MULTIMEDIA ACCESS CORPORATION

                                Up to $10,000,000

                      8% Senior Convertible Notes Due 2002

                                 TRUST INDENTURE

                                December 1, 1997


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                                TABLE OF CONTENTS

ARTICLE ONE....................................................................1

   DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION.....................1
      SECTION 1.01 Definitions.................................................1
        Act....................................................................1
        Affiliate..............................................................1
        Agent Members..........................................................2
        Alternative Stock Exchange.............................................2
        Authenticating Agent...................................................2
        Authorized Denomination................................................2
        Authorized Newspapers..................................................2
        Board of Directors.....................................................2
        Board Resolution.......................................................2
        Business Day...........................................................2
        Capital Stock..........................................................2
        Capitalized Lease Obligation...........................................3
        Cedel Bank.............................................................3
        Certificate of Incorporation...........................................3
        Closing Date...........................................................3
        Commission.............................................................3
        Common Depository......................................................3
        Common Stock...........................................................3
        Company................................................................3
        Company Request........................................................4
        Conversion Agent.......................................................4
        Conversion Date........................................................4
        Conversion Price.......................................................4
        Conversion Right.......................................................4
        Conversion Shares......................................................4
        Corporate Trust Office.................................................4
        Corporation............................................................4
        Coupon.................................................................4
        Couponholder...........................................................4
        Default................................................................4
        Euroclear..............................................................4
        Event of Default.......................................................5
        Exchange Act...........................................................5

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        Extraordinary Resolution...............................................5
        Federal Bankruptcy Code................................................5
        Generally Accepted Accounting Principles...............................5
        Guaranty...............................................................5
        Holder.................................................................5
        Indebtedness...........................................................5
        Indenture..............................................................6
        Interest Payment Date..................................................6
        Lien...................................................................6
        Luxembourg Paying Agent and Conversion Agent...........................6
        Market Price...........................................................6
        Maturity...............................................................6
        Nasdaq.................................................................7
        Noteholder.............................................................7
        Notes..................................................................7
        Notice.................................................................7
        Offering Circular......................................................7
        Officers' Certificate..................................................7
        Opinion of Counsel.....................................................7
        Outstanding............................................................7
        Paying Agent...........................................................8
        Person.................................................................8
        Predecessor Note.......................................................8
        Preferred Stock........................................................8
        Presentation Date......................................................8
        Principal Paying and Conversion Agent..................................8
        Property...............................................................8
        Redemption Date........................................................8
        Redemption Price.......................................................9
        Regulation S...........................................................9
        Relevant Date..........................................................9
        Replacement Agent......................................................9
        Required Filing Dates..................................................9
        Responsible Officer....................................................9
        Restricted Period......................................................9
        Securities Act.........................................................9
        Senior Indebtedness....................................................9
        Shares................................................................10
        Stated Maturity.......................................................10

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        Stock Exchange Business Day...........................................10
        Subordinated Obligation...............................................10
        Subsidiary............................................................10
        Temporary Conversion Price............................................10
        Trustee...............................................................10
        Unexercised Note......................................................10
        U.S. Government Obligations...........................................11
        U.S. Person...........................................................11
        Vice President........................................................11
        Voting Stock..........................................................11

      SECTION 1.02 Other Definitions..........................................11
      SECTION 1.03 Rules of Construction......................................11
      SECTION 1.04 Compliance Certificates and Opinions.......................12
      SECTION 1.05 Form of Documents Delivered to Trustee.....................13
      SECTION 1.06 Acts of Noteholders........................................13
      SECTION 1.07 Notices, Etc., to Trustee and Company......................14
      SECTION 1.08 Notice to Noteholders; Waiver..............................15
      SECTION 1.09 Effect of Headings and Table of Contents...................15
      SECTION 1.10 Successors and Assigns.....................................15
      SECTION 1.11 Separability Clause........................................15
      SECTION 1.12 Benefits of Indenture......................................16
      SECTION 1.13 Governing Law..............................................16
      SECTION 1.14 Legal Holidays.............................................16

ARTICLE TWO...................................................................16
   FORMS OF THE NOTES.........................................................16
      SECTION 2.01 Forms Generally............................................16
      SECTION 2.02 Restrictive Legends........................................17

ARTICLE THREE.................................................................19
   THE NOTES..................................................................19
      SECTION 3.01 ISSUABLE IN SERIES; Terms..................................19
      SECTION 3.02 Authorized Denomination....................................19
      SECTION 3.03 Execution, Authentication, Delivery and Dating.............20
      SECTION 3.04 Temporary Notes............................................21
      SECTION 3.05 Exchange...................................................21
      SECTION 3.06 Book-Entry Provisions for Global Note......................22
      SECTION 3.07 Special Transfer Provisions................................24
      SECTION 3.08 Mutilated, Destroyed, Lost and Stolen Notes................24

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      SECTION 3.09 Payment of Interest; Interest Rights Preserved.............25
      SECTION 3.10 Persons Deemed Owners......................................25
      SECTION 3.11 Cancellation...............................................25
      SECTION 3.12 Computation of Interest....................................26
      SECTION 3.13 ISINOr Other Identifying Numbers...........................26
      SECTION 3.14 Prescription...............................................26

ARTICLE FOUR..................................................................26
   SATISFACTION AND DISCHARGE.................................................26
      SECTION 4.01 Satisfaction and Discharge of Indenture....................26
      SECTION 4.02 Application of Trust Money.................................27

ARTICLE FIVE..................................................................27
   EVENTS OF DEFAULT AND REMEDIES.............................................27
      SECTION 5.01 Events of Default..........................................27
      SECTION 5.02 Acceleration of Maturity; Rescission and Annulment.........30
      SECTION 5.03 Collection of Indebtedness and Suits for Enforcement
                     by Trustee...............................................31
      SECTION 5.04 Trustee May File Proofs of Claim...........................32
      SECTION 5.05 Trustee May Enforce Claims Without Possession of Notes.....33
      SECTION 5.06 Application of Money Collected.............................33
      SECTION 5.07 Limitation on Suits........................................33
      SECTION 5.08 Unconditional Right of Holders to Receive Principal
                     and Interest.............................................34
      SECTION 5.09 Restoration of Rights and Remedies.........................34
      SECTION 5.10 Rights and Remedies Cumulative.............................35
      SECTION 5.11 Delay or Omission Not Waiver...............................35
      SECTION 5.12 Control by Noteholders.....................................35
      SECTION 5.13 Waiver of Past Defaults....................................35
      SECTION 5.14 Waiver of Stay or Extension Laws...........................36
      SECTION 5.15 Undertaking for Costs......................................36

ARTICLE SIX...................................................................36
   THE TRUSTEE................................................................36
      SECTION 6.01 Notice of Defaults.........................................36
      SECTION 6.02 Certain Rights of Trustee..................................37
      SECTION 6.03 Trustee Not Responsible for Recitals or Issuance of Notes..38
      SECTION 6.04 May Hold Notes.............................................38
      SECTION 6.05 Money Held in Trust........................................38
      SECTION 6.06 Compensation and Reimbursement.............................38
      SECTION 6.07 Corporate Trustee Required; Eligibility....................39

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      SECTION 6.08 Resignation and Removal; Appointment of Successor..........39
      SECTION 6.09 Acceptance of Appointment by Successor.....................41
      SECTION 6.10 Merger, Conversion, Consolidation or Succession to
                     Business.................................................41
      SECTION 6.11 Certain Duties and Responsibilities........................42
      SECTION 6.12 Meetings of Noteholders....................................43
      SECTION 6.13 Authenticating Agents......................................44

ARTICLE SEVEN.................................................................45
   NOTEHOLDERS' LISTS AND REPORTS BY COMPANY..................................45
      SECTION 7.01 Disclosure of Names and Addresses of Noteholders...........45
      SECTION 7.02 Reports by Company.........................................45

ARTICLE EIGHT.................................................................46
   CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER, OR LEASE......................46
      SECTION 8.01 Company May Consolidate, Etc., Only on Certain Terms.......46
      SECTION 8.02 Successor Substituted......................................47

ARTICLE NINE..................................................................47
   SUPPLEMENTAL INDENTURES....................................................47
      SECTION 9.01 Supplemental Indentures Without Consent of Noteholders.....47
      SECTION 9.02 Supplemental Indentures with Consent of Noteholders........48
      SECTION 9.03 Execution of Supplemental Indentures.......................49
      SECTION 9.04 Effect of Supplemental Indentures..........................49
      SECTION 9.05 Reference in Notes to Supplemental Indentures..............50
      SECTION 9.06 Notice of Supplemental Indentures..........................50

ARTICLE TEN...................................................................50
   COVENANTS..................................................................50
      SECTION 10.01 Payment of Principal and Interest.........................50
      SECTION 10.02 Maintenance of Office or Agency...........................51
      SECTION 10.03 Money for Payments to Be Held in Trust....................51
      SECTION 10.04 Corporate Existence.......................................52
      SECTION 10.05 Payment of Taxes and Other Claims.........................52
      SECTION 10.06 Maintenance of Properties.................................52
      SECTION 10.07 Insurance.................................................53
      SECTION 10.08 Statement by Officers as to Default.......................53
      SECTION 10.09 Provision of Financial Statements.........................54
      SECTION 10.10 Limitation on Other Indebtedness..........................54
      SECTION 10.11 WAIVER OF CERTAIN COVENANTS...............................54

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      SECTION 10.12 Waiver of Certain Covenants...............................54
      SECTION 10.13 Restrictions on Charter Amendments........................54
      SECTION 10.14 United States Withholding and Reporting Requirements......55
      SECTION 10.15 Maintenance of Listings for Notes and Shares..............55

ARTICLE ELEVEN................................................................55
   REDEMPTION OF NOTES........................................................55
      SECTION 11.01 Right of Redemption.......................................55
      SECTION 11.02 Applicability of Article..................................56
      SECTION 11.03 Election to Redeem; Notice to Trustee.....................56
      SECTION 11.04[INTENTIALLY OMITTED.......................................56
      SECTION 11.05 Notice of Redemption......................................57
      SECTION 11.06 Deposit of Redemption Price...............................57
      SECTION 11.07 Notes Payable on Redemption Date..........................58
      SECTION 11.08 Surrender of Notes........................................58
      SECTION 11.09 Conversion on Redemption..................................58
      SECTION 11.10 Notes Redeemed in Part....................................59

ARTICLE TWELVE................................................................60
   CONVERSION.................................................................60
      SECTION 12.01  Conversion Right and Conversion Price....................60
      SECTION 12.02 Exercise of Conversion Right..............................62
      SECTION 12.03 Calculation of Shares Issued on Conversion  and
       Fractions of Shares....................................................63
      SECTION 12.04 Adjustment of Conversion Price............................63
      SECTION 12.05 Notice of Adjustments of Conversion Price.................68
      SECTION 12.06 Notice of Certain Corporate Action........................68
      SECTION 12.07 Company to Reserve Common Stock...........................69
      SECTION 12.08 Taxes on Conversions......................................69
      SECTION 12.09 Cancellation of Converted Bearer Notes....................69
      SECTION 12.10 Provisions in Case of Reclassification Consolidation,
                     Merger or Sale of Assets.................................70
      SECTION 12.11 Proposed Amendments to Regulation S.......................70

ARTICLE THIRTEEN..............................................................71
   DEFEASANCE AND COVENANT DEFEASANCE.........................................71
      SECTION 13.01 Company's Option to Effect Defeasance or Covenant
                     Defeasance...............................................71
      SECTION 13.02 Legal Defeasance and Discharge............................71

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      SECTION 13.03 Covenant Defeasance.......................................71
      SECTION 13.04 Conditions to Legal Defeasance or Covenant Defeasance.....72
      SECTION 13.05 Deposited Money and U.S. Government Obligations  to Be
                     Held in Trust; Other Miscellaneous Provisions............73
      SECTION 13.06 Reinstatement.............................................74

ARTICLE FOURTEEN..............................................................74
   SENIORITY OF NOTES.........................................................74
      SECTION 14.01 Seniority of the Notes....................................74

ARTICLE FIFTEEN...............................................................75
   IMMUNITY OF INCORPORATORS,.................................................75
      SECTION 15.01 Liability Solely Corporate................................75


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                                    EXHIBITS

EXHIBIT A      Form of Bearer  Notes,  Coupons,  and  Trustee's  Certificate  of
               Authentication

EXHIBIT B      Form of Global Note

EXHIBIT C      Form of Certificate  from the Company's Chief  Financial  Officer
               Transmitting Annual Financial Statements

EXHIBIT D      Form of Notice from Noteholder of Exercise of Conversion Rights

EXHIBIT E      Form   of   Notice   from   the   Noteholder   of   Exercise   of
               RedemptionRights


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TRUST INDENTURE dated as of December 1, 1997  ("Indenture"),  between MULTIMEDIA
ACCESS CORPORATION,  a corporation duly organized and existing under the laws of
the State of Delaware (herein called the "Company"),  and MARINE MIDLAND BANK, a
banking corporation and trust company duly organized and existing under the laws
of the State of New York, as Trustee (herein called the "Trustee").

         WHEREAS:

         The Company has duly  authorized the creation of an issue of up to U.S.
$10,000,000 of 8% Senior  Convertible Notes Due 2002, which may be issued in one
or more series, and the Coupons, if any, thereto appertaining (collectively, the
"Notes") and to provide  therefor the Company has duly  authorized the execution
and delivery of this Indenture.

         The Company  intends to issue  US$5,000,000 of the Notes on December 9,
1997,  and up to an additional  US$5,000,000  of Notes  pursuant to an indenture
supplemental  hereto,  with  such  Notes to be  identical  in all  respects  and
fungible with the Notes issued hereunder.

         All things necessary have been done to make the Notes, when duly issued
and executed 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.

         The Trustee has agreed to act as trustee  under this  Indenture  on the
terms and conditions set forth herein.

         NOW, THEREFORE, THIS INDENTURE WITNESSETH:

         For and in  consideration of the premises and the purchase of the Notes
by the Holders thereof,  it is mutually covenanted and agreed, for the equal and
proportionate  benefit  of all  Holders  of the  Notes  or of a  series  thereof
(including  Holders  from time to time of the Notes of any series held through a
Noteholder which is a Common Depository (as defined herein))as follows:

                                   ARTICLE ONE

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

         SECTION 1.01      Definitions.

         "Act,"  when used  with  respect  to any  Noteholder,  has the  meaning
specified in Section 1.06.

         "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 and the terms  "controlling" and "controlled"
have meanings correlative to the foregoing.



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         "Agent Members" has the meaning specified in Section 3.06.

         "Alternative Stock Exchange" means any other national or regional stock
exchange or  quotation  service  such as Nasdaq  National  Market  System or any
similar  quotation  service  maintained by the National  Quotation Bureau or any
successor thereto.

         "Authenticating  Agent" means the Person authorized pursuant to Section
6.13 to act on behalf of the  Trustee to  authenticate  the Notes of one or more
series until a successor Authenticating Agent shall have become such pursuant to
the applicable  provisions of this  Indenture,  and  thereafter  "Authenticating
Agent" shall mean such  successor  Authenticating  Agent.  Pursuant to the terms
hereof, Midland Bank Plc will initially act as the Authenticating Agent.

         "Authorized Denomination" has the meaning specified in Section 3.02.

         "Authorized Newspapers" means the Luxembourg Wort of Luxembourg and The
Financial Times (European Edition) of London,  England. If either such newspaper
shall cease to be published,  the Company or the Trustee shall substitute for it
another  newspaper in Europe,  customarily  published at least once a day for at
least five (5) days in each calendar week, of general  circulation.  If, because
of temporary  suspension of  publication  or general  circulation of either such
newspaper or for any other reason,  it is  impossible  or, in the opinion of the
Company or the  Trustee,  impracticable  to make any  publication  of any Notice
required by this Indenture in the manner herein  provided,  such  publication or
other Notice in lieu thereof  which is made by the Company or the Trustee in the
exercise of its reasonable discretion shall constitute a sufficient  publication
of such Notice.

         "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.  Where any provision hereof refers
to an action to be taken pursuant to a Board Resolution (including establishment
of any series of the Notes and the forms and terms thereof),  such action may be
taken by any  committee,  officer or employee of the Company  authorised to take
such action (generally or in any particular respect) by a Board Resolution

         "Business  Day" means each  Monday,  Tuesday,  Wednesday,  Thursday and
Friday which is a day on which banking institutions in Switzerland,  Luxembourg,
the city of New York,  New York,  and  London,  England  are not  authorized  or
obliged by law, regulation or executive order to close.

         "Capital Stock" means, with respect to any Person,  any and all shares,
interests,  participation  or other  equivalents  (however  designated)  of such
Person's capital stock whether now

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outstanding or issued on or after the date of this Indenture, including, without
limitation, all Common Stock and Preferred Stock.

         "Capitalized  Lease Obligation" means the amount of the liability under
any capital lease that, in accordance  with GAAP, is required to be  capitalized
and reflected as a liability on the balance sheet of the relevant Person.

         "Cedel Bank" means Cedel Bank, societe anonyme.

         "Certificate of  Incorporation"  means the Certificate of Incorporation
of the Company,  as in effect on the date hereof and as amended or restated from
time to time hereafter.

         "Closing Date" means December 9, 1997, with respect to the Notes issued
on December 9, 1997,  and with respect to any other series of Notes which may be
issued, the actual date of issuance thereof.

         "Commission" means the Securities and Exchange Commission, as from time
to time  constituted  or, if at any time after the  execution of this  Indenture
such Commission is not existing, then the body performing similar duties at such
time.

         "Common Depository", with respect to the Notes of any series (which are
issued in the form of Global  Notes),means  the common  depository  appointed by
Morgan Guaranty Trust Company of New York,  Brussels office,  as operator of the
Euroclear  System,  and Cedel Bank,  societe  anonyme,  which shall initially be
Midland  Bank  plc,   including  the  nominees  and  successors  of  any  Common
Depository.

         "Common Stock" means,  with respect to any Person,  any and all shares,
interests,  participation and other  equivalents  (however  designated,  whether
voting or non-voting) of such Person's common stock,  whether now outstanding or
issued after the date of this Indenture, and includes,  without limitation,  all
series and classes of such common stock.

         "Common Stock  Equivalent"  means equity or debt securities (other than
Common  Stock) of the Company  which are  convertible  into or  exercisable  for
shares of Common Stock (including,  without limitation, shares, units of shares,
preferred stock and other  convertible  securities) which the Board of Directors
has deemed to have the same value or economic rights as shares of Common Stock.

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

                                       3
<PAGE>

         "Company  Request" or "Company  Order" means a written request or order
signed in the name of the Company by its Chairman,  its Chief Executive Officer,
its  President,  or a Vice  President and by its Chief  Financial  Officer,  its
Treasurer, an Assistant Treasurer,  the Secretary or an Assistant Secretary, and
delivered to the Trustee.

         "Conversion  Agent" means any Person  (including  the Company acting as
Conversion Agent)  authorized by the Company to effect  conversions of the Notes
on  behalf of the  Company.  Pursuant  to the  terms  hereof,  the  Company  has
initially  appointed Midland Bank plc to act as the Principal  Conversion Agent,
Kredietbank S.A.  Luxembourgeoise as the Luxembourg Conversion Agent, Swiss Bank
Corporation and Marine Midland Bank as Conversion Agents for the Notes.

         "Conversion  Date" means the Business Day on which the Conversion Right
is exercised by delivery to the  Conversion  Agent of the Note  surrendered  for
conversion and the completed notice of a Noteholder's  intention to exercise its
Conversion Right (as set forth in Exhibit D hereto) with respect to any Note.

         "Conversion  Price" means $4.625,  the price at which Conversion Shares
shall be issued upon conversion, subject to adjustment as set forth herein.

         "Conversion  Right"  means the right of a Holder of any Note to convert
such Note into Conversion Shares.

         "Conversion   Shares"  means  the  Shares  into  which  the  Notes  are
convertible.

         "Corporate Trust Office" means the principal  corporate trust office of
the Trustee,  at which at any particular time its corporate trust business shall
be  administered,  which office at the date of  execution  of this  Indenture is
located at 140 Broadway, New York, New York 10005-1180, except that with respect
to  presentation  of Notes  for  payment  upon  redemption,  for  conversion  or
exchange,  such term shall mean the office or agency of the Trustee at which, at
any particular time, its corporate agency business shall be conducted.

         "Corporation"  includes  corporations,   limited  liability  companies,
limited  and  general  partnerships,  associations,  joint-stock  companies  and
business trusts.

         "Coupon" means bearer interest Coupons relating to the Bearer Notes and
any replacement Coupons issued pursuant to Section 3.08.

         "Couponholder" means a Person who is the bearer of any Coupon.

         "Default"  means any event which is, or after notice or passage of time
or both would be, an Event of Default.

         "Euroclear" means the Euroclear System.

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<PAGE>

         "Event of Default" has the meaning specified in Section 5.01.

         "Exchange Act" means the Securities Exchange Act of 1934, as amended.

         "Extraordinary  Resolution"  means a resolution  passed at a meeting of
the Noteholders duly convened and held in accordance with Section 6.12 hereof.

         "Federal  Bankruptcy  Code" means the Bankruptcy Act or Title 11 of the
United States Code, as amended from time to time.

         "Generally  Accepted  Accounting  Principles" or "GAAP" means generally
accepted  accounting  principles in the United  States,  as applied from time to
time by the Company and its  Subsidiaries  in the  preparation  of its financial
statements.

         "Guaranty" means all obligations of any Person (other than endorsements
in the  ordinary  course of business of  negotiable  instruments  for deposit or
collection) guaranteeing or in effect guaranteeing any Indebtedness, dividend or
other  obligation,  of any other Person (the  "primary  obligor") in any manner,
whether  directly or indirectly,  including  without  limitation all obligations
incurred through an agreement,  contingent or otherwise,  by such Person: (i) to
purchase such Indebtedness or obligation or any Property or assets  constituting
security  therefor,  or (ii) to advance or supply  funds (1) for the purchase or
payment of such  Indebtedness  or obligation,  or (2) to enable the recipient of
such funds to maintain  certain  financial  conditions  (e.g.  agreed  amount of
working capital) under loan or similar documents,  or (iii) to lease Property or
to purchase  securities or other Property or services  primarily for the purpose
of assuring the owner of such  Indebtedness  or obligation of the ability of the
primary  obligor to make  payment of the  Indebtedness  or  obligation,  or (iv)
otherwise to assure the owner of the  Indebtedness  or obligation of the primary
obligor against loss in respect  thereof.  For the purposes of all  computations
made under this Indenture,  a Guaranty in respect of any  Indebtedness  shall be
deemed to be Indebtedness  equal to the principal amount and accrued interest of
such  Indebtedness  which has been guaranteed,  and a Guaranty in respect of any
other obligation or liability or any dividend shall be deemed to be Indebtedness
equal to the maximum aggregate amount of such obligation, liability or dividend.

         "Holder"  means a Person  who is a bearer of a Note or  Coupon,  as the
case may be.

         "Indebtedness"  of any Person means and includes all present and future
obligations  of such Person,  which shall include all  obligations  (i) which in
accordance  with GAAP shall be classified upon a balance sheet of such Person as
liabilities  of such  Person,  (ii) for  borrowed  money,  (iii) which have been
incurred in connection  with the  acquisition  of Property  (including,  without
limitation,  all  obligations of such Person  evidenced by any debenture,  bond,
note,  commercial paper or other similar security,  but excluding,  in any case,
obligations  arising from the  endorsement in the ordinary course of business of
negotiable  instruments  for deposit or  collection),  (iv)  secured by any Lien
existing  on  Property  owned by such  Person,  even  though such Person has not
assumed or become  liable for the  payment of such  obligations,  (v) created or
arising  under any  conditional  sale or other title  retention  agreement  with
respect to Property acquired by such Person,  notwithstanding



                                       5
<PAGE>



the fact that the rights and remedies of the seller, lender or lessor under such
agreement  in the event of default are limited to  repossession  or sale of such
Property,   (vi)  which  are  Capitalized  Lease  Obligations,   (vii)  for  all
Guaranties,  whether or not  reflected  in the balance  sheet of such Person and
(viii)  which are all  reimbursement  and  other  payment  obligations  (whether
contingent, matured or otherwise) of such Person in respect of any acceptance or
documentary  credit.  Notwithstanding  the  foregoing,  Indebtedness  shall  not
include (i)  Indebtedness  incidental  to the  operation  of the business of the
Person in the ordinary  course and in the aggregate not material to the business
and operations of the Person,  (ii) Indebtedness for which the Company or any of
its  Subsidiaries  are the sole  obligors and obligees,  and (iii)  Indebtedness
represented by purchase,  rental or lease  obligations not to exceed $250,000 in
any period of 12 months for any Person and its Subsidiaries.

         "Indenture" means this instrument as originally  executed and 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
and  shall  include  the terms of  particular  series  of Notes  established  or
contemplated by Section 3.01.

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

         "Lien" means any mortgage,  charge,  pledge, lien, security interest or
encumbrance of any kind whatsoever,  including any interest in Property securing
an  obligation  owed to,  or a claim  by, a Person  other  than the owner of the
Property, whether such interest is based on the common law, statute or contract,
and  including  but not limited to the  security  interest  lien  arising from a
mortgage,  encumbrance,  pledge,  conditional  sale or trust receipt or a lease,
consignment  or bailment for security  purposes.  The term "Lien" shall  include
reservations,  exceptions, encroachments,  easements, rights-of-way,  covenants,
conditions,  restrictions,  leases and other title  exceptions and  encumbrances
affecting  Property.  For the  purposes  of this  Indenture,  the Company or its
Subsidiary shall be deemed to be the owner of any Property which it has acquired
or holds  subject to a  conditional  sale  agreement,  financing  lease or other
arrangement  pursuant to which  title to the  Property  has been  retained by or
vested in some other Person for security purposes.

         "Luxembourg  Paying  Agent  and  Conversion  Agent"  means  any  Person
authorised by the Company to act as the Luxembourg  paying and conversion  agent
for the Notes until a successor  Luxembourg  Paying and  Conversion  Agent shall
have become such pursuant to the applicable  provisions of this  Indenture,  and
thereafter  "Luxembourg  Paying and Conversion  Agent" shall mean such successor
Luxembourg  Paying and  Conversion  Agent.  Pursuant  to the terms  hereof,  the
Company  has  initially  appointed  Kredietbank  S.A.   Luxembourgeoise  as  the
Luxembourg Paying and Conversion Agent.

         "Market  Price" means the daily  closing sale price of the Common Stock
for a Stock Exchange Business Day.

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

                                       6
<PAGE>



         "Nasdaq" means the National Association of Securities Dealers Automated
Quotation System.

         "Noteholder" means a Person who is the bearer of any Note.

         "Notes" has the meaning  stated in the first recital of this  Indenture
and more  particularly  means any Notes  authenticated  and delivered under this
Indenture.

         "Notice" has the meaning specified in Section 1.07.

         "Offering  Circular"  means that certain Final Offering  Circular dated
December 8, 1997, together with all supplements and amendments thereto.

         "Officers' Certificate" means a certificate signed by the Chairman, its
Chief Executive  Officer,  the President or a Vice  President,  and by the Chief
Financial Officer, its Treasurer,  an Assistant  Treasurer,  the Secretary or an
Assistant  Secretary of the  Company,  and  delivered  to the  Trustee.  Any one
individual  holding  the  requisite  titles may sign and  deliver  an  Officer's
Certificate without cosignature of another individual with a requisite title.

         "Opinion of  Counsel"  means a written  opinion of counsel,  who may be
counsel for the Company,  including an employee of the Company, and who shall be
reasonably acceptable to the Trustee.

         "Outstanding,"  when used with respect to Notes,  means, as of the date
of determination,  all Notes theretofore  authenticated and delivered under this
Indenture,  except:  (1) Notes  heretofore  cancelled by a Paying and Conversion
Agent or delivered to a Paying and Conversion Agent for cancellation; (2) Notes,
or portions  thereof,  for whose  payment or  redemption  money in the necessary
amount has been  theretofore  deposited  with the  Trustee  or any Paying  Agent
(other than the  Company) in trust or set aside and  segregated  in trust by the
Company  (if the Company  shall act as its own Paying  Agent) for the Holders of
such Notes;  provided  that,  if such Notes 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;  (3)  Notes,  except to the extent
provided  in  Sections  13.02 and 13.03,  with  respect to which the Company has
effected  defeasance and/or covenant defeasance as provided in Article Thirteen;
and (4) Notes which have been paid  pursuant to Section  3.08 or in exchange for
or in lieu of which other Notes have been  authenticated and delivered  pursuant
to this  Indenture,  other than any such Notes in respect of which  there  shall
have been presented to the Trustee proof  satisfactory to it that such Notes are
held by a bona fide purchaser in whose hands the Notes are valid  obligations of
the Company;  provided,  however, that in determining whether the Holders of the
requisite  principal amount of Outstanding  Notes have taken any Act or given or
made any  Extraordinary  Resolution  or other  request,  demand,  authorization,
direction,  consent,  Notice or waiver hereunder,  Notes owned by the Company or
any other  obligor upon the Notes 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



                                       7
<PAGE>



shall be  protected  in making  such  calculation  or in  relying  upon any such
request, demand, authorization, direction, consent, Notice or waiver, only Notes
which the Trustee knows to be so owned shall be so  disregarded.  Notes 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 Notes and that the  pledgee is not the  Company or any
other  obligor  upon the Notes or any  Affiliate  of the  Company  or such other
obligor.

         "Paying Agent" means any Person (including the Company acting as Paying
Agent)  authorized  by the  Company to pay the  principal  of or interest on any
Notes on behalf of the Company.  Pursuant to the terms  hereof,  the Company has
initially appointed Midland Bank plc as the Principal Paying Agent,  Kredietbank
S.A.  Luxembourgeoise  as the Luxembourg Paying Agent and Swiss Bank Corporation
and Marine Midland Bank as Paying Agents.

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

         "Predecessor  Note" of any  particular  Note means every  previous Note
evidencing  all or a  portion  of the  same  debt  as  that  evidenced  by  such
particular   Note;  and,  for  the  purposes  of  this   definition,   any  Note
authenticated  and delivered  under Section 3.08 in exchange for or in lieu of a
mutilated,  lost,  destroyed or stolen Note shall be deemed to evidence the same
debt as the mutilated, lost, destroyed or stolen Note.

         "Preferred  Stock"  means,  with  respect  to any  Person,  any and all
shares,  interests,  participation or other equivalents  (however designated) of
such Person's preferred or preference stock whether now outstanding or issued on
or after the date of this  Indenture,  and  includes,  without  limitation,  all
classes and series of preferred or preference stock.

         "Presentation  Date" means the date on which a Note is  presented  by a
Noteholder for payment of principal or a Coupon is presented by the Couponholder
for payment of  interest,  as the case may be, or if such date is not a Business
Day, the next date which is a Business Day.

         "Principal  Paying and Conversion Agent" means any Person authorized by
the Company to act as the principal  paying and  conversion  agent for the Notes
until a successor  Principal  Paying and Conversion Agent shall have become such
pursuant  to  the  applicable  provisions  of  this  Indenture,  and  thereafter
"Principal  Paying and  Conversion  Agent" shall mean such  successor  Principal
Paying and  Conversion  Agent.  Pursuant  to the terms  hereof,  the Company has
initially  appointed  Midland Bank plc as the  Principal  Paying and  Conversion
Agent.

         "Property" means any interest in any kind of property or asset, whether
real, personal or mixed, or tangible or intangible.

         "Redemption  Date," when used with  respect to any Note to be redeemed,
in whole or in part,  means the date fixed for such redemption by or pursuant to
this Indenture.

                                       8
<PAGE>



         "Redemption  Price," when used with respect to any Note to be redeemed,
means the price at which it is to be redeemed  pursuant to the terms hereof plus
accrued interest to the Redemption Date.

         "Regulation S" means Regulation S under the Securities Act as in effect
on the date hereof or as such  Regulation  may  hereafter  be amended and deemed
applicable to the Notes.

         "Relevant  Date" means the date on which the payment first becomes due;
provided,  that if the full amount of the money payable has not been received by
the  Principal  Paying Agent or the Trustee on or before the due date,  it shall
mean the date on which,  the full amount of the money  having been so  received,
Notice to that  effect  shall  have been duly  given to the  Noteholders  by the
Company in accordance with Section 1.08.

         "Replacement Agent" means Kredietbank S.A. Luxembougeois.

         "Required Filing Dates" has the meaning specified in Section 10.09.

         "Responsible Officer," when used with respect to the Trustee, means any
trust  officer or assistant  trust  officer 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 such  officer's  knowledge  of and  familiarity  with the  particular
subject.

         "Restricted  Period" means the period commencing on the initial Closing
Date, and continuing for a period of forty (40) calendar days, unless either (i)
additional  series of the Notes are issued,  in which case the Restricted Period
will be lengthened for a period of forty (40) calendar days after the final such
issuance,  or (ii) Regulation S under the Securities Act is amended,  and deemed
applicable to the Notes, in which case the term "Restricted Period" with respect
to the Notes  shall have the meaning set forth in  Regulation  S as amended,  it
being  understood that in no event may Notes be issued  hereunder  subsequent to
January 9, 1998.

         "Securities Act" means the Securities Act of 1933, as amended.

         "Senior Indebtedness" means the principal of (and premium, if any, on),
interest  on  (including  interest  accruing  after  the  filing  of a  petition
initiating any proceeding  pursuant to any bankruptcy law) and other amounts due
on or in connection with any Indebtedness of the Company, whether outstanding on
the  date  of this  Indenture  or  hereafter  created  and  whether  secured  or
unsecured,  incurred  or  assumed  (including,  without  limitation,  all  fees,
expenses,  indemnities and other monetary obligations of the Company relating to
any such  Indebtedness),  other than (A)  Indebtedness  of the  Company  that is
expressly  subordinated  in right of payment to any Senior  Indebtedness  of the
Company,  including the Notes, (B) Indebtedness of the Company that by operation
of law is  subordinate  to any  general  unsecured  obligations  of the  Company
(including  Preferred  Stock),  (C)  Indebtedness  of the  Company to the extent
incurred in violation of any



                                       9
<PAGE>



provisions hereof, (D) any liability for Federal, state or local taxes, or other
taxes,  domestic or foreign,  owed or owing by the  Company,  (E) trade  account
payables  owed or owing by the Company  and (F) amounts  owed by the Company for
compensation  to  employees or for  services  rendered to the  Company.  Without
limiting the generality of the foregoing,  "Senior  Indebtedness"  shall include
the  principal of (and  premium,  if any, on) and interest  (including  interest
accruing  after the  occurrence  of an event of default or after the filing of a
petition  initiating  any  proceeding  pursuant  to any  bankruptcy  law) on all
obligations  of every  nature of the  Company  from time to time owed  under the
Notes and any  amounts  owed as of the date hereof  pursuant to certain  secured
notes payable to a principal  stockholder and officer of the Company in February
1998.

         "Shares" means the common stock, par value U.S.$0.0001,  of the Company
(and  all  other  (if any)  shares  or stock  resulting  from any  sub-division,
consolidation or reclassification of such shares).

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

         "Stock  Exchange  Business Day" means any day (other than a Saturday or
Sunday) on which Nasdaq or the Alternative  Stock Exchange,  as the case may be,
is open for business.

         "Subordinated   Obligation"  means  any  Indebtedness  of  the  Company
outstanding on such date which is  contractually  subordinate or junior in right
of payment to the Notes. Notwithstanding the immediately preceding sentence, any
Indebtedness  and shares of Preferred Stock issued by any Subsidiary  shall, for
purposes of this definition, be treated as Subordinated Obligations.

         "Subsidiary"  of any Person means any  Corporation  of which at least a
majority  of the shares of stock  having by the terms  thereof  ordinary  voting
power  to  elect a  majority  of the  Board  of  Directors  of such  Corporation
(irrespective  of whether or not at the time stock of any other class or classes
of such  Corporation  shall  have or might  have  voting  power by reason of the
happening of any  contingency) is directly or indirectly  owned or controlled by
any  one  of or  any  combinations  of  the  Company  or  one  or  more  of  its
Subsidiaries.

         "Temporary  Conversion  Price"  has the  meaning  specified  in Section
12.01(c).

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

         "Unexercised  Note"  means any Note with  respect  to which  Conversion
Rights have not been exercised by the Noteholder.

                                       10
<PAGE>



         "U.S.  Government  Obligations"  means  securities  that are (x) direct
obligations  of the United States of America for the timely payment of which its
full faith and credit is pledged or (y)  obligations  of a Person  controlled or
supervised by and acting as an agency or instrumentality of the United States of
America  the timely  payment of which is  unconditionally  guaranteed  as a full
faith and credit  obligation by the United States of America,  which,  in either
case,  are not callable or redeemable at the option of the issuer  thereof,  and
shall also include a depository  receipt issued by a bank (as defined in Section
3(a)(2) of the  Securities  Act),  as  custodian  with  respect to any such U.S.
Government  Obligation or a specific  payment of principal of or interest on any
such U.S.  Government  Obligation  held by such custodian for the account of the
holder of such  depository  receipt,  provided  that (except as required by law)
such  custodian is not  authorized to make any deduction from the amount payable
to the  holder  of such  depository  receipt  from any  amount  received  by the
custodian in respect of the U.S.  Government  Obligation or the specific payment
of principal of or interest on the U.S. Government  Obligation evidenced by such
depository receipt.

         "U.S.  Person"  means any Person  who is a "U.S.  person" as defined in
Regulation S.

         "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."

         "Voting  Stock" of any Person means  Capital Stock of such Person which
ordinarily is entitled (without regard to the occurrence of any additional event
or  contingency)  to vote for the election of directors  (or persons  performing
similar functions) of such Person.

         SECTION 1.02      Other Definitions.

                  Term                                  Defined in Section
                  ----                                  ------------------
                  Agency Agreement                              10.02
                  Bearer Notes                                   2.01
                  Commencement Date                             12.04
                  Covenant defeasance                           13.03
                  Current Event                                 12.04
                  Expiration Time                               12.04
                  Global Note                                    2.01
                  legal defeasance                              13.02
                  Other Event                                   12.04
                  Reference Date                                12.04

         SECTION 1.03      Rules of Construction.

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

                                       11
<PAGE>

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

                  (b) all accounting terms not otherwise defined herein have the
         meanings assigned to them in accordance with GAAP;

                  (c) all ratios and  computations  based on GAAP  contained  in
         this Indenture  shall be computed in accordance  with the definition of
         GAAP set forth above;

                  (d) 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 of this Indenture;

                  (e) "or" is not exclusive;

                  (f) all  references  to $,  U.S.$,  dollars  or United  States
         dollars  shall  refer to the lawful  currency  of the United  States of
         America;

                  (g) provisions apply to successive events and transactions;

                  (h) all  references to Sections or Articles  refer to Sections
         or Articles of this Indenture unless otherwise indicated; and

                  (i) all  references to Terms or Conditions  refer to the Terms
and Conditions of the Notes unless otherwise indicated.

         SECTION 1.04      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,  with
respect to any  application or request to make an optional  redemption and, upon
the request of the Trustee  with  respect to any other  application  or request,
furnish to the Trustee an  Officers'  Certificate  stating  that all  conditions
precedent,  if any,  provided  for in this  Indenture  (including  any  covenant
compliance  with  which  constitutes  a  condition  precedent)  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:

                                       12
<PAGE>



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

                  (b) 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;

                  (c) a statement that, in the opinion of each such  individual,
         such  individual  has made  such  examination  or  investigation  as is
         necessary to enable such  individual to express an informed  opinion as
         to whether or not such covenant or condition  has been  complied  with;
         and

                  (d) a  statement  as to  whether,  in the opinion of each such
         individual, such condition or covenant has been complied with.

         SECTION 1.05      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 such officer's  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 1.06      Acts of Noteholders.

                  (a)   Any   Extraordinary    Resolution,    request,   demand,
         authorization, direction, declaration, Notice, consent, waiver or other
         action  provided by this  Indenture to be given or taken by Noteholders
         may  be  embodied  in and  evidenced  by one  or  more  instruments  of
         substantially  similar tenor signed by such Noteholders in person or by
         agents duly  appointed



                                       13
<PAGE>



         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 Noteholders 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
         conclusive  in favour 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 a  certificate  of a notary  public  or other
         officer authorized by law to take acknowledgements of deeds, certifying
         that the individual signing such instrument or writing  acknowledged to
         such  witness,  notary  public  or other  such  officer  the  execution
         thereof. Where such execution is by a signer acting in a capacity other
         than such signer's individual  capacity,  such certificate or affidavit
         shall also constitute sufficient proof of 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)   Any   Extraordinary    Resolution,    request,   demand,
         authorization,  direction,  Notice, consent, waiver or other Act of the
         Holders of any Note shall bind every future Holder of the same Note and
         the Holder of every Note issued upon  conversion or redemption  thereof
         or in exchange therefor or in lieu thereof in respect of anything done,
         omitted  or  suffered  to be  done by the  Trustee  or the  Company  in
         reliance  thereon,  whether or not notation of such action is made upon
         such Note.

         SECTION 1.07      Notices, Etc., to Trustee and Company.

         Any  request, demand, authorization,  direction,  declaration,  notice,
         consent,  waiver,  Extraordinary  Resolution or  Act of  Noteholders or
         other  document  provided  or  pertained  by  this  Indenture ( herein 
         collectively  called "Notice") to  be made upon, given or furnished to,
         or filed with:

                  (a) the Trustee by any  Noteholder  or by the Company shall be
         sufficient  for every purpose  hereunder if made,  given,  furnished or
         filed in writing to or with the Trustee and  received at its  Corporate
         Trust Office, Attention:  Corporate Trust Services - Multimedia Access,
         Telephone (212) 658-6564, Facsimile (212) 658-6425, or

                  (b) the Company by the Trustee or by any  Noteholder  shall be
         sufficient  for  every  purpose   hereunder  (unless  otherwise  herein
         expressly provided) if made, given, furnished or filed in writing to or
         with the Company addressed to it at the address of its principal office
         which shall initially be:  Multimedia  Access  Corporation,  2665 Villa
         Creek Drive,  Suite 200,  Dallas,  Texas 75234,  Attention:  William S.
         Leftwich,  Telephone (972) 488-7200,  Facsimile (972) 488-7299,  with a
         copy to Janice V.  Sharry,  Haynes and  Boone,



                                       14
<PAGE>



         LLP,  3100  Nationsbank   Plaza,  901  Main  Street,   Dallas,   Texas,
         75202-3789, Telephone (214) 651-5562, Facsimile (214) 651-5940.

         Any Notice to be given  hereunder  by any party to another  shall be in
writing  and in English  (by  letter,  telex or fax)  delivered  in person or by
courier service  requiring  acknowledgement  of delivery,  mailed by first class
mail,  postage  prepaid,  or sent by fax or  telex to the  addressee  (including
telecopier number, if applicable) set forth herein. Notices to the Trustee given
by mail,  fax,  personal  delivery or courier  service  shall be effective  upon
actual  receipt.  Notice given by telex shall be  effective  upon receipt by the
sender of the addressee's answer-back at the end of transmission; provided, that
any such Notice or other  communication  which would otherwise take effect after
4:00 p.m. on any  particular  day shall not take effect  until 10:00 a.m. on the
immediately  succeeding Business Day in the place of the addressee.  A party may
change  any  address  to which  Notice is to be given to it by giving  Notice as
provided above of such change of address.

         SECTION 1.08      Notice to Noteholders; Waiver.

         Where this Indenture provides for Notice of any event to Noteholders by
the Company or the Trustee,  such Notice  shall be  sufficiently  given  (unless
otherwise herein expressly provided) if published in the Authorized  Newspapers.
Neither the Trustee  nor the Company  need give any Notice to the  Couponholders
and such  Couponholders  will be deemed to have  notice of the  contents  of any
Notice given to the Noteholders in accordance with this Section.

         In case by  reason of any cause it shall be  impracticable  to  publish
Notice of any event to the Noteholders  when such Notice is required to be given
pursuant  to any  provision  of this  Indenture,  then any manner of giving such
Notice as shall be  satisfactory  to the Trustee  shall  constitute a sufficient
notification for every purpose hereunder.

         SECTION 1.09      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 1.10      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 1.11      Separability Clause.

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

                                       15
<PAGE>



         SECTION 1.12      Benefits of Indenture.

         Nothing in this  Indenture or in the Notes,  express or implied,  shall
give to any  Person,  other  than the  parties  hereto,  any Paying  Agent,  any
Conversion Agent and their respective successors hereunder,  and the Noteholders
any legal or equitable right, remedy or claim under this Indenture.

         SECTION 1.13      Governing Law.

         THIS  INDENTURE  AND THE NOTES SHALL BE GOVERNED  BY, AND  CONSTRUED IN
ACCORDANCE  WITH,  THE LAW OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO THE
CONFLICTS OF LAWS PRINCIPLES THEREOF.

         SECTION 1.14      Legal Holidays.

         In  any  case  where  any  Interest  Payment  Date,   Conversion  Date,
Redemption  Date or Stated  Maturity or Maturity of any Note or Coupon shall not
be a Business Day, then  (notwithstanding  any other provision of this Indenture
or of the Notes or  Coupons)  payment  of  interest  or  principal  or any other
payment  required  to be made on such  date need not be made on such  date,  but
shall be made on the immediately  following Business Day with the same force and
effect as if made on the Interest  Payment Date or  Redemption  Date,  or at the
Stated Maturity or Maturity.

                                   ARTICLE TWO

                               FORMS OF THE NOTES

         SECTION 2.01      Forms Generally.

         The  Notes  of  each   series   and  the   Trustee's   certificate   of
authentication  shall be in  substantially  the forms set forth in this Article,
except as otherwise  provided by or pursuant to a Board Resolution in accordance
with Section  3.01 or by one or more  indentures  supplemental  hereto 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 by applicable law or rules or regulations  thereunder or as may,
consistently  herewith,  be determined by the officer or officers executing such
Notes, as evidenced by their execution of the Notes.  Any portion of the text of
any Note may be set forth on the reverse thereof.

         The definitive Notes shall be typed, printed,  lithographed or engraved
on  steel-engraved  borders or may be produced in any other manner as determined
by the  officers of the Company  executing  such Notes,  as  evidenced  by their
execution in accordance with Section 3.03 of such Notes.

                                       16
<PAGE>



         The Notes shall be known as the "8% Senior  Convertible Notes Due 2002"
of the Company. The Notes and the Trustee's  certificate of authentication shall
be in  substantially  the form  annexed  hereto as Exhibit A. The Company  shall
approve the form of the Notes and any  notation,  legend or  endorsement  on the
Notes. Each Note shall be dated as of the date of issuance.

         The terms and  provisions  contained  in the form of the  Bearer  Notes
annexed hereto as Exhibit A and in the form of the Global Note annexed hereto as
Exhibit  B shall  constitute,  and are  hereby  expressly  made,  a part of this
Indenture.  To the extent  applicable,  the  Company and the  Trustee,  by their
execution  and  delivery of this  Indenture,  expressly  agree to such terms and
provisions and to be bound thereby.

         The Notes shall be issued  initially in the forms of  temporary  global
bearer notes (one for each such series with a colour designation or other manner
of designation to distinguish  each such series)  substantially  in the form set
forth in Exhibit B  (collectively,  the "Global Note") deposited with the Common
Depository,  duly  executed by the Company and  authenticated  by the Trustee as
hereinafter provided. The aggregate principal amount of the Global Note may from
time to time be  decreased  by  adjustments  made on the  records  of the Common
Depository or its nominee, as hereinafter provided.

         The Notes  offered and sold,  other than as described in the  preceding
paragraph,  shall be issued in form of  permanent  certificated  Notes in bearer
form in substantially the form set forth in Exhibit A (the "Bearer Notes"), with
a colour  designation or other manner of  designation  to distinguish  each such
series.

         The Terms and  Conditions  contained  in the form of the  Bearer  Notes
annexed hereto as Exhibit A are expressly  incorporated by reference  herein. To
the extent  applicable,  the Company and the  Trustee,  by their  execution  and
delivery of this Indenture,  expressly agree to such terms and provisions and to
be bound thereby. To the extent of any conflict between the Terms and Conditions
and the provisions of this Indenture, the Terms and Conditions shall control the
interpretation of the terms of the Note and this Indenture.

         SECTION 2.02      Restrictive Legends.

         During the  Restricted  Period,  each Bearer Note and each Coupon shall
bear the following legend on the face thereof:

         NEITHER  THIS  NOTE  NOR THE  SHARES  OF  COMMON  STOCK  ISSUABLE  UPON
         CONVERSION  OF THIS  NOTE  HAVE  BEEN OR WILL BE  REGISTERED  UNDER THE
         UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT")
         AND  MAY NOT BE  OFFERED,  SOLD,  TRANSFERRED,  PLEDGED,  CONVERTED  OR
         OTHERWISE DISPOSED OF IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR
         BENEFIT OF, ANY "U.S.  PERSON" (AS  DEFINED IN  REGULATION  S UNDER THE
         SECURITIES  ACT) UNLESS THIS



                                       17
<PAGE>



         NOTE AND SUCH SHARES HAVE BEEN REGISTERED  UNDER THE SECURITIES ACT AND
         ANY APPLICABLE STATE SECURITIES OR BLUE SKY LAWS OR EXEMPTIONS FROM THE
         REGISTRATION REQUIREMENTS OF SUCH LAWS ARE AVAILABLE.

         ANY UNITED STATES PERSON WHO HOLDS THIS  OBLIGATION  WILL BE SUBJECT TO
         LIMITATIONS  UNDER THE U.S. INCOME TAX LAWS,  INCLUDING THE LIMITATIONS
         PROVIDED IN SECTIONS  165(j) AND 1287(a) OF THE UNITED STATES  INTERNAL
         REVENUE CODE OF 1986, AS AMENDED.

         Each Global Note shall bear the following legend on the face thereof:

         THIS  NOTE HAS NOT BEEN AND WILL NOT BE  REGISTERED  UNDER  THE  UNITED
         STATES  SECURITIES ACT OF 1933, AS AMENDED (THE  "SECURITIES  ACT") AND
         MAY NOT BE OFFERED, SOLD, TRANSFERRED,  PLEDGED, CONVERTED OR OTHERWISE
         DISPOSED  OF IN THE UNITED  STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT
         OF, ANY "U.S.  PERSON" (AS DEFINED IN REGULATION S UNDER THE SECURITIES
         ACT) UNLESS THIS NOTE HAS BEEN REGISTERED  UNDER THE SECURITIES ACT AND
         ANY APPLICABLE STATE SECURITIES OR BLUE SKY LAWS OR EXEMPTIONS FROM THE
         REGISTRATION REQUIREMENTS OF SUCH LAWS ARE AVAILABLE.

         ANY UNITED STATES PERSON WHO HOLDS THIS  OBLIGATION  WILL BE SUBJECT TO
         LIMITATIONS  UNDER THE U.S. INCOME TAX LAWS,  INCLUDING THE LIMITATIONS
         PROVIDED IN SECTIONS  165(j) AND 1287(a) OF THE UNITED STATES  INTERNAL
         REVENUE CODE OF 1986, AS AMENDED.

In the event that  Regulation  S is amended  during the period while any Note or
Coupon  remains  outstanding  and the  Company  determines  that  the  foregoing
restrictive legends are required to be amended as a result thereof,  the Company
shall provide the Trustee with Notice pursuant to Section 1.07 setting forth the
revised  form of  restricted  legend that the Company  believes is required  and
shall  provide  the  Trustee  with an Opinion of Counsel to the effect that such
restrictive  legends are  required  to be  amended.  The form of Bearer Note set
forth at  Exhibit  A and each  Global  Note  shall be  deemed  to be so  amended
effective at the date of such Notice to the Trustee.

                                       18
<PAGE>

                                  ARTICLE THREE

                                    THE NOTES

         SECTION 3.01      Issuable in Series; Terms   .

         The aggregate  principal amount of Notes which may be authenticated and
delivered under this Indenture is limited to up to $10,000,000, except for Notes
authenticated and delivered in exchange for, or in lieu of, other Notes pursuant
to Section 3.03, 3.04, 3.05, 3.06, 3.08, or 9.05. Their Stated Maturity shall be
December 15, 2002, and they shall bear interest at the rate per annum  specified
therein from the Closing Date or from the most recent  Interest  Payment Date to
which  interest  has been paid or duly  provided  for,  payable in arrears,  and
thereafter  as  provided  in the Notes and at said  Stated  Maturity,  until the
principal thereof is paid or duly provided for.

         The Notes may be issued in one or more series at any time and from time
to time prior to January 9, 1998. Each such series shall be established, without
the  approval of any  Noteholders  or the  Trustee,  by or pursuant to authority
granted  by one or  more  Board  Resolutions,  and  established  in one or  more
indentures supplemental hereto.

         All Notes of any series shall be identical and with the form  described
in Section  2.01 hereof  except  that in each case  interest on such Notes shall
accrue only from the date of issuance. Any other terms of the series shall be as
set forth in the  supplemental  indenture  so long as the  terms of such  series
shall not be  inconsistent  with the provisions  hereof,  except as permitted by
Section 9.01(h).

         The  principal  of and  interest  on the Notes  shall be payable at the
office or agency  of the  Company  maintained  for such  purpose  in The City of
London,  or at such other  office or agency of the Company as may be  maintained
for such purpose.

         The Notes shall be redeemable as provided in Article Eleven.

         The Notes shall be convertible as provided in Article Twelve.

         The Notes shall be Senior  Indebtedness and shall be senior in right of
payment to Subordinated Obligations as provided in Article Fourteen.

         SECTION 3.02      Authorized Denomination.

         The Notes  shall be  issuable  only in bearer  form and, in the case of
Bearer Notes,  serially  numbered,  with Coupons  attached thereto on issue, and
shall  be  issuable   in   denominations   of   U.S.$10,000   (the   "Authorized
Denomination").

                                       19
<PAGE>



         SECTION 3.03      Execution, Authentication, Delivery and Dating.

         The Notes shall be  executed on behalf of the Company by its  Chairman,
its Chief Executive Officer, its President or a Vice President under a facsimile
of its  corporate  seal  reproduced  thereon and attested by its Secretary or an
Assistant Secretary.  The signature of any of these officers on the Notes may be
manual or  facsimile  signatures  of the present or any future  such  authorized
officer and may be imprinted or otherwise reproduced on the Notes.

         Notes  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 Notes or did not hold
such offices at the date of such Notes.

         At any time and from time to time after the  execution  and delivery of
this  Indenture,  the Company may  deliver  Notes of any series  executed by the
Company to the Trustee for authentication, together with a Company Order for the
authentication and delivery of such Notes, and the Trustee or the Authenticating
Agent in accordance with such Company Order shall  authenticate and deliver such
Notes.  If the  form or forms or terms  of the  Notes of the  series  have  been
established  by or  pursuant to Sections  2.01 and 3.01 in  authenticating  such
Notes and accepting  the  additional  responsibilities  hereunder in relation to
such Notes,  the Trustee  shall be entitled to receive,  and (subject to Article
Six) shall be fully protected in relying upon the form of supplemental indenture
reflecting  the  issuance of such Notes.  Such Company  Order shall  specify the
amount of Notes to be authenticated  and the date on which the original issue of
Notes  is  to  be  authenticated.   The  aggregate  principal  amount  of  Notes
outstanding   at  any  time  may  not  exceed   $10,000,000   except  for  Notes
authenticated and delivered in exchange for, or in lieu of, other Notes pursuant
to Section 3.04, 3.05 or 3.08.

         Each Note shall be dated as of the date of issuance.

         No Note shall be  entitled to any benefit  under this  Indenture  or be
valid  or  obligatory  for any  purpose  unless  there  appears  on such  Note a
certificate of authentication  substantially in the form provided for in Exhibit
A duly  executed  by the  Trustee  or the  Authenticating  Agent  by  manual  or
facsimile signature of an authorized officer, and such certificate upon any Note
shall be conclusive  evidence,  and the only  evidence,  that such Note has been
duly  authenticated  and delivered  hereunder and is entitled to the benefits of
this Indenture.

         In case the Company,  pursuant to Article Eight,  shall be consolidated
or merged  with or into any other  Person or shall  convey,  transfer,  lease or
otherwise  dispose of its properties and assets  substantially as an entirety to
any Person,  and the successor  Person  resulting  from such  consolidation,  or
surviving such merger,  or into which the Company shall have been merged, or the
Person  which  shall  have  received  a  conveyance,  transfer,  lease  or other
disposition as aforesaid,  shall have executed an indenture  supplemental hereto
with the Trustee  pursuant to Article Eight,  any of the Notes  authenticated or
delivered prior to such consolidation,  merger,  conveyance,  transfer, lease or
other  disposition  may,  from time to time,  at the  request  of the  successor
Person,  be



                                       20
<PAGE>



exchanged for other Notes executed in the name of the successor Person with such
changes  in  phraseology  and  form  as may be  appropriate,  but  otherwise  in
substance of like tenor as the Notes  surrendered  for such exchange and of like
principal  amount;  and the Trustee or an  Authenticating  Agent,  upon  Company
Request  of the  successor  Person,  shall  authenticate  and  deliver  Notes as
specified in such request for the purpose of such exchange.

         SECTION 3.04      Temporary Notes.

         Pending the  preparation of definitive  Notes of any series,  but in no
event prior to the end of the Restricted  Period,  the Company may execute,  and
upon Company Order the Trustee or an Authenticating Agent shall authenticate and
deliver,   temporary  Notes  which  are  printed,   lithographed,   typewritten,
mimeographed   or   otherwise   produced,   in  the   Authorized   Denomination,
substantially  of the tenor of the  definitive  Notes in lieu of which  they are
issued and with such appropriate insertions, omissions,  substitutions and other
variations as the officers  executing such Notes may determine,  as conclusively
evidenced by their execution of such Notes.

         If  temporary  Notes of any series are issued,  the Company  will cause
definitive Notes of that series to be prepared without  unreasonable  delay, but
in no event prior to the end of the Restricted Period.  After the preparation of
definitive  Notes of such series,  the  temporary  Notes of such series shall be
exchangeable,  subject to Section 3.05, for definitive Notes of such series upon
surrender of the  temporary  Notes of such series at the office or agency of the
Company  designated for such purpose pursuant to Section 10.02, for that series,
without charge to the Noteholder.  Upon surrender for cancellation of any one or
more temporary Notes of any series, the Company shall execute and the Trustee or
an  Authenticating  Agent shall  authenticate and deliver in exchange therefor a
like principal  amount of definitive  Notes of the same series of the Authorized
Denomination. Until so exchanged, the temporary Notes of any series shall in all
respects be entitled to the same  benefits  under this  Indenture as  definitive
Notes.

         SECTION 3.05      Exchange.

         Upon  surrender for exchange of any Note of any series at the office or
agency of the Company designated  pursuant to Section 10.02 for such series, the
Company  shall  execute,  and the  Trustee  or the  Authenticating  Agent  shall
authenticate  and  deliver,  in  the  name  of  the  designated   transferee  or
transferees,   one  or  more  new  Notes  of  the  same  series  the  Authorized
Denomination of a like aggregate principal amount.

         Furthermore,  any Holder of a  beneficial  interest  in the Global Note
shall,  by acceptance of a beneficial  interest in such Global Note,  agree that
transfers of such beneficial  interest may be effected only through a book-entry
system  maintained  by the holder of such Global Note,  or its agents,  and that
ownership  of a  beneficial  interest in the Global Note shall be required to be
reflected in a book entry.

                                       21
<PAGE>



         At the option of the  Noteholder,  Notes of any series may be exchanged
for other Notes of the same series of the Authorized  Denomination and of a like
aggregate  principal amount, upon surrender of the Notes to be exchanged at such
office or  agency.  Whenever  any Notes are so  surrendered  for  exchange,  the
Company  shall  execute,  and  the  Trustee  or an  Authenticating  Agent  shall
authenticate and deliver,  the Notes which the Noteholder making the exchange is
entitled to receive.

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

         Every Note presented or surrendered  for exchange 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 Trustee,
duly  executed by the  Noteholder  thereof or such  Noteholder's  attorney  duly
authorized in writing.

         No  service  charge  shall  be made  for any  exchange,  conversion  or
redemption of Notes,  but the Company may require payment of a sum sufficient to
cover any tax or other  governmental  charge  that may be imposed in  connection
with any  exchange of Notes,  other than  exchanges  pursuant to Sections  3.03,
3.04, 3.05, 3.06, or 9.05.

         The  Company  shall not be  required  to  register  the  transfer of or
exchange  of any Note  during a period  beginning  five days  before the date of
Maturity and ending on such date of Maturity.

         SECTION 3.06      Book-Entry Provisions for Global Note.

                  (a) The Global Note initially shall be delivered to the Common
         Depository  and  shall  bear the  legends  set forth in  Section  2.02.
         Members  of, or  participants  in,  Euroclear  and Cedel  Bank  ("Agent
         Members") shall have no rights under this Indenture with respect to any
         Global Note held on their behalf by the Common Depository, or under the
         Global Note,  and the Common  Depository may be treated by the Company,
         the Trustee and any agent of the Company or the Trustee as the absolute
         owner of such Global Note for all purposes whatsoever.  Notwithstanding
         the foregoing, nothing herein shall prevent the Company, the Trustee or
         any agent of the  Company or the  Trustee,  from  giving  effect to any
         written  certification,  proxy or other authorization  furnished by the
         Common Depository or shall impair, as between the Common Depository and
         the Agent Members,  the operation of customary  practices governing the
         exercise of the rights of a Noteholder.

                                       22
<PAGE>



                  (b) Transfers of the Global Note shall be limited to transfers
         of  such  Global  Note  in  whole,  but  not in  part,  to  the  Common
         Depository,  its successors or their respective nominees.  Interests of
         beneficial  owners in the Global Note may be  transferred in accordance
         with  the  rules  and  procedures  of the  Common  Depository  and  the
         provisions of Section 3.06.  Beneficial  owners may obtain Bearer Notes
         in  exchange  for their  beneficial  interests  in the Global Note upon
         request in  accordance  with the  Common  Depository's  procedures.  In
         addition, Bearer Notes shall be transferred to all beneficial owners in
         exchange for their  beneficial  interests in the Global Note if (i) the
         Common  Depository  notifies the Company that it is unwilling or unable
         to  continue as Common  Depository  for the Global Note and a successor
         depository  is not  appointed  by the  Company  within  90 days of such
         Notice or (ii) an Event of Default has occurred and is  continuing  and
         the Trustee has received a request from the Common Depository.

                  (c) In  connection  with  any  transfer  of a  portion  of the
         beneficial interest in the Global Note to beneficial owners pursuant to
         subsection (b) of this Section,  the Common Depository shall reflect on
         its books and records the date and a decrease in the  principal  amount
         of the Global Note in an amount  equal to the  principal  amount of the
         beneficial  interest  in the  Global  Note to be  transferred,  and the
         Company shall execute, and the Trustee or an Authenticating Agent shall
         authenticate  and  deliver,  one or more Bearer Notes of like tenor and
         amount.

                  (d) In connection  with the transfer of the entire Global Note
         to beneficial  owners  pursuant to subsection (b) of this Section,  the
         Global  Note  shall be  deemed to be  surrendered  to the  Trustee  for
         cancellation,  and the  Company  shall  execute,  and the Trustee or an
         Authenticating Agent shall authenticate and deliver, to each beneficial
         owner  identified  by  the  Common   Depository  in  exchange  for  its
         beneficial  interest in the Global Note, an equal  aggregate  principal
         amount of Bearer Notes of Authorized Denomination.

                  (e) During the Restricted Period, any Bearer Note delivered in
         exchange for an interest in the Global Note pursuant to subsection  (b)
         or  subsection  (c) of this Section  shall bear the  applicable  legend
         regarding transfer restrictions applicable to the Bearer Note set forth
         in Section 2.02.

                  (f) The  Holder  of the  Global  Note may  grant  proxies  and
         otherwise  authorize  any person,  including  Agent Members and persons
         that may hold interests through Agent Members, to take any action which
         a Noteholder is entitled to take under this Indenture or the Notes.

                  (g) Any Bearer Note  delivered  in exchange for an interest in
         the Global Note pursuant to subsection  (b) or (c) of this Section will
         prior to delivery to the Noteholder have all matured Coupons as of such
         delivery  date,  which are attached to such Bearer Note,  cancelled and
         voided by the Authenticating Agent.

                                       23
<PAGE>



         SECTION 3.07      Special Transfer Provisions.

         The  Noteholders  by acceptance of the Notes hereby  covenant and agree
that  neither  the  Notes  nor the  Conversion  Shares  will be  offered,  sold,
transferred, pledged, converted or otherwise disposed of in the United States or
to, or for the account or benefit of, any U.S.  Person  unless the Notes and the
Conversion  Shares  have  been  registered  under  the  Securities  Act  and any
applicable state securities or blue sky laws or exemptions from the registration
requirements of such laws are available.

         SECTION 3.08      Mutilated, Destroyed, Lost and Stolen Notes.

         If (i) any mutilated  Note or Coupon is  surrendered  to the Trustee or
the Replacement  Agent, or (ii) the Company and the Trustee receive  evidence to
their satisfaction of the destruction,  loss or theft of any Note or Coupon, and
there is delivered to the Company and the Trustee such security and/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 Note or Coupon  has been
acquired by a bona fide  purchaser,  the Company  shall execute and upon Company
Order, and the Trustee or a Replacement Agent shall authenticate and deliver, in
exchange for any such mutilated Note or Coupon or in lieu of any such destroyed,
lost or stolen  Note or Coupon,  a new Note or Coupon of the same  series and of
like  tenor  and  principal  amount,  bearing  a  number  not  contemporaneously
Outstanding.

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

         Upon the  issuance of any new Note or Coupon  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 and the  Replacement
Agent) connected therewith.

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

         Any new Note issued under this  Section 3.08 in lieu of any  destroyed,
lost or stolen  Note shall be issued by the  Replacement  Agent with all matured
Coupons as of such date of issuance cancelled or voided.

                                       24
<PAGE>



         SECTION 3.09      Payment of Interest; Interest Rights Preserved.

         Interest on any Note which is payable,  and is punctually  paid or duly
provided for, on any Interest  Payment Date, shall be paid to the bearer against
presentation and surrender (or in the case of part payment only, endorsement) of
the  relevant  Coupons,  at the  corporate  trust office or agency of any Paying
Agent maintained for such purpose pursuant to Section 10.02.

         Each such  payment will be made at the  specified  office of any Paying
Agent,  at the option of the Holder of such Coupon,  by U.S. dollar cheque drawn
on a bank in New York or by transfer to a U.S. dollar account  maintained by the
payee with a bank  subject in all cases to any  applicable  fiscal or other laws
and regulations.

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

         SECTION 3.10      Persons Deemed Owners.

         Subject to the provision of Section 3.14 and except with respect to any
unmatured Coupon,  the Company,  the Trustee and any agent of the Company or the
Trustee  may treat  the  Person  who is the  bearer of any Note or Coupon as the
owner of such Note or Coupon for the purpose of  receiving  payment of principal
of and  (subject  to Sections  3.05 and 3.09)  interest on such Note and for all
other purposes whatsoever,  whether or not such Note be overdue, and none of the
Company,  the  Trustee  or any  agent of the  Company  or the  Trustee  shall be
affected by notice to the contrary.

         SECTION 3.11      Cancellation.

         All Notes surrendered for payment,  conversion,  redemption or exchange
shall, if surrendered to any Paying or Conversion  Agent other than the Trustee,
shall be promptly  cancelled by such Paying or Conversion Agent and delivered to
the Trustee. The Company may at any time deliver to the Trustee for cancellation
any Notes previously authenticated and delivered hereunder which the Company may
have  acquired in any manner  whatsoever,  and may deliver to the Trustee (or to
any other  Person  for  delivery  to the  Trustee)  for  cancellation  any Notes
previously  authenticated  hereunder  which the Company has not issued and sold,
and all Notes so delivered  shall be promptly  cancelled by the Trustee.  If the
Company shall so acquire any of the Notes,  however,  such acquisition shall not
operate as a redemption or satisfaction of the indebtedness  represented by such
Notes  unless and until the same are  surrendered  to the  Principal  Paying and
Conversion Agent for cancellation. No Notes shall be authenticated in lieu of or
in exchange  for any Notes  cancelled  as provided  in this  Section,  except as
expressly permitted by this Indenture. All cancelled Notes held by the Principal
Paying and  Conversion  Agent shall be disposed of by the  Principal  Paying and
Conversion Agent in accordance with its customary  procedures and  certification
of their  disposal  delivered to the Company unless by Company Order the Company
shall direct that cancelled Notes be returned to it.

                                       25
<PAGE>



         SECTION 3.12      Computation of Interest.

         Interest on the Notes of any  particular  series shall be computed from
the date of issuance on the basis of a 360-day year of twelve 30-day months and,
in the case of an incomplete month, the number of days elapsed.

         SECTION 3.13      ISIN Or Other Identifying Numbers.

         The  Company in issuing  the Notes may use "ISIN" or other  identifying
numbers (if then  generally  in use),  and the  Trustee  shall use ISIN or other
identifying  numbers in Notices of redemption,  conversion or exchange,  and any
other Notice  provided for the benefit of the  Noteholders,  as a convenience to
Noteholders; provided that any such Notice shall state that no representation is
made as to the  correctness of such numbers either as printed on the Notes or as
contained in any Notice of redemption, conversion or exchange or other Notice.

         SECTION 3.14      Prescription.

         Notes and Coupons will become void unless  presented for payment within
periods of ten (10) years (in the case of principal)  and five (5) years (in the
case of interest) from the Relevant Date in respect of the Notes or the Coupons,
as the case may be, subject to the provisions of Section 11.08.

                                  ARTICLE FOUR

                           SATISFACTION AND DISCHARGE

         SECTION 4.01      Satisfaction and Discharge of Indenture.

         This Indenture shall upon Company Request cease to be of further effect
(except as to  surviving  rights of  conversion  or  redemption  of Notes herein
expressly provided for and the Company's  obligations to the Trustee pursuant to
Section  6.06) and the  Trustee,  at the expense of the Company,  shall  execute
proper  instruments  acknowledging  satisfaction and discharge of this Indenture
when:

                  (a)      either:

                           (i) all Notes theretofore authenticated and delivered
         (other than (1) Notes which have been  destroyed,  lost,  mutilated  or
         stolen and which have been replaced or paid as provided in Section 3.08
         and (2) Notes for whose payment money has theretofore been deposited in
         trust with the Trustee or any Paying  Agent or  segregated  and held in
         trust by the Company and thereafter repaid to the Company or discharged
         from such trust,  as



                                       26
<PAGE>



         provided  in Section  10.03)  have been  delivered  to the Trustee or a
         Paying or Conversion Agent for cancellation; or

                           (ii) all such Notes not theretofore  delivered to the
         Trustee for cancellation  (1) have become due and payable,  or (2) will
         become due and payable at their Stated  Maturity,  within one year,  or
         (3) are to be called for redemption within one 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 has  irrevocably  deposited or caused to be deposited  with the
         Trustee as trust funds,  in trust for the purpose an amount  sufficient
         to pay  and  discharge  the  entire  indebtedness  on  such  Notes  not
         theretofore  delivered to the Trustee for  cancellation,  for principal
         and  interest  to the date of such  deposit (in the case of Notes which
         have become due and  payable) or to the Stated  Maturity or  Redemption
         Date, as the case may be;

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

                  (c) 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 6.06 and, if money shall
have been deposited with the Trustee pursuant to subclause (ii) of clause (a) of
this  Section,  the  obligations  of the Trustee under Section 4.02 and the last
paragraph of Section 10.03 shall survive.

         SECTION 4.02      Application of Trust Money.

         Subject to the provisions of the last  paragraph of Section 10.03,  all
money deposited with the Trustee pursuant to Section 4.01 shall be held in trust
and  applied  by it, in  accordance  with the  provisions  of the Notes 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 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 FIVE

                         EVENTS OF DEFAULT AND REMEDIES

         SECTION 5.01      Events of Default.

                                       27
<PAGE>



         "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  Fourteen or be voluntary or
involuntary  or be effected  by  operation  of law or pursuant to any  judgment,
decree  or  order  of  any  court  or  any  order,  rule  or  regulation  of any
administrative   or  governmental   body)  which  shall  have  occurred  and  is
continuing:

                  (a) if default is made for a period of five (5) Business  Days
         or more in the payment of interest or  principal  due in respect of the
         Notes or any of them; or

                  (b) if the  Company  fails to perform  or  observe  any of its
         other obligations,  covenants, conditions or provisions under the Notes
         or this  Indenture,  and (except where the Trustee shall have certified
         to the  Company  in  writing  that  it  considers  such  failure  to be
         incapable of remedy in which case no such Notice or  continuation as is
         hereinafter  mentioned will be required) such failure continues for the
         period of  thirty  (30)  calendar  days (or such  longer  period as the
         Trustee may in its  absolute  discretion  permit)  next  following  the
         service by the Trustee on the Company of Notice  requiring  the same to
         be remedied; or

                  (c) if (i)  any  other  Indebtedness  of  the  Company  or any
         Subsidiary  becomes  due and  payable  prior to its Stated  Maturity by
         reason  of an event of  default  (howsoever  defined)  or (ii) any such
         Indebtedness  of the Company or any Subsidiary is not paid when due or,
         as the case may be,  within any  applicable  grace  period or (iii) the
         Company or any  Subsidiary  fails to pay when due (or,  as the case may
         be, within any applicable  grace period) any amount payable by it under
         any present or future  guarantee  for, or  indemnity in respect of, any
         Indebtedness of any Person or (iv) any security given by the Company or
         any  Subsidiary for any  Indebtedness  of any Person or any Guaranty or
         indemnity  of  Indebtedness  of  any  Person  by  the  Company  or  any
         Subsidiary becomes enforceable by reason of default in relation thereto
         and steps  are taken to  enforce  such  security  save in any such case
         where  there  is a  bona  fide  dispute  as  to  whether  the  relevant
         Indebtedness  or any such  Guaranty or indemnity as aforesaid  shall be
         due and payable (following any applicable grace period),  provided that
         in  each  such  case  the   Indebtedness   exceeds  in  the   aggregate
         U.S.$250,000 and in each such case such event continues  unremedied for
         a period of thirty (30)  calendar  days (or such  longer  period as the
         Trustee may in its sole  discretion  consent to in writing upon receipt
         of written Notice from the Company); or

                  (d) if the Company or any Subsidiary  shall  generally fail to
         pay its debts as such debts come due (except debts which the Company or
         such  Subsidiary,  as the  case  may be,  may  contest  in  good  faith
         generally) or shall be declared or adjudicated by a competent  court to
         be insolvent  or bankrupt,  consents to the entry of an order of relief
         against it in an  involuntary  bankruptcy  case,  shall  enter into any
         assignment  or  other  similar  arrangement  for  the  benefit  of  its
         creditors  or consents to the  appointment  of a custodian  (including,
         without limitation, a receiver, liquidator or trustee); or

                  (e) if a receiver,  administrative receiver,  administrator or
         other similar official shall be appointed in relation to the Company or
         any Subsidiary or in relation to the whole



                                       28
<PAGE>



         or a substantial  part of the undertaking or assets of any of them or a
         distress,  execution or other  process shall be levied or enforced upon
         or sued out against,  or an encumbrancer  shall take possession of, the
         whole or a substantial  part of the assets of any of them and in any of
         the foregoing  cases is not paid out or  discharged  within ninety (90)
         calendar days (or such longer period as the Trustee may in its absolute
         discretion  consent to in writing upon  receipt of written  Notice from
         the Company); or

                  (f) if the Company or any Subsidiary institutes proceedings to
         be adjudicated a voluntary bankrupt,  or shall consent to the filing of
         a bankruptcy  proceeding against it, or shall file a petition or answer
         or  consent  seeking   organization  under  the  laws  of  the  Federal
         Bankruptcy  Code or any  similar  applicable  U.S.  Federal,  State  or
         foreign law, or shall  consent to the filing of any such  petition,  or
         shall consent to the appointment of a receiver or liquidator or trustee
         or assignee (or other similar  official) in bankruptcy or insolvency of
         it or its  property,  or shall make an  assignment  for the  benefit of
         creditors,  or shall  admit in writing its  inability  to pay its debts
         generally as they come due; or

                  (g) if a decree or order by a court having jurisdiction in the
         premises  shall  have  been  entered   adjudging  the  Company  or  any
         Subsidiary  bankrupt or  insolvent,  or approving  as properly  filed a
         petition  seeking the  reorganization  of the Company or any Subsidiary
         under the Federal  Bankruptcy Code or any other similar applicable U.S.
         Federal,  State or foreign  law,  and such  decree or order  shall have
         continued undischarged or unstayed for a period of ninety (90) calendar
         days;  or a  decree  or  order of a court  having  jurisdiction  in the
         premises for the  appointment of a receiver or liquidator or trustee or
         assignee (or other similar official) in bankruptcy or insolvency of the
         Company  or  any  Subsidiary  or of  all  or  substantially  all of its
         property,  or for the winding up or liquidation  of its affairs,  shall
         have been  entered,  and such  decree  or order  shall  have  continued
         undischarged and unstayed for a period of ninety (90) calendar days; or

                  (h) if a warranty,  representation, or other statement made by
         or on behalf of the Company  contained in this Indenture,  the Notes or
         any  certificate or other  agreement  furnished in compliance with such
         documents is false in any material  respect when made and (except where
         the Trustee shall have  certified to the Company that it considers such
         falsity  to be  incapable  of remedy,  in which case no such  Notice or
         continuation as is hereinafter mentioned will be required) such falsity
         continues  for a period of thirty  (30)  calendar  days (or such longer
         period as the  Trustee  may in its  absolute  discretion  permit)  next
         following the service by the Trustee on the Company of Notice requiring
         the same to be remedied; or

                  (i) if  there  is any  final  judgment  or  judgments  for the
         payment of money  exceeding in the aggregate  U.S.$250,000  outstanding
         against the Company or any Subsidiary  which has been  outstanding  for
         more than sixty (60) calendar days from the date of its entry and shall
         not have otherwise been discharged in full or stayed by appeal, bond or
         otherwise.

                                       29
<PAGE>



         SECTION 5.02      Acceleration of Maturity; Rescission and Annulment.

         The Trustee at its  discretion  may,  and if so requested in writing by
the  Holders  of at least  one-quarter  in  principal  amount of the Notes  then
outstanding or if so directed by an Extraordinary  Resolution of the Noteholders
shall, give notice to the Company that the Notes are, and they shall accordingly
thereby forthwith become,  immediately due and payable at their principal amount
together with accrued  interest (as provided herein) if any Event of Default (as
specified in Section 5.01) shall have occurred.

         At any time  after 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 the Outstanding  Notes, by written Notice to the Company
and the Trustee, may rescind and annul such declaration and its consequences if


                                       30
<PAGE>




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

                           (i)  all overdue interest on all Outstanding Notes,

                           (ii) all unpaid  principal of any  Outstanding  Notes
                  which has become due  otherwise  than by such  declaration  of
                  acceleration,  and  interest on such unpaid  principal  at the
                  rate prescribed therefor in the Notes,

                           (iii) to the extent that payment of such  interest is
                  legally enforceable,  interest on overdue interest at the rate
                  prescribed therefor in the Notes, and

                           (iv)  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

                  (b) all  Events of  Default,  other  than the  non-payment  of
         amounts of  principal  of or  interest  on Notes  which have become due
         solely by such declaration of  acceleration,  have been cured or waived
         as provided in Section 5.13.

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

         SECTION 5.03  Collection of  Indebtedness  and Suits for Enforcement by
Trustee.

         The Company covenants that if

                  (a)  default  is  made in the  payment  of any  instalment  of
         interest  on any Note when such  interest  becomes  due and payable and
         such default continues for a period of five (5) Business Days, or

                  (b)  default is made in the  payment of the  principal  of any
         Note at the Maturity thereof and such default continues for a period of
         five (5) Business Days,

the Company will, upon demand of the Trustee, pay to the Trustee for the benefit
of the  Holders of such  Notes,  the whole  amount  then due and payable on such
Notes for principal and interest,  and interest on any overdue principal and, to
the extent that payment of such interest shall be legally enforceable,  upon any
overdue  instalment of interest,  at the rate prescribed  therefor in the Notes,
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.

                                       31
<PAGE>



         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,  may
prosecute  such  proceeding to judgment or final decree and may enforce the same
against the Company or any other  obligor  upon the Notes and collect the moneys
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 Notes, 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
Noteholders 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 5.04      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 Notes
or the property of the Company or of such other obligor or their creditors,  the
Trustee  (irrespective  of whether the  principal of the Notes shall then be due
and payable as therein expressed or by declaration or otherwise and irrespective
of whether the Trustee shall have made any demand on the Company for the payment
of  overdue  principal  or  interest)  shall  be  entitled  and  empowered,   by
intervention in such proceeding or otherwise,

                  (a) to file  and  prove  a  claim  for  the  whole  amount  of
         principal and interest  owing and unpaid in respect of the Notes 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 Noteholders allowed in such
         judicial proceeding, and

                  (b) to  participate as a member,  voting or otherwise,  of any
         official committee of creditors appointed in such matters; and

                  (c) to  collect  and  receive  any  moneys  or other  property
         payable or deliverable on any such claims and to distribute the same;

and any custodian,  receiver,  assignee,  trustee,  liquidator,  sequestrator or
similar  official in any such judicial  proceeding is hereby  authorized by each
Noteholder  to make such  payments  to the  Trustee  and,  in the event that the
Trustee  shall  consent  to  the  making  of  such  payments   directly  to  the
Noteholders,   to  pay  the  Trustee  any  amount  due  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 6.06.

         Nothing  herein  contained  shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any  Noteholder any plan
of reorganization, arrangement,



                                       32
<PAGE>



adjustment or  composition  affecting the Notes or the rights of any  Noteholder
thereof,  or to  authorize  the  Trustee  to vote in respect of the claim of any
Noteholder in any such proceeding.

         SECTION 5.05    Trustee May Enforce Claims Without Possession of Notes.

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

         SECTION 5.06      Application of Money Collected.

         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 interest,
upon  presentation of the Notes 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 6.06;

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

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

         SECTION 5.07      Limitation on Suits.

         No  Noteholder  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:

                  (a) such Noteholder has previously given written Notice to the
         Trustee of a continuing Event of Default, with a copy of such Notice to
         the Company;

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

                                       33
<PAGE>



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

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

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

it being understood and intended that no one or more Noteholders  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
Noteholders,  or to obtain or to seek to obtain  priority or preference over any
other  Noteholders or to enforce any right under this  Indenture,  except in the
manner  herein  provided  and for the  equal  and  rateable  benefit  of all the
Noteholders.

         SECTION 5.08  Unconditional  Right of Holders to Receive  Principal and
                       Interest.

         Notwithstanding  any other provision in this  Indenture,  the Holder of
any Note or of any Coupon,  as the case may be,  shall have the right,  which is
absolute and unconditional,  to receive payment,  as provided herein (including,
if  applicable,  Article  Thirteen)  and in such  Note of the  principal  of and
(subject  to Section  3.09)  interest  on,  such Note on the  respective  Stated
Maturity  or  expressed  in such Note  (or,  in the case of  redemption,  on the
Redemption Date) or Coupon and to institute suit for the enforcement of any such
payment,  and such  rights  shall not be  impaired  without  the consent of such
Holder;  provided,  that all monies paid by the Company to the Paying  Agent for
the payment of principal  or interest on any Note which remain  unclaimed at the
end of two (2) years after the Stated  Maturity or Redemption  Date of such Note
will be  repaid  to the  Company  and the  Holder  of any Note or  Coupon  shall
thereafter  have only the rights of a creditor  of the Company or such rights as
may be otherwise provided by applicable law.

         SECTION 5.09      Restoration of Rights and Remedies.

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

         SECTION 5.10      Rights and Remedies Cumulative.

                                       34
<PAGE>



         Except as otherwise provided with respect to the replacement or payment
of mutilated,  destroyed,  lost or stolen Notes in the last paragraph of Section
3.08, no right or remedy herein  conferred upon or reserved to the Trustee or to
the  Noteholders  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 5.11      Delay or Omission Not Waiver.

         No delay or  omission  of the  Trustee  or of any Holder of any Note 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  Noteholders  may be exercised  from time to time,  and as
often as may be deemed expedient,  by the Trustee or by the Noteholders,  as the
case may be.

         SECTION 5.12      Control by Noteholders.

         The Holders of not less than a majority in aggregate  principal  amount
of the  Outstanding  Notes  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 in each
case:

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

                  (b) the Trustee may take any other action deemed proper by the
         Trustee which is not inconsistent with such direction, and

                  (c) the Trustee need not take any action  which might  involve
         it in personal liability or be unjustly  prejudicial to the Noteholders
         not joining in such direction.

         SECTION 5.13      Waiver of Past Defaults.

         Subject to Section  5.02,  the  Holders of not less than a majority  in
principal  amount of the  Outstanding  Notes may on behalf of the Holders of all
the Notes  waive  any past  default  hereunder  and its  consequences,  except a
default

                  (a) in respect of the payment of the  principal of or interest
         on any Note, or

                  (b) 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 Note affected.

                                       35
<PAGE>



         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 Event of Default or impair any right consequent thereon.

         SECTION 5.14      Waiver of Stay or Extension Laws.

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

         SECTION 5.15      Undertaking for Costs.

         All  parties to this  Indenture  agree,  and each Holder of any Note by
such Noteholder's  acceptance  thereof shall be deemed to have agreed,  that any
court may in its  discretion  require,  in any suit for the  enforcement  of any
right or remedy under this Indenture, or in any suit against the Trustee for any
action  taken,  suffered  or omitted by it as  Trustee,  the filing by any party
litigant in such suit of an  undertaking to pay the costs of such suit, and that
such court may in its discretion assess reasonable costs,  including  reasonable
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 be deemed to require any court to
require an undertaking  or to make such an assessment in any suit  instituted by
the Trustee or by the Company except against the Trustee.

                                   ARTICLE SIX

                                   THE TRUSTEE

         SECTION 6.01      Notice of Defaults.

         Within 90 days  after the  occurrence  of any  Default  hereunder,  the
Trustee shall  publish  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 interest
on any Note, the Trustee shall be protected in withholding such Notice if and so
long as the board of directors,  the executive committee or a trust committee of
directors  and/or  Responsible  Officers of the Trustee in good faith determines
that the withholding of such Notice is in the interest of the Noteholders.

                                       36
<PAGE>



         SECTION 6.02      Certain Rights of Trustee.

                  (a) The Trustee may request and rely and shall be protected in
         acting or  refraining  from acting upon any  Extraordinary  Resolution,
         Act, Notice or other resolution,  certificate,  statement,  instrument,
         opinion,  report, notice,  request,  direction,  consent,  order, bond,
         debenture,  note,  other  evidence  of  indebtedness  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  Noteholders  pursuant to this  Indenture,
         unless such  Noteholders  shall have offered to the Trustee  reasonable
         security or indemnity against the costs, expenses (including reasonable
         fees of Trustee's counsel),  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 Extraordinary Resolution,  Act,
         Notice  or  other  resolution,   certificate,   statement,  instrument,
         opinion,  report, notice,  request,  direction,  consent,  order, bond,
         debenture,  note,  other  evidence  of  indebtedness  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.

                  (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.

                                       37
<PAGE>



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

                  (i) The  permissive  right of the  Trustee  to take or refrain
         from  taking any  actions  enumerated  in this  Indenture  shall not be
         confused  as a duty and the  Trustee  shall not be  answerable  in such
         actions other than for its own negligence or wilful misconduct.

         The  Trustee  shall not be  required 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.

         SECTION 6.03 Trustee Not Responsible for Recitals or Issuance of Notes.

         The  recitals  contained  herein  and  in the  Notes,  except  for  the
Trustee's certificates of authentication,  and in the Coupons, 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  Notes  or  the  Coupons  or of the
Conversion Shares, except that the Trustee represents that it is duly authorized
to execute and deliver this  Indenture,  authenticate  the Notes and perform its
obligations  hereunder.  The  Trustee  shall not be  accountable  for the use or
application by the Company of Notes or the proceeds thereof.

         SECTION 6.04      May Hold Notes.

         The Trustee, any Paying Agent, any Conversion Agent, any Authenticating
Agent,  any  Replacement  Agent  or any  other  agent of the  Company  or of the
Trustee,  in its  individual  or any other  capacity,  may  become  the owner or
pledgee of Notes and the Coupons and may  otherwise  deal with the Company  with
the same rights it would have if it were not Trustee,  Paying Agent,  Conversion
Agent, Authenticating Agent, Replacement Agent or such other agent.

         SECTION 6.05      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 6.06      Compensation and Reimbursement.

         The Company agrees:

                  (a) 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);

                                       38
<PAGE>



                  (b)  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,  bad  faith  or  wilful
         misconduct; and

                  (c) 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.

         When the Trustee incurs  expenses or renders service in connection with
an Event of Default  specified  in Section  5.01 (f) or  Section  5.01 (g),  the
expenses  (including the reasonable charges of its counsel) and the compensation
for the services are intended to constitute expenses of the administration under
any applicable federal, state or foreign bankruptcy, insolvency or other similar
law.

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

         The  provision of this Section shall  survive the  termination  of this
Indenture or the earlier resignation or removal of the Trustee. Any Paying Agent
or Authenticating Agent appointed hereunder shall be entitled to the benefits of
Section  6.06(c)  as if the  indemnity  set  forth  therefor  were  specifically
afforded to such Paying Agent or Authenticating Agent.

         SECTION 6.07      Corporate Trustee Required; Eligibility.

         There shall at all times be a Trustee hereunder which shall be eligible
to act as  Trustee  and shall have a combined  capital  and  surplus of at least
$50,000,000.  If such  corporation  publishes  reports  of  condition  at  least
annually,  pursuant to law or to the requirements of Federal, State, territorial
or  District  of  Columbia  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 6.08      Resignation and Removal; Appointment of Successor.

                                       39
<PAGE>



                  (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 in accordance with the applicable requirements of Section 6.09.

                  (b) The  Trustee  may  resign  at any time by  giving  written
         Notice  thereof to the Company.  If the  instrument  of acceptance by a
         successor  Trustee  required  by  Section  6.09  shall  not  have  been
         delivered  to the Trustee  within  thirty (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 not  less  than  a  majority  in  principal  amount  of the
         Outstanding Notes, delivered to the Trustee and to the Company.

                  (d)      If at any time:

                           (i) the  Trustee  shall  cease to be  eligible  under
                  Section  6.07 and shall fail to resign after  written  request
                  therefor  by the Company or by any  Noteholder  who has been a
                  bona fide Holder of a Note for at least six (6) months, or

                           (ii) 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, or

                           (iii)  the  Trustee  shall  fail or  refuse to timely
                  carry out and discharge its duties hereunder,

         then, in any such case,  (i) the Company,  by a Board  Resolution,  may
         remove the  Trustee,  or (ii) any  Noteholder  who has been a bona fide
         Holder of a Note for at least  six (6)  months  may,  on behalf of such
         Noteholder  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  reason,  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 Notes 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 Noteholders and accepted appointment in
         the manner  hereinafter  provided,  any  Noteholder who has been a



                                       40
<PAGE>



         bona fide  Holder of a Note for at least six (6) months  may, on behalf
         of such  Noteholder  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 to
         the Noteholders in the manner provided for in Section 1.08. Each Notice
         shall include the name of the successor  Trustee and the address of its
         Corporate Trust Office.

         SECTION 6.09      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,  whether or not invested.  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  6.10  Merger,  Conversion,   Consolidation  or  Succession  to
                        Business.

         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  Notes  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 Notes so authenticated with the same effect
as if such successor Trustee had itself authenticated such Notes; and in case at
that time any of the Notes  shall not have  been  authenticated,  any  successor
Trustee  may  authenticate  such  Notes  either  in the name of any  predecessor
hereunder or in the name of the  successor  Trustee;  and in all such cases such
certificates  shall have the full force  which it is anywhere in the Notes or in
this  Indenture  provided  that  the  certificate  of the  Trustee  shall  have;
provided,  however, that the right to adopt the certificate of authentication of
any predecessor  Trustee or to authenticate Notes in the name of any



                                       41
<PAGE>



predecessor  Trustee  shall apply only to its successor or successors by merger,
conversion or consolidation.

         SECTION 6.11      Certain Duties and Responsibilities.

                  (a) Except during the  continuance of an Event of Default with
         respect to the Notes,

                           (i) the Trustee undertakes to perform such duties and
                  only such duties with respect to the Notes as are specifically
                  set  forth in this  Indenture,  and no  implied  covenants  or
                  obligations  with respect to the Notes shall be read into this
                  Indenture against the Trustee; and

                           (ii) 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, but not to verify the contents
                  thereof.

                  (b) In case an Event of Default has occurred and is continuing
         of which a Responsible Officer of the Trustee has actual knowledge, the
         Trustee  shall  exercise  such of the rights and powers vested in it by
         this  Indenture  with respect to the Notes,  and use the same degree of
         care and skill in their exercise, as a prudent person would exercise or
         use  under  the  circumstances  in the  conduct  of such  person's  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:

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

                           (ii) 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;

                           (iii) the Trustee shall not be liable with respect to
                  any action taken or omitted to be taken by it in good faith in
                  accordance  with the  direction of the  Noteholders,  given as
                  provided in Section  5.12,  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

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<PAGE>



                           (iv) 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 6.12      Meetings of Noteholders.

                  (a) The  Trustee or the  Noteholders  may convene a meeting at
         any time and from time to time to  consider  any matter  affecting  the
         interests  of the  Trustee or the Holders of the Notes,  including  the
         modification of the Terms and Conditions or this Indenture and to make,
         give or take any request,  demand,  authorization,  direction,  Notice,
         consent,  waiver or other action provided by this Indenture to be made,
         given or taken by Holders of the Notes.

                  (b) The  Trustee may at any time call a meeting of the Holders
         of the Notes for any purpose  specified in Section 6.12(a),  to be held
         at such time and at such place in the Borough of Manhattan, The City of
         New York,  or in the City of  London,  England,  as the  Trustee  shall
         determine. Notice of every meeting of the Holders of the Notes, setting
         forth the time and the place of such  meeting and in general  terms the
         action  proposed  to be  taken at such  meeting,  shall be given in the
         manner  provided  in Section  1.08,  not less than 21 nor more than 180
         days prior to the date fixed for the meeting.

                  (c) In case  at any  time  the  Company,  pursuant  to a Board
         Resolution,  or the  Holders  of at least  25% in  aggregate  principal
         amount of the  Outstanding  Notes shall have  requested  the Trustee to
         call a meeting  of the Holder of the Notes for any  purpose  other than
         specified  in Section  6.12(a),  by written  request  setting  forth in
         reasonable  detail the action proposed to be taken at the meeting,  and
         the Trustee shall not have made the first  publication of the Notice of
         such meeting  within 21 days after receipt of such request or shall not
         thereafter  proceed to cause the meeting to be held as provided herein,
         then the Company or the  Holders of the Notes in the amount  specified,
         as the case may be, may determine the time and the place in the Borough
         of Manhattan,  The City of New York, or in the City of London, England,
         for such meeting and may call such meeting for such  purposes by giving
         Notice thereof as provided in Section 1.08.

                  (d) To be  entitled  to vote at any  meeting of Holders of the
         Notes, a Person shall be (i) a Holder of one or more Outstanding Notes,
         or (ii) a Person  appointed by an  instrument in writing as proxy for a
         Holder or Holders of one or more  Outstanding  Notes by such  Holder or
         Holders.  The only  Persons  who shall be  entitled to be present or to
         speak at



                                       43
<PAGE>



         any meeting of  Noteholders  shall be the  Persons  entitled to vote at
         such meeting and their counsel,  any representatives of the Trustee and
         the Company, and their respective counsel.

                  (e) The quorum at any meeting  for  passing any  Extraordinary
         Resolution  will be one or more Persons present holding or representing
         25% or more in principal amount of the Outstanding Notes as of the date
         of the meeting,  or at any  adjourned  such meeting one or more Persons
         present  whatever the principal amount of the Notes held or represented
         by such  Person,  except  that at any  meeting,  the  business of which
         includes the modification of certain of the provisions of the Terms and
         Conditions   (including   Condition  8)  and  the  provisions  of  this
         Indenture,  the  necessary  quorum  and vote  required  for  passing an
         Extraordinary Resolution will be one or more Persons present holding or
         representing not less than a majority, or at any adjourned such meeting
         not less than  one-third,  of the principal  amount of the  Outstanding
         Notes. An Extraordinary Resolution passed at any meeting of the Holders
         of the Notes will be binding  on all  Holders of the Notes,  whether or
         not such Noteholders are present at the meeting,  and on the Holders of
         all Coupons.

                  (f) The Trustee may agree,  without the consent of the Holders
         of the Notes or the Coupons,  to any  modification  (subject to certain
         exceptions)  of, or to the  waiver or  authorization  of any  breach or
         proposed  breach  of,  any of the  Terms and  Conditions  or any of the
         provisions  of this  Indenture  which  is not,  in the  opinion  of the
         Trustee  materially  prejudicial to the interests of the Holders of the
         Notes or the Coupons or which is of a formal, minor or technical nature
         or to correct a manifest error.

         SECTION 6.13      Authenticating Agents.

         The Principal  Paying and Conversion  Agent may authenticate the Global
Note, the Temporary Notes and the Notes, as the Trustee's  Authenticating Agent.
The Trustee may, with the written consent of the Company,  appoint an additional
Authenticating  Agent  acceptable to the Company with respect to the Notes which
shall be authorized to act on behalf of the Trustee to authenticate Notes issued
upon exchange or substitution pursuant to this Indenture.

         Notes authenticated by an Authenticating Agent shall be entitled to the
benefits of this Indenture and shall be valid and obligatory for all purposes as
if authenticated by the Trustee hereunder, and every reference in this Indenture
to the  authentication  and  delivery of Notes by the  Trustee or the  Trustee's
certificate  of  authentication  shall be deemed to include  authentication  and
delivery on behalf of the Trustee by an  Authenticating  Agent and a certificate
of authentication  executed on behalf of the Trustee by an Authenticating Agent.
The Notes shall have endorsed  thereon the  certificate  of  authentication  set
forth in Exhibits A and B hereto. Each Authenticating  Agent shall be subject to
acceptance by the Company and shall at all times be a corporation  organized and
doing  business  under  the laws of the  United  States  of  America,  any state
thereof, the District of Columbia,  Luxembourg,  or England and Wales authorised
under such laws to act as  Authenticating  Agent and subject to  supervision  or
examination  by  government  or  other  fiscal  authority.  If at  any  time  an
Authenticating  Agent  shall  cease  to  be  eligible  in  accordance  with  the


                                       44
<PAGE>



provisions  of  this  Section  6.13,  such  Authenticating  Agent  shall  resign
immediately in the manner and with the effect specified in this Section 6.13.

         Any  corporation  into which an  Authenticating  Agent may be merged or
converted or with which it may be  consolidated,  or any  corporation  resulting
from any merger,  conversion or consolidation to which such Authenticating Agent
shall be a party,  or any  corporation  succeeding  to the  corporate  agency or
corporate  trust business of an  Authenticating  Agent,  shall continue to be an
Authenticating  Agent;  provided such  corporation  shall be otherwise  eligible
under this  Section  6.13,  without the  execution or filing of any paper or any
further act on the part of the Trustee or the Authenticating Agent.

         An Authenticating Agent may resign at any time by giving written Notice
thereof to the Trustee and to the Company. The Trustee may at any time terminate
the agency of an  Authenticating  Agent by giving written Notice thereof to such
Authenticating  Agent  and to the  Company.  Upon  receiving  such a  Notice  of
resignation  or  upon  such  a  termination,   or  in  case  at  any  time  such
Authenticating  Agent  shall  cease  to  be  eligible  in  accordance  with  the
provisions  of  this  Section   6.13,   the  Trustee  may  appoint  a  successor
Authenticating Agent which shall be subject to acceptance by the Company.

         The  Company  agrees to pay to each  Authenticating  Agent from time to
time reasonable compensation for this service under Section 6.13.

                                  ARTICLE SEVEN

                    NOTEHOLDERS' LISTS AND REPORTS BY COMPANY

         SECTION 7.01      Disclosure of Names and Addresses of Noteholders.

         Every  Noteholder,  by receiving and holding the same,  agrees with the
Company and the Trustee  that  neither the Company nor the Trustee nor any agent
of either of them shall be held  accountable  by reason of the disclosure of any
such information as to the names and addresses of the Noteholders  regardless of
the source from which such information was derived.

         SECTION 7.02      Reports by Company.

         The Company shall:

                  (a) 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 Exchange  Act; or, if the Company is not required
         to file  information,  documents or reports  pursuant to



                                       45
<PAGE>



         either of said  Sections,  then, on the 120th day following the initial
         issuance of the Notes and annually  thereafter,  it shall file with the
         Trustee, 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  Exchange  Act in  respect  of a security  listed and
         registered on a national  securities exchange as may be prescribed from
         time to time in such rules and regulations; and

                  (b) file  with the  Trustee,  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.

                                            ARTICLE EIGHT

              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER, OR LEASE

         SECTION 8.01      Company May Consolidate, Etc., Only on Certain Terms.

         The  Company  will not  merge  or  consolidate  with or  sell,  convey,
transfer  or lease  or  otherwise  dispose  of all or  substantially  all of its
properties or assets substantially as an entirety to any Person, unless:

                  (a) either (i) the Company  shall be the  surviving  Person or
         (ii)  the  Person  (if  other   than  the   Company)   formed  by  such
         consolidation  or into which the Company is merged or the Person  which
         acquires by conveyance or transfer, or which leases, the properties and
         assets  of the  Company  substantially  as an  entirety  (1) shall be a
         Person  organized  and  validly  existing  under the laws of the United
         States of America,  any state  thereof or the  District of Colombia and
         (2) shall expressly assume, by a trust indenture  supplemental  hereto,
         executed  and  delivered to the Trustee,  in form  satisfactory  to the
         Trustee,  the Company's  obligation for the due and punctual payment of
         the principal of and interest on all the Notes and the  performance and
         observance  of  every  covenant  of this  Indenture  on the part of the
         Company to be performed or observed;

                  (b) immediately  after giving effect to such  transaction (and
         treating any Indebtedness which becomes an obligation of the Company in
         connection  with or as a result  of such  transaction  as  having  been
         incurred  at the  time of such  transaction),  no  Default  or Event of
         Default shall have occurred and be continuing; and

                  (c) the Company or such  Person  shall have  delivered  to the
         Trustee  an  Officers'  Certificate  and an Opinion  of  Counsel,  each
         stating that such consolidation,  merger, conveyance, transfer or lease
         and, if a  supplemental  indenture is required in connection  with such
         transaction,  such supplemental  indenture  complies with Article 9



                                       46
<PAGE>



         and that all conditions  precedent herein provided for relating to such
         transaction have been complied with.

         SECTION 8.02      Successor Substituted.

         Upon any  consolidation  of the  Company  with or merger of the Company
with or into  any  other  Person  or any  conveyance,  transfer  or lease of the
properties and assets of the Company  substantially as an entirety to any Person
in  accordance   with  Section  8.01,  the  successor   Person  formed  by  such
consolidation  or into which the Company is merged or to which such  conveyance,
transfer or lease 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  Person had been named as the Company  herein,
and in the event of any such  conveyance  or transfer,  the Company  (which term
shall for this  purpose  mean the  Person  named as the  "Company"  in the first
paragraph of this  Indenture  or any  successor  Person which shall  theretofore
become such in the manner  described in Section  8.01),  except in the case of a
lease, shall be discharged of all obligations and covenants under this Indenture
and the Notes and may be dissolved and liquidated.

                                  ARTICLE NINE

                             SUPPLEMENTAL INDENTURES

         SECTION 9.01    Supplemental Indentures Without Consent of Noteholders.

         Without the consent of any Noteholders, the Company, when authorized by
or pursuant to 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:

                  (a) to  evidence  the  succession  of  another  Person  to the
         Company and the  assumption  by any such  successor of the covenants of
         the Company contained herein and in the Notes; or

                  (b) to add to the  covenants of the Company for the benefit of
         the  Noteholders  of one or more series of Notes (and if such covenants
         are to be for the  benefit  of only one series of Notes,  stating  that
         such covenants are expressly  being included  solely for the benefit of
         one  specified  series)  or to  surrender  any  right or  power  herein
         conferred upon the Company; or

                  (c) to add  any  additional  Events  of  Default  (and if such
         Events  of  Default  are to be for the  benefit  of only one  series of
         Notes,  stating that such Events of Default are being  included  solely
         for the benefit of such series); or

                                       47
<PAGE>



                  (d) to evidence and provide for the  acceptance of appointment
         hereunder  by a  successor  Trustee  pursuant  to the  requirements  of
         Section 6.09; or

                  (e) to cure  any  ambiguity  or  defect  in or to  correct  or
         supplement any provision  herein which may be defective or inconsistent
         with any other provision  herein,  or to make any other provisions with
         respect to matters or questions arising under this Indenture;  provided
         that such  action  shall not  adversely  affect  the  interests  of the
         Noteholders in any material respect; or

                  (f)      to secure the Notes of any series; or

                   (g) to add to or change any of the provisions  hereof to such
         extent as shall be  necessary to permit or  facilitate  the issuance of
         the Notes of any series; or

                  (h) to add  to,  change  or  eliminate  any of the  provisions
         hereof in respect of one or any series of Notes, provided that any such
         addition, change or elimination (i) shall neither (1) apply to any Note
         of any  series  created  prior to the  execution  of such  supplemental
         indenture and entitled to the benefit of such  provision nor (2) modify
         the  rights of the  Noteholder  of any such Note with  respect  to such
         provision  or (ii) shall  become  effective  only when there is no such
         Note outstanding; or

                  (i) to establish  the form or terms of Notes of any series but
         only as permitted by Sections 2.01 and 3.01.

         SECTION 9.02 Supplemental Indentures with Consent of Noteholders.

         With the  consent of the  Noteholders  of not less than a  majority  in
principal amount of the Outstanding Notes, by Act of said Noteholders  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  Noteholders  under this  Indenture;
provided,  that no such supplemental indenture shall, without the consent of the
Holder of each Outstanding Note affected thereby:

                  (a) change the Stated  Maturity  of the  principal  of, or any
         instalment  of  principal  of or interest  on, any Note,  or reduce the
         principal amount thereof or the rate of interest thereon, or change the
         coin or currency in which any Note or the interest  thereon is payable,
         or impair the right to institute  suit for the  enforcement of any such
         payment  after  the  Stated  Maturity  thereof  (or,  in  the  case  of
         redemption, on or after the Redemption Date), or

                  (b)  reduce  the   percentage  in  principal   amount  of  the
         Outstanding  Notes,  the consent of whose  Holders is required  for any
         such  supplemental  indenture,  or the  consent  of



                                       48
<PAGE>



         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

                  (c) modify any of the  provisions  of this  Section or Section
         5.13, 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  Outstanding  Note affected  thereby;
         provided,  that this clause  shall not be deemed to require the consent
         of any  Noteholder  with respect to changes in the  references  to "the
         Trustee" and concomitant changes in this Section and elsewhere,  or the
         deletion  of this  proviso,  in  accordance  with the  requirements  of
         Section 6.09 and 9.01(d), or

                  (d) modify any of the  provisions  of Section  10.10 or any of
         the provisions of this Indenture  relating to the  subordination of the
         Note in a manner adverse to the Holders thereof.

         It shall not be necessary for any Act of Noteholders 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  6.11) 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 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 Notes theretofore or thereafter  authenticated and delivered  hereunder shall
be bound thereby.

                                       49
<PAGE>



         SECTION 9.05      Reference in Notes to Supplemental Indentures.

         Notes   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 Notes so  modified  as to  conform,  in the  opinion of the  Trustee and the
Company, to any such supplemental  indenture may be prepared and executed by the
Company  and  authenticated  and  delivered  by  the  Trustee  in  exchange  for
Outstanding Notes.

         SECTION 9.06      Notice of Supplemental Indentures.

         Promptly  after the  execution  by the  Company  and the Trustee of any
supplemental  indenture  pursuant to the provisions of Section 9.02, the Company
shall give Notice thereof to the Holders of each Outstanding  Note affected,  in
the manner  provided for in Section  1.08,  setting  forth in general  terms the
substance of such supplemental indenture.

                                   ARTICLE TEN

                                    COVENANTS

         SECTION 10.01     Payment of Principal and Interest.

         The Company covenants and agrees for the benefit of the Noteholders and
the  Couponholders  that it will duly and  punctually  pay the  principal of and
interest  on the  Notes in  accordance  with the  terms  of the  Notes  and this
Indenture.

         SECTION 10.02     Maintenance of Office or Agency.

         The Company will maintain in Luxembourg  and in not less than one other
European  city an office or agency where Notes may be  presented or  surrendered
for payment, where Notes may be surrendered for conversion or exchange and where
Notices  and  demands  to or upon the  Company  in respect of the Notes and this
Indenture  may be  served.  The  office  of the  Luxembourg  Paying  Agent at 43
Boulevard  Royal,  L-2955  Luxembourg  and the  corporate  trust  office  of the
Principal Paying Agent at Mariner House, Pepys Street,  London EC3N 4DA, England
shall be such  offices or agencies  of the  Company,  unless the  Company  shall
designate  and maintain  some other  offices or agencies for one or more of such
purposes  pursuant to the terms of that  certain  Paying and  Conversion  Agency
Agreement of even date herewith (the "Agency Agreement").  The Company will give
prompt  written  Notice to the Trustee of any change in the location of any such
offices or agencies.  If at any time the Company shall fail to maintain any such
required  offices or  agencies  or shall fail to furnish  the  Trustee  with the
address thereof, such presentations, surrenders, Notices and demands may be made
or served at the Corporate  Trust Office of the Trustee,  and the Company hereby
appoints the Trustee as its agent to receive all such presentations, surrenders,
Notices and demands.

                                       50
<PAGE>



         The  Company  may also from time to time  designate  one or more  other
offices or agencies  (in or outside of Europe)  where the Notes may be presented
or  surrendered  for any or all such  purposes and may from time to time rescind
any such designation;  provided, that no such designation or rescission shall in
any manner relieve the Company of its obligation to maintain an office or agency
in Europe for such purposes.  The Company will give prompt written Notice to the
Trustee of any such  designation or rescission and any change in the location of
any such other office or agency.

         SECTION 10.03 Money for 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 or interest on any of the Notes,
segregate  and hold in trust for the benefit of the Persons  entitled  thereto a
sum  sufficient to pay the principal 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 for the
Notes,  it will,  on or  before  3:00 p.m.  (London  time) on the  Business  Day
immediately  preceding  each due date of the  principal  of or  interest  on any
Notes,  deposit with a Paying  Agent a sum  sufficient  to pay the  principal or
interest  so becoming  due,  such sum to be held in trust for the benefit of the
Persons entitled to such principal or interest, and (unless such Paying Agent is
the Trustee) the Company will promptly  notify the Trustee of such action or any
failure so to act.

         Pursuant to the terms of the Agency Agreement,  each Paying Agent shall
agree with the Trustee,  subject to the  provisions of this  Section,  that such
Paying Agent will:

                  (a) hold all sums held by it for the payment of the  principal
         of or  interest  on Notes  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;

                  (b) give the  Trustee  Notice of any Default by the Company in
         the making of any payment of principal or interest; and

                  (c) 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 sums.

                                       51
<PAGE>



         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 or interest on any
Note and remaining  unclaimed for two (2) years after such principal 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 Note 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 the Authorized
Newspapers,  Notice that such money  remains  unclaimed  and that,  after a date
specified  therein,  which  shall not be 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 10.04     Corporate Existence.

         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 of the Company;  provided,  however, that
the Company shall not be required to preserve any such right or franchise if the
Board of Directors shall determine that the preservation thereof is no longer in
the best  interests  of the  Company  and its  Subsidiaries  as a whole  and the
conduct  of their  collective  businesses,  and that  the  loss  thereof  is not
disadvantageous  in any  material  respect  to the  Noteholders;  and  provided,
further,  that  nothing  contained  in this  Section  10.04 shall  prohibit  any
transaction permitted by Article Eight.

         SECTION 10.05     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,  (a) all  taxes,  assessments  and
governmental  charges  levied or imposed upon the Company or any  Subsidiary  or
upon the income,  profits or property of the Company or any  Subsidiary  and (b)
all lawful claims for labour,  materials and supplies which, if unpaid, might by
law become a Lien upon the property of the Company or any Subsidiary;  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 10.06     Maintenance of Properties.

         The  Company  will  cause all  properties  owned by the  Company or any
Subsidiary  or used  or  held  for use in the  conduct  of its  business  or the
business of any Subsidiary to be maintained and kept in good  condition,  repair
and working  order  (ordinary  wear and tear  excepted)  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 conducted at all times;



                                       52
<PAGE>



provided,  however,  that nothing in this Section shall prevent the Company from
discontinuing  the maintenance of any of such properties if such  discontinuance
is, in the judgment of the Company,  desirable in the conduct of its business or
the business of any Subsidiary and not  disadvantageous  in any material respect
to the  Noteholders,  and  provided,  further,  that  nothing  contained in this
Section 10.06 shall prohibit any transaction permitted by Article Eight.

         SECTION 10.07     Insurance.

         The  Company  will  at all  times  keep  all of the  Company's  and its
Subsidiaries' properties which are of an insurable nature insured with insurers,
believed by the Company to be responsible,  against loss or damage to the extent
that  property  of similar  character  is  usually  so  insured by  Corporations
similarly  situated and owning like  properties in similar  geographic  areas in
which the Company or such Subsidiary  operates;  provided that such insurance is
generally available at commercially  reasonable rates, and provided further that
the Company or such  Subsidiary  may  self-insure  directly  or through  captive
insurers or insurance  cooperatives,  to the extent that the Company  determines
that such practice is consistent with prudent business practices. Such insurance
shall be in such  amount,  on such terms,  in such forms and for such periods as
are  customary for similarly  situated  Persons in the Company's  industry or in
insurance markets available to the Company.

         SECTION 10.08     Statement by Officers as to Default.

         The Company will deliver to the Trustee at its Corporate  Trust Office,
within 120 days after the end of each fiscal year, a brief Officers' Certificate
including a statement  by the officer  executing  such  certificate  that in the
course of performing his or her duties as an officer of the Company such officer
would normally obtain  knowledge of (i) whether or not any Default exists in the
performance  and  observation  of any terms,  provisions  and conditions of this
Indenture  and (ii)  whether or not the Company has  otherwise  kept,  observed,
performed  and fulfilled its  obligations  under this  Indenture in all material
respects.  Such Officers'  Certificate  shall further  state,  as to the officer
signing such  certificate,  to the knowledge of such officer,  as of the date of
such Officers' Certificate,  (i) whether or not any Default exists, (ii) whether
or not the Company during the preceding  fiscal year kept,  observed,  performed
and fulfilled in all material respects each and every covenant and obligation of
the Company under this Indenture and (c) whether or not there was any Default in
the performance and observance of any of the terms,  provisions or conditions of
this  Indenture  during such preceding  fiscal year. If the officer  signing the
Officers'  Certificate  knows  of  such a  Default,  whether  then  existing  or
occurring  during such preceding  fiscal year, the Officers'  Certificate  shall
describe such Default and its status with particularity.  The Company shall also
promptly notify the Trustee if the Company's  fiscal year is changed so that the
end thereof is on any date other than the then current fiscal year end date. For
purposes of this Section  10.08,  such  compliance  shall be determined  without
regard to any period of grace  granted by the Trustee or  requirement  of Notice
under this  Indenture.  The Company will deliver to the Trustee,  forthwith upon
becoming aware of any default in the  performance or observance of any covenant,
agreement or condition contained in this Indenture,  or any Event of Default, an
Officers'  Certificate  specifying with  particularity  such Default or Event of
Default  and further  stating  what action the Company has taken or is taking or
proposes to take with respect thereto.

                                       53
<PAGE>



         SECTION 10.09     Provision of Financial Statements.

         Whether or not the Company is subject to Section  13(a) or 15(d) of the
Exchange Act, the Company will, to the extent  permitted under the Exchange Act,
file with the Trustee the annual reports,  quarterly reports and other documents
which the Company would have been required to file with the Commission  pursuant
to such Sections  13(a) or 15(d) if the Company were so subject,  such documents
to be  filed  with the  Commission  on or prior  to the  respective  dates  (the
"Required  Filing  Dates") by which the Company  would have been  required so to
file such documents if the Company were so subject. The Company will also in any
event (x)  within 15 days of each  Required  Filing  Date file with the  Trustee
copies of the annual  reports,  quarterly  reports and other documents which the
Company has filed with the  Commission  or would have been required to file with
the  Commission  pursuant to Section  13(a) or 15(d) of the  Exchange Act if the
Company  were subject to such  Sections and (y) if filing such  documents by the
Company with the  Commission is not permitted  under the Exchange Act,  promptly
upon  written  request,  supply  copies  of such  documents  to any  prospective
Noteholder at the Company's cost.

         SECTION 10.10     Limitation on Other Indebtedness.

         Neither the Company nor any  Subsidiary  will  create,  incur,  assume,
guarantee or in any other manner become  directly or  indirectly  liable for the
payment  of any  Indebtedness  that is senior in right of  payment to the Notes,
except  other  Senior  Indebtedness  ranking pari passu with the Notes which may
rank  senior to the Notes only to the  extent of any  collateral  securing  such
Senior Indebtedness.

         SECTION 10.11     Waiver of Certain Covenants.

         The  Company  may omit in any  particular  instance  to comply with any
term, provision or condition set forth in Sections 10.05 through 10.07, 10.09 or
10.10 if before or after the time for such  compliance the Holders of at least a
majority  in  principal  amount  of  the  Outstanding  Notes,  by  Act  of  such
Noteholders, waive such compliance in such instance with such term, provision or
condition,  but no such waiver shall extend to or affect such term, provision 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 term,  provision or condition  shall remain in full force
and effect.

         SECTION 10.12     Restrictions on Charter Amendments.

         The Company will not amend its Certificate of  Incorporation  or Bylaws
except as required by law or except to the extent that such amendment  would not
have a material  adverse effect on (a) the ability of the Company to perform its
obligations  under  this  Indenture  or the  Notes  or  (b)  the  rights  of the
Noteholders,  except  that  neither  (i)  increases  in the number of Shares and
issuance  thereof with related  securities,  nor (ii)  designations of Preferred
Stock  of the  Company,  modifications  of the  terms of such  designations  and
issuance thereof with related securities, nor (iii)



                                       54
<PAGE>



modification or expansion of the indemnity provisions provided by the Company to
its directors and officers,  nor (iv) change of the Company's  registered  agent
shall be deemed an amendment hereunder.

         SECTION 10.13     United States Withholding and Reporting Requirements.

         To the  extent  permitted  by law,  the  Company  will  provide  to the
Trustee, the Paying Agents or to any Noteholder such statements, certificates or
other documentation  concerning the organization or operations of the Company as
may be  reasonably  necessary to establish any  exceptions  or  exemptions  from
United States Federal income tax withholding and reporting requirements.

         SECTION 10.14     Maintenance of Listings for Notes and Shares.

         During the term of the Notes,  the Company  will  maintain a listing of
the Notes on the  Luxembourg  Stock  Exchange and a quotation for all the issued
Shares on Nasdaq, it being understood that if the Company is unable to obtain or
maintain  such  listing of Notes or Shares,  to obtain and maintain a listing of
all the Notes or all the Shares issued on the exercise of the Conversion  Rights
on such  Alternative  Stock  Exchange as the Company may from time to time (with
the written consent of the Trustee)  determine and will forthwith give notice to
the  Noteholders in accordance  with Section 1.08 of the listing,  de-listing or
quotation  or lack of  quotation of the Notes or Shares (as a class) by any such
Alternative Stock Exchange.

                                 ARTICLE ELEVEN

                               REDEMPTION OF NOTES

         SECTION 11.01     Right of Redemption.

         (a) On giving notice pursuant to Section 11.05,  the Company may redeem
all of the Notes  for the time  being  outstanding  at their  principal  amount,
together with interest  accrued to the Redemption  Date, in the event that prior
to the date of such Notice,  Conversion  Rights shall have been exercised and/or
purchases (and corresponding cancellations) have been effected in respect of 85%
or more in principal amount of the Notes.

         (b) At any time after  December 15, 2001, the Holder of any Note may at
its option, by completing, signing and depositing at the specified office of any
Paying Agent during normal  business hours of such Agent, a Notice of redemption
in the form set  forth as  Exhibit  E  hereto  (or for the time  being  current)
obtainable  from any Paying Agent,  specifying a date for  redemption,  together
with the  Bearer  Notes  with  all  unmatured  Coupons  attached  thereto  to be
redeemed, require the Company to redeem in U.S. dollars all or some of the Notes
held  by it at 110% of the  aggregate  principal  amount  of  such  Notes,  plus
interest  (if  any)  accrued  to the date of  redemption.  Any  such  Notice  of
redemption will be irrevocable,  unless its revocation is



                                       55
<PAGE>



approved  in  writing by the  Company  not later than five (5) days prior to the
date for redemption of the relevant Notes.

         (c) Redemption shall be subject to the conditions specified in the form
of Note and, except as otherwise  provided in Section 11.01 (b), at a Redemption
Price equal to 100% of the principal  amount thereof,  together with accrued and
unpaid  interest  to the  Redemption  Date,  but  only to the  extent  that  all
unmatured Coupons are attached to such Notes.

         SECTION 11.02     Applicability of Article.

         Redemption  of Notes at the  election of the Company or  otherwise,  as
permitted  or  required by any  provision  of this  Indenture,  shall be made in
accordance with such provision and this Article.

         SECTION 11.03     Election to Redeem; Notice to Trustee.

         The action of the Company to redeem any Notes pursuant to Section 11.01
shall be evidenced by a Board Resolution.  In case of any redemption pursuant to
Section  11.01,  the Company  shall,  at least 30 days and not more than 60 days
prior to the Redemption Date fixed by the Company (unless a shorter Notice shall
be satisfactory to the Trustee),  notify the Trustee of such Redemption Date and
of the principal amount of Notes to be redeemed.

         SECTION 11.04     [Intentionally omitted].

                                       56
<PAGE>



         SECTION 11.05     Notice of Redemption.

         Notice  of  redemption  shall be given in the  manner  provided  for in
Section 1.08 not less than 30 days nor more than 60 days prior to the Redemption
Date, to each Holder of Notes to be redeemed.

         All Notices of redemption shall state:

                  (a)      the Redemption Date;

                  (b)      the Redemption Price;

                  (c) if less than all Outstanding Notes are to be redeemed, the
         identification (and, in the case of a partial redemption, the principal
         amounts) of the particular Notes to be redeemed;

                  (d) that on the Redemption Date the Redemption Price (together
         with  accrued  and unpaid  interest,  if any,  to the  Redemption  Date
         payable as provided in Section  11.07,  but only with  respect to Notes
         with all unmatured  Coupons  attached) will become due and payable upon
         each such  Note,  or the  portion  thereof,  to be  redeemed,  and that
         interest thereon will cease to accrue on and after said date;

                  (e) the place or places where such Notes are to be surrendered
         for payment of the Redemption Price; and

                  (f) pursuant to Section  3.13,  any ISIN or other  identifying
numbers relating to the Notes.

         Notice of  redemption  of Notes 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.

         SECTION 11.06     Deposit of Redemption Price.

         Not less  than one  Business  Day  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  10.03) an amount of money  sufficient to pay the Redemption
Price of, and  accrued  and unpaid  interest  on, all the Notes  which are to be
redeemed on that date.

                                       57
<PAGE>



         SECTION 11.07     Notes Payable on Redemption Date.

         Notice of redemption having been given as aforesaid, the Notes so to be
redeemed shall, on the Redemption Date, become due and payable at the Redemption
Price therein specified  (together with accrued and unpaid interest,  if any, to
the  Redemption  Date,  subject to the delivery of all unmatured and matured but
unpaid Coupons),  and from and after such date (unless the Company shall default
in the payment of the Redemption Price) such Notes shall cease to bear interest.
Upon surrender of any such Note for  redemption in accordance  with said Notice,
such Note shall be paid by the Company at the  Redemption  Price,  together with
accrued interest, if any, to the Redemption Date, to the extent that all matured
and unpaid and unmatured Coupons, if any, are attached;  provided, however, that
instalments of interest  whose Stated  Maturity is on or prior to the Redemption
Date shall be payable to the Holders of such Notes,  or one or more  Predecessor
Notes, according to their terms.

         If any Note called for  redemption  shall not be so paid upon surrender
by the Noteholder as prescribed hereunder thereof for redemption,  the principal
shall, until paid, bear interest from the Redemption Date at the rate prescribed
therefor  in the Notes.  In the event that the Company  shall  default in making
payment  in full in  respect  of any Note  which  shall  have  been  called  for
redemption  prior to December 15, 2002, on the  Redemption  Dates the Conversion
Right attaching to such Note will continue to be exercisable  (unless previously
exercised  by the  Trustee or the  Company)  up to, and  including  the close of
business  (at the  place  where the Note is  deposited  in  connection  with the
exercise of the Conversion  Right) on the date upon which the full amount of the
monies  payable in respect of such Note has been duly received by the Trustee or
the Principal Paying Agent or, if earlier, December15, 2002.

         SECTION 11.08     Surrender of Notes

         Each  Note  should  be  presented  for  redemption  together  with  all
unmatured  Coupons  relating to such Note,  failing which the full amount of any
missing  unmatured  Coupon  (or,  in the case of payment not being made in full,
that  proportion of the full amount of the missing  unmatured  Coupons which the
amount so paid bears to the total  amount due) will be deducted  from the amount
due for payment.  Each amount so deducted  will be paid in the manner  mentioned
above against  presentation and surrender (or, in the case of part payment only,
endorsement)  of such  missing  Coupon at any time before the expiry of five (5)
years after the Relevant Date in respect of the relevant Note.

         SECTION 11.09     Conversion on Redemption

                  (a) The Trustee may, at its absolute  discretion  (and without
         any responsibility for any loss occasioned thereby),  within the period
         commencing  on the date four (4) Business  Days prior to, and ending at
         the close of business on the Business Day prior to the Redemption Date,
         of any of the Notes  elect by  Notice  in  writing  to the  Company  to
         convert as of such  Redemption  Date the aggregate  number of Notes due
         for  conversion on such date any  Unexercised  Notes into Shares at the
         Conversion  Price  applicable at such  Redemption



                                       58
<PAGE>



         Date if all  necessary  consents  (if any) have been  obtained  and the
         Trustee  is  satisfied  or  is  advised  by  a  reputable   independent
         investment  bank  appointed by it that the net proceeds of an immediate
         sale of the  Shares  arising  from such  conversion  (disregarding  any
         liability  (other than a liability  of the Trustee) for taxation or the
         payment of any capital,  stamp, issue or registration duties consequent
         thereon)  would be likely to exceed by 5 percent  or more the amount of
         redemption  monies and  interest  which would  otherwise  be payable in
         respect of interest  accrued and unpaid since the Interest Payment Date
         immediately preceding such Redemption Date or if such date falls before
         the first Interest  Payment Date,  since the Closing Date in respect of
         such Unexercised Notes.

                  (b) Subject to  applicable  law, the Trustee shall arrange for
         the sale on  behalf  of the  Holders  of the  Unexercised  Notes of the
         Shares issued on such conversion as soon as  practicable,  and (subject
         to any necessary  consents  being  obtained and to the deduction by the
         Trustee of any amount which it  determines  to be payable in respect of
         its liability to taxation or the payment of any capital,  stamp,  issue
         or  registration  duties (if any) and any costs incurred by the Trustee
         in connection with that allotment and sale thereof) the net proceeds of
         sale together with accrued and unpaid interest  payable under Condition
         8(B)(iv)  of the Terms and  Conditions  of the Notes in respect of such
         Unexercised Notes (if any) shall be held by the Trustee and distributed
         by  the  Principal  Paying  Agent  rateably  to  the  Holders  of  such
         Unexercised Notes against due presentation in accordance with Condition
         7 of the Terms and  Conditions  of the  Notes.  The  amount of such net
         proceeds of sale shall be treated  for all  purposes as the full amount
         due by the Company in respect of such Unexercised Notes.

                                       59
<PAGE>



                                 ARTICLE TWELVE

                                   CONVERSION

         SECTION 12.01     Conversion Right and Conversion Price.

                           (a)   Subject  to  and  upon   compliance   with  the
         provisions of this  Article,  at the option of the  Noteholder,  at any
         time from and after the first Business Day following termination of the
         Restricted Period and (i) up to the close of business on December122002
         (but in no event  thereafter),  or (ii) if such  Note  shall  have been
         called for  redemption  pursuant to Article  Eleven up to and including
         two (2)  Business  Days  prior to the  Redemption  Date any Note may be
         converted  at  the  principal   amount  thereof  into  fully  paid  and
         non-assessable Conversion Shares at the Conversion Price.

                           (b)  Notes   voluntarily   converted   following  the
         Restricted  Period but prior to December 15, 1998, will be converted at
         a five percent (5%) discount from the then effective Conversion Price.

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<PAGE>



                           (c) In the  event  the  Company  at any time and from
         time to time after the Restricted  Period issues shares of Common Stock
         or Common  Stock  Equivalents  at a price less than the then  effective
         Conversion  Price, the Conversion Price shall be deemed adjusted to the
         price at which such shares of Common Stock or Common Stock  Equivalents
         were  issued  and the  Noteholders  shall  have the right and option to
         convert their Notes at such price (the  "Temporary  Conversion  Price")
         into shares of Common  Stock for a period of sixty (60)  calendar  days
         following notice by the Company of any such Temporary Conversion Price;
         provided,  however, that the foregoing shall not apply to any issuances
         (i) pursuant to the  conversion  or exercise of issued and  outstanding
         shares of Common Stock or Common Stock  Equivalents;  (ii)  pursuant to
         the Notes;  (iii)  pursuant to conversion of any currently  outstanding
         securities  of the Company  (including  any  warrants)  or any Warrants
         issued  pursuant to the Offering;  (iv) pursuant to any plan adopted by
         the Company for the purchase of stock in  connection  with any employee
         compensation or benefit plan of the Company or any of its  Subsidiaries
         whether now in effect or hereafter created or amended,  including,  but
         not limited to, the Company's 1995 Stock Plan,  1994 Stock Option Plan,
         1995 Director  Option Plan and 1995 Employee  Stock  Purchase Plan; (v)
         pursuant  to any  compensation  arrangement  approved  by the  Board of
         Directors  of the  Company  with any  director,  officer or employee or
         proposed  director,   officer,  or  employee  of  the  Company  or  any
         Subsidiary;  (vi) pursuant to the incurrence of any Senior Indebtedness
         secured  primarily  by  the  assets  of  the  Company  or  any  of  its
         Subsidiaries;  (vii)  where the shares  are issued for a  consideration
         other than cash (including in connection with an acquisition of assets,
         stock  or a  business)  and  the  Board  of  Directors  of the  Company
         determines in good faith that such transaction is fair from a financial
         point of view and is in the best interests of the Company; and ; (viii)
         where the number of shares of Common  Stock  pursuant to such  issuance
         will not  exceed  two  percent  (2%) of the  number of shares of Common
         Stock into which the Notes are then convertible.  During the Restricted
         Period,  the Company  will not issue  shares of Common  Stock or Common
         Stock Equivalents at less than the Conversion Price, except as provided
         under (i) through  (viii) above.  Notice of any such issuance  shall be
         given by the  Company  in  accordance  with  Section  1.08 of the Trust
         Indenture (which notice shall be irrevocable) by publication in two (2)
         Authorized Newspapers, one of which is required to be a general leading
         newspaper in Luxembourg,  which is expected to be the Luxembourg  Wort.
         Upon any such  conversion  of any Note by a Noteholder  pursuant to the
         foregoing,  payment will be made for interest accrued during the period
         from the most recent  Interest  Payment  Date to the  Conversion  Date.
         Immediately  after  expiration  of such  sixty  (60)  day  period,  the
         Conversion  Price shall be deemed reset to the  Conversion  Price as in
         effect  immediately  prior to such  issuance of Common  Stock or Common
         Stock Equivalents, subject to any adjustments that would otherwise have
         been made in such  Conversion  Price  pursuant to Condition 7(C) during
         the effectiveness of such Temporary Conversion Price.

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<PAGE>



                           (d) If any time on or after June 15, 1999, the Market
         Price of the  shares of  Common  Stock on each day in any  thirty  (30)
         consecutive day period, the first day of which falls on or after May 9,
         1999,  is equal to or greater than 160% of the  Conversion  Price,  the
         Company may at its option cause the Notes to be converted,  in whole or
         in part, at their principal amount,  into fully paid and non-assessable
         Conversion  Shares at the Conversion  Price.  Upon any such conversion,
         payment will be made to each Noteholder for interest accrued during the
         period from the most recent  Interest  Payment  Date to the  Conversion
         Date.

                  (e)  The  Conversion   Price  shall  be  adjusted  in  certain
         instances as provided in Section 12.04.

                  (f) Except as otherwise  provided in Sections 12.01(c) and (d)
         , a holder  of shares of Common  Stock  issued on  conversion  of Notes
         shall not be entitled to any rights for any Record Date which  precedes
         the relevant Conversion Date.

         SECTION 12.02     Exercise of Conversion Right.

                  (a) In order to exercise the Conversion  Right, the Noteholder
         to be converted  shall provide Notice to the  Conversion  Agent that it
         intends to  exercise  its  Conversion  Right and shall  surrender  such
         Bearer Note or Notes and all unmatured  Coupons,  including the one for
         the next due interest payment, to the Conversion Agent at its corporate
         trust  offices,  or  such  other  office  of any  Conversion  Agent  as
         published in the Authorized  Newspapers from time to time,  accompanied
         by written  Notice (as set forth in Exhibit D hereto) to the Conversion
         Agent that the  Noteholder  elects to convert  such Note.  A Conversion
         Notice once delivered shall be irrevocable.

                  (b) Bearer Notes shall be deemed to have been converted on the
         Conversion  Date, and at such time,  except as provided in this Section
         12.02 below, the rights of the Noteholders as Noteholders  shall cease,
         and the Person or Persons entitled to receive the Common Stock issuable
         upon conversion  shall be treated for all purposes as the record holder
         or  holders  of  such  Common  Stock  at  such  time.  As  promptly  as
         practicable  on or after the  Conversion  Date, the Company shall issue
         and  shall  deliver  through  the  Conversion  Agent at the  Conversion
         Agent's office or agency a certificate or  certificates  for the number
         of full  shares of Common  Stock  issuable  upon such  conversion.  The
         Conversion Agent shall deliver the share certificate or certificates in
         accordance with the instructions set forth in the Notice of exercise of
         Conversion Rights.

                  (c) Except as otherwise provided in Sections 12.01(c) and (d),
         if the  Conversion  Date is a date other than an Interest  Payment Date
         the Company shall not pay and the  Noteholder  shall not be entitled to
         receive  any  interest  accrued  on the  Notes  from the last  Interest
         Payment Date prior to the Conversion Date.

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<PAGE>



                  (d) Except as  otherwise  provided in Condition  8(B)(iv),  no
         Noteholder will be entitled upon  conversion  thereof to any payment or
         adjustment  on account of  interest  on the Notes or  dividends  on the
         shares of Common Stock issued in connection therewith.

         SECTION 12.03  Calculation of Shares Issued on Conversion and Fractions
of Shares.

         The  number of Shares  to be  issued  on  conversion  of a Note will be
determined by dividing the  principal  amount of the Note to be converted by the
Conversion Price in effect on the Conversion Date, with the result being rounded
down to the nearest  whole number.  No cash in lieu of or  fractional  shares of
Common  Stock shall be issued upon  conversion  of Notes.  If more than one Note
shall be  surrendered  for  conversion at one time by the same  Noteholder,  the
number of full Shares which shall be issuable upon  conversion  thereof shall be
computed  on the  basis of the  aggregate  principal  amount  of the  Notes  (or
specified portions thereof) so surrendered.

         SECTION 12.04     Adjustment of Conversion Price.

                  (a) Dividends or  Distributions  of Common Stock.  In case the
         Company  shall  pay or make a  dividend  or other  distribution  on its
         Common  Stock  exclusively  in  Common  Stock  or  shall  pay or make a
         dividend or other  distribution  on any other class of capital stock of
         the Company which dividend or distribution  includes Common Stock,  the
         Conversion  Price in effect at the  opening of business on the day next
         following the date fixed for the determination of stockholders entitled
         to receive  such  dividend  or other  distribution  shall be reduced by
         multiplying  such Conversion Price by a fraction of which the numerator
         shall be the number of shares of Common Stock  outstanding at the close
         of  business  on  the  date  fixed  for  such   determination  and  the
         denominator  shall be the sum of such  number of  shares  and the total
         number of shares constituting such dividend or other distribution, such
         reduction to become effective immediately after the opening of business
         on the day next  following the date fixed for such  determination.  For
         the purposes of this Section  12.04(a),  the number of shares of Common
         Stock at any time  outstanding  shall not  include  shares  held in the
         treasury of the Company.

                  (b) Dividends or Distributions of Rights,  Warrants or Options
         to  Purchase  Common  Stock.  In case the  Company  shall pay or make a
         dividend  or  other   distribution  on  its  Common  Stock   consisting
         exclusively  of, or shall  otherwise issue to all holders of its Common
         Stock,  rights,  warrants or options  entitling the holders  thereof to
         subscribe  for or purchase  shares of Common Stock at a price per share
         less than the Market Price per share (determined as provided in Section
         12.04(g)) of the Common  Stock on the date fixed for the  determination
         of stockholders  entitled to receive such rights,  warrants or options,
         the  Conversion  Price in effect at the  opening of business on the day
         following  the date  fixed for such  determination  shall be reduced by
         multiplying  such Conversion Price by a fraction of which the numerator
         shall be the number of shares of Common Stock  outstanding at the close
         of business on the date fixed for such determination plus the number of
         shares of Common Stock which the aggregate of the offering price of the
         total number of shares of



                                       63
<PAGE>



         Common Stock so offered for  subscription or purchase would purchase at
         such Market Price and the denominator  shall be the number of shares of
         Common Stock outstanding at the close of business on the date fixed for
         such determination plus the number of shares of Common Stock so offered
         for  subscription or purchase,  outstanding at the close of business on
         the date fixed for such reduction to become effective immediately after
         the opening of business  on the day  following  the date fixed for such
         determination.  For the purposes of this  paragraph  (b), the number of
         shares of Common Stock at any time outstanding shall not include shares
         held in the  treasury of the Company.  The Company  shall not issue any
         rights,  warrants or options in respect of shares of Common  Stock held
         in the treasury of the Company.

                  (c)  Dividends or  Distributions  in Cash. In case the Company
         shall, by dividend or otherwise,  make a distribution to all holders of
         its Common  Stock  exclusively  in cash in an  aggregate  amount  that,
         together with (i) the aggregate  amount of any other  distributions  to
         all holders of its Common Stock made  exclusively in cash within the 12
         months  preceding  the  date of  payment  of such  distribution  and in
         respect  of which  no  Conversion  Price  adjustment  pursuant  to this
         Section  12.04(c) has been made and (ii) the aggregate of any cash plus
         the fair  market  value (as  determined  in good  faith by the Board of
         Directors,  whose  determination shall be conclusive and described in a
         resolution of the Company's  Board of Directors),  as of the expiration
         of the tender or exchange  offer  referred to below,  of  consideration
         payable in respect of any tender or exchange  offer by the Company or a
         Subsidiary for all or any portion of the Common Stock concluded  within
         the 12 months preceding the date of payment of such distribution and in
         respect of which no Conversion Price  adjustment  pursuant to paragraph
         (f) of this Section  12.04 has been made,  exceeds five percent (5%) of
         the product of the Market  Price per share  (determined  as provided in
         Section   12.04(g))   of  the  Common  Stock  on  the  date  fixed  for
         stockholders  entitled to receive such distribution times the number of
         shares of Common Stock  outstanding on such date, the Conversion  Price
         shall be reduced so that the same shall equal the price  determined  by
         multiplying  the Conversion  Price in effect  immediately  prior to the
         effectiveness  of the Conversion  Price reduction  contemplated by this
         paragraph (c) by a fraction of which the numerator  shall be the Market
         Price per share (determined as provided Section 12.04(g)) of the Common
         Stock on the date of such  effectiveness  less  the  amount  of cash so
         distributed applicable to one share of Common Stock and the denominator
         shall  be such  Market  Price  per  share  of the  Common  Stock,  such
         reduction  to become  effective  immediately  prior to the  opening  of
         business  on the day  following  the date fixed for the payment of such
         distribution.

                  (d) All Other Distributions or Dividends.  Subject to the last
         sentence of this paragraph (d), in case the Company shall,  by dividend
         or otherwise,  distribute to all holders of its Common Stock  evidences
         of its indebtedness,  shares of any class of capital stock, securities,
         cash or property (excluding any rights, warrants or options referred to
         in Section  12.04(b),  any dividend or distribution paid exclusively in
         cash and any dividend or distribution  referred to in Section 12.04(a),
         the Conversion  Price shall be reduced so that the same shall equal the
         price   determined  by  multiplying  the  Conversion  Price  in  effect


                                       64
<PAGE>



         immediately   prior  to  the  effectiveness  of  the  Conversion  Price
         reduction contemplated by this paragraph (d) by a fraction of which the
         numerator  shall be the Market Price per share  (determined as provided
         in  paragraph  (g) of this  Section) of the Common Stock on the date of
         such  effectiveness  less the fair market value (as  determined in good
         faith  by  the  Board  of  Directors,   whose  determination  shall  be
         conclusive  and  described in a resolution  of the  Company's  Board of
         Directors and shall,  in the case of securities  being  distributed for
         which prior thereto there is an actual or when issued  trading  market,
         be no less than the value determined by reference to the average of the
         Market Price over the period specified in the succeeding sentence),  on
         the date of such  effectiveness,  of the  portion of the  evidences  of
         indebtedness, shares of capital stock, securities, cash and property so
         distributed applicable to one share of Common Stock and the denominator
         shall  be such  Market  Price  per  share  of the  Common  Stock,  such
         reduction  to become  effective  immediately  prior to the  opening  of
         business  on the day next  following  the date fixed for the payment of
         such  distribution  (such date to being  referred to as the  "Reference
         Date").  If the Board of Directors  determines the fair market value of
         any distribution for purposes of this paragraph (d) by reference to the
         actual or when issued trading market for any securities comprising such
         distribution,  it must in doing so  consider  the prices in such market
         over the same  period  used in  computing  the  Market  Price per share
         pursuant  to  paragraph  (g) of  this  Section.  For  purposes  of this
         paragraph  (d), any dividend or  distribution  that includes  shares of
         Common  Stock or  rights,  warrants  or  options  to  subscribe  for or
         purchase  shares of Common  Stock  shall be deemed  instead to be (i) a
         dividend  or  distribution  of the  evidences  of  indebtedness,  cash,
         property,  shares of capital stock or securities other than such shares
         of  Common  Stock or such  rights,  warrants  or  options  (making  any
         Conversion Price reduction  required by this paragraph (d)) immediately
         followed  by (ii) a dividend or  distribution  of such shares of Common
         Stock  or  such  rights,   warrants  or  options  (making  any  further
         Conversion Price reduction required by Section 12.04(a) or (b)), except
         (i) the Reference Date of such dividend or  distribution  as defined in
         this Section  12.04(d)  shall be substituted as "the date fixed for the
         determination  of  stockholders  entitled to receive  such  dividend or
         other   distribution",   "the  date  fixed  for  the  determination  of
         stockholders entitled to receive such rights,  warrants or options" and
         "the date fixed for such  determination"  within the meaning of Section
         12.04(a) and (b) and (ii) any shares of Common  Stock  included in such
         dividend or distribution shall not be deemed  "outstanding at the close
         of  business  on the date  fixed  for such  determination"  within  the
         meaning of Section 12.04(a)).

                  (e) Subdivision of Common Stock. In case outstanding shares of
         Common  Stock shall be  subdivided  into a greater  number of shares of
         Common Stock, the Conversion Price in effect at the opening of business
         on the day  following  the day  upon  which  such  subdivision  becomes
         effective shall be proportionately  reduced,  and, conversely,  in case
         outstanding  shares of  Common  Stock  shall  each be  combined  into a
         smaller  number  of shares of Common  Stock,  the  Conversion  Price in
         effect at the  opening of business  on the day  following  the day upon
         which  such  combination  becomes  effective  shall be  proportionately
         increased,  such  reduction or increase,  as the case may be, to become
         effective  immediately  after  the  opening  of  business  on  the  day
         following the day upon which such  subdivision or  combination  becomes
         effective.

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<PAGE>



                  (f)  Tender or  Exchange  Offer for  Common  Stock.  In case a
         tender or exchange  offer made by the Company or any Subsidiary for all
         or any  portion of the Common  Stock  shall  expire and such  tender or
         exchange offer shall involve an aggregate  consideration  having a fair
         market value (as  determined  in good faith by the Board of  Directors,
         whose  determination  shall be conclusive and described in a resolution
         of the Company's Board of Directors) at the last time (the  "Expiration
         Time")  tenders or  exchanges  may be made  pursuant  to such tender or
         exchange  offer  (as it may be  amended)  that,  together  with (i) the
         aggregate of the cash plus the fair market value (as determined in good
         faith  by  the  Board  of  Directors,   whose  determination  shall  be
         conclusive  and  described in a resolution  of the  Company's  Board of
         Directors),  as of the expiration of the other tender or exchange offer
         referred  to below,  of  consideration  payable in respect of any other
         tender or exchange  offer by the Company or a Subsidiary for all or any
         portion of the Common Stock  concluded  within the  preceding 12 months
         and in respect of which no Conversion Price adjustment pursuant to this
         paragraph  (f) has  been  made and (ii)  the  aggregate  amount  of any
         distributions  to all holders of the Common Stock made  exclusively  in
         cash  within  the  preceding  12  months  and in  respect  of  which no
         Conversion Price adjustment pursuant to Section 12.04(e) has been made,
         exceeds  five percent (5%) of the product of the Market Price per share
         (determined as provided in Section 12.04(g)) of the Common Stock on the
         Expiration Time times the number of shares of Common Stock  outstanding
         (including any tendered  shares) on the Expiration Time, the Conversion
         Price shall be reduced (but not increased) so that the same shall equal
         the price  determined by  multiplying  the  Conversion  Price in effect
         immediately  prior to the  Expiration  Time by a fraction  of which the
         numerator  shall be (i) the  product  of the  Market  Price  per  share
         (determined as provided in Section 12.04(g)) of the Common Stock at the
         Expiration Time times the number of shares of Common Stock  outstanding
         (including  any tendered or exchanged  shares) at the  Expiration  Time
         minus (ii) the fair  market  value  (determined  as  aforesaid)  of the
         aggregate consideration payable to stockholders based on the acceptance
         (up to any  maximum  specified  in the terms of the tender or  exchange
         offer) of all shares validly tendered or exchanged and not withdrawn as
         of the Expiration  Time (the shares deemed so accepted,  up to any such
         maximum,   being  referred  to  as  the  "Purchased  Shares")  and  the
         denominator  shall be the product of (i) such Market Price per share at
         the Expiration Time times (ii) such number of outstanding shares at the
         Expiration Time less the number of Purchased Shares,  such reduction to
         become  effective  immediately  prior to the opening of business on the
         day following the Expiration Time.

                  (g)  Determination  of Market  Price.  For the  purpose of any
         computation  of the Market Price under this  paragraph  (g) and Section
         12.04(b),  (d) and (e), (i) if the "ex" date (as  hereinafter  defined)
         for any event (other than the issuance or  distribution  requiring such
         computation)  that  requires  an  adjustment  to the  Conversion  Price
         pursuant to paragraph  (a),  (b),  (c),  (d), (e) or (f) above  ("Other
         Event") occurs on or after the tenth Stock Exchange  Business Day prior
         to the date in question  and prior to the "ex" date for the issuance or
         distribution  requiring such  computation  (the "Current  Event"),  the
         closing  price for each Stock  Exchange  Business Day prior to the "ex"
         date for such Other Event shall be adjusted



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<PAGE>



         by  multiplying  such closing  price by the same  fraction by which the
         Conversion  Price is so  required  to be  adjusted  as a result of such
         Other Event, (ii) if the "ex" date for any Other Event occurs after the
         "ex"  date  for  the  Current  Event  and on or  prior  to the  date in
         question, the closing price for each Stock Exchange Business Day on and
         after  the  "ex"  date for  such  Other  Event  shall  be  adjusted  by
         multiplying  such closing  price by the  reciprocal  of the fraction by
         which the Conversion Price is so required to be adjusted as a result of
         such Other Event,  (iii) if the "ex" date for any Other Event occurs on
         the "ex"  date for the  Current  Event,  one of those  events  shall be
         deemed for  purposes of clauses (i) and (ii) of this proviso to have an
         "ex" date  occurring  prior to the "ex" date for the other  event,  and
         (iv) if the "ex" date for the Current  Event is on or prior to the date
         in question, after taking into account any adjustment required pursuant
         to clause  (ii) of this  proviso,  the  closing  price  for each  Stock
         Exchange  Business  Day on or after such "ex" date shall be adjusted by
         adding  thereto the amount of any cash and the fair market value on the
         date in question (as determined in good faith by the Board of Directors
         in a  manner  consistent  with  any  determination  of such  value  for
         purposes of this Section 12.04(c) or (d), whose  determination shall be
         conclusive  and  described in a resolution  of the  Company's  Board of
         Directors) of the portion of the rights, warrants,  options,  evidences
         of indebtedness,  shares of capital stock, securities, cash or property
         being  distributed  applicable  to one share of Common  Stock.  For the
         purpose of any computation under Section 12.04(f), the Market Price per
         share of Common Stock on any date in question shall be deemed to be the
         Market Price on the date selected by the Company commencing on or after
         the latest (the "Commencement  Date") of (i) the date 20 Stock Exchange
         Business   Days  before  the  date  in  question,   (ii)  the  date  of
         commencement of the tender or exchange offer requiring such computation
         and (iii) the date of the last  amendment,  if any,  of such  tender or
         exchange  offer  involving a change in the maximum number of shares for
         which tenders are sought or a change in the consideration  offered, and
         ending not later than the date of the Expiration Time of such tender or
         exchange offer (or, if such  Expiration Time occurs before the close of
         trading  on a Stock  Exchange  Business  Day,  not later than the Stock
         Exchange Business Day immediately preceding the date of such Expiration
         Time);  provided,  however,  that if the "ex" date for any Other  Event
         (other than the tender or exchange offer  requiring  such  computation)
         occurs on or after the Commencement Date and on or prior to the date of
         the  Expiration  Time for the tender or exchange  offer  requiring such
         computation,  the closing  price for each Stock  Exchange  Business Day
         prior  to the "ex"  date for such  Other  Event  shall be  adjusted  by
         multiplying  such  closing  price by the  same  fraction  by which  the
         Conversion  Price is so  required  to be  adjusted  as a result of such
         other event.  For purposes of this  paragraph,  the term "ex" date, (i)
         when used with respect to any issuance or distribution, means the first
         date on which the  Common  Stock  trades  regular  way on the  relevant
         exchange or in the  relevant  market  from which the closing  price was
         obtained  without the right to receive such  issuance or  distribution,
         (ii) when used with respect to any subdivision or combination of shares
         of Common Stock,  means the first date on which the Common Stock trades
         regular way on such  exchange or in such market after the time at which
         such subdivision or combination becomes effective,  and (iii) when used
         with  respect to any tender or  exchange  offer means the first date on
         which the Common Stock trades



                                       67
<PAGE>



         regular way on such  exchange or in such  market  after the  Expiration
         Time of such tender or exchange offer.

                  (h) Further Reductions for Federal Income Tax. The Company may
         make such  reductions  in the  Conversion  Price,  in addition to those
         required  by Section  12.04 (a),  (b),  (c),  (d),  (e) and (f),  as it
         considers to be  advisable in order that any event  treated for Federal
         income tax purposes as a dividend of stock or stock rights shall not be
         taxable to the recipients.

                  (i)  Adjustments to be Carried  Forward.  No adjustment in the
         Conversion Price shall be required unless such adjustment would require
         an increase or decrease of at least five percent (5%) in the Conversion
         Price; provided,  however, that any adjustments which by reason of this
         paragraph (i) are not required to be made shall be carried  forward and
         taken into account in any subsequent adjustment.

         SECTION 12.05     Notice of Adjustments of Conversion Price

         Whenever  the  Conversion  Price is  adjusted  as herein  provided  the
Company shall compute the adjusted  Conversion  Price in accordance with Section
12.04 and shall prepare a certificate  signed by the Chief Financial  Officer of
the  Company  setting  forth  the  adjusted  Conversion  Price  and  showing  in
reasonable  detail  the facts  upon which  such  adjustment  is based,  and such
certificate  shall  forthwith be delivered to the Trustee,  the Paying Agent and
the Conversion Agent, and the Company shall cause Notice thereof to be published
in  accordance  with Section 1.08 within ten (10) Business Days of the effective
date of such adjustment.

         SECTION 12.06     Notice of Certain Corporate Action

         In case:

                  (a) the  Company  shall  declare  a  dividend  (or  any  other
         distribution)   on  its  Common  Stock  payable  (i)   otherwise   than
         exclusively in cash or (ii) exclusively in cash in an amount that would
         require a Conversion Price adjustment pursuant to Section 12.04(c); or

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

                  (c) of any reclassification of the Common Stock of the Company
         (other than a subdivision or combination of its  outstanding  shares of
         Common Stock),  or of any  consolidation or merger to which the Company
         is a party and for which approval of any stockholders of the Company is
         required, or of the sale or transfer of all or substantially all of the
         assets of the Company; or

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<PAGE>



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

                  (e)  the  Company  or  any  Subsidiary  of the  Company  shall
         commence  a  tender  or  exchange  offer  for all or a  portion  of the
         Company's  outstanding  shares of Common Stock (or shall amend any such
         tender or exchange offer);

then the Company  shall cause to be mailed to the Trustee,  the Paying Agent and
the  Conversion  Agent and to be published in the manner  provided under Section
1.08 hereof within ten (10) Business Days after the date on which Notice is sent
to the holders of the Company's  Common Stock,  a Notice stating (i) the date on
which a record is to be taken for the purpose of such dividend,  distribution or
granting of rights, warrants or options, or, if a record is not to be taken, the
date as of which the  holders of Common  Stock of record to be  entitled to such
dividend,  distribution,  rights,  warrants or options are to be determined,  or
(ii) the date on  which  such  reclassification,  consolidation,  merger,  sale,
transfer,  dissolution,   liquidation  or  winding  up  is  expected  to  become
effective,  and 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,  cash or other  property  deliverable  upon such  re-classification,
consolidation,  merger, sale, transfer, dissolution,  liquidation or winding up,
or (iii) the date on which such tender offer  commenced,  the date on which such
tender offer is scheduled to expire unless extended,  the consideration  offered
and the other  material  terms  thereof (or the material  terms of any amendment
thereto).

         SECTION 12.07     Company to Reserve Common Stock.

         The Company  shall at all times reserve and keep  available,  free from
pre-emptive or similar rights,  out of its authorized but unissued Common Stock,
solely for the purpose of effecting the conversion of Notes, the whole number of
Shares then issuable upon the conversion in full of all Outstanding Notes.

         SECTION  12.08    Taxes on  Conversions. 

         The  Company  will pay any and all taxes that may be payable in respect
of the issue or delivery of Shares on conversion of Notes pursuant  hereto.  The
Company shall not,  however,  be required to pay any tax which may be payable in
respect of any  transfer  involved in the issue and delivery of Shares in a name
other than that of the Holder of the Notes 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.

         SECTION 12.09     Cancellation of Converted Bearer Notes

         All Notes  delivered for  conversion to the  Conversion  Agent shall be
cancelled by the Company, and shall not under any circumstances be reissued.

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<PAGE>



         SECTION  12.10  Provisions in Case of  Reclassification  Consolidation,
                         Merger or Sale of Assets

         In the  event  that the  Company  shall be a party to any  transaction,
including without limitation any (i) recapitalization or reclassification of the
Common  Stock  (other  than a change in par  value,  or from par value to no par
value,  or from no par value to par value,  or as a result of a  subdivision  or
combination of the Common Stock), (ii) any consolidation of the Company with, or
merger of the Company into, any other person,  any merger of another person into
the Company  (other than a merger  which does not result in a  reclassification,
conversion,  exchange or cancellation of all of the outstanding shares of Common
Stock of the Company), (iii) any sale or transfer of all or substantially all of
the assets of the Company,  or (iv) any compulsory  share  exchange  pursuant to
which the Common Stock is converted into the right to receive other  securities,
cash or other property, then lawful provision shall be made as part of the terms
of such transaction  whereby the Holder of each Note then outstanding shall have
the right  thereafter  to convert  such Note only into the kind of common  stock
receivable  upon such  transaction  by a holder of Common  Stock (at an adjusted
Conversion  Price  equal to (a) the  Conversion  Price  determined  pursuant  to
Section 12.04 as though all such securities, cash or property (other than common
stock) had been  distributed in a dividend  covered by Section  12.04(d) with an
"ex" date on the date of such  transaction  divided  by (b) the number of shares
(or  fraction  thereof) of common  stock  receivable  upon such  transaction  in
respect of each share of Common Stock).  The Person formed by such consolidation
or resulting  from such merger or which  acquired such assets or which  acquired
the  Company's  Shares,  as the case may be,  shall  execute  and deliver to the
Trustee on behalf of each of the  Noteholders  an amendment to this Indenture as
provided for under Article Nine.  Such amendment  shall provide for  adjustments
which, for events  subsequent to the effective date of such amendment,  shall be
as nearly  equivalent as may be practicable to the  adjustments  provided for in
this Article and shall provide for the assumption by such other Person,  if any,
of the  Company's  obligations  under this  Indenture  and the Notes.  The above
provisions   of  this  Section  12.10  shall   similarly   apply  to  successive
transactions of the foregoing type.

         The Trustee  shall not have any duty to determine  when any  adjustment
provided  for in this  Article  should  be made,  the  manner  in which any such
adjustment should be made or what any such adjustment should be.

         SECTION 12.11     Proposed Amendments to Regulation S

         Notwithstanding anything contained herein to the contrary, in the event
that  Regulation S is amended to require a lengthening of the Restricted  Period
for securities sold under Regulation S and such amendments are deemed applicable
to the Notes, the Notes may not be converted prior to the earlier of (i) the end
of the new  Restricted  Period,  as so required by such  amendments  or (ii) the
registration of the Shares by the Company as described  below. If the Restricted
Period has been  lengthened  because such  amendments  have been adopted and are
deemed applicable to the Notes, the Company will register the issuance or resale
of the Shares  issuable upon conversion of the Notes under the Securities Act as
soon as  practicable  after the Company is eligible to use the Form S-3 for such
registration (which is expected to be on or about February 7,



                                       70
<PAGE>



1998) and  maintain  the  effectiveness  of a  registration  statement  with the
Commission  on an  appropriate  form  covering such Shares until such time as an
exemption from registration is available for the resale of such Shares.

         In the event  that any  amendments  to  Regulation  S are  deemed to be
applicable  to the  Notes,  Notice  of  such  amendments  will be  given  to the
Luxembourg  Stock  Exchange  and  to  the  Noteholders  by  publication  in  two
Authorized Newspapers in accordance with Section 1.08.

                                ARTICLE THIRTEEN

                       DEFEASANCE AND COVENANT DEFEASANCE

         SECTION  13.01  Company's  Option  to  Effect  Defeasance  or  Covenant
                         Defeasance.

         The Company may, at its option by Board  Resolution,  at any time, with
respect to the Notes,  elect to have either  Section  13.02 or Section  13.03 be
applied to all  Outstanding  Notes upon compliance with the conditions set forth
below in this Article.  The Company shall  promptly give Notice of such election
to the Trustee.

         SECTION 13.02     Legal Defeasance and Discharge.

         Upon  the  Company's   exercise  under  Section  13.01  of  the  option
applicable  to this  Section  13.02,  the  Company  shall be deemed to have been
discharged  from its obligations  with respect to all  Outstanding  Notes on the
date the  conditions  set forth in  Section  13.04 are  satisfied  (hereinafter,
"legal  defeasance").  For this purpose,  such legal  defeasance  means that the
Company  shall be deemed to have paid and  discharged  the  entire  indebtedness
represented by the  Outstanding  Notes,  which shall  thereafter be deemed to be
"Outstanding"  only for the purposes of Section 13.05 and the other  Sections of
this Indenture  referred to in (A) and (B) below,  and to have satisfied all its
obligations  under such Notes,  including the  obligation to pay interest on the
Notes, and this Indenture  insofar as such Notes are concerned (and the Trustee,
at the expense of the Company,  shall execute proper  instruments  acknowledging
the  same),  except  for the  following  which  shall  survive  until  otherwise
terminated or  discharged  hereunder:  (A) the rights of Holders of  Outstanding
Notes to receive,  solely from the trust fund  described in Section 13.04 and as
more fully set forth in such  Section,  payments in respect of the  principal of
and  interest  on such  Notes  when such  payments  are due,  (B) the  Company's
obligations  with respect to such Notes under Sections 3.04,  3.05,  3.08, 10.02
and 10.03 and with respect to the Trustee under  Section  6.06,  (C) the rights,
powers,  trusts,  duties and  immunities  of the Trustee  hereunder and (D) this
Article.  Subject to compliance with this Article,  the Company may exercise its
option under this Section 13.02 notwithstanding the prior exercise of its option
under Section 13.03 with respect to the Notes.

         SECTION 13.03     Covenant Defeasance.

                                       71
<PAGE>



         Upon  the  Company's   exercise  under  Section  13.01  of  the  option
applicable  to this  Section  13.03,  the  Company  shall be  released  from its
obligations  under any covenant  contained in Sections  10.04 through 10.14 with
respect to the Outstanding  Notes on and after the date the conditions set forth
in Section 13.04 are satisfied  (hereinafter,  "covenant  defeasance"),  and the
Notes shall thereafter be deemed not to be "Outstanding" for the purposes of any
request, demand, authorization,  direction, declaration, Notice, consent, waiver
or Act of Noteholders  (and the  consequences of any thereof) in connection with
such  covenants,  but shall  continue to be deemed  "Outstanding"  for all other
purposes hereunder.  For this purpose, such covenant defeasance means that, with
respect to the Outstanding  Notes, the Company may omit to comply with and shall
have no liability in respect of any term,  condition or limitation  set forth in
any such covenant,  whether  directly or indirectly,  by reason of any reference
elsewhere  herein to any such covenant or by reason of any reference in any such
covenant  to any  other  provision  herein  or in any  other  document  and such
omission to comply shall not  constitute a Default or an Event of Default  under
Section 5.01(d), but, except as specified above, the remainder of this Indenture
and such Notes shall be unaffected thereby.

         SECTION 13.04    Conditions to Legal Defeasance or Covenant Defeasance.

         The following  shall be the conditions to application of either Section
13.02 or Section 13.03 to the Outstanding Notes:

                  (a) The Company shall  irrevocably have deposited or caused to
         be  deposited  with the  Trustee  (or another  trustee  satisfying  the
         requirements  of  Section  6.07  who  shall  agree to  comply  with the
         provisions  of this Article  applicable  to it) as trust funds in trust
         for the purpose of making the following payments,  specifically pledged
         as security for, and dedicated solely to, the benefit of the Holders of
         such Notes, (A) money in an amount, or (B) U.S. Government  Obligations
         which  through  the  scheduled  payment of  principal  and  interest in
         respect thereof in accordance with their terms will provide,  not later
         than one day before the due date of any payment, money in an amount, or
         (C) a combination thereof,  sufficient,  in the opinion of a nationally
         recognized  firm  of  independent  public  accountants  expressed  in a
         written  certification  thereof  delivered to the  Trustee,  to pay and
         discharge,  and  which  shall  be  applied  by the  Trustee  (or  other
         qualifying trustee) to pay and discharge, the principal of and interest
         on the Outstanding Notes on the Stated Maturity (or Redemption Date, if
         applicable) of such principal or instalment of interest;  provided that
         the Trustee shall have been irrevocably  instructed to apply such money
         or the proceeds of such U.S.  Government  Obligations  to said payments
         with  respect  to the  Notes;  and  provided  further  that,  upon  the
         effectiveness  of this  Section  13.04,  the  money or U.S.  Government
         Obligations  deposited  shall  not  be  subject  to the  rights  of the
         Noteholders pursuant to the provisions of this Article. Before or after
         such a deposit, the Company may give to the Trustee, in accordance with
         Section  11.03  hereof,  a Notice of its  election to redeem all of the
         Outstanding  Notes at a future date in accordance  with Article  Eleven
         hereof, which Notice shall be irrevocable.  Such irrevocable redemption
         Notice, if given, shall be given effect in applying the foregoing.

                                       72
<PAGE>



                  (b) No Default or Event of Default  with  respect to the Notes
         shall have  occurred and be  continuing on the date of such deposit or,
         insofar as paragraphs (f) and (g) of Section 5.01 hereof are concerned,
         at any time during the period  ending on the 91st day after the date of
         such  deposit (it being  understood  that this  condition  shall not be
         deemed satisfied until the expiration of such period).

                  (c) No event or  condition  shall  exist that  pursuant to the
         provisions  of Section  13.02 or 13.03 would  prevent the Company  from
         making  payments  of the  principal  of or interest on the Notes on the
         date of such  deposit or at any time  during  the period  ending on the
         91st day after the date of such deposit (it being  understood that this
         condition  shall not be deemed  satisfied  until the expiration of such
         period).

                  (d) Such legal  defeasance  or covenant  defeasance  shall not
         result in a breach or violation  of, or  constitute a default under any
         material  agreement or instrument to which the Company is a party or by
         which it is bound.

                  (e) In the  case  of an  election  under  Section  13.02,  the
         Company  shall  have  delivered  to the  Trustee  an Opinion of Counsel
         stating that the Holders of the  Outstanding  Notes will not  recognize
         income,  gain or loss for  Federal  income tax  purposes as a result of
         such  defeasance  and will be subject to Federal income tax on the same
         amounts,  in the same  manner  and at the same times as would have been
         the case if such defeasance had not occurred.

                  (f)  The  Company  shall  have  delivered  to the  Trustee  an
         Officers'  Certificate and an Opinion of Counsel, each stating that all
         conditions   precedent  provided  for  relating  to  either  the  legal
         defeasance under Section 13.02 or the covenant defeasance under Section
         13.03 (as the case may be) have been complied with.

         SECTION 13.05  Deposited  Money and U.S.  Government  Obligations to Be
                        Held in Trust; Other Miscellaneous Provisions.

         Subject to the provisions of the last  paragraph of Section 10.03,  all
money and U.S. Government Obligations (including the proceeds thereof) deposited
with the Trustee (or other  qualifying  trustee)  (collectively  for purposes of
this Section 13.05,  the "Trustee")  pursuant to Section 13.04 in respect of the
Outstanding  Notes  shall  be held in  trust  and  applied  by the  Trustee,  in
accordance with the provisions of such Notes 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 Holders of such Notes of
all sums due and to become due thereon in respect of principal and interest, but
such money and U.S.  Government  Obligations  need not be segregated  from other
funds except to the extent required by law.

         The Company shall pay and indemnify the Trustee against any tax, fee or
other  charge  imposed on or assessed  against the U.S.  Government  Obligations
deposited  pursuant to Section



                                       73
<PAGE>



13.04 or the principal and interest  received in respect  thereof other than any
such tax,  fee or other charge which by law is for the account of the Holders of
the Outstanding Notes.

         Anything in this Article to the contrary  notwithstanding,  the Trustee
shall  deliver or pay to the Company from time to time upon Company  Request any
money or U.S.  Government  Obligations  held by it as provided in Section  13.04
which,  in the opinion of a nationally  recognized  firm of  independent  public
accountants  expressed  in a  written  certification  thereof  delivered  to the
Trustee,  are in excess of the amount thereof which would then be required to be
deposited to effect an equivalent  legal defeasance or covenant  defeasance,  as
applicable, in accordance with this Article.

         SECTION 13.06     Reinstatement.

         If the Trustee or any Paying Agent is unable to apply any money or U.S.
Government  Obligations in accordance  with Section 13.05 by reason of any order
or judgment of any court or  governmental  authority  enjoining,  restraining or
otherwise  prohibiting such  application,  then the Company's  obligations under
this  Indenture  and the Notes  shall be  revived  and  reinstated  as though no
deposit had  occurred  pursuant to Section  13.02 or 13.03,  as the case may be,
until such time as the Trustee or Paying  Agent is  permitted  to apply all such
money or U.S. Government Obligations in accordance with Section 13.05; provided,
however,  that no action  taken in good faith by the Company  after a deposit of
money or U.S. Government Obligations or both pursuant to Section 13.05 and prior
to the revival and  reinstatement  of  obligations  under this Indenture and the
Notes  pursuant  to this  Section  13.06  shall  constitute  the  basis  for the
assertion  of an Event of  Default  pursuant  to  Section  5.01;  and  provided,
further,  that if the Company  makes any payment of  principal of or interest on
any Note following the  reinstatement of its  obligations,  the Company shall be
subrogated  to the rights of the Holders of such Notes to receive  such  payment
from the money or U.S.  Government  Obligations  held by the  Trustee  or Paying
Agent.

                                ARTICLE FOURTEEN

                               SENIORITY OF NOTES

         SECTION 14.01     Seniority of the Notes.

         The Company's obligations under the Notes and the Coupons and hereunder
do and will rank at all times at least  pari passu  with all other  present  and
future  Senior  Indebtedness  of  the  Company,  except  to  the  extent  of any
collateral securing such Senior  Indebtedness,  and shall be superior in rank to
all existing and future  Subordinated  Obligations.  The Company  covenants  and
agrees that,  except with respect to any Lien, the  Indebtedness  represented by
the Notes and the Coupons and the payment of the  principal  of and  interest on
each and all of the Notes and  Coupons are hereby  expressly  made pari passu to
all other present and future Senior Indebtedness.

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                                 ARTICLE FIFTEEN

                           IMMUNITY OF INCORPORATORS,

                      STOCKHOLDERS, OFFICERS AND DIRECTORS

         SECTION 15.01     Liability Solely Corporate.

         No  recourse  shall  be had  for the  payment  of the  principal  of or
interest on any Notes or any part  thereof,  or for any claim  based  thereon or
otherwise in respect thereof,  or of the indebtedness  represented  thereby,  or
upon any  obligation,  covenant  or  agreement  of this  Indenture,  against any
incorporator,  or against any stockholder,  officer or director,  as such, past,
present or future,  of the Company,  or of any predecessor or successor  Person,
either  directly  or through the Company or any such  predecessor  or  successor
Person, 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 agreed
and  understood  that this  Indenture  and all the Notes  are  solely  corporate
obligations,  and that no personal  liability  whatsoever shall attach to, or be
insured by, any such incorporator,  stockholder,  officer or director,  as such,
past,  present or future,  of the  Company or of any  predecessor  or  successor
Person,  either  directly  or through  the  Company or any such  predecessor  or
successor Person,  because of the indebtedness  hereby authorized or under or by
reason of any of the obligations, covenants, promises or agreements contained in
this  Indenture or in any of the Notes or to be implied  herefrom or  therefrom;
and that any such personal  liability is hereby expressly waived and released as
a condition  of, and as part of the  consideration  for,  the  execution of this
Indenture and the issue of the Notes; provided,  however, that nothing herein or
in the Notes contained shall be taken to prevent recourse to and the enforcement
of the liability,  if any, of any  stockholder or subscriber to capital stock of
the Company upon or in respect of shares of capital stock not fully paid up.

         This  Indenture  may be signed in any  number of  counterparts  each of
which so executed shall be deemed to be an original,  but all such  counterparts
shall together constitute but one and the same Indenture.



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<PAGE>




         IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed, all as of the day and year first above written.

                                                   MULTIMEDIA ACCESS CORPORATION

                                                   By:
                                                   Name:
                                                   Title:

                                                   MARINE MIDLAND BANK,
                                                     as Trustee

                                                   By:
                                                   Name:
                                                   Title:



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