................................................2A
              "Board of Directors"............................................2A
              "Board Resolution"..............................................2A
              "Business Day"..................................................2A
              "Commission"....................................................2A
              "Company"  2A
              "Company Request" and "Company Order"...........................2A
              "Debentureholder" or "Holder"...................................2A
              "Debenture Register" and "Debenture Registrar"..................2A
              "Event of Default"..............................................2A
              "Independent"...................................................3A
              "Interest Payment Date".........................................3A
              "Maturity" 3A
              "Officers' Certificate".........................................3A
              "Opinion of Counsel"............................................3A
              "Outstanding....................................................3A
              "Paying Agent"..................................................4A
              "Person" 4A
              "Place of Payment"..............................................4A
              "Predecessor Debentures"........................................4A
              "Principal Corporate Trust Office"..............................4A
              "Redemption Date"...............................................4A
              "Redemption Price"..............................................4A
              "Regular Record Date"...........................................4A
              "Responsible Officer"...........................................5A
              "Special Record Date"...........................................5A
              "Stated Maturity"...............................................5A
              "Trustee"  5A
              "Trust Indenture Act" or "TIA"..................................5A
              "Vice President"................................................5A
Section 1.02. Compliance Certificates and Opinions............................5A
Section 1.03. Form of Documents Delivered to Trustee..........................6A
Section 1.04. Acts of Debentureholders........................................6A
Section 1.05. Notices, etc., to Trustee and Company...........................7A
Section 1.06  Notices to Debentureholders; Waiver.............................7A
Section 1.07. Conflict with Trust Indenture Act...............................8A
Section 1.08. Effect of Headings and Table of Contents........................8A
Section 1.09. Successors and Assigns..........................................8A
Section 1.10. Separability Clause.............................................8A
Section 1.11. Benefits of Indenture...........................................8A
Section 1.12. Legal Holidays..................................................8A

                                   ARTICLE TWO
                                 DEBENTURE FORMS

Section 2.01. Forms Generally.................................................9A
Section 2.02. Form of Debenture...............................................9A

                                  ARTICLE THREE
                                 THE DEBENTURES

Section 3.01. Title and Terms.................................................9A
Section 3.02. Denominations...................................................9A
Section 3.03. Execution, Authentication and Delivery.........................10A
Section 3.04. Temporary Debentures...........................................10A
Section 3.05. Registration, Registration of Transfer and Exchange............10A
Section 3.06. Mutilated, Destroyed, Lost and Stolen Debentures...............11A
Section 3.07. Payment of Interest............................................12A
Section 3.08. Persons Deemed Owners..........................................13A
Section 3.09. Cancellation...................................................13A

                                  ARTICLE FOUR
                            REDEMPTION OF DEBENTURES

Section 4.01. Right of Redemption............................................14A
Section 4.02. Applicability of Article.......................................14A
Section 4.03. Intentionally Omitted..........................................14A
Section 4.04. Selection by Trustee of Debentures to be Redeemed..............14A
Section 4.05. Notice of Redemption...........................................15A
Section 4.06. Deposit of Redemption Price....................................16A
Section 4.07. Debentures Payable on Redemption Date..........................16A
Section 4.08. Debentures Redeemed in Part....................................16A

                                  ARTICLE FIVE
                                    COVENANTS

Section 5.01. Payment of Principal, Premium and Interest.....................16A
Section 5.02. Maintenance of Office or Agency................................17A
Section 5.03. Money for Debenture Payments to Be Held in Trust...............17A
Section 5.04. Statement as to Compliance.....................................18A
Section 5.05  Corporate Existence............................................18A
Section 5.06. Payment of Taxes and Other Claims..............................18A
Section 5.07. Maintenance of Properties......................................19A

                                   ARTICLE SIX
           DEBENTUREHOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

Section 6.01. Company to Furnish Trustees Names and Addresses 
                 of Debentureholders.........................................19A
Section 6.02. Preservation of Information; Communications to 
                 Debentureholders............................................19A
Section 6.03. Reports by Trustee.............................................20A
Section 6.04. Reports by Company.............................................22A

                                  ARTICLE SEVEN
                                    REMEDIES

Section 7.01. Events of Default..............................................22A
Section 7.02. Acceleration of Maturity; Rescission and Annulment.............23A
Section 7.03. Collection of Indebtedness and Suits for Enforceability
                 by Trustee..................................................24A
Section 7.04. Trustee May File Proofs of Claim...............................25A
Section 7.05. Trustee May Enforce Claims Without Possession of Debentures....25A
Section 7.06. Application of Money Collected.................................26A
Section 7.07. Limitation on Suits............................................26A
Section 7.08. Unconditional Right of Debentureholders to Receive Principal;
                 Premium and Interest and to Convert.........................27A
Section 7.09. Restoration of Rights and Remedies.............................27A
Section 7.10. Rights and Remedies Cumulative.................................27A
Section 7.11. Delay or Omission Not Waiver...................................27A
Section 7.12. Control by Debentureholders....................................28A
Section 7.13. Waiver of Past Defaults........................................28A
Section 7.14. Undertaking for Costs..........................................28A
Section 7.15. Waiver of Stay or Extension Laws...............................29A

                                  ARTICLE EIGHT
                                   THE TRUSTEE

Section 8.01. Certain Duties and Responsibilities............................29A
Section 8.02. Notice of Defaults.............................................30A
Section 8.03. Certain Rights of Trustee......................................30A
Section 8.04. Not Responsible for Recitals or Issuance of Debentures.........31A
Section 8.05. May Hold Debentures............................................31A
Section 8.06. Money Held in Trust............................................32A
Section 8.07. Compensation and Reimbursement.................................32A
Section 8.08. Disqualification; Conflicting Interests........................32A
Section 8.09. Corporate Trustee Required; Eligibility........................32A
Section 8.10. Resignation and Removal; Appointment of Successor..............33A
Section 8.11. Acceptance of Appointment by Successor.........................34A
Section 8.12. Merger, Conversion, Consolidation or Succession to
                 Business of Trustee.........................................34A
Section 8.13. Preferential Collection of Claims Against Company..............35A

                                  ARTICLE NINE
                             SUPPLEMENTAL INDENTURES

Section 9.01. Supplemental Indentures Without Consent of Debentureholders....38A
Section 9.02. Supplemental Indentures With a Consent of Debentureholders.....39A
Section 9.03. Execution of Supplemental Indentures...........................40A
Section 9.04. Effect of Supplemental Indentures..............................40A
Section 9.05. Conformity with Trust Indenture Act............................40A
Section 9.06. Reference in Debentures to Supplemental Indentures.............40A
Section 9.07. Modification of Subordination Provisions.......................40A

                                   ARTICLE TEN
                  CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER

Section 10.01. Company May Consolidate, etc., Only on Certain Terms..........41A
Section 10.02. Successor Corporation Substituted.............................41A

                                 ARTICLE ELEVEN
                           SATISFACTION AND DISCHARGE

Section 11.01. Satisfaction and Discharge of Indenture.......................42A
Section 11.02. Application of Trust Money....................................43A

                                 ARTICLE TWELVE
         IMMUNITY OF INCORPORATORS, STOCKHOLDERS OFFICERS AND DIRECTORS

Section 12.01. Exemption from Individual Liability...........................43A


<PAGE>



                TABLE SHOWING REFLECTION IN GENERAL PROVISIONS OF
                CERTAIN PROVISIONS OF TRUST INDENTURE ACT OF 1939



                                               Reflected in General Provisions
                                                Section                  Page

TIA

ss. 303  (1)................................... 1.01(5)                    1A
        (10)................................... 1.01                       1A
        (12)................................... 8.13(c)(5)                35A
        (13)................................... 1.01                       1A
        (13)................................... 1.01                       1A

ss. 310(a)(1).................................. 8.09                      33A
        (a)(2)................................. 8.09                      33A
        (a)(3)................................. Not Applicable
        (a)(4)................................. Not Applicable
        (b).................................... 8.08                      33A
ss. 311(a)..................................... 8.13(a)                   35A
        (b).................................... 8.13(b)                   37A
        (b)(2)................................. 6.03(a)(2)                21A
                                                6.03(b)                   21A
ss. 312(a) .................................... 6.01                      19A
                                                6.02(a)                   19A
       (b)..................................... 6.02(b)                   20A
       (c)..................................... 6.02(c)                   20A
ss. 313(a)..................................... 6.03(a)                   21A
       (b)..................................... 6.03(b)                   21A
       (c)..................................... 6.03(a)                   21A
                                                6.03(b)                   21A
       (d)..................................... 6.03(c)                   22A


<PAGE>


                                                        



                                   ARTICLE ONE

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

SECTION 1.01.  Definitions.

         For all  purposes  of this  Indenture,  except as  otherwise  expressly
provided or unless the context otherwise requires:

                  (1)  the  term  "this  Indenture"  means  this  instrument  as
         originally  executed or as it may from time to time be  supplemented or
         amended by one or more  indentures  supplemental  hereto  entered  into
         pursuant to the applicable provisions hereof;

                  (2)  all   references   in  this   instrument   to  designated
         "Articles",  "Sections"  and other  subdivisions  are to the designated
         Articles,  Sections  and  other  subdivisions  of  this  instrument  as
         originally executed. The words "herein",  "hereof", and "hereunder" and
         other words of similar  import  refer to this  Indenture as a whole and
         not to any particular Article, Section or other subdivision;

                  (3) the  terms  defined  in this  Article  have  the  meanings
         assigned to them in this  Article and include the plural as well as the
         singular;

                  (4) the terms defined in Part 1 of this Indenture  shall have,
         for purposes of the General  Provisions,  the meanings assigned to them
         in Part 1 of this Indenture;

                  (5) all other terms used herein which are defined in the Trust
         Indenture  Act,  either  directly  or by  reference  therein,  have the
         meanings assigned to them therein;

                  (6) all accounting terms not otherwise defined herein have the
         meanings  assigned  to  them  in  accordance  with  generally  accepted
         accounting principles; and

                  (7) any reference in the General  Provisions to any particular
         Article or Section or other subdivision of the General Provisions which
         is  incorporated  in this Indenture shall be a reference to the Article
         or Section or other  subdivision of this Indenture  incorporating  such
         particular Article, Section or other subdivision.

         Certain terms,  used  principally in Article Eight, are defined in that
Article.

         "Act" when used with  respect to any  Debentureholder  has the  meaning
specified in Section 1.04.

         "Affiliate" of any specified  Person means any other Person directly or
indirectly  controlling  or  controlled  by or under  direct or indirect  common
control  with  such  specified  Person.  For the  purposes  of this  definition,
"control"  when used with  respect to any  specified  Person  means the power to
direct the  management  and  policies of such  Person,  directly or  indirectly,
whether  through the ownership of voting  securities,  by contract or otherwise;
and the terms  "controlling" and "controlled"  have meanings  correlative to the
foregoing.

         "Authorized  Newspaper" means a newspaper of general circulation in the
relevant area, printed in the English language and customarily published on each
Business  Day,  whether or not  published  on  Saturdays,  Sundays or  holidays.
Whenever  successive  weekly   publications  in  an  Authorized   Newspaper  are
authorized  hereunder  they may be made  (unless  otherwise  expressly  provided
herein) on the same or  different  days of the week and in the same or different
Authorized Newspapers.

         "Bankruptcy Act" means Title 11 of the United States Code and any other
similar applicable Federal law.

         "Board of Directors" means either the Board of Directors of the Company
or any duly authorized committee of that Board.

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

         "Business  Day" means each day which is neither a Saturday,  Sunday nor
other day on which banking  institutions  in the pertinent  Place of Payment are
authorized or obligated by law or executive order to close.

         "Commission" means the Securities and Exchange Commission, as from time
to time  constituted,  created  under the  Securities  Exchange Act of 1934,  as
amended,  or if at  any  time  after  the  execution  of  this  instrument  such
Commission  is not existing and  performing  the duties now assigned to it under
the Trust Indenture Act, then the body performing such duties on such date.

         "Company"  means  the  Person  named  as the  "Company"  in  the  first
paragraph of this  instrument  until a successor  corporation  shall have become
such pursuant to the  applicable  provisions of this  Indenture,  and thereafter
"Company" shall mean such successor corporation.

         "Company  Request" and "Company  Order" mean,  respectively,  a written
request or order signed in the name of the Company by its Chairman of the Board,
President,  or a Vice President,  and by its Treasurer,  an Assistant Treasurer,
Controller,  an Assistant Controller,  Secretary, or an Assistant Secretary, and
delivered to the Trustee.

         "Debentureholder"  or "Holder"  when used with respect to any Debenture
means the Person in whose name such  Debenture is  registered  in the  Debenture
Register.

         "Debenture  Register" and  "Debenture  Registrar"  have the  respective
meanings specified in Section 3.05.

         "Event of Default" has the meaning specified in Article Seven.

         "Independent" when used with respect to any specified Person means such
a Person who (1) is in fact independent,  (2) does not have any direct financial
interest or any material  indirect  financial  interest in the Company or in any
other obligor upon the  Debentures or in any Affiliate of the Company or of such
other  obligor,  and (3) is not connected with the Company or such other obligor
or any  Affiliate  of the  Company  or of such  other  obligor,  as an  officer,
employee, promoter, underwriter, trustee, partner, director or Person performing
similar functions.  Whenever it is herein provided that any Independent Person's
opinion or certificate  shall be furnished to the Trustee,  such Person shall be
appointed  by a Company  Order and  approved by the  Trustee in the  exercise of
reasonable care, and such opinion or certificate shall state that the signer has
read this  definition  and that the signer is  Independent  within  the  meaning
hereof.

     "Interest  Payment  Date"  means the Stated  Maturity of an  instalment  of
interest on the Debentures.

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

         "Officers'  Certificate"  means a certificate signed by the Chairman of
the Board, the President or a Vice President, and by the Treasurer, an Assistant
Treasurer,  the  Controller,  an  Assistant  Controller,  the  Secretary  or  an
Assistant Secretary of the Company, and delivered to the Trustee.  Wherever this
Indenture  requires that an Officers'  Certificate be signed also by an engineer
or an  accountant  or other expert,  such  engineer,  accountant or other expert
(except as otherwise  expressly provided in this Indenture) may be in the employ
of the Company, and shall be acceptable to the Trustee.

         "Opinion  of  Counsel"  means a written  opinion  of  counsel,  who may
(except as otherwise  expressly  provided in this  Indenture) be counsel for the
Company, and shall be acceptable to the Trustee.

         "Outstanding"  when used with respect to  Debentures  means,  as of the
date of determination,  all Debentures  theretofore  authenticated and delivered
under this Indenture, except:

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

                  (ii)  Debentures,  or portions  thereof,  for whose payment or
         redemption money in the necessary amount has been theretofore deposited
         with the  Trustee or any Paying  Agent in trust for the Holders of such
         Debentures,  provided  that,  if such  Debentures  are to be  redeemed,
         notice  of  such  redemption  has  been  duly  given  pursuant  to this
         Indenture or provision  therefor  satisfactory  to the Trustee has been
         made; and

                  (iii)  Debentures  in  exchange  for or in lieu of which other
         Debentures  have been  authenticated  and  delivered  pursuant  to this
         Indenture  unless proof  satisfactory  to the Trustee is presented that
         any such  Debentures are held by Persons in whose hands such Debentures
         are valid, binding and legal obligations;

provided,  however,  that Holders of Debentures which cease to be Outstanding by
reason  of  a  call  for  redemption   prior  to  their  Stated  Maturity  shall
nevertheless  be entitled  to convert the same or any portion  thereof up to and
including  the close of  business  on the  Redemption  Date in  accordance  with
Article  XIV hereof;  and  provided  further,  that in  determining  whether the
Holders of the requisite  principal amount of Debentures  Outstanding have given
any  request,  demand,  authorization,  direction,  notice,  consent  or  waiver
hereunder,  Debentures  owned  by the  Company  or any  other  obligor  upon the
Debentures  or any  Affiliate  of the  Company  or such other  obligor  shall be
disregarded  and deemed  not to be  Outstanding,  except  that,  in  determining
whether the Trustee shall be protected in relying upon any such request, demand,
authorization,  direction,  notice, consent or waiver, only Debentures which the
Trustee knows to be so owned shall be so disregarded.  Debentures so owned which
have been  pledged in good faith may be regarded as  Outstanding  if the pledgee
establishes  to the  satisfaction  of the Trustee the pledgee's  right so to act
with respect to such  Debentures  and that the pledgee is not the Company or any
other obligor upon the  Debentures or any Affiliate of the Company or such other
obligor.

         "Paying  Agent" means any Person  authorized  by the Company to pay the
principal of (and  premium,  if any) or interest on any  Debentures on behalf of
the Company.

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

         "Place of Payment" means any city or any political  subdivision thereof
designated as such in ss. 3-1.

         "Predecessor  Debentures"  of  any  particular  Debenture  means  every
previous  Debenture  evidencing  all or a  portion  of the  same  debt  as  that
evidenced by such particular Debenture, and for the purposes of this definition,
any Debenture  authenticated and delivered under Section 3.06 in lieu of a lost,
destroyed or stolen  Debenture  shall be deemed to evidence the same debt as the
lost, destroyed or stolen Debenture.

         "Principal  Corporate Trust Office" means the Principal Corporate Trust
Office of the  Trustee,  which at the date of this  Indenture is at the location
set forth in the first paragraph of this Indenture,  or the principal  corporate
trust office of any successor Trustee hereunder.

         "Redemption  Date"  when  used  with  respect  to any  Debenture  to be
redeemed means the date fixed for such redemption pursuant to this Indenture.

         "Redemption  Price"  when  used with  respect  to any  Debenture  to be
redeemed  means  the  price  at  which  it is to be  redeemed  pursuant  to this
Indenture.

         "Regular Record Date" for the interest  payable on any Interest Payment
Date means the date specified in ss. 3-1.

         "Responsible  Officer"  when used with respect to the Trustee means the
chairman  or  vice-chairman   of  the  board  of  directors,   the  chairman  or
vice-chairman  of  the  executive  committee  of the  board  of  directors,  the
president,  any  vice-president,  the secretary,  any assistant  secretary,  the
treasurer,  any assistant  treasurer,  the cashier,  any assistant cashier,  any
senior  trust  officer,  any trust  officer  or  assistant  trust  officer,  the
controller  and any  assistant  controller  or any other  officer of the Trustee
customarily  performing functions similar to those performed by any of the above
designated officers and also means, with respect to a particular corporate trust
matter,  any other  officer  to whom  such  matter is  referred  because  of his
knowledge of and familiarity with the particular subject.

         "Special  Record  Date" for the payment of any  Defaulted  Interest (as
defined in Section 3.07) means the date fixed by the Trustee pursuant to Section
3.07.

         "Stated  Maturity"  when  used with  respect  to any  Debenture  or any
instalment of interest thereon means the date specified in such Debenture as the
fixed  date on which the  principal  of such  Debenture  or such  instalment  of
interest is due and payable.

         "Trustee"  means  the  Person  named  as the  "Trustee"  in  the  first
paragraph of this  instrument  until a successor  Trustee shall have become such
pursuant  to  the  applicable  provisions  of  this  Indenture,  and  thereafter
"Trustee" shall mean such successor Trustee.

         "Trust  Indenture Act" or "TIA" means the Trust  Indenture Act of 1939,
as amended, as in force at the date as of which this instrument was executed.

         "Vice  President"  when used with respect to the Company or the Trustee
means any vice  president,  whether or not  designated  by a number or a word or
words added before or after the title "vice president".

SECTION 1.02.  Compliance Certificates and Opinions.

         Upon any  application  or request by the Company to the Trustee to take
any action under any provision 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,  if any, have been complied with, except
that in the case of any such  application  or request as to which the furnishing
of such  documents is  specifically  required by any provision of this Indenture
relating to such particular application or request, no additional certificate or
opinion need be furnished.

         Every  certificate  or  opinion  with  respect  to  compliance  with  a
condition or covenant provided for in this Indenture shall include

                  (1) a statement that each individual  signing such certificate
         or opinion has read such  covenant  or  condition  and the  definitions
         herein relating thereto;

                  (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 each such  individual,
         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,  in the opinion of each such
         individual, such condition or covenant has been complied with.

SECTION 1.03.  Form of Documents Delivered to Trustee.

         In any case where  several  matters are required to be certified by, or
covered by an opinion of, any specified  Person,  it is not  necessary  that all
such  matters  be  certified  by, or covered by the  opinion  of,  only one such
Person,  or that they be so certified or covered by only one  document,  but one
such Person may certify or give an opinion  with respect to some matters and one
or more other such Persons as to other matters,  and any such Person may certify
or give an opinion as to such matters in one or several documents.

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

         Where any  Person is  required  to make,  give or  execute  two or more
applications,  requests, consents,  certificates,  statements, opinions or other
instruments  under this Indenture,  they may, but need not, be consolidated  and
form one instrument.

SECTION 1.04.  Acts of Debentureholders.

         (a) Any request,  demand,  authorization,  direction,  notice, consent,
waiver  or  other  action  provided  by this  Indenture  to be given or taken by
Debentureholders  may be embodied in and evidenced by one or more instruments of
substantially  similar  tenor  signed by such  Debentureholders  in person or by
agent duly  appointed  in writing;  and,  except as herein  otherwise  expressly
provided, such action shall become effective when such instrument or instruments
are delivered to the Trustee, and, where it is hereby expressly required, to the
Company.  Such instrument or instruments  (and the action  embodied  therein and
evidenced  thereby)  are  herein  sometimes  referred  to as  the  "Act"  of the
Debentureholders  signing such instrument or instruments.  Proof of execution of
any  such  instrument  or of a  writing  appointing  any  such  agent  shall  be
sufficient  for any purpose of this  Indenture  and  (subject  to Section  8.01)
conclusive  in favor  of the  Trustee  and the  Company,  if made in the  manner
provided in this Section.

         (b) The  fact  and  date of the  execution  by any  Person  of any such
instrument  or  writing  may be proved  by the  affidavit  of a witness  of such
execution or by the certificate of any notary public or other officer authorized
by law to take acknowledgments of deeds,  certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof. Where such
execution is by an officer of a  corporation  or a member of a  partnership,  on
behalf of such  corporation or partnership,  such certificate or affidavit shall
also  constitute  sufficient  proof of his  authority.  The fact and date of the
execution  of any such  instrument  or writing,  or the  authority of the Person
executing  the same,  may also be proved in any other  manner  which the Trustee
deems sufficient.

         (c) The  ownership  of  Debentures  shall be  proved  by the  Debenture
Register.

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

SECTION 1.05.  Notices, etc., to Trustee and Company.

         Any request, demand, authorization,  direction, notice, consent, waiver
or Act of  Debentureholders  or other  document  provided or  permitted  by this
Indenture to be made upon, given or furnished to, or filed with

                  (1) the Trustee by any Debentureholder or by the Company shall
         be sufficient for every purpose hereunder if made, given,  furnished or
         filed in writing  to or with the  Trustee  at its  Principal  Corporate
         Trust Office, or

                  (2) the Company by the Trustee or by any Debentureholder shall
         be  sufficient  for every  purpose  hereunder  (except as  provided  in
         Section  7.01(4))  if  in  writing  and  mailed,  first-class,  postage
         prepaid, to the Company addressed to it at the address of its principal
         executive offices specified in the first paragraph of this Indenture or
         at any other address previously  furnished in writing to the Trustee by
         the Company.

SECTION 1.06.  Notices to Debentureholders; Waiver.

         Where this  Indenture  provides for notice to  Debentureholders  of any
event,  such  notice  shall  be  sufficiently  given  (unless  otherwise  herein
expressly provided) if in writing and mailed,  first-class,  postage prepaid, to
each Debentureholder affected by such event, at his address as it appears on the
Debenture  Register,  not later than the latest  date,  and not earlier than the
earliest  date,  prescribed  for the  giving of such  notice.  In any case where
notice to  Debentureholders  is given by mail,  neither the failure to mail such
notice,   nor  any  defect  in  any  notice  so   mailed,   to  any   particular
Debentureholder  shall affect the  sufficiency  of such notice,  with respect to
other Debentureholders.  Where this Indenture provides for notice in any manner,
such  notice may be waived in writing by the  Person  entitled  to receive  such
notice,  either  before  or  after  the  event,  and  such  waiver  shall be the
equivalent of such notice.  Waivers of notice by Debentureholders shall be filed
with the  Trustee,  but such filing  shall not be a condition  precedent  to the
validity of any action taken in reliance upon such waiver.

         In case, by reason of the  suspension of or  irregularities  in regular
mail service or the suspension of publication of any Authorized Newspaper, or by
reason of any other cause, it shall be  impracticable  to either mail notices or
make  publication  of  any  notice  in an  Authorized  Newspaper  or  Authorized
Newspapers  as required by this  Indenture,  then any manner of giving notice as
shall be made with the  approval of the Trustee  shall  constitute  a sufficient
giving or publication of such notice.

SECTION 1.07.  Conflict with Trust Indenture Act.

         If any provision  hereof  limits,  qualifies or conflicts  with another
provision  which is  required to be  included  in this  Indenture  by any of the
provisions of TIA, such required provision shall control.

SECTION 1.08.  Effect of Headings and Table of Contents.

         The Article and Section  headings  herein and the Table of Contents are
for convenience only and shall not affect the construction hereof.

SECTION 1.09.  Successors and Assigns.

         All  covenants and  agreements  in this  Indenture by the Company shall
bind its successors and assigns, whether so expressed or not.

SECTION 1.10.  Separability Clause.

         In case any provision in this Indenture or in the  Debentures  shall be
invalid, illegal or unenforceable,  the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.

SECTION 1.11.  Benefits of Indenture.

         Nothing in this  Indenture  or in the  Debentures,  express or implied,
shall give to any  Person,  other than the parties  hereto and their  successors
hereunder, the holders of Senior Indebtedness, to the extent provided in Article
XIII,  and the  Debentureholders,  any benefit or any legal or equitable  right,
remedy or claim under this Indenture.

SECTION 1.12.  Legal Holidays.

         In any case where the date of any Interest Payment Date or a Redemption
Date,  or the  Stated  Maturity  of any  Debenture,  or the last date on which a
Holder  has the right to convert  his  Debenture  (or the right to  convert  his
Debenture at a particular conversion price or rate) shall not be a Business Day,
then  (notwithstanding  any other provision of the Debentures or this Indenture)
payment of the principal of (and premium,  if any) or interest on, or conversion
of, any  Debentures  need not be made on such date,  but may be made on the next
succeeding Business Day with the same force and effect as if made on the nominal
date of any such Interest Payment Date or Redemption Date or Stated Maturity, or
on such last date for  conversion,  and no interest  shall accrue for the period
from and after such nominal date.



                                   ARTICLE TWO

                                 DEBENTURE FORMS

SECTION 2.01.  Forms Generally.

         The Debentures and the certificates of authentication  thereon shall be
in  substantially  the forms set forth in this  Article,  with such  appropriate
insertions,  omissions,  substitutions  and other  variations as are required or
permitted by this Indenture,  and may have such letters,  numbers or other marks
of  identification  and such legends or endorsements  placed thereon,  as may be
required  to  comply  with the  rules  of any  securities  exchange,  or as may,
consistently  herewith, be determined by the officers executing such Debentures,
as evidenced by their  execution of the  Debentures.  Any portion of the text of
any  Debenture  may be set forth on the  reverse  thereof,  with an  appropriate
reference thereto on the face of the Debenture.

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

SECTION 2.02.  Form of Debenture.

         The form of Debenture appears in ss. 2-2.



                                  ARTICLE THREE

                                 THE DEBENTURES

SECTION 3.01.  Title and Terms.

         Provisions in this regard appear in ss. 3-1.

SECTION 3.02.  Denominations.

         Provisions in this regard appear in ss. 3-2.

SECTION 3.03.  Execution, Authentication and Delivery.

         The  Debentures  shall be  executed  on  behalf of the  Company  by its
Chairman of the Board,  its  President or one of its Vice  Presidents  under its
corporate  seal  reproduced  thereon and attested by its Secretary or one of its
Assistant Secretaries.  The signature of any of these officers on the Debentures
may be manual or facsimile.

         Debentures  bearing the manual or facsimile  signatures of  individuals
who were at any time the proper  officers of the Company shall bind the Company,
notwithstanding  that such  individuals  or any of them have ceased to hold such
offices prior to the  authentication  and delivery of such Debentures or did not
hold such offices at the date of such Debentures.

         At any time and from time to time after the  execution  and delivery of
this Indenture,  the Company may deliver  Debentures  executed by the Company to
the Trustee for  authentication;  and the Trustee shall authenticate and deliver
such Debentures as in this Indenture provided and not otherwise.

         No Debenture  shall be entitled to any benefit under this  Indenture or
be valid or obligatory for any purpose, unless there appears on such Debenture a
certificate  of  authentication  substantially  in the form  provided for herein
executed  by the  Trustee by manual  signature,  and such  certificate  upon any
Debenture  shall be  conclusive  evidence,  and the  only  evidence,  that  such
Debenture has been duly authenticated and delivered hereunder.

SECTION 3.04.  Temporary Debentures.

         Pending  the  preparation  of  definitive  Debentures,  the Company may
execute,  and upon Company  Order the Trustee  shall  authenticate  and deliver,
temporary Debentures which are printed, lithographed,  typewritten, mimeographed
or otherwise produced,  in any 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 the office
or agency of the Company in the Place of Payment  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 3.05.  Registration, Registration of Transfer and Exchange.

         The Company  shall cause to be kept at the  Principal  Corporate  Trust
Office of the Trustee a register (herein sometimes referred to as the "Debenture
Register") in which, subject to such reasonable regulations as it may prescribe,
the  Company  shall  provide  for  the   registration   of  Debentures  and  the
registration  of  transfers  of  Debentures.  The  Trustee  is hereby  appointed
"Debenture Registrar" for the purpose of registering Debentures and transfers of
Debentures as herein provided.

         Upon  surrender  for  registration  of transfer of any Debenture at the
office or agency in a Place of  Payment,  the  Company  shall  execute,  and the
Trustee shall authenticate and deliver, in the name of the designated transferee
or transferees, one or more new Debentures of any authorized denominations, of a
like aggregate principal amount.

         At the option of the  Holder,  Debentures  may be  exchanged  for other
Debentures  of  any  authorized  denominations,  of a like  aggregate  principal
amount,  upon  surrender  of the  Debentures  to be  exchanged at such office or
agency.  Whenever any Debentures are so  surrendered  for exchange,  the Company
shall execute,  and the Trustee shall  authenticate and deliver,  the Debentures
which the Debentureholder making the exchange is entitled to receive.

         All Debentures  issued upon any registration of transfer or exchange of
Debentures  shall be the valid  obligations of the Company,  evidencing the same
debt, and entitled to the same benefits under this Indenture,  as the Debentures
surrendered upon such registration of transfer or exchange.

         Every Debenture  presented or surrendered for  registration of transfer
or exchange or  conversion  shall (if so required by the Company or the Trustee)
be duly endorsed,  or be accompanied by a written instrument of transfer in form
satisfactory  to the Company and the Debenture  Registrar duly executed,  by the
Holder thereof or his attorney duly authorized in writing.

         No service  charge  shall be made for any  registration  of transfer or
exchange of Debentures,  but the Company may require payment of a sum sufficient
to cover any tax or other governmental  charge that may be imposed in connection
with any  registration  of  transfer  or  exchange  of  Debentures,  other  than
exchanges pursuant to Section 3.04 or 9.06 not involving any transfer.

         The Company  shall not be required (i) to issue,  register the transfer
of or  exchange  any  Debentures  during a period  beginning  at the  opening of
business  15 days  before  the day of the  mailing  of notice of  redemption  of
Debentures selected for redemption under Section 4.04 and ending at the close of
business  on the day of such  mailing,  or (ii) to register  the  transfer of or
exchange  of any  Debenture  so  selected  for  redemption  in whole or in part;
provided, that nothing herein contained shall be deemed to restrict the right to
convert any Debenture or portion thereof, at any time in accordance with Article
XIV.

SECTION 3.06.  Mutilated, Destroyed, Lost and Stolen Debentures.

         If (i) any mutilated Debenture is surrendered to the Trustee, or if the
Company  and  the  Trustee  receive  evidence  to  their   satisfaction  of  the
destruction,  loss or theft of any Debenture, and (ii) there is delivered to the
Company and the Trustee such security or indemnity as may be required by them to
save each of them harmless, then, in the absence of notice to the Company or the
Trustee that such  Debenture  has been  acquired by a bona fide  purchaser,  the
Company shall execute and upon its request the Trustee  shall  authenticate  and
deliver,  in exchange for or in lieu of any such mutilated,  destroyed,  lost or
stolen Debenture,  a new Debenture of like tenor and principal amount, bearing a
number not contemporaneously outstanding.

         In case any such  mutilated,  destroyed,  lost or stolen  Debenture has
become or is about to become due and payable, the Company in its discretion may,
instead of issuing a new Debenture, pay such Debenture.

         Upon the issuance of any new Debenture under this Section,  the Company
may  require  the  payment  of a sum  sufficient  to  cover  any  tax  or  other
governmental  charge  that may be  imposed  in  relation  thereto  and any other
expenses (including the fees and expenses of the Trustee) connected therewith.

         Every new  Debenture  issued  pursuant  to this  Section in lieu of any
destroyed,  lost or stolen  Debenture  shall  constitute an original  additional
contractual  obligation of the Company,  whether or not the  destroyed,  lost or
stolen  Debenture  shall be at any time  enforceable  by  anyone,  and  shall be
entitled to all the benefits of this Indenture equally and proportionately  with
any and all other Debentures duly issued hereunder.

         The provisions of this Section are exclusive and shall preclude (to the
extent lawful) all other rights and remedies with respect to the  replacement or
payment of mutilated, destroyed, lost or stolen Debentures.

SECTION 3.07.  Payment of Interest.

         Interest on any Debenture  which is payable,  and is punctually paid or
duly provided  for, on any Interest  Payment Date shall be paid to the Person in
whose name that Debenture (or one or more Predecessor  Debentures) is registered
on the Regular Record Date for such interest specified in Section 3.01.

         Any interest on any Debenture  which is payable,  but is not punctually
paid  or  duly  provided  for,  on any  Interest  Payment  Date  (herein  called
"Defaulted  Interest")  shall  forthwith  cease to be payable to the  Registered
Holder on the relevant Regular Record Date by virtue of having been such Holder;
and such Defaulted Interest may be paid by the Company,  at its election in each
case, as provided in Clause (1) or Clause (2) below:

                  (1) The  Company  may elect to make  payment of any  Defaulted
         Interest  to the  Persons  in whose  names  the  Debentures  (or  their
         respective  Predecessor  Debentures)  are  registered  at the  close of
         business on a Special  Record  Date for the  payment of such  Defaulted
         Interest,  which shall be fixed in the  following  manner.  The Company
         shall notify the Trustee in writing of the amount of Defaulted Interest
         proposed  to be paid on each  Debenture  and the  date of the  proposed
         payment,  and at the  same  time the  Company  shall  deposit  with the
         Trustee an amount of money equal to the aggregate amount proposed to be
         paid in respect of such Defaulted  Interest or shall make  arrangements
         satisfactory  to the Trustee for such deposit  prior to the date of the
         proposed payment, such money when deposited to be held in trust for the
         benefit of the Persons  entitled to such Defaulted  Interest as in this
         Clause provided.  Thereupon the Trustee shall fix a Special Record Date
         for the payment of such Defaulted Interest which shall be not more than
         15 nor less than 10 days prior to the date of the proposed  payment and
         not less than 10 days after the receipt by the Trustee of the notice of
         the proposed payment.  The Trustee shall promptly notify the Company of
         such  Special  Record  Date and,  in the name and at the expense of the
         Company,  shall cause notice of the proposed  payment of such Defaulted
         Interest   and  the  Special   Record  Date   therefor  to  be  mailed,
         first-class, postage prepaid, to each Debentureholder at his address as
         it appears in the  Debenture  Register,  not less than 10 days prior to
         such Special  Record Date. The Trustee may, in its  discretion,  in the
         name and at the expense of the  Company,  cause a similar  notice to be
         published  at least once in an  Authorized  Newspaper  in each Place of
         Payment, but such publication shall not be a condition precedent to the
         establishment  of such  Special  Record  Date.  Notice of the  proposed
         payment of such Defaulted Interest and the Special Record Date therefor
         having been mailed as aforesaid,  such Defaulted Interest shall be paid
         to the  Persons  in whose  names the  Debentures  (or their  respective
         Predecessor Debentures) are registered at the close of business on such
         Special  Record  Date  (irrespective  of  whether  such  Debentures  or
         portions  thereof are converted  into Common Stock of the Company after
         such Special  Record  Date) and shall no longer be payable  pursuant to
         the following Clause (2).

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

         Subject to the foregoing  provisions of this  Section,  each  Debenture
delivered  under this Indenture upon  registration of transfer of or in exchange
for or in lieu of any other Debenture shall carry the rights to interest accrued
and unpaid, and to accrue, which were carried by such other Debenture.

SECTION 3.08.  Persons Deemed Owners.

         Prior to due presentment for registration of transfer of any Debenture,
the  Company,  the Trustee and any agent of the Company or the Trustee may treat
the person in whose name any  registered as the owner of such  Debenture for the
purpose of receiving payment of principal of (and premium, if any), and (subject
to Section 3.07) interest on, such Debenture,  for the purpose of conversion and
for all other purposes whatsoever, whether or not such Debenture be 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 3.09.  Cancellation.

         All  Debentures  surrendered  for  payment,  registration  of transfer,
exchange,  redemption or conversion  shall,  if  surrendered to any Person other
than the Trustee, be delivered to the Trustee and shall be promptly cancelled by
it. The Company may at any time  deliver to the  Trustee  for  cancellation  any
Debentures  previously  authenticated and delivered  hereunder which the Company
may have  acquired in any manner  whatsoever,  and all  Debentures  so delivered
shall be promptly cancelled by the Trustee. No Debentures shall be authenticated
in lieu of or in  exchange  for any  Debentures  cancelled  as  provided in this
Section,  except  as  expressly  permitted  by  this  Indenture.  All  cancelled
Debentures  held by the  Trustee  shall be  disposed of as directed by a Company
Order.

                                  ARTICLE FOUR

                            REDEMPTION OF DEBENTURES

SECTION 4.01.  Right of Redemption.

Provisions in this regard appear in ss. 4-1.

SECTION 4.02.  Applicability of Article.

         Redemption of Debentures  required by any provision of this  Indenture,
shall be made in accordance with such provision and this Article.

SECTION 4.03.  Intentionally Omitted

SECTION 4.04. Selection by Trustee of Debentures to be Redeemed.

         If less than all the  Debentures  are to be  redeemed,  the  particular
Debentures  to be redeemed  shall be selected not more than 60 days prior to the
Redemption Date by the Trustee,  from the Outstanding  Debentures not previously
called  for  redemption,  by such  method  as the  Trustee  shall  deem fair and
appropriate  and which may provide for the selection for  redemption of portions
of the  principal  of  Debentures  of a  denomination  larger than  $1,000.  The
portions of the principal of Debentures so selected for partial redemption shall
be equal to $1,000 or the smallest  authorized  denomination  of the Debentures,
whichever is greater, or an integral multiple thereof. If any Debenture selected
for  partial  redemption  is  converted  in part before the  termination  of the
conversion  right with respect to the portion of the Debenture so selected,  the
converted portion of such Debenture shall be deemed (so far as may be) to be the
portion selected for redemption.

         The  Trustee  shall  promptly  notify  the  Company  in  writing of the
Debentures  selected for redemption  and, in the case of any Debenture  selected
for partial redemption, the principal amount thereof to be redeemed.

         For all  purposes  of this  Indenture,  unless  the  context  otherwise
requires,  all provisions relating to the redemption of Debentures shall relate,
in the case of any  Debenture  redeemed or to be redeemed  only in part,  to the
portion of the principal of such Debenture which has been or is to be redeemed.

         Upon any  redemption of less than all the  Debentures,  the Company and
the Trustee  may treat as  Outstanding  Debentures  surrendered  for  conversion
during  the  period  of 15 days  next  preceding  the  mailing  of a  notice  of
redemption,  and need not treat as Outstanding any Debenture  authenticated  and
delivered  during  such period in exchange  for the  unconverted  portion of any
Debenture converted in part during such period.

SECTION 4.05.  Notice of Redemption.

         Notice  of  redemption  shall  be given by  first-class  mail,  postage
prepaid,  mailed not less than 30 nor more than 60 days prior to the  Redemption
Date, to each Holder of Debentures to be redeemed,  at his address  appearing in
the Debenture Register.

         All notices of redemption shall state:

                  (1)      the Redemption Date,

                  (2)      the Redemption Price,

                  (3)  if  less  than  all  Outstanding  Debentures  are  to  be
         redeemed,  the identification  (and, in the case of partial redemption,
         the respective principal amounts) of the Debentures to be redeemed from
         the Holder to whom the notice is given,

                  (4) that on the  Redemption  Date the  Redemption  Price  will
         become due and  payable  upon each such  Debenture,  and that  interest
         thereon shall cease to accrue on said date,

                  (5) the place where such  Debentures are to be surrendered for
         payment of the Redemption Price, which shall be the office or agency of
         the Company in each Place of Payment,

                  (6) that such Debentures are to be redeemed through  operation
of the Sinking Fund,

                  (7) the current conversion price of the Debentures,  the place
         or places where such Debentures may be surrendered for conversion,  and
         shall specify the time at which the right to convert the  Debentures or
         portions  thereof to be redeemed will terminate in accordance with this
         Indenture, and

                  (8) the  period  during  which  an  amount  equivalent  to the
         semiannual  interest  is  payable  by the  Holder to the  Company  upon
         conversion of any  Debenture  called for  redemption  and the amount so
         payable with respect to each $1,000 principal amount of Debentures.

         Notice of  redemption  of  Debentures to be redeemed at the election of
the Company shall be given by the Company or, at the Company's  request,  by the
Trustee in the name and at the expense of the Company.



<PAGE>


SECTION 4.06.  Deposit of Redemption Price.

         On or prior to any Redemption  Date, the Company shall deposit with the
Trustee or with a Paying  Agent (or,  if the Company is acting as its own Paying
Agent,  segregate  and hold in trust as provided  in Section  5.03) an amount of
money  sufficient to pay the Redemption Price of all the Debentures which are to
be redeemed on that date.  If any Debenture  called for  redemption is converted
pursuant to Article  XIV,  any money so  deposited  with the Trustee or a Paying
Agent for the  redemption  of such  Debenture  shall be paid to the Company upon
Company  Request,  or if then so  segregated  and held in trust by the  Company,
shall be discharged from such trust.

SECTION 4.07.  Debentures Payable on Redemption Date

         Notice of redemption having been given as aforesaid,  the Debentures so
to be redeemed  shall,  on the  Redemption  Date,  become due and payable at the
Redemption  Price  therein  specified and on such date (unless the Company shall
default in the payment of the Redemption  Price) such Debentures  shall cease to
bear interest.  Upon  surrender of such  Debentures for redemption in accordance
with said notice, such Debentures shall be paid by the Company at the Redemption
Price.  Installments  of interest  whose  Stated  Maturity is on or prior to the
Redemption Date shall be payable to the Holders of such Debentures registered as
such on the relevant record dates according to their terms and the provisions of
Section 3.07.

         If any  Debenture  called  for  redemption  shall  not be so paid  upon
surrender  thereof for  redemption,  the principal (and premium,  if any) shall,
until paid,  bear  interest  from the  Redemption  Date at the rate borne by the
Debenture.

SECTION 4.08.  Debentures Redeemed in Part.

      Any Debenture which is to be redeemed only in part shall be surrendered at
the office or agency of the Company in a Place of Payment (with,  if the Company
or the Trustee so  requires,  due  endorsement  by, or a written  instrument  of
transfer in form  satisfactory  to the Company and the Trustee duly executed by,
the Holder  thereof or his attorney duly  authorized in writing) and the Company
shall  execute and the Trustee shall  authenticate  and deliver to the Holder of
such Debenture  without  service charge,  a new Debenture or Debentures,  of any
authorized  denomination  as  requested  by such Holder in  aggregate  principal
amount equal to and in exchange for the  unredeemed  portion of the principal of
the Debentures so surrendered.



                                  ARTICLE FIVE

                                    COVENANTS

SECTION 5.01.  Payment of Principal, Premium and Interest.

         The Company will duly and punctually pay the principal of (and premium,
if any) and  interest  on the  Debentures  in  accordance  with the terms of the
Debentures and this Indenture.

SECTION 5.02.  Maintenance of Office or Agency.

         The Company will maintain one or more offices or agencies in each Place
of Payment where  Debentures may be presented or surrendered for payment,  where
Debentures may be surrendered  for  registration  of transfer or exchange or for
conversion  and where  notices  and demands to or upon the Company in respect of
the Debentures  and this  Indenture may be served.  The Company will give prompt
written  notice  to the  Trustee  of the  location,  and  of any  change  in the
location, of any such office or agency. If at any time the Company shall fail to
maintain any such office or agency or shall fail to furnish the Trustee with the
address thereof, such presentations, surrenders, notices and demands may be made
or served at the  Principal  Corporate  Trust  Office  of the  Trustee,  and the
Company hereby appoints the Trustee its agent to receive all such presentations,
surrenders, notices and demands.

SECTION 5.03.  Money for Debenture Payments to Be Held in Trust.

         If the Company shall at any time 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 any of the  Debentures,  segregate  and hold in trust for the  benefit of the
Persons entitled thereto a sum sufficient to pay the principal (and premium,  if
any) or interest so becoming  due until such sums shall be paid to such  Persons
or  otherwise  disposed  of as herein  provided,  and will  promptly  notify the
Trustee of its action or failure so to act.

         Whenever the Company shall have one or more Paying Agents,  it will, on
or prior to each due date of the principal of (and premium,  if any) or interest
on any  Debentures,  deposit  with (or make  available  to) a Paying Agent a sum
sufficient  to pay the principal  (and premium,  if any) or interest so becoming
due,  such sum to be held in trust for the  benefit of the  Persons  entitled to
such  principal,  premium or  interest,  and (unless  such  Paying  Agent is the
Trustee) the Company will  promptly  notify the Trustee of its action or failure
so to act.

         The  Company  will cause each  Paying  Agent  other than the Trustee to
execute  and  deliver to the Trustee an  instrument  in which such Paying  Agent
shall agree with the Trustee,  subject to the  provisions of this Section,  that
such Paying Agent will

                  (1) hold all sums held by it for the payment of  principal  of
         (and  premium,  if any) or  interest  on  Debentures  in trust  for the
         benefit of the Persons  entitled  thereto until such sums shall be paid
         to such Persons or otherwise disposed of as herein provided;

                  (2) give the Trustee  notice of any default by the Company (or
         any other obligor upon the  Debentures) in the making of any payment of
         principal (and premium, if any) or interest; and

                  (3) at any time during the  continuance  of any such  default,
         upon the written  request of the Trustee,  forthwith pay to the Trustee
         all sums so held in trust by such Paying Agent.

         The  Company  may at  any  time,  for  the  purpose  of  obtaining  the
satisfaction  and discharge of this Indenture or for any other purpose,  pay, or
by Company Order direct any Paying Agent to pay, to the Trustee all sums held in
trust by the Company or such Paying  Agent,  such sums to be held by the Trustee
upon the same  trusts as those upon which such sums were held by the  Company or
such Paying  Agent;  and,  upon such payment by any Paying Agent to the Trustee,
such paying Agent shall be released from all further  liability  with respect to
such money.

         Any money  deposited with the Trustee or any Paying Agent, or then held
by the Company,  in trust for the payment of the principal of (and  premium,  if
any) or interest on any Debenture and remaining  unclaimed for three years after
such  principal  (and  premium,  if any) or interest  has become due and payable
shall  be paid to the  Company  on  Company  Request,  or (if  then  held by the
Company) shall be discharged  from such trust;  and the Holder of such Debenture
shall thereafter, as an unsecured general creditor, look only to the Company for
payment  thereof,  and all  liability  of the Trustee or such Paying  Agent with
respect  to such  trust  money,  and all  liability  of the  Company  as trustee
thereof,  shall thereupon  cease;  provided,  however,  that the Trustee or such
Paying  Agent,  before  being  required to make any such  repayment,  may at the
expense of the Company cause to be published once, in an Authorized Newspaper in
each Place of Payment,  notice that such money remains unclaimed and that, after
a date specified therein,  which shall be not less than 30 days from the date of
such  publication,  any unclaimed  balance of such money then  remaining will be
repaid to the Company.

SECTION 5.04.  Statement as to Compliance.

      The Company will deliver to the Trustee,  within 120 days after the end of
each fiscal year, a written  statement  signed by the Chairman of the Board, the
President or a Vice President and by the Treasurer, an Assistant Treasurer,  the
Controller or an Assistant Controller of the Company, stating, as to each signer
thereof, that

                  (1) a review of the activities of the Company during such year
         and of  performance  under  this  Indenture  has been  made  under  his
         supervision, and

                  (2) to the best of his  knowledge,  based on such review,  the
         Company  has  fulfilled  all  its  obligations   under  this  Indenture
         throughout  such  year,  or,  if  there  has  been  a  default  in  the
         fulfillment of any such obligation,  specifying each such default known
         to the signer and the nature and status thereof.

SECTION 5.05.  Corporate Existence.

         Subject to Article  Ten,  the  Company  will do or cause to be done all
things  necessary  to preserve  and keep in full force and effect its  corporate
existence,  rights  (charter and statutory) and franchises;  provided,  however,
that the Company shall not be required to preserve any right or franchise if the
Company shall determine that the preservation  thereof is no longer desirable in
the conduct of the  business  of the  Company  and that the loss  thereof is not
disadvantageous in any material respect to the Debentureholders.

SECTION 5.06.  Payment of Taxes and Other Claims.

         The Company will pay or  discharge  or cause to be paid or  discharged,
before  the  same  shall  become  delinquent,  (1) all  taxes,  assessments  and
governmental charges levied or imposed upon its income, profits or property, and
(2) all lawful claims for labor,  materials and supplies which, if unpaid, might
by law become a lien upon its  property;  provided,  however,  that the  Company
shall not be required to pay or discharge or cause to be paid or discharged  any
such tax, assessment, charge or claim whose amount, applicability or validity is
being contested in good faith by appropriate proceedings.

SECTION 5.07.  Maintenance of Properties.

         The Company will cause all its properties used or useful in the conduct
of its business to be maintained and kept in good condition,  repair and working
order and supplied  with all  necessary  equipment and will cause to be made all
necessary repairs, renewals, replacements, betterments and improvements thereof,
all as in the  judgment  of the Company may be  necessary  so that the  business
carried on in connection therewith may be properly and advantageously  conducted
at all times; provided,  however, that nothing in this Section shall prevent the
Company  from  discontinuing  the  operation  and  maintenance  of  any  of  its
properties if such  discontinuance is, or if the discontinuance is a part of, or
a step  contemplated  by, a transaction  which is or was, in the judgment of the
Company, desirable in the conduct of its business and not disadvantageous in any
material respect to the Debentureholders.



                                   ARTICLE SIX

                 DEBENTUREHOLDERS' LISTS AND REPORTS BY TRUSTEE
                                   AND COMPANY

SECTION 6.01. Company to Furnish Trustee Names and Addresses of Debentureholders

         The Company  will  furnish or cause to be  furnished to the Trustee (a)
semiannually,  not more than 15 days after each Regular  Record Date, a list, in
such form as the Trustee may reasonably  require,  of the names and addresses of
the Holders of Debentures as of such Regular  Record Date, and (b) at such other
times as the Trustee may request in writing, within 30 days after receipt by the
Company of any such request, a list of similar form and content as of a date not
more than 15 days prior to the time such list is furnished;  provided,  however,
that if and for so long as the Trustee is the Debenture Registrar,  no such list
shall be required to be furnished.

SECTION 6.02.  Preservation of Information; Communications to Debentureholders.

         (a) The Trustee shall  preserve,  in as current a form as is reasonably
practicable,  the names and addresses of Holders of Debentures  contained in the
most recent list  furnished  to the Trustee as provided in Section  6.01 and, if
applicable,  the names and  addresses of Holders of  Debentures  received by the
Trustee in its capacity as Debenture Registrar. The Trustee may destroy any list
furnished  to it as  provided  in  Section  6.01 upon  receipt  of a new list so
furnished.

         (b) If 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  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

         (i)  afford  such  applicants access to the  information  preserved  at
the time by the Trustee in accordance with Section 6.02(a), or

         (ii) 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  Section  6.02(a),  and  as to  the
approximate cost of mailing to such  Debentureholders the form of proxy or other
communication, 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 (a
copy of which shall be promptly  furnished by the Trustee to the Company),  mail
to each  Debentureholder  whose  name  and  address  appear  in the  information
preserved at the time by the Trustee in accordance with Section 6.02(a),  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  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 the 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,  the  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) 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
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
Section  6.02(b),  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 Section 6.02(b).

SECTION 6.03.  Reports by Trustee.

         (a) The term "reporting date", as used in this Section,  means the date
specified in Article VI. Within 60 days after the  reporting  date in each year,
the Trustee shall transmit by mail to all  Debentureholders,  as their names and
addresses  appear in the  Debenture  Register,  a brief  report dated as of such
reporting date with respect to:

                  (1) its eligibility  under Section 8.09 and its  qualification
         under Section 8.08, or in lieu thereof, if to the best of its knowledge
         it has continued to be eligible and qualified  under said  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 reporting, and for the reimbursement of which it claims or may claim
         a lien or charge,  prior to that of the Debentures,  on any property or
         funds held or collected by it as Trustee, except that the Trustee shall
         not be  required  (but may  elect)  to  report  such  advances  if such
         advances so remaining  unpaid  aggregate not more than 1/2 of 1% of the
         principal  amount  of the  Debentures  Outstanding  on the date of such
         reporting;

                  (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 reporting
         date,  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 Section 8.13 (b) (2),
         (3), (4) or (6);

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

                  (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 hereunder 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 the Trustee
         in accordance with Section 8.02.

         (b) The  Trustee  shall  transmit by mail to all  Debentureholders,  as
their names and addresses appear in the Debenture Register,  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
Subsection  (a)  of  this  Section  (or  if no  such  report  has  yet  been  so
transmitted,   since  the  date  of  execution  of  this   instrument)  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,  except that
the  Trustee  shall not be required  (but may elect) to report such  advances if
such  advances  remaining  unpaid  at any  time  aggregate  10% or  less  of the
principal  amount of the Debentures  Outstanding at such time, such report to be
transmitted within 90 days after such time.

         (c) A copy of each such report shall, at the time of such  transmission
to Debentureholders, be filed by the Trustee with each stock exchange upon which
the Debentures are listed, and also with the Commission. The Company will notify
the Trustee when the Debentures are listed on any stock exchange.

SECTION 6.04.  Reports by Company.

The Company will

         (1) file with the Trustee, within 15 days after the Company is required
to file the same with the  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 the Commission  may from time to time by rules and  regulations
prescribe)  which  the  Company  may be  required  to file  with the  Commission
pursuant to Section 13 or Section 15(d) of the Securities  Exchange Act of 1934,
as amended; or, if the Company is not required to file information, documents or
reports pursuant to either of said Sections,  then it will file with the Trustee
and the Commission,  in accordance  with rules and  regulations  prescribed from
time  to  time  by the  Commission,  such  of  the  supplementary  and  periodic
information,  documents and reports which may be required pursuant to Section 13
of the  Securities  Exchange Act of 1934,  as amended,  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;

         (2) file with the Trustee and the Commission,  in accordance with rules
and regulations prescribed from time to time by the Commission,  such additional
information,  documents  and reports with respect to  compliance  by the Company
with the conditions and covenants of this Indenture as may be required from time
to time by such rules and regulations; and

         (3)  transmit  by mail  to all  Debentureholders  as  their  names  and
addresses  appear in the  Debenture  Register,  within 30 days  after the filing
thereof  with the Trustee,  such  summaries of any  information,  documents  and
reports  required to be filed by the Company  pursuant to paragraphs (1) and (2)
of this Section as may be required by rules and regulations prescribed from time
to time by the Commission.



                                  ARTICLE SEVEN

                                    REMEDIES

SECTION 7.01.  Events of Default.

         "Event  of  Default",  wherever  used  herein,  means  any  one  of the
following  events  (whatever the reason for such Event of Default and whether it
shall be occasioned by the  provisions of Article XIII hereof or be voluntary or
involuntary or be effected by operation of law pursuant to any judgment,  decree
or order of any court or any order, rule or regulation of any  administrative or
governmental body):

                  (1) default in the payment of any interest  upon any Debenture
         when the same becomes due and payable,  and continuance of such default
         for a period of 30 days; or

                  (2) default in making any Mandatory Sinking Fund Payment, when
         the same becomes due and payable, and continuance of such default for a
         period of 30 days; or

                  (3) default in the payment of the principal of (or premium, if
         any, on) any Debenture at its Maturity,  except any Maturity  occurring
         by reason of a call for redemption  through the Mandatory Sinking Fund;
         or

                  (4) default in the performance,  or breach, of any covenant or
         warranty  of the  Company in this  Indenture  (other than a covenant or
         warranty a. default in whose  performance  or whose breach is elsewhere
         in this Section  specifically  dealt  with),  and  continuance  of such
         default or breach for a period of 60 days after  there has been  given,
         by  registered  or certified  mail, to the Company by the Trustee or to
         the Company and the Trustee by the Holders of at least 10% in principal
         amount of the Outstanding Debentures,  a written notice specifying such
         default or breach and requiring it to be remedied and stating that such
         notice is a "Notice of Default" hereunder; or

                  (5) a court having  jurisdiction in the premises shall enter a
         decree or order for relief in respect of the Company in an  involuntary
         case under any applicable  bankruptcy,  insolvency or other similar law
         now or  hereafter  in effect,  or  appointing  a receiver,  liquidator,
         assignee, custodian, trustee, sequestrator (or similar official) of the
         Company or for any  substantial  part of its property,  or ordering the
         winding-up or liquidation of its affairs and such decree or order shall
         remain unstayed and in effect for a period of 60 consecutive days; or

                  (6) the  Company  shall  commence a  voluntary  case under any
         applicable bankruptcy, insolvency or other similar law now or hereafter
         in effect,  or shall  consent to the entry of an order for relief in an
         involuntary   case  under  any  such  law,  or  shall  consent  to  the
         appointment  of  or  taking  possession  by  a  receiver,   liquidator,
         assignee, trustee, custodian,  sequestrator (or other similar official)
         of the Company or for any  substantial  part of its property,  or shall
         make any general assignment for the benefit of creditors, or shall fail
         generally  to pay its  debts as they  become  due,  or  shall  take any
         corporate action in furtherance of any of the foregoing.

SECTION 7.02.  Acceleration of Maturity; Rescission and Annulment.

      If an Event of Default  occurs and is  continuing,  then and in every such
case the Trustee or the Holders of not less than one-third (33.33%) in principal
amount of the  Debentures  Outstanding  may  declare  the  principal  of all the
Debentures  to be  immediately  due and  payable,  by a notice in writing to the
Company (and to the Trustee if given by the Debentureholders), and upon any such
declaration such principal shall become immediately due and payable.

      At any time after such a  declaration  of  acceleration  has been made and
before a judgment  or decree for  payment of the money due has been  obtained by
the Trustee as hereinafter in this Article  provided,  the Holders of a majority
in principal amount of Debentures Outstanding,  by written notice to the Company
and the Trustee, may rescind and annul such declaration and its consequences if

                  (1) the  Company  has paid or deposited with the Trustee a sum
sufficient to pay

                          (A) all  overdue   instalments   of interest  on   all
                  Debentures,

                          (B) the  principal  of  (and premium, if  any, on) any
                  Debentures  which  have  become  due  otherwise  than  by such
                  declaration  of  acceleration and interest thereon at the rate
                  borne by the Debentures,

                           (C) to the extent  that  payment of such  interest is
                  lawful,  interest upon overdue  instalments of interest at the
                  rate borne by the Debentures, and

                           (D)  all  sums  paid  or   advanced  by  the  Trustee
                  hereunder   and   the   reasonable   compensation,   expenses,
                  disbursements  and  advances  of the  Trustee,  its agents and
                  counsel; and

         (2) all Events of Default,  other than the non-payment of the principal
of Debentures which have become due solely by such acceleration, have been cured
or waived as provided in Section 7.13.

No such  rescission  shall  affect  any  subsequent  default or impair any right
consequent thereon.

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

The Company covenants that if

                  (1)  default  is  made in the  payment  of any  instalment  of
         interest on any Debenture  when such  interest  becomes due and payable
         and such default continues for a period of 30 days, or

                  (2) default is made in any  Mandatory  Sinking  Fund  Payment,
         when the same becomes due and payable, and such default continues for a
         period of 30 days, or

                  (3)  default is made in the  payment of the  principal  of (or
         premium, if any, on) any Debenture at the Maturity thereof,  except any
         Maturity  occurring  by reason  of a call for  redemption  through  the
         Mandatory Sinking Fund,

the Company will, upon demand of the Trustee,  pay to it, for the benefit of the
Holders  of such  Debentures,  the whole  amount  then due and  payable  on such
Debentures for principal (and premium, if any) and interest,  with interest upon
the overdue  principal (and premium,  if any) and, to the extent that payment of
such  interest  shall  be  legally  enforceable,  upon  overdue  instalments  of
interest,  at the rate borne by the Debentures;  and, in addition thereto,  such
further  amount  as shall be  sufficient  to cover the  costs  and  expenses  of
collection,  including the reasonable compensation,  expenses, disbursements and
advances of the Trustee, its agents and counsel.

      If the Company fails to pay such amounts  forthwith upon such demand,  the
Trustee,  in its own name and as trustee of an express  trust,  may  institute a
judicial  proceeding for the  collection of the sums so due and unpaid,  and may
prosecute such proceeding to judgment or final decree,  and may enforce the same
against the Company or any other  obligor  upon the  Debentures  and collect the
monies  adjudged  or decreed to be payable in the manner  provided by law out of
the property of the Company or any other obligor upon the  Debentures,  wherever
situated.

      If an Event of Default  occurs and is  continuing,  the Trustee may in its
discretion  proceed  to  protect  and  enforce  its rights and the rights of the
Debentureholders by such appropriate  judicial  proceedings as the Trustee shall
deem most  effectual  to protect and enforce  any such  rights,  whether for the
specific enforcement of any covenant or agreement in this Indenture or in aid of
the exercise of any power granted herein, or to enforce any other proper remedy.

SECTION 7.04.  Trustee May File Proofs of Claim.

      In case of the  pendency  of any  receivership,  insolvency,  liquidation,
bankruptcy,  reorganization,   arrangement,  adjustment,  composition  or  other
judicial  proceeding  relative  to the  Company  or any other  obligor  upon the
Debentures  or the  property  of the  Company or of such other  obligor or their
creditors,  the Trustee (irrespective of whether the principal of the Debentures
shall  then be due  and  payable  as  therein  expressed  or by  declaration  or
otherwise and  irrespective of whether the Trustee shall have made any demand on
the Company for the payment of overdue  principal or interest) shall be entitled
and empowered, by intervention in such proceeding or otherwise,

                  (i) to file  and  prove  a  claim  for  the  whole  amount  of
         principal  (and  premium,  if any) and  interest  owing  and  unpaid in
         respect of the Debentures and to file such other papers or documents as
         may be  necessary  or  advisable  in order to have  the  claims  of the
         Trustee (including any claim for the reasonable compensation, expenses,
         disbursements and advances of the Trustee,  its agents and counsel) and
         of the Debentureholders allowed in such judicial proceeding, and

                  (ii) to  collect  and  receive  any  monies or other  property
         payable or  deliverable  on any such claims and to distribute the same;
         and any receiver,  assignee,  trustee,  liquidator or sequestrator  (or
         other  similar  official  in any such  judicial  proceeding  is  hereby
         authorized  by  each  Debentureholder  to  make  such  payments  to the
         Trustee,  and in the event that the Trustee shall consent to the making
         of  such  payments  directly  to  the  Debentureholders,  to pay to the
         Trustee any amount due to it for the reasonable compensation, expenses,
         disbursements and advances of the Trustee,  its agents and counsel, and
         any other amounts due the Trustee under Section 8.07.

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

SECTION 7.05.  Trustee May Enforce Claims Without Possession of Debentures.

         All rights of action and claims under this  Indenture or the Debentures
may be prosecuted  and enforced by the Trustee  without the possession of any of
the Debentures or the production thereof in any proceeding relating thereto, and
any such  proceeding  instituted by the Trustee shall be brought in its own name
as trustee of an express  trust,  and any  recovery  of  judgment  shall,  after
provision   for  the   payment  of  the   reasonable   compensation,   expenses,
disbursements  and advances of the Trustee,  its agents and counsel,  be for the
ratable  benefit  of the  Holders  of the  Debentures  in  respect of which such
judgment has been recovered.

SECTION 7.06.  Application of Money Collected

         Subject to the provisions of Article XIII hereof,  any money  collected
by the Trustee pursuant to this Article shall be applied in the following order,
at the date or dates  fixed by the Trustee  and in case of the  distribution  of
such  money on account of  principal  (or  premium,  if any) or  interest,  upon
presentation of the Debentures,  and the notation thereon of the payment if only
partially paid and upon surrender thereof if fully paid:

       FIRST:  To the payment of all amounts due the Trustee under Section 8.07;

       SECOND: To the  payment of  the  amounts  then due  and unpaid  upon  the
Debentures for principal (and premium, if any) and interest, in respect of which
or for the  benefit  of which such money has been  collected,  ratably,  without
preference or priority of any kind,  according to the amounts due and payable on
such Debentures, for principal (and premium, if any) and interest, respectively;
and

        THIRD:  The balance, if any, to the Company  or other Person or  Persons
entitled thereto.

SECTION 7.07.  Limitation on Suits.

         No Holder  of any  Debenture  shall  have any  right to  institute  any
proceeding,  judicial or otherwise,  with respect to this Indenture,  or for the
appointment of a receiver or trustee, or for any other remedy hereunder, unless

                  (1) such  Holder has  previously  given written  notice to the
         Trustee of a continuing Event of Default;

                  (2) the  Holders of not less than 25% in  principal  amount of
         the  Outstanding  Debentures  shall have made  written  requests to the
         Trustee to institute proceedings in respect of such Event of Default in
         its own name as Trustee hereunder;

                  (3)  such  Holder  or  Holders  have  offered  to the  Trustee
         reasonable indemnity against the costs,  expenses and liabilities to be
         incurred in compliance with such request;

                  (4) the Trustee for 60 days after its receipt of such  notice,
         request  and  offer of  indemnity  has  failed  to  institute  any such
         proceeding; and

                  (5) no direction  inconsistent  with such written  request has
         been given to the Trustee during such 60-day period by the Holders of a
         majority in principal amount of the Outstanding Debentures;

it being understood and intended that no one or more Holders of Debentures shall
have any right in any  manner  whatever  by virtue  of, or by  availing  of, any
provision of this  Indenture to affect,  disturb or prejudice  the rights of any
other  Holders  of  Debentures  or to obtain or to seek to  obtain  priority  or
preference  over any other Holders or to enforce any right under this Indenture,
except in the manner  herein  provided and for the equal and ratable  benefit of
all the Holders of Debentures.

SECTION 7.08.  Unconditional  Right  of  Debentureholders to  Receive Principal,
               Premium and Interest and to Convert.

         Subject to the provisions of Article XIII hereof,  but  notwithstanding
any other  provision in this  Indenture,  the Holder of any Debenture shall have
the  right  which is  absolute  and  unconditional  to  receive  payment  of the
principal of (and  premium,  if any) and (subject to Section  3.07)  interest on
such Debenture on the respective Stated  Maturities  expressed in such Debenture
(or, in the case of redemption,  on the  Redemption  Date) and to institute suit
for the  enforcement of any such payment and the right to convert such Debenture
in accordance  with Article XIV and to institute suit for its  enforcement,  and
such rights shall not be impaired without the consent of such Holder.

SECTION 7.09.  Restoration of Rights and Remedies.

         If the Trustee or any  Debentureholder 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 Debentureholder, then and in every such case the Company,
the Trustee and the Debentureholders shall, subject to any determination in such
proceeding,  be restored  severally and  respectively to their former  positions
hereunder,  and  thereafter  all  rights and  remedies  of the  Trustee  and the
Debentureholders   shall  continue  as  though  no  such   proceeding  had  been
instituted.

SECTION 7.10.  Rights and Remedies Cumulative.

         Except as provided in Section 3.06, no right or remedy herein conferred
upon or  reserved to the  Trustee or to the  Debentureholders  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 7.11.  Delay or Omission Not Waiver.

         No delay or omission  of the Trustee or of any Holder of any  Debenture
to exercise any right or remedy  accruing upon any Event of Default shall impair
any such right or remedy or  constitute a waiver of any such Event of Default or
an acquiescence therein.  Every right and remedy given by this Article or by law
to the Trustee or to the  Debentureholders  may be exercised  from time to time,
and  as  often  as  may  be  deemed   expedient,   by  the  Trustee  or  by  the
Debentureholders, as the case may be.

SECTION 7.12.  Control by Debentureholders.

         The  Holders  of a  majority  in  principal  amount of the  Outstanding
Debentures  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 that

                  (1) such  direction  shall not be in conflict with any rule of
         law or with this  Indenture, and

                  (2) the Trustee may take any other action deemed proper by the
         Trustee  which  is not  inconsistent  with  such  direction;  provided,
         however,  that the Trustee need not take any action which it determines
         will involve it in personal liability or be unjustly prejudicial to the
         Holders of Debentures not consenting.

SECTION 7.13.  Waiver of Past Defaults.

         The  Holders  of a  majority  in  principal  amount of the  Outstanding
Debentures  may on behalf of the  Holders of all the  Debentures  waive any past
default hereunder and its consequences, except a default

                  (1) in the payment of the principal of (or premium, if any) or
         interest or any  Debenture, or

                  (2) in respect of a covenant or  provision  hereof which under
         Article  Nine cannot be modified or amended  without the consent of the
         Holder of each Outstanding Debenture affected.

         Upon any such waiver,  such default shall cease to exist, and any Event
of  Default  arising  therefrom  shall be deemed to have been  cured,  for every
purpose of this Indenture;  but no such waiver shall extend to any subsequent or
other default or impair any right consequent thereon.

SECTION 7.14.  Undertaking for Costs.

         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 or
omitted by it as  Trustee,  the filing by any party  litigant in such suit of an
undertaking  to pay the  costs of such  suit,  and that  such  court  may in its
discretion  assess  reasonable  costs,  including  reasonable  attorneys'  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;  but 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 Outstanding Debentures, or to any suit instituted by any Debentureholder for
the  enforcement  of the payment of the  principal  of (or  premium,  if any) or
interest on any Debenture on or after the respective Stated Maturities expressed
in such  Debenture  (or, in the case of  redemption,  on or after the Redemption
Date) or for the enforcement of a right to the conversion of any Debenture.

SECTION 7.15.  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  (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 of 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

                                   THE TRUSTEE

SECTION 8.01.  Certain Duties and Responsibilities.

         (a)      Except during the continuance of an Event of Default,

                  (1) the  Trustee  undertakes  to perform  such duties and only
         such duties 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 its part,  the Trustee may
         conclusively   rely,  as  to  the  truth  of  the  statements  and  the
         correctness of the opinions  expressed  therein,  upon  certificates or
         opinions furnished to the Trustee and conforming to the requirements of
         this  Indenture;  but in the case of any such  certificates or opinions
         which by any provision hereof are specifically required to be furnished
         to the Trustee,  the Trustee  shall be under a duty to examine the same
         to determine  whether or not they conform to the  requirements  of this
         Indenture.

         (b) In case an Event of Default has  occurred  and is  continuing,  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.

         (c) 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 wilful misconduct, except that

                  (1) this Subsection shall not be construed to limit the effect
         of Subsection (a) of this Section;

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

                  (3) the Trustee shall not be liable with respect to any action
         taken or omitted to be taken by it in good faith in accordance with the
         request or the  direction  of the  Holders of a majority  in  principal
         amount of the Outstanding  Debentures  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; and

                  (4) no provision of this  Indenture  shall require the Trustee
         to  expend  or risk its own  funds or  otherwise  incur  any  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.

         (d) Whether or not therein  expressly so provided,  every  provision of
this  Indenture  relating  to the  conduct  or  affecting  the  liability  of or
affording  protection to the Trustee shall be subject to the  provisions of this
Section.

SECTION 8.02.  Notice of Defaults.

         Within 90 days  after the  occurrence  of any  default  hereunder,  the
Trustee  shall  transmit  by mail to all  Debentureholders,  as their  names and
addresses  appear in the Debenture  Register,  notice of such default  hereunder
known to the  Trustee,  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  premium,  if any) or  interest  on any  Debenture  or in the
payment  of any  sinking or  purchase  fund  instalment,  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  determine  that the  withholding  of such
notice is in the interests of the Debentureholders;  and provided, further, that
in the case of any default of the  character  specified in Section  7.01(4),  no
such notice to Debentureholders  shall be given until at least 60 days after the
occurrence  thereof.  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.

SECTION 8.03.  Certain Rights of Trustee.

         Except as otherwise provided in Section 8.01:

                  (a) the Trustee may rely and shall be  protected  in acting or
         refraining  from acting upon any  resolution,  certificate,  statement,
         instrument,  opinion,  report,  notice,  request,  direction,  consent,
         order, bond,  debenture or other paper or document believed by it to be
         genuine and to have been  signed or  presented  by the proper  party or
         parties;

                  (b) any request or direction of the Company  mentioned  herein
         shall be  sufficiently  evidenced by a Company Request or Company Order
         and any  resolution  of the  Board  of  Directors  may be  sufficiently
         evidenced by a Board Resolution;

                  (c)  whenever  in the  administration  of this  Indenture  the
         Trustee shall deem it desirable  that a matter be proved or established
         prior to  taking,  suffering  or  omitting  any action  hereunder,  the
         Trustee (unless other evidence be herein specifically  prescribed) may,
         in the  absence  of bad  faith  on its  part,  rely  upon an  Officers'
         Certificate;

                  (d) the  Trustee  may  consult  with  counsel  and the written
         advice of such  counsel or 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  reliance
         thereon;

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

                  (f) the Trustee  shall not be bound to make any  investigation
         into the  facts  or  matters  stated  in any  resolution,  certificate,
         statement,  instrument,  opinion,  report, notice, request,  direction,
         consent,  order,  bond,  debenture  or other paper or document  but the
         Trustee,   in  its  discretion,   may  make  such  further  inquiry  or
         investigation into such facts or matters as it may see fit, and, if the
         Trustee shall determine to make such further inquiry or  investigation,
         it shall be entitled to examine the books,  records and premises of the
         Company, personally or by agent or attorney; and

                  (g) the  Trustee  may  execute  any of the  trusts  or  powers
         hereunder  or perform  any duties  hereunder  either  directly or by or
         through  agents or attorneys and the Trustee  shall not be  responsible
         for any  misconduct  or negligence on the part of any agent or attorney
         appointed with due care by it hereunder.

SECTION 8.04.  Not Responsible for Recitals or Issuance of Debentures.

         The  recitals  contained  herein  and in  the  Debentures,  except  the
certificates of authentication, shall be taken as the statements of the Company,
and the Trustee assumes no  responsibility  for their  correctness.  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 Debentures or the proceeds thereof.

SECTION 8.05.  May Hold Debentures.

         The Trustee,  any Paying Agent,  Debenture Registrar or any other agent
of the Company, in its individual or any other capacity, may become the owner or
pledgee of Debentures and, subject to Sections 8.08 and 8.13, may otherwise deal
with the  Company  with the same  rights it would  have if it were not  Trustee,
Paying Agent, Debenture Registrar or such other agent.

SECTION 8.06.  Money Held in Trust.

      Money held by the Trustee in trust  hereunder need not be segregated  from
other funds except to the extent  required by law. The Trustee shall be under no
liability for interest on any money received by it hereunder except as otherwise
agreed with the Company.

SECTION 8.07.  Compensation and Reimbursement.

         The Company agrees

                           (1)  to  pay  to  the  Trustee   from  time  to  time
                  reasonable  compensation  for  all  services  rendered  by  it
                  hereunder  (which  compensation  shall not be  limited  by any
                  provision of law in regard to the compensation of a trustee of
                  an express trust);

                           (2) except as otherwise expressly provided herein, to
                  reimburse  the Trustee  upon its  request  for all  reasonable
                  expenses,  disbursements  and advances incurred or made by the
                  Trustee in  accordance  with any  provision of this  Indenture
                  (including  the reasonable  compensation  and the expenses and
                  disbursements  of its  agents  and  counsel),  except any such
                  expense, disbursement or advance as may be attributable to its
                  negligence or bad faith; and

                           (3) to  indemnify  the  Trustee  for,  and to hold it
                  harmless  against,  any loss,  liability  or expense  incurred
                  without negligence or bad faith on its part, 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 or liability in connection with the exercise
                  or performance of any of its powers or duties hereunder.

      As security for the  performance  of the  obligations of the Company under
this  Section,  the Trustee shall have a lien prior to the  Debentures  upon all
property and funds held or  collected by the Trustee as such,  except funds held
in trust for the payment of  principal  of (and  premium,  if any or interest on
Debentures.

SECTION 8.08.  Disqualification; Conflicting Interests.

         The Trustee shall comply with Section 310 of the TIA. The provisions of
Section  310 of the TIA shall  also  apply to the  Company,  as  obligor  of the
Debentures.

SECTION 8.09.  Corporate Trustee Required; Eligibility.

         There  shall  at all  times be a  Trustee  hereunder  which  shall be a
corporation  organized and doing business under the laws of the United States of
America or of any State,  authorized under such laws to exercise corporate trust
powers, having a combined capital and surplus of at least $5,000,000, subject to
supervision  or  examination  by  Federal  or State  authority  and  having  its
Principal  Corporate  Trust Office in the place specified in the first paragraph
of this  Indenture  or, if such place is not the City of New York,  New York, in
the City of New  York,  New  York,  if there be a  corporation  in any such city
willing to act upon  reasonable  and  customary  terms and  conditions.  If such
corporation publishes reports of condition at least annually, pursuant to law or
to the requirements of the aforesaid  supervising or examining  authority,  then
for the  purposes  of this  Section,  the  combined  capital and surplus of such
corporation  shall be deemed to be its combined capital and surplus as set forth
in its most recent report of condition so published.  If at any time the Trustee
shall cease to be eligible in accordance with the provisions of this Section, it
shall resign immediately in the manner and with the effect hereinafter specified
in this Article.

SECTION 8.10.  Resignation and Removal; Appointment of Successor.

         (a) No  resignation  or removal of the Trustee and no  appointment of a
successor  Trustee  pursuant to this Article  shall become  effective  until the
acceptance of appointment by the successor Trustee under Section 8.11.

         (b) The Trustee may resign at any time by giving written notice thereof
to the Company.  If an instrument of acceptance by a successor Trustee shall not
have been  delivered  to the  Trustee  within 30 days  after the  giving of such
notice of resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor Trustee.

         (c) The  Trustee  may be removed at any time by Act of the Holders of a
majority in principal  amount of the  Outstanding  Debentures,  delivered to the
Trustee and to the Company.

         (d)      If at any time:

                  (1) the Trustee  shall fail to comply with  Section 8.08 after
         written request therefor by the Company or by any  Debentureholder  who
         has been a bona fide Holder of a Debenture for at least six months, or

                  (2) the Trustee shall cease to be eligible  under Section 8.09
         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 a bankrupt or insolvent or a receiver of the Trustee or of its
         property  shall be appointed or any public officer shall take charge or
         control of the Trustee or of its property or affairs for the purpose of
         rehabilitation, conservation or liquidation,

         then,  in any such  case,  (i) the  Company by a Board  Resolution  may
         remove  the   Trustee,   or  (ii)   subject  to   Section   7.14,   any
         Debentureholder  who has been a bona fide Holder of a Debenture  for at
         least six months  may,  on behalf of himself  and all others  similarly
         situated,  petition any court of competent jurisdiction for the removal
         of the Trustee and the appointment of a successor Trustee.

         (e) If the Trustee  shall  resign,  be removed or become  incapable  of
acting,  or if a vacancy shall occur in the office of Trustee for any cause, the
Company, by a Board Resolution,  shall promptly appoint a successor Trustee. If,
within  one  year  after  such  resignation,  removal  or  incapability,  or the
occurrence of such vacancy, a successor Trustee shall be appointed by Act of the
Holders  of a  majority  in  principal  amount  of  the  Outstanding  Debentures
delivered  to the Company and the retiring  Trustee,  the  successor  Trustee so
appointed shall,  forthwith upon its acceptance of such appointment,  become the
successor  Trustee and supersede the successor Trustee appointed by the Company.
If no  successor  Trustee  shall have been so  appointed  by the  Company or the
Debentureholders  and accepted  appointment in the manner hereinafter  provided,
any  Debentureholder who has been a bona fide Holder of a Debenture for at least
six months  may,  on behalf of such  Holder and all others  similarly  situated,
petition any court of competent  jurisdiction for the appointment of a successor
Trustee.

         (f) The Company shall give notice of each  resignation and each removal
of the Trustee and each  appointment of a successor.  Trustee by mailing written
notice of such event by first-class  mail,  postage  prepaid,  to the Holders of
Debentures as their names and addresses appear in the Debenture  Register.  Each
notice shall  include the name of the  successor  Trustee and the address of its
Principal Corporate Trust Office.

         (g) Any Trustee  ceasing to act shall,  nevertheless,  retain its prior
claim upon all property or funds collected by such Trustee to secure any amounts
then due it pursuant to Section 8.07.

SECTION 8.11.  Acceptance of Appointment by Successor.

         Every successor Trustee appointed hereunder shall execute,  acknowledge
and deliver to the Company and to the retiring  Trustee an instrument  accepting
such  appointment,  and  thereupon  the  resignation  or removal of the retiring
Trustee shall become effective and such successor  Trustee,  without any further
act, deed or conveyance, shall become vested with all the rights, powers, trusts
and duties of the  retiring  Trustee;  but,  on  request  of the  Company or the
successor  Trustee,  such retiring  Trustee shall,  upon payment of its charges,
execute and deliver an instrument transferring to such successor Trustee all the
rights,  powers  and trusts of the  retiring  Trustee,  and shall  duly  assign,
transfer  and deliver to such  successor  Trustee all property and money held by
such  retiring  Trustee  hereunder,  subject  nevertheless  to its lien, if any,
provided for in Section 8.07.  Upon request of any such successor  Trustee,  the
Company  shall  execute  any and all  instruments  for more fully and  certainly
vesting in and confirming to such successor Trustee all such rights,  powers and
trusts.

         No successor Trustee shall accept its appointment unless at the time of
such  acceptance  such  successor  Trustee shall be qualified and eligible under
this Article.

SECTION 8.12.  Merger, Conversion, Consolidation  or  Succession  to Business of
               Trustee.

         Any  corporation  into which the Trustee may be merged or  converted or
with which it may be consolidated, or any corporation resulting from any merger,
conversion  or  consolidation  to which  the  Trustee  shall be a party,  or any
corporation  succeeding  to all or  substantially  all  of the  corporate  trust
business  of the  Trustee,  shall be the  successor  of the  Trustee  hereunder,
provided such corporation  shall be otherwise  qualified and eligible under this
Article,  without the execution or filing of any paper or any further act on the
part of any of the  parties  hereto.  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 8.13.  Preferential Collection of Claims Against Company.

         (a) Subject to Subsection (b) of this Section,  if the Trustee shall be
or shall become a creditor, directly or indirectly, secured or unsecured, of the
Company  within four 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 four months' period
         and valid as against the Company  and its other  creditors,  except any
         such  reduction  resulting  from  the  receipt  or  disposition  of any
         property  described in paragraph  (2) of this  Subsection,  or from the
         exercise of any right of set-off which the Trustee could have exercised
         if a petition  in  bankruptcy  had been filed by or against the Company
         upon the date of such default; and

                  (2) all  property  received  by the  Trustee in respect of any
         claim as such creditor, either as security therefor, or in satisfaction
         or composition thereof, or otherwise,  after the beginning of such four
         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 Act 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 four 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 4 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 four 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 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 four months' period for property held as security at
the time of such  substitution  shall,  to the  extent of the fair  value of the
property released,  have the same status as the property  released,  and, to the
extent  that any claim  referred  to in any of such  paragraphs  is  created  in
renewal of or in  substitution  for or for the purpose of repaying or  refunding
any preexisting 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 Act, 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 and 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 Act 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
proceedings  for  reorganization  pursuant to the  Bankruptcy  Act 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  proceedings   for   reorganization   is  pending  shall  have
jurisdiction (i) to apportion between the Trustee and 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 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 and 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  which has resigned or been removed  after the beginning of
such four months period shall be subject to the provisions of this Subsection as
though such resignation or removal had not occurred. If any Trustee has resigned
or been removed prior to the beginning of such four months  period,  it shall be
subject  to the  provisions  of this  Subsection  if and  only if the  following
conditions exist:

                  (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 four months
         period; and

                  (ii) such receipt of property or  reduction of claim  occurred
         within four 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 a 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   advances  and  of  the
         circumstances   surrounding   the  making   thereof  is  given  to  the
         Debentureholders  at the  time  and  in the  manner  provided  in  this
         Indenture;

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

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

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

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

         (c) For the purposes of this Section only:

                  (1) The term  "default"  means any failure to make  payment in
         full of the  principal of or interest on 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"  means  securities
         upon  which  the  Company  is an  obligor  outstanding  under any other
         indenture  (i) under  which the  Trustee  is also  trustee,  (ii) which
         contain  provisions  substantially  similar to the  provisions  of this
         Section,  and (iii)  under  which a  default  exists at the time of the
         apportionment of the funds and property held in such special account.

                  (3) The term "cash transaction" means 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" means 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, manufacturing, shipment, storage or sale of goods, wares or
         merchandise  and which is secured  by  documents  evidencing  title to,
         possession  of, a lien upon,  the goods,  wares or  merchandise  or the
         receivables  or proceeds  arising from the sale or 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" means any obligor upon the Debentures.



                                  ARTICLE NINE

                             SUPPLEMENTAL INDENTURES

SECTION 9.01.  Supplemental Indentures.  Without Consent of Debentureholders.

         Without the consent of the Holders of any Debentures, the Company, when
authorized by a Board Resolution,  and the Trustee, at any time and from time to
time,  may  enter  into  one or more  indentures  supplemental  hereto,  in form
satisfactory to the Trustee, for any of the following purposes:

                  (1) to evidence the  succession of another  corporation to the
         Company,  and the  assumption by any such successor of the covenants of
         the Company herein and in the Debentures contained; or

                  (2) to add to the covenants of the Company, for the benefit of
         the  Holders  of the  Debentures,  or to  surrender  any right or power
         herein conferred upon the Company; or

                  (3) to cure  any  ambiguity,  to  correct  or  supplement  any
         provision  herein which may be  inconsistent  with any other  provision
         herein,  or to make any other  provisions  with  respect  to matters or
         questions arising under this Indenture which shall not adversely affect
         the interests of the Holders of the Debentures; or

                  (4) to  modify,  eliminate  or add to the  provisions  of this
         Indenture   to  such  extent  as  shall  be  necessary  to  effect  the
         qualification of this Indenture under TIA, or under any similar Federal
         statute  hereafter  enacted,  and to add to this  Indenture  such other
         provisions as may be expressly  permitted by TIA,  excluding,  however,
         the provisions  referred to in Section 316(a)(2) of TIA as in effect at
         the date as of which this instrument was executed or any  corresponding
         provisions in any similar Federal statute hereafter enacted; or

                  (5) to make provision with respect to the conversion rights of
         Holders of  Debentures  pursuant  to the  requirements  of Article  XIV
         hereof.

SECTION 9.02.  Supplemental Indentures With Consent of Debentureholders.

         With  the  consent  of the  Holders  of not  less  than a  majority  in
principal amount of the Outstanding Debentures, by Act of said Holders delivered
to the  Company  and  the  Trustee,  the  Company,  when  authorized  by a Board
Resolution,   and  the  Trustee  may  enter  into  an  indenture  or  indentures
supplemental  hereto for the purpose of adding any  provisions to or changing in
any  manner  or  eliminating  any of the  provisions  of  this  Indenture  or of
modifying in any manner the rights of the Holders of the  Debentures  under this
Indenture; provided, however, that no such supplemental indenture shall, without
the consent of the Holder of each Outstanding Debenture affected thereby:

                  (1) change the Stated  Maturity  of the  principal  of, or any
         installment  of interest  on, any  Debenture,  or reduce the  principal
         amount thereof or the rate of interest  thereon or any premium  payable
         upon the redemption  thereof,  or change any Place of Payment where, or
         the coin or currency in which, any Debenture or the interest thereon is
         payable,  or impair the right to institute suit for the  enforcement of
         any such  payment on or after the Stated  Maturity  thereof (or, in the
         case of redemption, on or after the Redemption Date); or

                  (2)  reduce  the   percentage  in  principal   amount  of  the
         Outstanding  Debentures,  the consent of whose  Holders is required for
         any such  supplemental  indenture  or the  consent of whose  Holders is
         required for any waiver (of compliance with certain  provisions of this
         Indenture  or  certain  defaults  hereunder  and  their   consequences)
         provided for in this Indenture; or

                  (3) modify any of the  provisions  of this  Section or Section
         7.13, except to increase any such percentage or to provide that certain
         other provisions of this Indenture cannot be modified or waived without
         the consent of the Holder of each Debenture affected thereby.

                  (4)  adversely  affect the right to convert the  Debentures as
provided in Article XIV hereof.

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

SECTION 9.03.  Execution of Supplemental Indentures.

         In  executing,  or  accepting  the  additional  trusts  created by, any
supplemental indenture permitted by this Article or the modifications thereby of
the trusts created by this Indenture,  the Trustee shall be entitled to receive,
and  (subject to Section  8.01) shall be fully  protected  in relying  upon,  an
Opinion of Counsel stating that the execution of such supplemental  indenture is
authorized  or  permitted  by this  Indenture.  The Trustee  may,  but shall not
(except to the extent required in the case of a supplemental  indenture  entered
into under Section  9.01(4)) be obligated  to, enter into any such  supplemental
indenture  which affects the Trustee's  own rights,  duties or immunities  under
this Indenture or otherwise.

SECTION 9.04.  Effect of Supplemental Indentures.

         Upon the execution of any  supplemental  indenture  under this Article,
this Indenture shall be modified in accordance therewith,  and such supplemental
indenture shall form a part of this Indenture for all purposes; and every Holder
of Debentures  theretofore or thereafter  authenticated and delivered  hereunder
shall be bound thereby.

SECTION 9.05.  Conformity with Trust Indenture Act.

         Every  supplemental  indenture  executed pursuant to this Article shall
conform to the  requirements  of TIA as then in effect if this  Indenture  shall
then be qualified under TIA.

SECTION 9.06.  Reference in Debentures to Supplemental Indentures.

         Debentures  authenticated  and  delivered  after the  execution  of any
supplemental  indenture  pursuant to this  Article may, and shall if required by
the  Trustee,  bear a notation in form  approved by the Trustee as to any matter
provided for in such supplemental  indenture. If the Company shall so determine,
new Debentures so modified as to conform,  in the opinion of the Trustee and the
Board of  Directors,  to any such  supplemental  indenture  may be prepared  and
executed  by the  Company  and  authenticated  and  delivered  by the Trustee in
exchange for Outstanding Debentures.

SECTION 9.07.  Modification of Subordination Provisions.

         No  supplemental  indenture  shall  directly or  indirectly  modify any
provision of this  Indenture so as to affect  adversely the rights of any holder
of Senior  Indebtedness at the time  outstanding  without the written consent of
such holder.





<PAGE>


                                   ARTICLE TEN

                  CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER

SECTION 10.01.  Company May Consolidate, etc., Only on Certain Terms.

         The  Company  shall  not  consolidate  with or  merge  into  any  other
corporation or convey or transfer its properties and assets  substantially as an
entirety to any Person, unless

                  (1) the corporation formed by such consolidation or into which
         the Company is merged or the Person  which  acquires by  conveyance  or
         transfer the properties and assets of the Company  substantially  as an
         entirety  shall be a corporation  organized and existing under the laws
         of the  United  States  of  America  or any  State or the  District  of
         Columbia,  and shall  expressly  assume,  by an indenture  supplemental
         hereto,  executed and delivered to the Trustee, in form satisfactory to
         the  Trustee,  the due and  punctual  payment of the  principal of (and
         premium, if any) and interest on all the Debentures and the performance
         of every  covenant of this  Indenture  on the part of the Company to be
         performed  or observed  and all  applicable  provisions  of Article XIV
         shall be compiled with by such  corporation or Person,  as the case may
         be;

                  (2) immediately  after giving effect to such  transaction,  no
         Event of Default, and no event which, after notice or lapse of time, or
         both,  would  become an Event of Default,  shall have  happened  and be
         continuing;

                  (3) the Company  has  delivered  to the  Trustee an  Officers'
         Certificate   and  an  Opinion  of  Counsel   each  stating  that  such
         consolidation,  merger,  conveyance  or transfer and such  supplemental
         indenture  comply with this Article and that all  conditions  precedent
         herein  provided for relating to such  transaction  have been  complied
         with.

SECTION 10.02.  Successor Corporation Substituted.

         Upon any consolidation or merger, or any conveyance, or transfer of the
properties and assets of the Company  substantially as an entirety in accordance
with Section 10.01, the successor  corporation  formed by such  consolidation or
into which the Company is merged or to which such conveyance or transfer is made
shall succeed to, and be substituted for, and may exercise every right and power
of, the Company under this  Indenture  with the same effect as if such successor
corporation  had been named as the Company  herein;  and the Company (which term
shall for this  purpose  mean the  Person  named as the  "Company"  in the first
paragraph  of this  instrument  or any  successor  corporation  which shall have
theretofore  become such in the manner  prescribed  in Section  10.01)  shall be
discharged  from all  liability  under  this  Indenture  and in  respect  of the
Debentures and may be dissolved and liquidated;  provided,  however, that in the
case of a transfer or lease, the predecessor  Company shall not be released from
the obligation to pay the principal of,  Redemption  Price,  if applicable,  and
premium, if any, and interest on the Debentures.



<PAGE>


                                 ARTICLE ELEVEN

                           SATISFACTION AND DISCHARGE

SECTION 11.01.   Satisfaction and Discharge of Indenture.

         This Indenture  shall cease to be of further effect  .(except as to any
surviving  rights of  registration  of transfer or  exchange  or  conversion  of
Debentures  herein  expressly  provided  for and rights to receive  payments  of
interest  thereon),  and the  Trustee,  on demand of and at the  expense  of the
Company,  shall  execute  proper  instruments  acknowledging   satisfaction  and
discharge of this Indenture, when

                  (1)      either

                           (A)  all  Debentures  theretofore  authenticated  and
                  delivered   (other  than  (i)   Debentures   which  have  been
                  destroyed, lost or stolen and which have been replaced or paid
                  as provided in Section  3.06,  and (ii)  Debentures  for whose
                  payment  money  has  theretofore  been  deposited  in trust or
                  segregated  and held in trust by the  Company  and  thereafter
                  repaid  to the  Company  or  discharged  from such  trust,  as
                  provided in Section  5.03) have been  delivered to the Trustee
                  for cancellation; or

                           (B) all such Debentures not theretofore  delivered to
the Trustee for cancellation

                           (i) have become due and payable, or

                          (ii) will become  due  and  payable  at  their  Stated
                  Maturity within 1 year, or

                           (iii) are to be called for  redemption  within 1 year
                  under arrangements  satisfactory to the Trustee for the giving
                  of notice of redemption by the Trustee in the name, and at the
                  expense, of the Company,

         and the Company, in the case of (i), (ii) or (iii) above, has deposited
         or caused to be deposited with the Trustee, as trust funds in trust for
         the  purpose,  an  amount  (said  amount  to be  deemed to be and to be
         immediately due and payable to the Holders of Debentures) sufficient to
         pay and  discharge  the  entire  indebtedness  on such  Debentures  not
         theretofore  delivered to the Trustee for  cancellation,  for principal
         (and premium,  if any) and interest to the date of such deposit (in the
         case of Debentures which have become due and payable), or to the Stated
         Maturity or Redemption Date, as the case may be;

                  (2) the  Company  has paid or caused to be paid all other sums
         payable hereunder by the Company; and

                  (3) the Company  has  delivered  to the  Trustee an  Officers'
         Certificate  and an Opinion of Counsel each stating that all conditions
         precedent   herein  provided  for  relating  to  the  satisfaction  and
         discharge of this Indenture have been complied with.

Notwithstanding   the  satisfaction   and  discharge  of  this  Indenture,   the
obligations of the Company to the Trustee under Section 8.07 shall survive.  The
Trustee  shall give  notice to the  Holders  of  Debentures  Outstanding  of the
immediate  availability  of the amount referred to in clause (1) of this Section
11.01.

SECTION 11.02.  Application of Trust Money.

         All money deposited with the Trustee pursuant to Section 11.01 shall be
held in trust  and  applied  by it, in  accordance  with the  provisions  of the
Debentures and this  Indenture,  to the payment,  either directly or through any
Paying Agent  (including  the Company  acting as its own Paying  Agent),  as the
Trustee may determine,  to the Persons entitled  thereto,  of the principal (and
premium,  if any) and interest for whose  payment such money has been  deposited
with the Trustee;  but such money need not be segregated from other funds except
to the extent required by law.



                                 ARTICLE TWELVE

         IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS

SECTION 12.01.  Exemption from Individual Liability.

         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 or
director,  as such, past,  present or future, of the Company or of any successor
corporation,  either  directly or through the Company,  whether by virtue of any
constitution, statute or rule of law, or by the enforcement of any assessment or
penalty or otherwise;  it being expressly understood that this Indenture and the
obligations  issued hereunder are solely  corporate  obligations of the Company,
and that no such personal  liability whatever shall attach to, or is or shall be
incurred by, the incorporators, stockholders, officers or directors, as such, of
the  Company or of any  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  personal
liability,  either at common law or in equity or by constitution or statute, of,
and any and all  such  rights  and  claims  against,  every  such  incorporator,
stockholder,  officer  or  director,  as such,  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,  are hereby  expressly waived and released as a condition
of, and as a consideration for, the execution of this Indenture and the issue of
such Debentures.



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* The Table of Contents is not part of the Indenture.