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Sample Business Contracts

Indenture - ICN Pharmaceuticals Inc. and American Stock Transfer & Trust Co.

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                           ICN PHARMACEUTICALS, INC.

                                      AND
                    AMERICAN STOCK TRANSFER & TRUST COMPANY,
                                   AS TRUSTEE

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


                                   INDENTURE
                         DATED AS OF NOVEMBER 18, 1994

                         -----------------------------
                                 $ 115,000,000
                 8-1/2% CONVERTIBLE SUBORDINATED NOTES DUE 1999


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<PAGE>


                                               CROSS-REFERENCE TABLE


TRUST INDENTURE ACT SECTION                                 SECTION OF INDENTURE
---------------------------                                 --------------------

310(a)(1) and (2) ......................................                   9.10
310(a)(3) and (4) ......................................          Not applicable
310(b) .................................................    9.08 and 9.10, 16.03
310(c) .................................................          Not applicable
311(a) and (b) .........................................                    9.11
311(c) .................................................          Not applicable
312(a) .................................................                    2.05
312(b) and (c) .........................................                   16.07
313(a) .................................................                    9.06
313(b)(1) ..............................................          Not applicable
313(b)(2) ..............................................                    9.06
313(c) .................................................          9.06 and 16.03
313(d) .................................................                    9.06
314(a) .................................................          6.12 and 16.03
314(b) .................................................          Not applicable
314(c)(1) and (2) ......................................                   16.04
314(c)(3) ..............................................          Not applicable
314(d) .................................................          Not applicable
314(e) .................................................                   16.04
314(f) .................................................          Not applicable
315(a), (c) and (d) ....................................                    9.01
315(b) .................................................             9.05; 16.03
315(e) .................................................                    8.11
316(a)(1) ..............................................           8.04 and 8.05
316(a)(2) ..............................................          Not applicable
316(a) last sentence ...................................                   10.03
316(b) .................................................                    8.07
316(c) .................................................                   10.04
317(a) .................................................           8.08 and 8.09
317(b) .................................................                    2.05
318(a) ................................................                    16.06

This Cross-Reference Table shall not, for any purpose, be deemed to be a part of
this Indenture.













<PAGE>


                                TABLE OF CONTENTS

                                      PAGE

PARTIES                                                                        1
RECITALS                                                                       1

                                  ARTICLE ONE.

                                                   DEFINITIONS.

SECTION 1.01     Definitions ...........................................       1
SECTION 1.02     Other Definitions .....................................       7
SECTION 1.03     Incorporation by Reference of Trust Indenture Act......       7
SECTION 1.04     Rules of Construction .................................       8

                                  ARTICLE TWO.

                 ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND
                             EXCHANGE OF SECURITIES.

SECTION 2.01     Dating- Incorporation of Form in Indenture ............       9
SECTION 2.02.    Execution and Authentication ..........................       9
SECTION 2.03.    Registrar and Agents ..................................      10
SECTION 2.04.    Holders to be Treated as Owners; Payment of ...........      10
SECTION 2.05,    Paying Agent to Hold Money in Trust ...................      11
SECTION 2.06.    Securityholder Lists ..................................      11
SECTION 2.07.    Transfer and Exchange .................................      11
SECTION 2.08.    Mutilated, Destroyed, Lost or Stolen Securities .......      12
SECTION 2.09.    Temporary Securities ..................................      13
SECTION 2.10.    Cancellation of Securities ............................      13
SECTION 2.11.    Benefits of Indenture Provisions ......................      14
SECTION 2.12.    Defaulted Interest ....................................      14
SECTION 2.13.    CUSIP Number ..........................................      14

                                 ARTICLE THREE.

                            REDEMPTION OF SECURITIES

SECTION 3.01.    Redemption Prices .....................................      14
SECTION 3.02.    Notice of Redemption; Selection of Securities .........      15
SECTION 3.03.    Payment of Securities on Redemptions; Deposit of
                 Redemption Price.......................................      16







<PAGE>


                                  ARTICLE FOUR.

                          SUBORDINATION OF SECURITIES.


SECTION 4.01.    Agreement that Securities to Be Subordinate ...........      17
SECTION 4.02.    Liquidation; Dissolution; Bankruptcy ..................      17
SECTION 4.03.    Company Not to Make Payments with Respect
                 to Securities in Certain Circumstances.................      18
SECTION 4.04.    Payment Over of Proceeds in Certain Events ............      19
SECTION 4.05.    No Waiver of Subordination Provisions .................      20
SECTION 4.06.    Notice to Trustee of Specified Events; Reliance on
                 Certificate or Liquidating Agent.......................      20
SECTION 4.07.    Subrogation ...........................................      20
SECTION 4.08.    Obligation to Pay Not Impaired ........................      21
SECTION 4.09.    Reliance by Senior Indebtedness on Subordination
                 Provisions.............................................      21
SECTION 4.10.    Subordination Not to Be Prejudiced by Certain Acts ....      21
SECTION 4.11.    Trustee Authorized to Effectuate Subordination ........      21
SECTION 4.12.    Trustee's Relationship to Senior Indebtedness .........      22
SECTION 4.13.    Trustee and Paying Agents Not Chargeable with
                 Knowledge Until Notice.................................      22
SECTION 4.14.    Article Applicable to Paying Agents ...................      22
SECTION 4.15.    Trustee's Compensation Not Prejudiced .................      22

                                  ARTICLE FIVE.

                            CONVERSION OF SECURITIES.

SECTION 5.01.    Conversion Privilege; Conversion Price ................      23
SECTION 5.02.    Manner of Exercising Conversion Privilege .............      23
SECTION 5.03.    Fractional Shares .....................................      24
SECTION 5.04.    Adjustment of Conversion Price ........................      24
SECTION 5.05.    Certificate Concerning Adjusted Conversion Price ......      28
SECTION 5.06.    Notice of Certain Corporate Action ....................      28
SECTION 5.07.    Company to Provide Stock ..............................      29
SECTION 5.08.    Taxes on Conversions ..................................      29
SECTION 5.09.    Covenant as to Stock ..................................      30
SECTION 5.10.    Provision in Case of Consolidation or Merger ..........      30
SECTION 5.11.    Trustee's Disclaimer of Responsibility for Certain
                 Matters ...............................................      30










<PAGE>


                                  ARTICLE SIX.
                      PARTICULAR COVENANTS OF THE COMPANY.

SECTION 6.01.    Payment of Principal, Premium and Interest ............      31
SECTION 6.02.    Offices for Notices, Payments and Conversions .........      31
SECTION 6.03.    Paying Agents .........................................      32
SECTION 6.04.    Annual Review Certificate .............................      32

SECTION 6.05.    Appointment to Fill a Vacancy in Office of Trustee ....      33
SECTION 6.06.    Further Instruments and Acts ..........................      33
SECTION 6.07.    Payment of Taxes and Assessments ......................      33
SECTION 6.08.    Maintenance of Corporate Existence ....................      33
SECTION 6.09.    Change of Control .....................................      34
SECTION 6.10.    Waiver of Stay or Extension Laws ......................      36
SECTION 6.11.    SEC Reports ...........................................      36


<PAGE>



                                 ARTICLE SEVEN.

                             [Intentionally Omitted]

                                  ARTICLE EIGHT

        REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT.

SECTION 8.01.    Events of Default .....................................      37
SECTION 8.02.    Acceleration ..........................................      38
SECTION 8.03.    Other Remedies ........................................      39
SECTION 8.04.    Waiver of Defaults and Events of Default ..............      39
SECTION 8.05.    Control by Majority ...................................      39
SECTION 8.06.    Limitation on Suits ...................................      39
SECTION 8.07.    Rights of Holders to Receive Payment ..................      40
SECTION 8.08.    Collection Suit by Trustee ............................      40
SECTION 8.09.    Trustee May File Proofs of Claim ......................      40
SECTION 8.10.    Application of Money Collected by Trustee .............      41

SECTION 8.11.    Undertaking to Pay Costs ..............................      41
SECTION 8.12.    Restoration of Rights and Remedies ....................      42
SECTION 8.13.    Rights and Remedies Cumulative ........................      42
SECTION 8.14.    Delay or Omission Not Waiver ..........................      42

                                  ARTICLE NINE.

                             CONCERNING THE TRUSTEE.

SECTION 9.01.    Duties of Trustee .....................................      42
SECTION 9.02.    Rights of Trustee .....................................      43
SECTION 9.03.    Individual Rights of Trustee ..........................      44



0159"2.07



<PAGE>


SECTION 9.04.    Trustee's Disclaimer ..................................      44
SECTION 9.05.    Notice of Defaults ....................................      44
SECTION 9.06.    Reports by Trustee to Holders .........................      44
SECTION 9.07.    Compensation and Indemnity ............................      44
SECTION 9.08.    Replacement of Trustee ................................      45
SECTION 9.09.    Successor Trustee by Merger, etc ......................      46
SECTION 9.10.    Eligibility; Disqualification .........................      46
SECTION 9.11.    Preferential Collection of Claims Against Company .....      46

                                  ARTICLE TEN.

                         CONCERNING THE SECURITYHOLDERS.

SECTION 10.01.  Action by Securityholders ..............................      46
SECTION 10.02.  Proof of Execution by Securityholders, Evidence of
                Holdings ...............................................      47
SECTION 10.03.  Company-owned Securities Disregarded ...................      47
SECTION 10.04.  Revocation of Consents, Future Holders Bound ...........      47

                                 ARTICLE ELEVEN.

                           SECURITYHOLDERS' MEETINGS.

SECTION 11.01.  Purposes of Meetings ...................................      48
SECTION 11.02.  Call of Meetings by Trustee ............................      48
SECTION 11.03.  Call of Meetings by Company or Securityholders .........      48
SECTION 11.04.  Qualifications for Voting ..............................      48
SECTION 11.05.  Regulations ............................................      49
SECTION 11.06.  Voting .................................................      49
SECTION 11.07.  No Delay of Rights by Meeting ..........................      50

                                 ARTICLE TWELVE.

                            SUPPLEMENTAL INDENTURES.

SECTION 12.01.   Supplemental Indenture Without . Consent of
                 Securityholders ........................................     50
SECTION 12.02.   Supplemental Indentures with Consent of
                 Securityholders ........................................     51
SECTION 12.03.   Compliance with Trust Indenture Act; Effect of
                 Supplemental Indentures ................................     52
SECTION 12.04.   Notation on Securities .................................     52
SECTION 12.05.   Evidence of Compliance of Supplemental Indenture to
                 Be Furnished Trustee ...................................     52




                                ARTICLE THIRTEEN.

                 CONSOLEDATION, MERGER AND SALE BY THE COMPANY.

         SECTION 13.01.  When Company May Merge, Etc ...................     53
         SECTION 13.02.  Successor Corporation Substituted .............     53

                                ARTICLE FOURTEEN.

           SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS.

SECTION 14.01.   Discharge of Indenture ................................      53
SECTION 14.02.   Deposited Moneys to Be Held in Trust by Trustee .......      54
SECTION 14.03.   Paying Agent to Repay Moneys Held .....................      54
SECTION 14.04.   Unclaimed Moneys ......................................      54
SECTION 14.05.   Reinstatement .........................................      55

                                 ARTICLE FIFTEEN
                                        .
                    IMMUNITY OF INCORPORATORS, STOCKHOLDERS,
                             OFFICERS AND DIRECTORS.

SECTION 15.01.   Indenture and Securities Solely Corporate
                 Obligations ............................................     55

                                                 ARTICLE SIXTEEN.

                                             MISCELLANEOUS PROVISIONS.

SECTION 16.01.   Provisions Binding on Company's Successors ............      56
SECTION 16.02.   Official Acts by Successor Corporation ................      56
SECTION 16.03.   Notices ...............................................      56
SECTION 16.04.   Evidence of Compliance with Conditions Precedent ......      56
SECTION 16.05.   Legal Holidays ........................................      57
SECTION 16.06.   Trust Indenture Act to Control ........................      57
SECTION 16.07.   Communications by Holders with Other Holders ..........      57
SECTION 16.08.   Governing Law .........................................      57
SECTION 16.09    Table of Contents .....................................      57
SECTION 16.10    Execution in Counterparts .............................      58

SIGNATURES .............................................................      58
EXHIBIT A - FORM OF SECURITY



<PAGE>








     THIS INDENTURE,  dated as of November 18, 1994 between ICN Pharmaceuticals,
Inc., a corporation  duly  organized and existing under the laws of the State of
Delaware (formerly known as ICN Merger Corp. and hereinafter  sometimes referred
to as the  "Company"),  and American Stock Transfer & Trust Company,  as trustee
(the "Trustee").

                                   WITNESSETH:

     WHEREAS, for its lawful corporate purposes, the Company has duly authorized
the issue of its 8-1/2%  Convertible  Subordinated  Notes Due 1999  (hereinafter
sometimes referred to as the "Securities"), in the aggregate principal amount of
up to  $115,000,000  and,  to provide  the terms and  conditions  upon which the
Securities are to be authenticated,  issued and delivered,  the Company has duly
authorized the execution of this Indenture; and

     AND WHEREAS,  all acts and things  necessary to make the  Securities,  when
executed by the Company and  authenticated  and  delivered by the Trustee or its
authorized  signatory  as in this  Indenture  provided,  and issued,  the valid,
binding and legal obligations of the Company, and to constitute these presents a
valid agreement  according to its terms,  have been done and performed,  and the
execution of this Indenture and the issue  hereunder of the  Securities  have in
all respects been duly authorized.

     NOW, THEREFORE, THIS INDENTURE WITNESSETH:

     That in order to declare the terms and conditions upon which the Securities
are, and are to be, authenticated, issued and delivered, and in consideration of
the premises,  of the purchases and  acceptance of the Securities by the holders
thereof and for other good and valuable  consideration,  the receipt  whereof is
hereby  acknowledged,  the Company covenants and agrees with the Trustee for the
equal and proportionate  benefit of the respective  holders from time to time of
the Securities, as follows:

                                  ARTICLE ONE.
                                  DEFINITIONS.

     SECTION 1.01. Definitions. The terms in this section 1.01 (except as herein
otherwise  expressly provided or unless the context otherwise  requires) for all
purposes of this Indenture and of any indenture  supplemental  hereto shall have
the respective  meanings specified in this Section 1.01. All other terms used in
this  Indenture  which  are  defined  in the TIA,  as  amended,  or which are by
reference  therein  defined in the Securities Act of 1993, as amended (except as
herein otherwise  expressly  provided or unless the context otherwise  requires)
shall have the meanings assigned to such terms in the TIA and in said Securities
Act as in force as of the date of this Indenture.

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

     "Agent" means any registrar,  paying agent, conversion agent,  co-registrar
or agent for service of notices and demands.

     "Board of  Directors"  means the Board of  Directors  of the  Company,  the
executive committee, if any, of such Board of Directors or any committee of such
Board of Directors  authorized to act on behalf of such Board of Directors  with
respect to the Indenture.

     "Business  Day"  means any day on which the banks in New York,  New York or
Los Angeles, California are not authorized or required to be closed and on which
the New York Stock  Exchange  is open for trading and which is not a Saturday or
Sunday.

     "Capital  Stock"  means,  with  respect to any person,  any and all shares,
interests,  participations,  warrants,  options  or other  equivalents  (however
designated) of corporate stock or any other equity interest of such person.

     A "Change of Control" shall occur when (i) the  stockholders of the Company
adopt a plan of  liquidation  with respect to the Company or the Company  sells,
transfers,  leases or  otherwise  disposes of, in one  transaction  or series of
related  transactions,  leases or otherwise  disposes of, in one  transaction or
series of related  transactions,  all or substantially  all of its assets;  (ii)
there shall be  consummated  any  consolidation  or merger of the Company (1) in
which the Company is not the continuing or surviving corporation or (2) pursuant
to which the Common  Stock would be  converted  into cash,  securities  or other
property,  in each case,  other than a consolidation or merger of the Company in
which the holders of the Common Stock  immediately prior to the consolidation or
merger  have,  directly or  indirectly,  at least a majority of the total voting
power of all classes of Capital stock of the continuing or surviving corporation
immediately after such consolidation or merger; (iii) a majority of the Board of
Directors  are not  continuing  Directors;  or (iv) any  person,  or any persons
acting  together which would  constitute a "group" for purposes of Section 13(d)
of the Exchange Act, together with any Affiliate thereof shall  beneficially own
(as defined in Rule 13d-3 of the Exchange Act), at least 50% of the total voting
power of all classes of Capital Stock of the Company  entitled to vote generally
in the election of directors of the Company.

                                        2


<PAGE>




     "Common Stock"  includes any stock of any class of the Company which has no
preference  in respect of  dividends  or of amounts  payable in the event of any
voluntary or involuntary liquidation,  dissolution or winding up of the Company,
and which is not subject to redemption by the Company.  However,  subject to the
provisions of Section 5.10,  shares  issuable on conversion of Securities  shall
include only shares of the class  designated as Common Stock, par value $.Ol per
share,  of the Company at the date of this  Indenture  or shares of any class or
classes resulting from any  reclassification  or  reclassifications  thereof and
which have no  preference  in respect of dividends or of amounts  payable in the
event of any voluntary or involuntary liquidation,  dissolution or winding up of
the Company and which are not subject to redemption by the Company.

     "Company" means ICN Pharmaceuticals, Inc., a Delaware corporation (formerly
known as ICN Merger Corp.),  and,  subject to the terms of the Indenture,  shall
include its successors and assigns.

     "Continuing  Director"  means  as at any  date a  member  of the  Board  of
Directors  of the Company who (i) was a member of the Board of  Directors of the
Company on the Issuance  Date or (ii) was  nominated  for election or elected to
the Board of Directors of the Company  with the  affirmative  vote of at least a
majority of the  directors  who were  Continuing  Directors  at the time of such
nomination or election  (which may be done by approval of the proxy statement in
which such member was named as a nominee for director of the Company).

     "corporation"  means any corporation,  voluntary  association,  joint stock
association, business trust, or similar organization designated.

     "Corporate  Trust  Office"  means the office of the Trustee at which at any
particular time its corporate trust business shall be principally  administered,
which office at the date of  execution  of this  Indenture is located at 40 Wall
Street,  46th  Floor,  New York,  New York  10005,  attention:  Corporate  Trust
Administration.

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

     "Disqualified Capital Stock" means, with respect to any person, any Capital
Stock Of such Person that,  by its terms (or by the terms of any  security  into
which  it  is  convertible  or  for  which  it  is  exercisable,  redeemable  or
exchangeable), matures, or is mandatorily redeemable, pursuant to a sinking fund
obligation or otherwise,  or is redeemable at the option of the holder  thereof,
in whole or in part, on or prior to the maturity of the Securities.

     "Event of Default" means any event specified in Section 8.01, continued for
the period of time, if any, therein designated.

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

                                        3


<PAGE>



     "Indebtedness"  means with  respect  to any  person,  any of the  following
(without  duplication):  (i) the principal of, premium,  if any, and interest on
and all other amounts owing with respect to any indebtedness (including any such
indebtedness representing any deferred payment obligation for the payment of the
purchase  price of  property  or assets) of such  person for money  borrowed  or
evidenced by bonds,  notes,  securities  or similar  obligations,  including any
guaranty  by such  person of any  indebtedness  for money  borrowed of any other
person,  whether any such indebtedness or guaranty is outstanding on the date of
the Indenture or is thereafter created,  assumed or incurred, (ii) the principal
of, premium, if any, and interest on and all other amounts owing with respect to
any  indebtedness  for money borrowed,  incurred,  assumed or guaranteed by such
person in connection  with the  acquisition by it or any of its  subsidiaries of
any other businesses,  properties or other assets, (iii) lease obligations which
such  person  capitalizes  in  accordance  with  generally  accepted  accounting
principles,  (iv) any  amounts  payable  by such  person  under or in respect of
letters of credit or bankers' acceptances issued for the account of such person,
any  interest  exchange  agreement,  interest  rate swap  agreement  or currency
exchange or purchase  agreements  or other  similar  agreement  entered  into in
respect of all or any portion of the above and (v)  guarantees or assumptions by
such person of indebtedness of others of any of the kinds referred to in clauses
(i) through (iv) above.

     "Indenture" means this instrument as originally  executed or, if amended or
supplemented as herein provided, as so amended or supplemented.

     "Independent  Public  Accountants"  means  any  firm  of  certified  public
accountants  of recognized  national  standing which is selected by the Board of
Directors and is in fact independent.

     "Issuance Date" means the date of original issuance of the Securities.

     "Officer"  means  the  Chairman  of the  Board,  the  President,  any  Vice
President, the Treasurer, the Secretary or the Controller of the Company.

     "Officers' Certificate" when used with respect to the Company, shall mean a
certificate  signed by any two  Officers or by an Officer  and by any  Assistant
Treasurer or any Assistant Secretary of the Company. Each such certificate shall
include  the  statements  provided  for in  Section  16.04 if and to the  extent
required by the provisions of such Section.

     "Opinion of Counsel"  means an opinion in writing,  signed by legal counsel
who may be an  employee  of,  or of  counsel  to,  the  Company  or may be other
counsel,  any such counsel to be satisfactory to the Trustee.  Each such opinion
shall include the statements  provided for in Section 16.04 if and to the extent
required by the provisions of such Section.






                                        4



     <PAGE>


     "Outstanding,"  when used with referenda to Securities,  shall,  subject to
the provisions of Section 10.03, mean, as of any particular time, all Securities
authenticated and delivered by the Trustee under this Indenture, except

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

     (b)  Securities  or the  payment  or  redemption  of  which  moneys  in the
necessary  amounts  shall have been  deposited in trust with the Trustee or with
any Paying Agent (other than the Company),  provided that if such Securities are
to be redeemed prior to the maturity  thereof,  notice of such redemption  shall
have been given as in Article Three  provided or provision  satisfactory  to the
Trustee shall have been made for giving such notice; and

     (c)  Securities in lieu of or in  substitution  for which other  Securities
shall have been  authenticated  and delivered or Securities which have been paid
pursuant to the terms of Section 2.08;

     provided that holders of Securities which cease to be outstanding by reason
of clause (b) alone  shall  nevertheless  be entitled to convert the same or any
portion  thereof  until and including but not after the close of business on the
fifth Business Day prior to the date fixed for redemption.

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

     "Permitted Junior  Securities" means any securities  provided for by a plan
of   reorganization   or  readjustment   authorized  by  a  court  of  competent
jurisdiction  in a  reorganization  proceeding in which the rights of holders of
Senior  Indebtedness are not altered without the consent of such holders,  which
consent  is deemed  to have been  given if such  holders,  individually  or as a
class, approve such plan.

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

     "Redemption  Price",  when  used  with  respect  to  any  Securities  to be
redeemed,  means the price fixed for such redemption  pursuant to this Indenture
as set forth in the form of Security annexed hereto as Exhibit A.

     "Responsible  Officer,"  when used with  respect to the  Trustee,  means an
officer of the Trustee within the corporate trust department, including any vice
president  or trust  officer of the Trustee and also  means,  with  respect to a
particular  corporate  trust matter,  any other  officer to whom such  corporate
trust matter is referred  because of his knowledge of and  familiarity  with the
particular subject.


015942.07                                   5



<PAGE>


     "Securities"  means the  securities  that are  authenticated  and delivered
under this Indenture.

     "Securityholder"  or "Holder" or other similar  terms,  means any person in
whose name a particular Security shall be registered on the books of the Company
kept for that purpose in accordance with the terms hereof.

     "SEC" means the Securities and Exchange Commission.

     "Senior Indebtedness" means Indebtedness of the Company whether outstanding
on the Issuance  Date or  thereafter  created,  incurred,  assumed or guaranteed
(including, without limitation,  interest that accrues on or after the filing of
a petition in bankruptcy  or for  reorganization,  if a claim for  post-petition
interest is allowed in such proceeding) except (i) any Indebtedness  outstanding
after  the  date of the  Indenture  as to  which,  by the  express  terms of the
instrument   creating  or  evidencing   the  same,  it  is  provided  that  such
Indebtedness  is not senior or superior  in right of payment to the  Securities,
(ii) the  Securities,  (iii) any repurchase,  redemption or other  obligation in
respect of Disqualified  Capital Stock,  (iv) any Indebtedness of the Company to
any  Subsidiary or to any  Affiliate of the Company or any of the  Subsidiaries,
(v)  Indebtedness  incurred in  connection  with the purchase of goods,  assets,
materials or services in the ordinary course of business or representing amounts
recorded as accounts payable,  trade payable or other current liabilities of the
Company  on the books of the  Company  (other  than the  current  portion of any
long-term  Indebtedness  of the  Company  that but for  this  clause  (V)  would
constitute Senior Indebtedness), (vi) any Indebtedness of or amount owned by the
Company  to  employees  for  services  rendered  to the  Company,  and (vii) any
liability for federal, state, local or other taxes owing or owed by the Company.

     "Significant  Subsidiary" means any Subsidiary that would be a "significant
subsidiary" of the Company within the meaning of Rule 1-02 under  Regulation S-X
promulgated by the Commission as in effect on the Issuance Date.

     "Subsidiary"  means a  corporation  of which 50% or more of the  issued and
outstanding stock entitled to vote for the election of directors (otherwise than
by reason of default in dividends) is at the time owned or controlled,  directly
or indirectly, by the Company.

     "Trustee" means American Stock Transfer & Trust Company and, subject to the
provisions of Article Nine hereof, shall also include its successors and assigns
as Trustee hereunder.

     "TIA" means the Trust Indenture Act of 1939, as amended, as it was in force
as of the  date  of this  Indenture,  and  with  respect  to  each  supplemental
indenture  hereto,  as it was in  force  as of the  date  of  such  supplemental
indenture.





0159482.07                                  6



<PAGE>


     SECTION 1.02. Other Definitions.

 TERM                                                         DEFINED IN SECTION
 ----                                                         ------------------
"Bankruptcy Law"                                                           8.01
"Change of Control Repurchase Date"                                        6.09
"Change of Control Repurchase Price"                                       6.09
"Conversion Agent"                                                         2.03
"Current Market Price"                                                     5.04
"Custodian"                                                                8.01
"Event of Default"                                                         8.01
"Non-payment Default"                                                      4.03
"Paying Agent"                                                             2.03
"Payment Blockage Period"                                                  4.03
"Payment Default"                                                          4.03
"Registrar"                                                                2.03
"Senior Representative"                                                    4.03

     SECTION 1.03. Incorporation by Reference of Trust Indenture Act.

     The  following  terms  used in the  TIA to the  extent  applicable  to this
Indenture have the following meanings:

     "Commission" means the SEC.

     "indenture securities" means the Securities.

     "indenture security holder" means a Securityholder.

     "indenture to be qualified" means this Indenture.

     "indenture trustee" or "institutional trustee" means the Trustee.

     "obligor"  on the  indenture  securities  means  the  Company  or any other
obligor on the indenture securities.

     All other terms used in this Indenture that are defined by the TIA, defined
by TIA  reference  to another  statute or defined by SEC rule have the  meanings
assigned to them by such definitions.


                                        7



<PAGE>


SECTION 1.04 Rules of Construction. Unless the context otherwise requires:

     (1) a term has the meaning assigned to it;

     (2) an accounting term not otherwise defined has the meaning assigned to it
in accordance  with generally  accepted  accounting  principles in effect on the
date hereof;

     (3) "or" is not exclusive;

     (4) words in the singular include the plural, and in the plural include the
singular;

     (5) provisions apply to successive events and transactions; and

     (6)  "herein,"  "hereof" and  other words of similar  import  refer to this
Indenture  as a whole  and  not to any  particular  Article,  Section  or  other
subdivision.








                                        8



<PAGE>



                                  ARTICLE TWO.

                 ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND
                             EXCHANGE OF SECURITIES.

     SECTION 2.01. Dating; Incorporation of Form in Indenture.

         The Securities and the Trustee's  certificate of  authentication,  with
respect  thereto,  shall be  substantially  in the form of  Exhibit  A, which is
annexed  hereto and which is  incorporated  in and expressly made a part of this
Indenture.  The Securities may have notations,  legends or endorsements required
by law, stock  exchange  rules,  agreements to which the Company is subject,  or
usage.  The Company shall approve the form of the  Securities  and any notation,
legend or  endorsement  on them.  Each  Security  shall be dated the date of its
authentication.  The terms and  provisions  contained  in the  Securities  shall
constitute, and are expressly made, a part of this Indenture.

     SECTION 2.02. Execution and Authentication.

     Two  Officers  shall  sign the  Securities  for the  Company  by  manual or
facsimile signature.

     If an Officer whose  signature is on a Security no longer holds that office
at  the  time  the  Trustee  authenticates  the  Security,  the  Security  shall
nevertheless be valid.

     A  Security  shall  not be valid  until  the  Trustee  manually  signs  the
certificate  of  authentication  on  the  Security.   Such  signature  shall  be
conclusive  evidence  that  the  Security  has  been  authenticated  under  this
Indenture.

     The  Trustee  shall  authenticate  Securities  for  original  issue  in the
aggregate  principal  amount  of  $100,000,000,  and such  additional  principal
amount,  if any, as shall be  determined  pursuant to the next  sentence of this
Section 2.02,  upon the execution of the Indenture and a written order or orders
of the  Company  signed  by  two  Officers  or by an  Officer  and an  Assistant
Treasurer  of  the  Company.  Upon  receipt  by  the  Trustee  of  an  Officer's
Certificate  stating  that  Wertheim  Schroder & Co.  Incorporated,  Jefferies &
Company,  Inc. and Kemper Securities,  Inc. (the "Underwriters") have elected to
purchase from the Company a specified  aggregate  principal amount of additional
Securities,  not to exceed $15,000,000 pursuant to Section 2 of the Underwriting
Agreement,  dated November 10, 1994,  among the Company and Wertheim  Schroder &
Co.  Incorporated,  as  representative  of the  Underwriters,  the Trustee shall
authenticate and deliver such specified aggregate principal amount of additional
Securities to or upon the written order of the Company signed as provided in the
immediately  preceding sentence.  Such Officer's  Certificate may be received by
the Trustee no later than December 20, 1994,  and in any event at least two full
Business  Days  prior to the  proposed  date  for  delivery  of such  additional
Securities. The aggregate principal amount of Securities outstanding at any time
may not exceed that amount except as provided in Section 2.07. .


                                        9



<PAGE>


The Trustee may appoint an authenticating agent to authenticate  Securities.  An
authenticating agent may authenticate Securities whenever the Trustee may do so.
Each  reference in this  Indenture  to  authentication  by the Trustee  includes
authentication by such agent. An authenticating  agent has the same rights as an
Agent to deal with the Company or an Affiliate.

     The Securities  shall be issuable only in registered  form without  coupons
and only in denominations  of $1,000 principal amount and any integral  multiple
thereof.

     SECTION 2.03. Registrar and Agents.

     The Company  shall  maintain in the Borough of  Manhattan,  The City of New
York, an office or agency where  Securities may be presented for registration of
transfer or for exchange ("Registrar"), an office or agency where Securities may
be presented for payment ("Paying Agent"),  an office or agency where Securities
may be presented for conversion  ("Conversion  Agent"),  and an office or agency
where  notices and  demands to or upon the Company in respect of the  Securities
and this  Indenture may be served.  The  Registrar  shall keep a register of the
Securities and of their transfer and exchange.  The Company may have one or more
co-registrars,  one or more additional  Paying Agents and one or more additional
Conversion  Agents.  The  Company  or  any  Subsidiary  may  act  as  Registrar,
co-Registrar,  Paying Agent and/or  Conversion  Agent.  The term "Paying  Agent"
includes any additional  Paying Agent and the term  "Conversion  Agent" includes
any additional Conversion Agent.

     The  Company  shall enter into an  appropriate  agency  agreement  with any
Registrar,  Paying Agent,  Conversion  Agent or co-registrar not a party to this
Indenture.  The agreement  shall implement the provisions of this Indenture that
relate to such  Agent.  The  Company  shall  notify the  Trustee of the name and
address of any such  Agent.  If the Company  fails to  maintain a  Registrar  or
Paying Agent,  or fails to give the foregoing  notice,  the Trustee shall act as
such and shall be  entitled  to  appropriate  compensation  in  accordance  with
Section 9.07.

     The Company initially appoints the Trustee as a Registrar,  a Paying Agent,
a Conversion Agent and agent for service of notices and demands.

     SECTION 2.04. Holders to be Treated as Owners, Payment of Interest.

         (a) The Company,  the Paying Agent, the Registrar,  the Trustee and any
agent of the Company,  the Paying  Agent,  the Registrar or the Trustee may deem
and treat the person in whose name any  Security is  registered  as the absolute
owner of such Security for the purpose of receiving  payment of or on account of
the principal of and,  subject to the provisions of this Indenture,  interest on
such Security and for all other  purposes;  and neither the Company,  the Paying
Agent,  the Registrar  nor the Trustee nor any agent of the Company,  the Paying
Agent,  the  Registrar  or the  Trustee  shall be  affected by any notice to the
contrary. All such payments so made to any such Person,




                                       10



<PAGE>


or upon his order,  shall be valid,  satisfy and  discharge  the liability for
moneys payable upon any Security.

     (b) The Person in whose name any  Security  is  registered  at the close of
business on any record date with respect to any  Interest  Payment Date shall be
entitled to receive the interest,  if any, payable on such Interest Payment Date
notwithstanding  any  transfer or exchange of such  Security  subsequent  to the
record date and prior to such Interest Payment Date, except if and to the extent
the Company  shall  default in the payment of the interest due on such  Interest
Payment Date, in which case such defaulted  interest shall be paid in accordance
with Section  2.12.  The term "record date" as used with respect to any interest
payment  date for the  Securities  shall mean the date  specified as such in the
terms of the Securities.

     SECTION 2.05. Paying Agent to Hold Money in Trust.

     On or prior to each  interest  payment  date or date on  which  payment  of
principal of the Securities is required,  the Company shall provide  immediately
available  funds to the  Trustee  acting as Paying  Agent or with  other  Paying
Agents upon notice to the Trustee a sum  sufficient  to pay such  principal  and
interest so becoming due. The Company shall require each Paying Agent other than
the  Trustee to agree in writing  that it will hold in trust for the  benefit of
Securityholders  or the  Trustee  all  money  held by the  Paying  Agent for the
payment of principal of or interest on the  Securities and to notify the Trustee
of any default by the Company (or any other obligor on the Securities) in making
any such payment.  If the Company or a Subsidiary acts as Paying Agent, it shall
on or before each due date of the  principal  of or  interest on any  Securities
segregate  the money and hold it as a separate  trust  fund.  The Company at any
time may  require a Paying  Agent to pay all money held by it to the Trustee and
the Trustee may at any time during the continuance of any payment default,  upon
written request to a Paying Agent, require such Paying Agent to forthwith pay to
the Trustee all sums so held in trust by such Paying  Agent.  Upon doing so, the
Paying Agent (other than the Company)  shall have no further  liability  for the
money.

     SECTION 2.06. Securityholder Lists.

     The  Trustee  shall  preserve  in  as  current  a  form  as  is  reasonably
practicable  the most recent list  available to it of the names and addresses of
the holders of Securities.  If the Trustee is not the Registrar,  the Company or
other  obligor,  if any, shall furnish to the Trustee at least two Business Days
prior to each semiannual  record date and at such other times as the Trustee may
request  in writing a list in such form and as of such date as the  Trustee  may
reasonably require of the names and addresses of the holders of Securities.

     SECTION 2.07. Transfer and Exchange.

     When  Securities  are presented to the Registrar or a  co-registrar  with a
request from the Holder of such Securities to register a transfer, the Registrar
shall register the



                                       11



<PAGE>


transfer as requested.  Every Security presented or surrendered for registration
of transfer or exchange  shall be duly endorsed or be  accompanied  by a written
instrument of transfer in form  satisfactory  to the Company and the  Registrar,
duly executed by the Holder thereof or his attorneys duly authorized in writing.

     At the  option  of  the  Holder,  Securities  may be  exchanged  for  other
Securities of any authorized denomination or denominations,  of a like aggregate
principal amount, upon surrender of the Securities to be exchanged at the office
or agency maintained for such purpose pursuant to Section 2.03.

     To permit registrations of transfers and exchanges, the Company shall issue
and execute and the Trustee shall  authenticate  new Securities  evidencing such
transfer or exchange at the Registrar's request. No service charge shall be made
to the Securityholder for any registration of transfer or exchange.  The Company
may require from the  Securityholder  payment of a sum  sufficient  to cover any
transfer taxes or other governmental charge that may be imposed in relation to a
transfer  or  exchange,  but this  provision  shall  not  apply to any  exchange
pursuant to Section 2.09, 3.03, 5.02, 6.09 or 12.04 (in which events the Company
will be responsible  for the payment of such taxes).  The Registrar shall not be
required to exchange or register a transfer of any  Security  for a period of 15
days  immediately  preceding  the  first  mailing  of notice  of  redemption  of
Securities  to be redeemed or of any Security  selected,  called or being called
for redemption  except, in the case of any Security where public notice has been
given that such Security is to be redeemed in part,  the portion  thereof not to
be redeemed.

     SECTION 2.08. Mutilated,  Destroyed, Lost or Stolen Securities. In case any
temporary or definitive Security shall become mutilated or be destroyed, lost or
stolen,  the Company in its  discretion  may  execute,  and upon its request the
Trustee shall authenticate and deliver, a new Security,  bearing a serial number
not  contemporaneously   outstanding,  in  exchange  and  substitution  for  the
mutilated  Security  or in  lieu of and in  substitution  for  the  Security  so
destroyed,  lost or stolen.  In every  case,  the  applicant  for a  substituted
Security  shall  furnish to the  Company  and to the  Trustee  such  security or
indemnity as may be required by them to save each of them harmless, and in every
case of  destruction,  loss or theft,  the  applicant  shall also furnish to the
Company and to the Trustee  evidence to their  satisfaction of the  destruction,
loss or theft of such Security and of the ownership thereof.

     The Trustee shall  authenticate any such  substituted  Security and deliver
the same  upon the  written  request  or  authorization  of any  Officer  of the
Company. Upon the issuance of any substituted Security,  the Company may require
the payment of a sum  sufficient to cover any tax or other  governmental  charge
that may be  imposed  in  relation  thereto  and any  other  expenses  connected
therewith.  In case any  Security  which has matured or is about to mature shall
have become mutilated or be destroyed,  lost or stolen, the Company may, instead
of issuing a substitute Security,  pay or authorize the payment of same (without
surrender  thereof except in the case of a mutilated  Security) if the applicant
for such payment shall furnish the Company, the


                                       12



<PAGE>


Trustee and any Paying Agent with such security or indemnity as they may require
to save  each of them  harmless  and,  in case of  destruction,  loss or  theft,
evidence to the  satisfaction of the Company and the Trustee of the destruction,
loss or theft of such Security and of the ownership thereof.

     Every  substituted  Security  issued  pursuant  to the  provisions  of this
Section  2.08 by virtue  of the fact that any  Security  is  destroyed,  lost or
stolen shall  constitute  an additional  contractual  obligation of the Company,
whether  or not the  destroyed,  lost or stolen  Security  shall be found at any
time,  and shall be entitled to all the benefits of this  Indenture  equally and
proportionately  with any and all other  Securities duly issued  hereunder.  All
Securities shall be held and owned upon the express condition that the foregoing
provisions  are  exclusive  with  respect  to  the  replacement  or  payment  of
mutilated,  destroyed,  lost or stolen Securities and shall preclude any and all
other  rights  or  remedies  notwithstanding  any  law or  statute  existing  or
hereafter  enacted to the contrary with respect to the replacement or payment of
negotiable instruments or other securities without their surrender.

     SECTION 2.09. Temporary  Securities.  Pending the preparation of definitive
Securities,  the Company may execute  and the  Trustee  shall  authenticate  and
deliver temporary  Securities  (printed or lithographed).  Temporary  Securities
shall be issuable in any authorized denomination,  and substantially in the form
of the definitive Securities but with such omissions,  insertions and variations
as may be appropriate for temporary Securities,  all as may be determined by the
Company.  Every such  temporary  Security shall be  authenticated  upon the same
conditions and in substantially  the same manner,  and with the same effect,  as
the definitive  Securities.  Without unreasonable delay the Company will execute
and  deliver to the  Trustee  definitive  Securities  and  thereupon  any or all
temporary  Securities may be surrendered in exchange therefor,  at the office or
agency to be maintained by the Company pursuant to Section 2.03, and the Trustee
shall  authenticate  and deliver in exchange for such  temporary  Securities  an
equal aggregate principal amount of definitive  Securities.  Such exchange shall
be made by the Company at its own expense and without any charge therefor. Until
so exchanged,  the temporary Securities shall in all respects be entitled to the
same benefits under this Indenture as definitive  Securities  authenticated  and
delivered hereunder.

     SECTION 2.10.  Cancellation of Securities.  All Securities  surrendered for
the purpose of payment, redemption,  conversion,  exchange or transfer shall, if
surrendered  to the Company or any Paying or Conversion  Agent,  be delivered to
the  Trustee  for  cancellation,  or if  surrendered  to the  Trustee,  shall be
canceled  by it, and no  Securities  shall be issued in lieu  thereof  except as
expressly  permitted by any of the  provisions  of this  Indenture.  The Trustee
shall destroy canceled  Securities and deliver its certificate of destruction to
the  Company.  If  the  Company  shall  acquire  any  of  the  Securities,  such
acquisition   shall  not  operate  as  a  redemption  or   satisfaction  of  the
indebtedness  represented  by such  Securities  unless  and  until  the same are
delivered to the Trustee for cancellation.





                                       13




<PAGE>


     SECTION 2.11. Benefits of Indenture  Provisions.  Nothing in this Indenture
or in the  Securities  expressed or implied,  shall give or be construed to give
any  person,  firm or  corporation,  other than the parties  hereto,  any Paying
Agent,  any  Conversion  Agent and the holders of Securities  and, to the extent
provided  in Article  Four,  the  holders of Senior  Indebtedness,  any legal or
equitable right, remedy or claim under or in respect of this Indenture, or under
any  covenant,  condition  or provision  herein  contained;  all the  covenants,
conditions or provisions  contained in this Indenture or in the Securities being
for the sole benefit of the parties  hereto,  any Paying Agent,  any  Conversion
Agent and the holders of the Securities  and, to the extent  provided in Article
Four, the holders of Senior Indebtedness.

     SECTION 2.12. Defaulted Interest.

     If the Company  defaults in a payment of  interest  on the  Securities,  it
shall pay the defaulted  interest (to the extent  lawful) to the Persons who are
Securityholders  on a subsequent  special record date.  After the deposit by the
Company with the Trustee of money sufficient to pay such defaulted interest, the
Trustee  shall fix the record date and payment  date.  Each such special  record
date shall be not less than 10 days prior to such payment date. At least 15 days
before the special record date, the Company shall mail to each  Securityholder a
notice that states the special  record date,  the payment date and the amount of
defaulted interest,  and interest payable on such defaulted interest, if any, to
be paid.  The Company may pay defaulted  interest in any other lawful manner if,
after prior notice to the Trustee,  such payment shall be deemed  practicable by
the Trustee.

     SECTION 2.13. CUSIP Number.

     The Company may use a "CUSIP"  number when issuing the  Securities  and, if
so, the Trustee may use the CUSIP number in notices of redemption or exchange as
a convenience to  Securityholders;  provided that any such notice may state that
no  representation is made as to the correctness or accuracy of the CUSIP number
printed in the notice or on the Securities, and that reliance may be placed only
on the other identification numbers printed on the Securities.


                                 ARTICLE THREE.

                            REDEMPTION OF SECURITIES

     SECTION 3.01. Redemption Prices. The Company may, at its option, redeem all
or from  time to  time  any  part of the  Securities,  on any  date on or  after
November  15,  1997 and prior to  maturity,  upon notice as set forth in Section
3.02 and at the  redemption  prices  (expressed in  percentages of the principal
amount) set forth in the form of Security herein, together with accrued interest
to the date fixed for  redemption  (but  installments  of interest  whose stated
maturity is on or prior to the date fixed for  redemption  shall  continue to be
payable to the holders of record on the regular record


6                                  14



<PAGE>


date).  Portions of such  redemption  prices in excess of 100% of the  principal
amount are  sometimes  herein  referred to as the  "premium"  payable  upon such
redemption.

     SECTION 3.02. Notice of Redemption,  Selection of Securities.  Whenever the
Company redeems  Securities  pursuant to this Article Three, it shall notify the
Trustee of the date fixed for redemption and the principal  amount of Securities
to be redeemed.  The notice  shall be  accompanied  by an Officers'  Certificate
stating that the redemption complies with the provisions of this Indenture.  The
Company shall give each such notice at least 45 but not more than 90 days before
the date  fixed for  redemption  or such  other  period as the  Company  and the
Trustee may agree.

     In case the Company shall desire to exercise its right to redeem all or, as
the case  may be,  any  part of the  Securities  in  accordance  with the  right
reserved so to do,  notice of such  redemption  shall be given to the holders of
the Securities to be redeemed as hereinafter provided in this Section 3.02, such
notice to be given by the Company or, at the Company's direction, by the Trustee
in the name and at the expense of the  Company.  If the notice is to be given by
the Trustee, the Company shall provide the Trustee with the information required
in this Section 3.02.

     Notice of redemption  shall be given by mailing to holders of Securities to
be redeemed in whole or in part a notice of such redemption by first class mail,
postage prepaid,  not less than 30 nor more than 60 days prior to the date fixed
for  redemption,  to their last addresses as they shall appear upon the registry
book.  Any  notice  which is  mailed  in the  manner  herein  provided  shall be
conclusively  presumed  to have  been  duly  given,  whether  or not the  holder
receives the notice.  In any case,  failure to duly give notice by mail,  or any
defect in the notice, to the holder of any Security designated for redemption as
a whole or in part shall not  affect the  validity  of the  proceedings  for the
redemption of such Security or any other Security.

     The notice shall identify the Securities to be redeemed and shall state:

     (1) the Redemption Date;

     (2) the Redemption Price;

     (3) the then current conversion price;

     (4) the name and address of the Paying Agent and the Conversion Agent;

     (5) that Securities called for redemption must be surrendered to the Paying
Agent to collect the redemption price;

     (6) that,  unless the  Company  defaults  in paying the  Redemption  Price,
interest on Securities  called for redemption  ceases to accrue on and after the
Redemption Date;



                                       15



<PAGE>


     (7) that the right to convert the  Securities  as provided in Article  Five
shall  terminate  at the close of  business  on a date to be  determined  by the
Company which date (i) shall not be earlier than the fifth Business Day prior to
the Redemption Date, or, if the fifth Business Day before the Redemption Date is
a Legal Holiday,  the close of business on the next preceding day which is not a
Legal Holiday and (ii) shall not be later than the Redemption  Date (except that
a Security  which the Company has offered to purchase  pursuant to Section  6.09
hereof shall be convertible until the close of business on the Change of Control
Repurchase Date);

     (8) if any Security is being redeemed in part, the portion of the principal
amount of such  Security to be redeemed and the bond number of such Security and
that, after the Redemption Date, upon surrender of such Security, a new Security
or Securities in principal  amount equal to the unredeemed  portion thereof will
be issued;

     (9)  that  Holders  who  want  to  convert   Securities  must  satisfy  the
requirements in paragraph 8 of the Securities;

     (10) the CUSIP number, if any, of the Securities; and

     (11) the  consequences  to a Holder,  if any, of  converting a Security (or
portion of a Security) prior to the next interest payment date if the Redemption
Date with  respect to such  Security  occurs on or after such  interest  payment
date.

     At the Company's  request,  the Trustee shall give the notice of redemption
in the Company's name and at the Company's expense.  If a CUSIP number is listed
in such  notice or  printed  on the  Security,  the  notice  may  state  that no
representation is made as to the correctness or accuracy of such CUSIP number.

     If less than all of the  Securities  are to be redeemed,  the Company shall
give the Trustee written notice, at least 45 days (or such shorter period as may
be acceptable to the Trustee) prior to the date fixed for redemption,  as to the
aggregate  principal amount of the Securities to be redeemed,  and thereupon the
Trustee shall select,  in such manner as it shall deem  appropriate and fair (so
long as such method is not prohibited  the rules of any  securities  exchange or
market in which the  Securities  are then  listed or  quoted)  from  outstanding
Securities,  a principal amount of Securities equal to such aggregate  principal
amount of Securities  to be redeemed and shall  thereafter  promptly  notify the
Company  in  writing  of the  Securities  so to be  redeemed  and,  if any  such
Securities are to be redeemed in part, the portions thereof to be redeemed.

     SECTION 3.03.  Payment of Securities on Redemptions,  Deposit of Redemption
Price.  If notice of  redemption  shall have been given as  provided  in Section
3.02,  such  Securities  or portions of  Securities  shall,  unless  theretofore
converted into Common


                                       16



<PAGE>


Stock pursuant to the terms hereof, become due and payable on the date fixed for
redemption and at the place stated in such notice at the  applicable  redemption
price and premium, if any, together with accrued and unpaid interest to the date
fixed for redemption,  and on and after such date fixed for  redemption,  unless
the Company shall default in the payment of the  redemption  price,  interest on
the  Securities so called for  redemption  shall cease to accrue.  Moneys in the
amount  necessary  for each  redemption  referred  to in  Section  3.01 shall be
deposited with the Paying Agent by the Company on or prior to the date fixed for
redemption.  On  presentation  and surrender of such  Securities at the place of
payment  specified in such notice,  such  Securities or the  specified  portions
thereof shall  (subject to the  provisions of Article Four) be paid and redeemed
at the applicable  redemption  price,  together with accrued and unpaid interest
thereon to the date fixed for redemption.  Installments of interest whose stated
maturity is on or prior to the date fixed for  redemption  shall  continue to be
payable to the holders of such  Securities  on the  relevant  regular or special
record dates according to their terms and the provisions of Section 2.03 of this
Indenture.

     Upon  presentation of any Security redeemed in part only, the Company shall
execute and the Trustee shall  authenticate  and deliver,  at the expense of the
Company,  a new Security or Securities of authorized  denominations in aggregate
principal amount equal to the unredeemed portion of the Security so presented.

     The  Company's  obligation  to deposit  with the Paying Agent moneys in the
amount necessary for the redemption of particular Securities or portions thereof
called  for  redemption  shall be  reduced  automatically  by the amount of such
moneys  attributable to any of such called  Securities or portions thereof which
shall  have been  converted  prior to the date such  moneys are  required  to be
deposited with the Paying Agent. Any moneys which shall have been deposited with
the Paying Agent for  redemption  of  Securities  and which are not required for
that purpose by reason of conversion of such  Securities  shall be repaid to the
Company.  The  Paying  Agent  may  in  each  case  require  evidence  reasonably
satisfactory to it of such conversion.


                                  ARTICLE FOUR.

                          SUBORDINATION OF SECURITIES.

     SECTION 4.01.  Agreement  that  Securities to Be  Subordinate.  The Trustee
acknowledges,  the Company  covenants and agrees,  and each holder of Securities
issued hereunder by his acceptance thereof likewise  covenants and agrees,  that
all payments of principal of,  premium,  if any, and interest on the  Securities
and all other monetary claims, including such monetary claims as may result from
rights of repurchase or rescission,  under or in respect of the Securities shall
be  subordinated  in accordance  with the provisions of this Article Four to the
prior  payment  in  full  in  cash  of all  amounts  payable  under  all  Senior
Indebtedness of the Company.

     SECTION 4.02. Liquidation; Dissolution; Bankruptcy.


                                       17



<PAGE>


     Upon any  distribution  to  creditors  of the Company in a  liquidation  or
dissolution  of the  Company  or in a  bankruptcy,  reorganization,  insolvency,
receivership or similar proceeding relating to the Company or its property:

     (a) holders of all Senior  Indebtedness  then outstanding shall be entitled
to receive  payment  in full in cash of all  amounts  owing with  respect to all
Senior  Indebtedness  before  Securityholders  shall be  entitled to receive any
payment on or with respect to the Securities; and

     (b) until all Senior Indebtedness is paid in full in cash, any distribution
to which  Securityholders  would be entitled  but for this Article Four shall be
made to holders of Senior  Indebtedness  as their  interests may appear,  except
that the Securityholders may receive Permitted Junior Securities.

     The  consolidation  of the Company with, or the merger of the Company into,
 .another person or the  liquidation or dissolution of the Company  following the
conveyance or transfer of the properties and assets of the Company substantially
as an entirety  to another  person  upon the terms and  conditions  set forth in
Article Thirteen shall not be deemed a liquidation, dissolution, reorganization,
insolvency,  receivership or similar  proceeding of the Company for the purposes
of this Section.

     SECTION  4.03.  Company Not to Make  Payments with Respect to Securities in
Certain Circumstances.

     (1) Unless  Section 4.02 shall be  applicable,  upon the  occurrence of any
default  in the  payment  of any  obligation  on or with  respect  to any Senior
Indebtedness,  whether with  respect to  scheduled  payments or amounts due upon
acceleration  (a  "Payment  Default"),  then no payment or  distribution  of any
assets of the Company of any kind or  character  shall be made by the Company on
account of  principal  of or  interest  on the  Securities  or on account of the
purchase,   redemption  or  other  acquisition  of  Securities  or  any  of  the
obligations  of the Company under the  Securities  unless and until such Payment
Default  shall have been  cured or waived or shall have  ceased to exist or such
Senior  Indebtedness  shall have been  discharged  or paid in full,  immediately
after which the  Company  shall  resume  making any and all  required  payments,
including missed payments, in respect of its obligations under the Securities.

     (2) Unless Section 4.02 shall be applicable, upon (1) the occurrence of any
default (other than a Payment  Default)  relating to Senior  Indebtedness  which
default, pursuant to the instrument governing such Senior Indebtedness, entitles
the holders (or a specified  portion of holders) of such Senior  Indebtedness to
accelerate the maturity of such Senior  Indebtedness (a  "Non-payment  Default")
and (2)  receipt by the  Trustee  and the  Company  from a holder of such Senior
Indebtedness or from the trustee,  agent or other  representative  designated in
writing to the Trustee of any class or issue of Senior Indebtedness (the "Senior
Representative") of written notice of such


                                       18



<PAGE>


occurrence,  no payment or distribution of any assets of the Company of any kind
or character shall be made by the Company on account of principal of or interest
on the Securities or on account of the purchase, redemption or other acquisition
of Securities or on account of any of the other obligations of the Company under
the Securities for a period (a "Payment Blockage Period") commencing on the date
of receipt by the Trustee of such  notice  unless and until the earlier to occur
of the following events (subject to any blockage of payments that may then be in
effect  under  subsection  (1) of this  Section  4.03) (w) 179 days  shall  have
elapsed  since  receipt of such  written  notice by the Trustee  (provided  such
Senior  Indebtedness  shall  theretofore  not have been  accelerated),  (x) such
Non-payment  Default  shall have been cured or waived in the manner  required by
the  instrument  relating  to such Senior  Indebtedness  or shall have ceased to
exist, (y) such Senior  Indebtedness  shall have been discharged or paid in full
or (z) such Payment Blockage Period shall have been terminated by written notice
to the Company or the Trustee from either the Senior  Representative  initiating
such Payment  Blockage Period or the holders of at least a majority in principal
amount of such issue of such Senior  Indebtedness,  immediately  after which, in
the case of clause (w), (x), (y) or (z), the Company shall resume making any and
all required payments,  including missed payments, in respect of its obligations
under the Securities.  Only one Payment  Blockage Period pursuant to such notice
may be  commenced  with  respect  to the  Securities  during  any  period of 360
consecutive  days.  Successive  Payment  Blockage  Periods  based on  successive
Non-payment Defaults may be commenced; PROVIDED that no Non-payment Default with
respect to Senior  Indebtedness  which existed or was  continuing on the date of
the  commencement of any Payment Blockage Period shall be, or be made, the basis
for the  commencement of any other Payment  Blockage Period with respect to such
Senior Indebtedness unless such event of default shall have been cured or waived
for a period of not less than 180 consecutive days.

     Regardless  of anything to the contrary  herein,  nothing shall prevent (a)
any payment by the Trustee to the  Securityholders  of amounts deposited with it
pursuant to Article  Fourteen or (b) any payment by the Trustee or Paying  Agent
as permitted by Section 4.13.

     SECTION 4.04. Payment Over of Proceeds in Certain Events. In the event that
any payment or  distribution  of assets of the Company of any kind or  character
not permitted by Sections 4.02 or 4.03, whether in cash, property or securities,
shall be received by the Trustee or Paying Agent,  if any, or the holders of the
Securities before all Senior  Indebtedness is paid in full in cash, such payment
or distribution  shall be  received  and held in trust  for the  benefit  of the
holders of Senior  Indebtedness and shall forthwith be paid over or delivered by
the Trustee,  such Paying Agent or such Holders of the  Securities,  as the case
may be,  directly to the holders of Senior  Indebtedness  (pro rata to each such
holder on the basis of the  respective  amounts of Senior  Indebtedness  held by
such holder) or the Senior  Representative or the trustee under the indenture or
other  agreement  (if any) pursuant to which Senior  Indebtedness  may have been
issued,  for  application to the payment of, all Senior  Indebtedness  remaining
unpaid to the extent  necessary to pay all obligations in respect of such Senior
Indebtedness in full in cash in accordance  with its terms,  after giving effect
to


                                       19



<PAGE>


any other  concurrent  payment or  distribution  to the  holders of such  Senior
Indebtedness.

     SECTION 4.05. No Waiver of Subordination  Provisions.  Without notice to or
the  consent  of the  Securityholders  or the  Trustee,  the  holders  of Senior
Indebtedness  may at any time  and  from  time to  time,  without  impairing  or
releasing the subordination  herein made,  change the manner,  place or terms of
payments,  or  change  or extend  the time of  payment  of or renew or alter the
Senior  Indebtedness,  or amend  or  supplement  in any  manner  any  instrument
evidencing the Senior  Indebtedness,  any agreement pursuant to which the Senior
Indebtedness  was issued or incurred or any  instrument  securing or relating to
the Senior Indebtedness; release any person liable in any manner for the payment
or collection of the Senior  Indebtedness;  exercise or refrain from  exercising
any  rights in respect of the Senior  Indebtedness  against  the  Company or any
other person;  apply any moneys or other property paid by any person or released
in any manner to the Senior Indebtedness;  or accept or release any security for
the Senior Indebtedness.

     SECTION  4.06.  Notice  to  Trustee  of  Specified   Events,   Reliance  on
Certificate or Liquidating  Agent.  The Company shall give prompt written notice
to the Trustee and any Paying  Agent of any fact known to the Company that would
prohibit  the making of any payment to or by the Trustee or any Paying  Agent in
respect of the Securities pursuant to the provisions of this Article.

     Upon any  distribution  of assets of the Company or payment by or on behalf
of the Company  referred to in this Article Four, the Trustee and the holders of
the Securities  shall be entitled to rely upon any order or decree of a court of
competent  jurisdiction  in which any  proceedings of the nature  referred to in
Section  4.03 are  pending,  and the Trustee  and the holders of the  Securities
shall be entitled to rely upon a certificate of the liquidating trustee or agent
or other person making any such distribution to the Trustee or to the holders of
the  Securities  for  the  purpose  of  ascertaining  the  persons  entitled  to
participate in such distribution,  the holders of Senior  Indebtedness and other
indebtedness of the Company,  the amount thereof or payable thereon,  the amount
or amounts paid or distributed  thereon and all other facts pertinent thereto or
to this Article Four.

     SECTION 4.07.  Subrogation.  After all Senior  Indebtedness is paid in full
and until the Securities are paid in full,  Securityholders  shall be subrogated
to the  rights  of  holders  of Senior  Indebtedness  to  receive  distributions
applicable to Senior  Indebtedness  to the extent that  distributions  otherwise
payable  to the  Securityholders  have been  applied  to the  payment  of Senior
Indebtedness.  A  distribution  made or payment  over made under this Article to
holders  of  Senior  Indebtedness  which  otherwise  would  have  been  made  to
Securityholders  is not, as between the Company,  its  creditors  other than the
holders of Senior Indebtedness and Securityholders, a payment or distribution by
the Company on or on account of Senior  Indebtedness,  it being  understood that
the provisions of this Article Four are, and are intended, solely



                                       20



<PAGE>


for the purpose of defining the relative rights of the  Securityholders,  on the
one hand, and the holders of Senior Indebtedness, on the other hand.

     SECTION 4.08.  Obligation to Pay Not  Impaired.  Nothing  contained in this
Article Four or elsewhere in this Indenture,  or in the Securities,  is intended
to or shall alter or impair,  as between the Company,  its creditors  other than
the  holders of Senior  Indebtedness,  and the  holders of the  Securities,  the
obligation of the Company,  which is absolute and  unconditional,  to pay to the
holders of the Securities the principal of (and premium, if any) and interest on
the Securities at the time and place and at the rate and in the currency therein
prescribed,  or to affect the relative  rights of the holders of the  Securities
and creditors of the Company other than the holders of Senior Indebtedness,  nor
shall  anything  herein or  therein  prevent  the  Trustee  or the holder of any
Security from exercising all remedies otherwise permitted by applicable law upon
default under this  Indenture,  subject to the right, if any, under this Article
Four of the holders of the Senior  Indebtedness in respect of cash,  property or
securities of the Company received upon the exercise of any such remedy.

     SECTION 4.09. Reliance by Senior Indebtedness on Subordination  Provisions.
Each holder of a Security by his acceptance thereof acknowledges and agrees that
the  foregoing  subordination  provisions  are,  and  are  intended  to  be,  an
inducement and a consideration to each holder of any Senior Indebtedness (by its
original  terms or  amendment  thereof),  whether such Senior  Indebtedness  was
created or acquired before or after the issuance of the  Securities,  to acquire
and hold, or to continue to hold, such Senior  Indebtedness,  and such holder of
Senior  Indebtedness  shall  be  deemed  conclusively  to  have  relied  on such
subordination  provisions  in acquiring  and  continuing to hold, or in holding,
such Senior Indebtedness.  The subordination provisions in this Article Four may
be enforced directly by the holders of Senior Indebtedness.

     SECTION 4. 10.  Subordination  Not to Be  Prejudiced  by Certain  Acts.  No
present or future holder of Senior Indebtedness shall be prejudiced in his right
to enforce subordination of the indebtedness  evidenced by the Securities by any
act or failure to act in good faith by any such  holder or by  noncompliance  by
the Company with the terms and provisions and covenants herein regardless of any
knowledge thereof any such holder may have or otherwise be charged with.

     SECTION 4.11. Trustee Authorized to Effectuate  Subordination.  Each holder
of Securities by his  acceptance  thereof  authorizes and directs the Trustee on
his behalf to take such action as may be necessary or appropriate to acknowledge
or effectuate  the  subordination  as provided in this Article Four and appoints
the Trustee his attorney-in-fact for any and all such purposes including, in the
event of any  dissolution,  winding up,  liquidation  or  reorganization  of the
Company   (whether  in  bankruptcy,   insolvency  or   receivership  or  similar
proceedings  or upon an  assignment  for the benefit of creditors or  otherwise)
tending towards liquidation of the business and assets of the Company, to file a
claim for the unpaid  balance of its  Securities  in the form  required  in said
proceedings and to cause said claim to be approved. If the Trustee does not file
a proper claim or proof of debt in the form required in such proceeding prior to
30 days.


                                       21



<PAGE>


before the expiration of the time to file such claim or proof,  then the holders
of the  Senior  Indebtedness  shall  have  the  right  to file  and  are  hereby
authorized  to file an  appropriate  claim or  proof  for and on  behalf  of the
holders of said Securities.

     SECTION 4.12. Trustee's Relationship to Senior Indebtedness. Except for the
Trustee's  duty to hold cash,  properties or securities in trust for the benefit
of holders of Senior  Indebtedness  pursuant to Section 4.04 hereof, the Trustee
shall owe no fiduciary duty to the holders of Senior  Indebtedness.  The Trustee
shall be entitled to all rights set forth in this Article Four in respect of any
Senior  Indebtedness  at any time  held by it,  to the same  extent as any other
holder of Senior  Indebtedness,  and nothing in this Indenture shall deprive the
Trustee of any of its rights as such holder.

     SECTION 4.13. Trustee and Paying Agents Not Chargeable with Knowledge Until
Notice.  Notwithstanding any of the provisions of this Article Four or any other
provisions of this Indenture,  the Trustee and any Paying Agent shall not at any
time be  charged  with  knowledge  of the  existence  of any facts  which  would
prohibit  the making of any payment of moneys to or by the Trustee or any Paying
Agent,  unless and until a  Responsible  Officer of the  Trustee or such  Paying
Agent,  as the case may be, shall have received  written notice thereof from the
Company or a holder of a Senior Indebtedness, or any trustee thereof, and, prior
to the receipt of any such  written  notice,  the  Trustee and any other  Paying
Agent  shall be entitled  to assume  that no such facts  exist.  If at least two
Business  Days  prior to the date upon  which the terms of any such  moneys  may
become payable for any purpose (including,  without  limitation,  the payment of
either the principal of or the interest on any  Security) a Responsible  Officer
of the Trustee or Paying Agent, as the case may be, shall not have received with
respect to such  moneys the notice  provided  for in this  Section  4.13,  then,
anything  contained  herein to the contrary  notwithstanding,  the Trustee shall
have full power and  authority  to receive  such moneys and to apply the same to
the  purpose  for which they were  received,  and shall not be  affected  by any
notice to the contrary which may be received by it on or after the  commencement
to such two  Business Day period.  Nothing  contained in this Section 4.13 shall
limit the right of the  holders of Senior  Indebtedness  to recover  payments as
contemplated by Section 4.04.

     SECTION 4.14.  Article Applicable to Paying Agents. In case at any time any
Paying Agent other than the Trustee shall have been appointed by the Company and
be then acting  hereunder,  the term  "Trustee" as used in this Article shall in
such case (unless the context shall otherwise require) be construed as extending
to and  including  such Paying Agent within its meaning as fully for all intents
and  purposes as if such Paying  Agent were named in this Article in addition to
or in place of the Trustee, provided, however, that Sections 4.12 and 4.13 shall
not apply to the Company if it acts as a Paying Agent.

     SECTION 4.15. Trustee's  Compensation Not Prejudiced.  Nothing contained in
this  Article Four shall  affect or  subordinate  the rights of the Trustee with
respect to any fees, expenses or indemnities owing by the Company to the Trustee
under this Indenture.


                                       22



<PAGE>


                                  ARTICLE FIVE.

                            CONVERSION OF SECURITIES.

     SECTION  5.01.  Conversion  Privilege;  Conversion  Price.  A  Holder  of a
Security may convert it into Common  Stock at any time during the period  stated
in paragraph 8 of the Securities.  The number of shares issuable upon conversion
of a Security  is  determined  as  follows:  Divide the  principal  amount to be
converted by the conversion  price in effect on the conversion  date.  Round the
result to the nearest  1/100th of a share.  The Company  will deliver a check in
lieu of any fractional share.

     The initial  conversion  price is stated in paragraph 8 of the  Securities.
The conversion price is subject to adjustment in accordance with Section 5.04.

     SECTION  5.02.  Manner of  Exercising  Conversion  Privilege.  To convert a
Security  a  Holder  must  satisfy  the  requirements  in  paragraph  8  of  the
Securities.  The .date on which the Holder  satisfies all those  requirements is
the conversion  date. As soon as  practicable,  the Company shall deliver to the
Holder through the Conversion  Agent a certificate for the number of full shares
of  Common  Stock  issuable  upon  the  conversion  and a  check  in lieu of any
fractional  share.  The person in whose name the certificate is registered shall
be treated as a stockholder of record on and after the conversion date.

     Except as provided  below,  no  adjustment  will be made on conversion of a
Security for interest accrued thereon or for dividends on shares of Common Stock
issued on  conversion.  If a Security is surrendered  for conversion  during the
period after the close of business on any regular record date for the payment of
interest  and  before the  opening of  business  on the  corresponding  interest
payment date, then (a) notwithstanding such conversion,  the interest payable on
such interest payment date will be paid by check to the Person in whose name the
Security is  registered  at the close of business on such record  date,  and (b)
(excluding  Securities or portions thereof called for redemption on a Redemption
Date  occurring  after  such  regular  record  date and on or prior to the fifth
Business Day following  such interest  payment date),  when so  surrendered  for
conversion,  the  Security  shall  also be  accompanied  by  payment in New York
Clearing House funds or other funds acceptable to the Company of an amount equal
to the interest payable on such interest payment date on the principal amount of
such Security then being converted; provided, however, that if the Company shall
default in the payment of said interest, said funds, if any shall be returned to
the payor thereof.  The interest  payment with respect to a Security (or portion
of a Security)  called for  redemption on a Redemption  Date occurring on a date
during the period after the close of business on any regular  record date and on
or  prior to the  close  of  business  on the  fifth  Business  Day  after  such
corresponding  interest payment date, shall be payable by check on such interest
payment  date to the holder of such  Security  at the close of  business on such
regular record date  notwithstanding  the conversion of such Security after such
regular record date and on or prior to such interest payment


                                       23


<PAGE>


date,  and the holder  converting  such Security shall not be required to pay an
amount equal to the interest payable by check on such interest payment date upon
surrender of such Security for conversion.

     As  promptly  as  practicable  after the receipt of such notice and of such
payment,  if required,  and the  surrender of such  Security as  aforesaid,  the
Company shall issue and deliver,  at the office or agency at which such Security
is surrendered,  to such holder or on his written order, as specified therein, a
certificate  or  certificates  for the  number of full  shares  of Common  Stock
issuable upon the conversion of such Security (or specified  portion thereof) in
accordance  with the  provisions of this Article  Five,  and cash as provided in
Section  5.03 in  respect  of any  fractional  share of Common  Stock  otherwise
issuable  upon such  conversion.  Such  conversion  shall be deemed to have been
effected immediately prior to the close of business on the date on which notice,
payment,  if required,  and proper endorsement or transfer,  if required,  shall
have been received by the Company and such Security shall have been  surrendered
as aforesaid  (unless such holder shall have so  surrendered  such  Security and
shall have  instructed the Company to effect the conversion on a particular date
following  such  surrender  and such holder  shall be  entitled to convert  such
Security  on such  date in which  case  such  conversion  shall be  deemed to be
effected  immediately  prior to the close of  business on such date) and at such
time the  rights of the holder of such  Security  as such  Securityholder  shall
cease and the  person or  persons  in whose  name or names  any  certificate  or
certificates  for shares of Common Stock shall be issuable upon such  conversion
shall be deemed to have  become  the  holder or  holders of record of the shares
represented thereby.

     In the case of any  Security  which is  converted  in part only,  upon such
conversion  the Company  shall execute and the Trustee  shall  authenticate  and
deliver to or on the order of the holder thereof, at the expense of the Company,
a new Security or  Securities of authorized  denominations  in principal  amount
equal to the unconverted portion of such Security.

     SECTION 5.03.  Fractional  Shares.  The Company will not issue a fractional
share of Common Stock upon  conversion  of a Security.  Instead the Company will
deliver its check for the current  market  value of the  fractional  share.  The
current market value of a fraction of a share is determined as follows: Multiply
the current  market price (as defined in Section  5.04) on the Business Day next
preceding  the date of  conversion  of a full share by the  fraction.  Round the
result to the nearest cent.

     If more than one Security shall be  surrendered  for conversion at one time
by the same  Holder,  the number of full shares  which  shall be  issuable  upon
conversion  shall be computed on the basis of the aggregate  principal amount of
Securities (or specified  portions  thereof to the extent  permitted  hereby) so
surrendered.

     SECTION 5.04. Adjustment of Conversion Price. The conversion price shall be
adjusted from time to time as follows:



                                       24



<PAGE>


     (a) In case  the  Company  shall  hereafter  (i) pay a  dividend  or make a
distribution  on its Common Stock in shares of Common Stock,  (ii) subdivide its
outstanding  shares  of Common  Stock  into a greater  number of  shares,  (iii)
combine its outstanding  shares of Common Stock into a smaller number of shares,
or (iv)  issue by  reclassification  of its  Common  Stock any shares of capital
stock of the Company,  the conversion price in effect  immediately prior to such
action  shall  be  adjusted  so  that  the  holder  of any  Security  thereafter
surrendered for conversion  shall be entitled to receive the number of shares of
Common  Stock or other  capital  stock of the Company  which he would have owned
immediately  following such action had such Security been converted  immediately
prior  thereto.  An  adjustment  made pursuant to this  subsection  shall become
effective  immediately  after  the  record  date in the  case of a  dividend  or
distribution and shall become effective  immediately after the effective date in
the case of a subdivision,  combination or reclassification.  If, as a result of
an adjustment  made pursuant to this  subsection  (a) the holder of any Security
thereafter surrendered for conversion shall become entitled to receive shares of
two or more classes of capital stock or shares of Common Stock and other capital
stock of the  Company,  the Board of  Directors  (whose  determination  shall be
conclusive and shall be described in a statement filed with the Trustee and with
any  Conversion  Agent)  shall  determine  in good faith the  allocation  of the
adjusted  conversion  price  between or among  shares of such classes of capital
stock or shares of Common Stock and other capital stock.

     (b) In case the Company shall hereafter issue rights or warrants to holders
of its outstanding shares of Common Stock generally  entitling them to subscribe
for or  purchase  shares of  Common  Stock (or  securities  convertible  into or
exchangeable  for Common  Stock) at a price per share (or having a conversion or
exchange  price per  share)  less than the  current  market  price per share (as
determined  pursuant to subsection (e) of this Section 5.04) of the Common Stock
on the record date mentioned  below,  the conversion  price shall be adjusted so
that the same shall equal the price  determined by  multiplying  the  conversion
price in effect immediately prior to such record date by a fraction of which the
numerator  shall be the  number of shares of Common  Stock  outstanding  on such
record  date plus the  number of shares  of  Common  Stock  which the  aggregate
offering  price of the total  number of shares of Common  Stock so  offered  for
subscription  or purchase would  purchase at such current  market price,  and of
which the denominator  shall be the number of shares of Common Stock outstanding
on such record date plus the number of additional shares of Common Stock offered
for  subscription  or  purchase.  Such  adjustment  shall  be made  successively
whenever any such rights or warrants are distributed, and shall become effective
immediately after the record date for the determination of stockholders entitled
to receive  such rights or  warrants.  If at the end of the period  during which
such rights or warrants are  exercisable  not all rights or warrants  shall have
been exercised, the adjusted conversion price shall be immediately readjusted to
what it would have been based  upon the  number of  additional  shares of Common
Stock actually issued (or the number of shares of


                                       25



<PAGE>


Common  Stock  issuable  upon  conversion  of  convertible  securities  actually
issued).

     (c) In case the  Company  shall  hereafter  distribute  to  holders  of its
outstanding  Common  Stock  generally  evidences of its  indebtedness  or assets
(excluding cash dividends or  distributions)  or rights or warrants to subscribe
for securities of the Company  (excluding those referred to in subsection (b) of
this Section 5.04), then in each such case the conversion price of the shares of
Common Stock shall be adjusted so that the same shall equal the price determined
by multiplying the conversion price in effect  immediately  prior to the date of
such  distribution  by a fraction  of which the  numerator  shall be the current
market price per share (determined as provided in subsection (e) of this Section
5.04) of the Common Stock on the record date mentioned  below less the then fair
market value (as determined by the Board of Directors, whose determination shall
be conclusive  and shall be described in a statement  filed with the Trustee and
with any Conversion  Agent) of the portion of such evidences of  indebtedness or
assets (but not cash) so  distributed to the holder of one share of Common Stock
or of such  subscription  rights or warrants  applicable  to one share of Common
Stock, and of which the denominator shall be such current market price per share
of Common Stock.  Such adjustment shall become effective  immediately  after the
record date for the  determination  of  stockholders  entitled  to receive  such
distribution.

     In any case in which this  subsection  (c) is  applicable,  subsection  (b)
shall not be applicable.

     (d) In case the  Company  shall,  by  dividend  or  otherwise,  at any time
distribute to all holders of its Common Stock cash in an aggregate  amount that,
together  with the  aggregate  amount of any  other  cash  distributions  to all
holders of its Common Stock within the 12 months  preceding  the date of payment
of such  distribution  and in respect of which no  conversion  price  adjustment
pursuant to this subsection (d) has been made previously exceeds an amount equal
to 15% of the amount  determined  by  multiplying  the current  market price per
share  (determined  as provided in  subsection  (e) of this Section 5.04) of the
Common  Stock on the date  fixed  for  stockholders  entitled  to  receive  such
distribution  by the number of shares of Common Stock  outstanding  on such date
(excluding  shares held in the Treasury of the Company),  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 subsection
(d) by a fraction of which the numerator  shall be the current  market price per
share  (determined  as provided in  subsection  (e) of this Section 5.04) 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  current  market  price  per  share  of the  Common  Stock  (determined  as
aforesaid), such reduction to



                                       26



<PAGE>


become  effective  immediately  prior  to the  opening  of  business  on the day
following the date fixed for the payment of such distribution.

     (e) For the purpose of any computation  under  subsections (b), (c) and (d)
of this Section 5.04 or under Section 5.03, the "current market price" per share
of Common  Stock on any  record  date  shall be deemed to be the  average of the
daily closing prices for the five consecutive trading days immediately preceding
the date in  question.  The  closing  price  for each day shall be the last sale
price  regular way or, in case no such sale takes place on such day, the average
of the closing bid and asked prices  regular way, in either case on the New York
Stock Exchange,  or, if the shares of Common Stock are not listed or admitted to
trading on such Exchange, on the principal national securities exchange on which
the shares  are  listed or  admitted  to  trading,  or if they are not listed or
admitted  to  trading  on any  national  securities  exchange,  on the  National
Association of Securities Dealers Automated Quotation ("NASDAQ") national market
system or any  comparable  system,  or if the Common  Stock is not listed on the
NASDAQ  system or a  comparable  system,  the  closing  bid and asked  prices as
furnished by any member of the National Association of Securities Dealers,  Inc.
selected from time to time by the Company for that purpose.

     (f) In any case in which this Section 5.04 shall require that an adjustment
be made immediately following a record date, the Company may elect to defer (but
only until five  Business  Days  following  the filing by the  Company  with the
Trustee  and any  Conversion  Agent of the  certificate  of  Independent  Public
Accountants  described  in Section  5.05)  issuing to the holder of any Security
converted  after such record date the shares of Common Stock  issuable upon such
conversion  over and  above  the  shares  of  Common  Stock  issuable  upon such
conversion on the basis of the conversion price prior to adjustment.

     (g) No adjustment  in the  conversion  price shall be required  unless such
adjustment  would  require an increase or decrease of at least 1% of such price;
provided,  however,  that any adjustments which by reason of this subsection (g)
are not  required to be made shall be carried  forward and taken into account in
any subsequent  adjustment.  All  calculations  under this Section 5.04 shall be
made to the nearest cent or the nearest  1/100th of a share, as the case may be.
Anything in this Section 5.04 to the contrary notwithstanding, the Company shall
be entitled to make such  reductions  in the  conversion  price,  in addition to
those required by this Section 5.04, as it in its discretion  shall determine to
be  advisable  in  order  that  any  stock  dividend,   subdivision  of  shares,
distribution  of rights to purchase  stock or  securities,  or  distribution  of
securities  convertible  into or  exchangeable  for stock  hereafter made by the
Company to its  stockholders  shall not be  taxable;  provided  that in no event
shall such  conversion  price be less than the par value of the Common  Stock at
the time such reduction is made. No adjustment to the conversion  price pursuant
to this Indenture shall reduce the conversion  price below the then existing par
value per share of



                                       27



<PAGE>


Common Stock.  The Company  hereby  covenants not to take any action to increase
the par value per share of the Common Stock.

     No adjustment in the  conversion  price need be made for rights to purchase
shares of Common Stock or  issuances of Common Stock  pursuant to a Company plan
for reinvestment of dividends or interest.

     (h) In the  event  that  at any  time as a  result  of an  adjustment  made
pursuant to subsection  (a) of this Section 5.04,  the holder of any  Securities
thereafter  surrendered  for  conversion  shall  become  entitled to receive any
shares  of the  Company  other  than  shares  of Common  Stock,  thereafter  the
conversion  price of such other  shares so  receivable  upon  conversion  of any
Security  shall be  subject to  adjustment  from time to time in a manner and on
terms as nearly  equivalent as  practicable  to the  provisions  with respect to
Common Stock contained in this Article Five.

     SECTION 5.05.  Certificate  Concerning Adjusted Conversion Price.  Whenever
the  conversion  price is adjusted  as herein  provided,  (i) the Company  shall
promptly file with the Trustee and any Conversion  Agent a certificate of a firm
of Independent Public Accountants (who may be the regular  accountants  employed
by the Company)  setting forth the  conversion  price after such  adjustment and
setting forth a brief  statement of the facts  requiring such adjustment and the
manner of computing the same, which certificate shall be conclusive  evidence of
the correctness of such adjustment and (ii) a notice stating that the conversion
price has been  adjusted and setting forth the adjusted  conversion  price shall
forthwith  be given by the  Company to the  Securityholders  in the same  manner
provided in Section 16.03.  The Trustee and any Conversion  Agent shall be under
no  duty  or  responsibility  with  respect  to  any  such  certificate  or  the
certificate  provided  for in Section 5. 10 except to exhibit the same from time
to time to any holder of a Security desiring an inspection of such certificate.

     SECTION 5.06. Notice of Certain Corporate Action. In case:

     (a) the Company  shall take any action which would require an adjustment in
the conversion price pursuant to Sections 5.04(b), 5.04(c) or 5.04(d); or

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

     (c) there shall be any capital  reorganization or  reclassification  of the
Common Stock (other than a subdivision or combination of the outstanding  Common
Stock and other  than a change in the par  value of the  Common  Stock),  or any
consolidation  or  merger  to which  the  Company  is a party  or any  statutory
exchange of securities  with another  corporation  and for which approval of any
stockholders  of the  Company is  required,  or any sale or  transfer  of all or
substantially all of the assets of the Company; or


                                       28


<PAGE>



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

     then  the  Company  shall  cause  to be  filed  with  the  Trustee  and any
Conversion  Agent,  and shall cause to be given to the  Securityholders,  in the
manner  provided  in  Section  16.03,  at least  fifteen  (15) days prior to the
applicable date hereinafter  specified, a notice stating (i) the date on which a
record is to be taken for the purpose of such  distribution or rights,  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  distribution  or rights is to be  determined,  or
(ii) the date on which  such  reorganization,  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   or   other   property   deliverable   upon   such   reorganization,
reclassification,    consolidation,   merger,   sale,   transfer,   dissolution,
liquidation  or  winding-up.  Failure to give such notice or any defect  therein
shall not affect the  legality  or  validity  of the  proceedings  described  in
subsection (a), (b), (c) or (d) of this Section 5.06.

     SECTION  5.07.  Company to Provide  Stock.  The  Company  will at all times
reserve and keep available out of its authorized but unissued Common Stock,  for
the purpose of effecting conversions of Securities, the full number of shares of
Common Stock deliverable upon the conversion of all outstanding Securities.  For
purposes of this Section 5.07,  the number of shares of Common Stock which shall
be  deliverable  upon the  conversion  of all  outstanding  Securities  shall be
computed as if at the time of computation all  outstanding  Securities were held
by a single holder.

     The Company will endeavor to list the shares of Common Stock required to be
delivered  upon  conversion  of  Securities  prior to such  delivery  upon  each
national securities exchange, if any, upon which the outstanding Common Stock is
listed at the time of such delivery.

     Prior to the delivery of any securities or other property,  including cash,
which  the  Company  shall  be  obligated  to  deliver  upon  conversion  of the
Securities,  the Company will endeavor to comply with all Federal and State laws
and regulations  thereunder  governing the registration of such securities with,
or any  approval  of or consent to the  delivery  thereof  by, any  governmental
authority.

     SECTION 5.08. Taxes on Conversions.  The Company will pay any and all taxes
that may be  payable in  respect  of the issue or  delivery  of shares of Common
Stock on  conversion  of  Securities  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 of Common Stock in a name
other than that of the holder of the Security or Securities 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



                                      29



<PAGE>


     of any such tax, or has  established,  to the  satisfaction of the Company,
that such tax has been paid.

     SECTION 5.09.  Covenant as to Stock. The Company  covenants that all shares
of Common Stock which may be delivered upon  conversion of Securities  will upon
delivery be duly and validly issued and fully paid and  non-assessable,  free of
all liens and charges  imposed by the Company and not subject to any  preemptive
rights.

     SECTION   5.  10.   Provision   in  Case  of   Consolidation   or   Merger.
Notwithstanding  any  other  provision  herein to the  contrary,  in case of any
consolidation  or  merger  to  which  the  Company  is a  party  (other  than  a
transaction  in which the Company is the continuing  corporation  and which does
not result in any  reclassification or change of shares of Common Stock issuable
upon conversion of the Securities (other than a change in par value, or from par
value to no par value,  or from no par value to par  value,  or as a result of a
subdivision  or  combination)),  or in case of any sale or conveyance to another
corporation of the property of the Company as an entirety or substantially as an
entirety,  or in the case of any statutory  exchange of securities  with another
corporation  (including any exchange  effected in connection  with a merger of a
third corporation into the Company), there shall be no adjustments under Section
5.04 but the  holder of each  Security  then  outstanding  shall  have the right
thereafter to convert such Security into the kind and amount of securities, cash
or other  property  which he would have owned or have been  entitled  to receive
immediately  after  such  consolidation,  merger,  statutory  exchange,  sale or
conveyance had such Security been converted  immediately  prior to the effective
date of such consolidation,  merger,  statutory exchange, sale or conveyance and
in any such case,  if  necessary,  appropriate  adjustment  shall be made in the
application of the provisions set forth in this Article Five with respect to the
rights and  interests  thereafter of the holders of the  Securities,  to the end
that  the   provisions   set  forth  in  this  Article  Five  shall   thereafter
correspondingly be made applicable,  as nearly as may reasonably be, in relation
to any shares of stock or other securities or property thereafter deliverable on
the conversion of the Securities.  Any such adjustments shall be made by and set
forth in a  supplemental  indenture  executed by the Company and the Trustee and
evidenced by a certificate of a firm of Independent  Public Accountants (who may
be the regular  accountants  employed by the Company),  to that effect;  and any
adjustment so approved shall for all purposes  hereof  conclusively be deemed to
be an appropriate adjustment.

     The  above  provisions  of this  Section  5.10  shall  similarly  apply  to
successive consolidations, mergers, statutory exchanges, sale or conveyances.

     The  Company  shall give  notice of the  execution  of such a  supplemental
indenture to the holders of Securities  in the manner  provided in Section 16.03
within 30 days after the execution thereof.

     SECTION 5.11.  Trustee's  Disclaimer of Responsibility for Certain Matters.
Neither the Trustee nor any Conversion Agent shall at any time be under any duty
or  responsibility  to any holder of Securities  to determine  whether any facts
exist which


                                       30



<PAGE>


may require any  adjustment  of the  conversion  price,  or with  respect to the
nature or extent of any such adjustment when made, or with respect to the method
employed,  or herein or in any supplemental  indenture proved to be employed, in
making  the  same.  Neither  the  Trustee  nor any  Conversion  Agent  shall  be
accountable with respect to the validity or value (or the kind or amount) of any
shares of Common Stock, or of any securities or property,  which may at any time
be issued or delivered  upon the  conversion  of any  Security;  and neither the
Trustee nor any Conversion Agent makes any representation  with respect thereto.
Neither the  Trustee  nor any  Conversion  Agent  shall be  responsible  for any
failure of the Company to issue,  transfer or deliver any shares of Common Stock
or stock  certificates or other securities or property upon the surrender of any
Security for the purpose of conversion or to comply with any of the covenants of
the Company contained in this Article Five.


                                  ARTICLE SIX.

                      PARTICULAR COVENANTS OF THE COMPANY.

     SECTION  6.01.  Payment of  Principal,  Premium and  Interest.  The Company
covenants  and agrees that it will duly and  punctually  pay or cause to be paid
the principal of (premium, if any) and interest on each of the Securities at the
time and place and in the manner provided in the  Securities.  Principal of (and
premium, if any) and interest on each of the Securities shall be considered paid
on the date due if the  Paying  Agent  (other  than the  Company,  a  Subsidiary
thereof or any  affiliate  of any  thereof)  holds on that date,  not later than
11:00 a.m. New York City time,  immediately  available funds  designated for and
sufficient  to pay the  installment.  The Company  shall pay interest on overdue
principal at the rate borne by the Securities;  it shall pay interest on overdue
installments of interest at the same rate to the extent lawful.

     SECTION 6.02.  Offices for Notices,  Payments and Conversions.  The Company
will  maintain in the Borough of  Manhattan,  The City of New York, an office or
agency where  Securities  may be  surrendered  for  registration  of transfer or
exchange or  conversion  and where notices and demands to or upon the Company in
respect of the  Securities  and this  Indenture may be served.  The Company will
give prompt written notice to the Trustee of the location, and any change in the
location,  of such office or agency.  If at any time the  Company  shall fail to
maintain any such required office or agency or shall fail to furnish the Trustee
with the address thereof,  such presentations,  surrenders,  notices and demands
may be made or served at the Corporate Trust Office of the Trustee.

     The Company may also from time to time  designate one or more other offices
or agencies where the Securities may be presented or surrendered  for any or all
such  purposes and may from time to time rescind  such  designations;  PROVIDED,
however,  that no such designation or rescission shall in any manner relieve the
Company of its  obligation  to  maintain  an office or agency in the  Borough of
Manhattan,  The City of New York for such purposes. The Company will give prompt
written notice to the


                                       31



<PAGE>


Trustee of any such  designation or rescission and of any change in the location
of any such other office or agency.

     The Company hereby  designates the Corporate Trust Office of the Trustee as
an agency of the Company in accordance with Section 2.03.

     SECTION 6.03. Paying Agents.  (a) Any Paying Agent appointed by the Company
other than the Trustee  shall be a bank or trust  company of the  character  and
with the qualifications set forth in Section 9. 10 and the Company covenants and
agrees to enter into an  appropriate  agency  agreement  with any  Registrar  or
Paying Agent not a party to this  Indenture.  The agreement  shall implement the
provisions of this Indenture  that relate to such Registrar or Paying Agent.  In
addition, the Company covenants and agrees to cause such Paying Agent to execute
and  deliver  to the  Trustee  an  instrument  in which it shall  agree with the
Trustee,  subject to the provisions of this Section,  (1) that such Paying Agent
shall hold in trust for the benefit of the Securityholders all sums held by such
Paying  Agent  for the  payment  of the  principal  of (or  premium,  if any) or
interest on any of the Securities,  (2) that such Paying Agent shall give to the
Trustee  notice of any  failure  by the  Company  (or any other  obligor  on the
Securities)  to make any payment of the  principal  of (or  premium,  if any) or
interest on the  Securities  when the same shall be due and payable,  and (3) at
any time during the continuance of such default, upon the written request of the
Trustee,  forthwith  pay to the Trustee all sums so held in trust by such Paying
Agent.

     (b) If the Company shall at any time act as its own Paying  Agent,  then on
or before eachdue date of the principal of (and premium,  if any) or interest on
any of the Securities, it will set aside and segregate and hold in trust for the
benefit of the holders of the Securities, a sum sufficient to pay such principal
(and  premium,  if any) or interest so becoming due, and will notify the Trustee
of any failure to take such action.

     (c)  Anything in this Section  6.03 to the  contrary  notwithstanding,  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 cause to be paid to
the Trustee all sums held in trust by it or any Paying Agent as required by this
Section, such sums to be held by the Trustee upon the terms herein contained.

     (d)  Anything in this Section  6.03 to the  contrary  notwithstanding,  the
agreement  to hold sums in trust as provided  in this  Section is subject to the
provisions of Sections 14.03 and 14.04 hereof.

     SECTION 6.04. Annual Review  Certificate.  The Company covenants and agrees
to deliver to the  Trustee,  on or before a date not more than 90 days after the
end of each  fiscal  year  of the  Company  ending  after  the  date  hereof,  a
certificate from its principal executive officer, principal financial officer or
principal  accounting  officer  stating that a review of the  activities  of the
Company and of its  Subsidiaries  during the preceding fiscal year has been made
under the supervision of the signing officers with


                                       32



<PAGE>


a view to  determining  whether the Company has kept,  observed,  performed  and
fulfilled its obligations  under this Indenture and further stating,  as to each
such officer  signing such  certificate,  that to the best of his  knowledge the
Company has kept,  observed,  performed and fulfilled each and every covenant in
this Indenture contained and is not in default in the performance and observance
of any of the terms, provisions and conditions hereof (or, if they Company shall
be in default,  specifying  all such defaults and the nature thereof of which he
may have  knowledge) and that to the best of his knowledge no event has occurred
and remains in existence by reason of which payments on account of the principal
of (or premium, if any) or interest on the Securities is prohibited.

     SECTION  6.05.  Appointment  to Fill a Vacancy  in Office of  Trustee.  The
Company, whenever necessary to avoid or fill a vacancy in the office of Trustee,
will appoint,  in the manner provided in Section 9.08, a Trustee,  so that there
shall at all times be a Trustee hereunder.

     SECTION 6.06. Further  Instruments and Acts. The Company will, upon request
of the Trustee, execute and deliver such further instruments and do such further
acts as may reasonably be necessary or proper to carry out more  effectually the
purposes of this Indenture.

     SECTION 6.07. Payment of Taxes and Assessments.  The Company will, and will
cause each Subsidiary to, pay all taxes,  assessments and  governmental  charges
lawfully  levied or assessed upon it, its property,  or upon any part thereof or
upon its income or profits,  or any part  thereof,  before the same shall become
delinquent,  and will duly observe and conform to all lawful requirements of any
governmental authority relative to any of its property, and all covenants, terms
and conditions  upon or under which any of its property is held; and within four
months after the accruing of any lawful  claims or demands for labor,  materials
or supplies or other matters which might become a lien or charge upon any of its
property or the income therefrom,  it will pay or cause to be discharged or make
adequate  provision to satisfy and discharge the same;  provided that nothing in
this Section 6.07 or elsewhere in this  Indenture  contained  shall  require the
Company to observe or conform to any  requirements of governmental  authority or
to cause to be paid or  discharged,  or to make  provision for, any such lien or
charge or to pay any such tax assessment or  governmental  charge so long as the
applicability or validity thereof shall be contested in good faith; and provided
further,  that neither the Company nor any  Subsidiary  shall be required to pay
any such  taxes,  assessments  or  charges,  if in the  judgment of the Board of
Directors of the Company or such  Subsidiary,  such  payment  shall no longer be
advantageous to the Company or such Subsidiary in the conduct of its business.

     SECTION  6.08.  Maintenance  of  Corporate  Existence.  Except as otherwise
provided or permitted  pursuant to the other  provisions of this Indenture,  the
Company  will,  and will  cause  each  Subsidiary  to,  maintain  its  corporate
existence and right to carry on business and duly procure all necessary renewals
and  extensions  thereof and to use its best efforts to  maintain,  preserve and
renew all such rights, powers, privileges


                                       33




<PAGE>



and  franchises;  provided,  however,  that nothing  herein  contained  shall be
construed  to prevent the Company or a  Subsidiary  from  ceasing or omitting to
exercise any rights, powers, privileges or franchises (including, in the case of
a Subsidiary,  the  corporate  existence  thereof)  which in the judgment of the
Board of Directors of the Company or of such Subsidiary  should not be exercised
or the ceasing or omitting to exercise of which in the  judgment of the Board of
Directors of the Company or of such Subsidiary will not have a material  adverse
effect on the Company and its  Subsidiaries  considered as a whole; and provided
further, that any Subsidiary of the Company may consolidate with, merge into, or
transfer or distribute  all or part of its property and assets to the Company or
any wholly-owned Subsidiary of the Company.

     SECTION 6.09. Change of Control.  (a) In the event that a Change of Control
occurs,  each  Securityholder  shall  have the right,  at such  Securityholder's
option,  to  require  that the  Company  repurchase  all or any  portion of such
Securityholder's  Securities  at  a  purchase  price  (the  "Change  of  Control
Repurchase  Price")  in  cash  equal  to 100% of the  principal  amount  thereof
together with accrued interest to the date of repurchase (the "Change of Control
Repurchase  Date"),  in accordance  with the provisions of paragraph (b) of this
Section 6.09, on a date that shall be not later than the 40th Business Day after
the mailing by the Company of the notice that a Change of Control has occurred.

     (b) Within 15 Business  Days after a Change of Control,  the Company  shall
mail a notice to the Trustee and each Securityholder of record as of the date of
the Change of Control stating:

     (1) that a Change of Control has occurred and that such  Securityholder has
the right to  require  the  Company  to  repurchase  all or any  portion of such
Securityholder's Securities at the Change of Control Repurchase Price;

     (2) the current  conversion  price,  the date on which the right to convert
such Holder's  Securities  into Common Stock will expire and the place or places
where such Securities may be surrendered for conversion;

     (3) the Change of Control Repurchase Date;

     (4) that Holders electing to have Securities or a portion thereof purchased
will be  required  to  surrender  their  Securities  to the Paying  Agent at the
address  specified  in such  notice  prior to at any time  prior to the close of
business on the Change of Control  Repurchase Date with the "Option of Holder to
Elect Purchase" on the reverse  thereof  completed and must complete any form of
letter of transmittal  proposed by the Company and acceptable to the Trustee and
the Paying Agent;

     (5) that Holders of Securities  will be entitled to withdraw their election
to have Securities purchased if the Paying Agent receives, not


                                       34



<PAGE>


     later than the close of business on the Change of Control  Repurchase Date,
a tested telex,  facsimile  transmission or letter setting forth the name of the
Holder,  the principal amount at maturity of Securities the Holder delivered for
purchase,  the Security  certificate  number (if any) and a statement  that such
Holder is withdrawing his election to have such Securities purchased;

     (6) that Securities  which have been  surrendered to the Paying Agent maybe
converted  into  Common  Stock  only  to the  extent  that  the  Holder  of such
Securities   withdraws  his  election  to  have  such  Securities  purchased  in
accordance with the terms of this Section 6.09;

     (7) that any  Security  not  tendered  or not  accepted  for  payment  will
continue to accrue interest;

     (8) that,  unless  the  Company  defaults  in paying  the Change of Control
Repurchase  Price,  any  Security  accepted  for  payment  shall cease to accrue
interest after the Change of Control Repurchase Date; and

     (9) a description  of the procedure  which a Holder must follow to exercise
his right to have Securities repurchases.

     At the  Company's  request,  the  Trustee  shall  give  such  notice in the
Company's name and at the Company's expense, provided, however, that the Company
shall  deliver  to the  Trustee,  at least 5 days  prior to the date upon  which
notice  must be  mailed to  Securityholders  (unless  a  shorter  time  shall be
acceptable  to  the  Trustee),   an  Officer's  Certificate  setting  forth  the
information  to be stated in such notice as provided in this  Section  6.09.  No
failure  of  the  Company  to  give  the   foregoing   notice  shall  limit  any
Securityholder's right to exercise a repurchase right.

     The Trustee shall be under no  obligation to ascertain the  occurrence of a
Change of Control or to give notice with respect  thereto other than as provided
above  upon  receipt  of the  written  notice  of a Change of  Control  from the
Company. The Trustee may conclusively  presume, in the absence of written notice
from the Company to the contrary, that no Change of Control has occurred.

     (c) In the event a repurchase  right shall be exercised in accordance  with
the terms  hereof,  the Company  shall pay or cause to be paid the price payable
with  respect  to the  Securities  as to which  the  repurchase  right  had been
exercised in cash to the Securityholder. In the event that a repurchase right is
exercised with respect to less than the entire principal amount of a surrendered
Security,  the Company  shall  execute and the Trustee  shall  authenticate  for
issuance  in the name of the  Securityholder  a Security  or  Securities  in the
aggregate  principal  amount  of the  unpurchased  portion  of such  surrendered
Security.





                                       35



<PAGE>


     (d) In connection  with any  repurchase  of  Securities  under this Section
6.09,  the Company shall (i) comply with Rule 13e-4 (which term, as used herein,
includes any successor provision thereto) under the Exchange Act, if applicable,
(ii) file the related Schedule 13e-4 (or any successor schedule, form or report)
under the  Exchange  Act, if  applicable,  and (iii)  otherwise  comply with all
federal  and state  securities  laws so as to permit the rights and  obligations
under this Section 6.09 to be exercised in the time and in the manner  specified
in this Section 6.09.

     SECTION 6.10.  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,
plead,  or in any manner  whatsoever  claim or take the benefit or advantage of,
any stay or  extension  law or other law that  would  prohibit  or  forgive  the
Company  from paying all or any portion of the  principal  of or interest on the
Securities as contemplated herein or in the Securities, wherever enacted, now or
at any  time  hereafter  in  force,  or that may  affect  the  covenants  or the
performance  of this  Indenture;  and (to the extent that it may lawfully do so)
the Company  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 6.11. SEC Reports. (a) The Company shall file all reports and other
information  and documents which it is required to file with the SEC pursuant to
Section 13 or 15(d) of the  Exchange  Act, and within 15 days after it files all
such reports,  information  and other  documents with the SEC, the Company shall
file  copies  of all such  reports,  information  and other  documents  with the
Trustee.  The Company will cause any quarterly and annual reports which it mails
to its stockholders to be mailed to the Holders of the Securities.

     In the event the Company is at any time no longer  subject to the reporting
requirements  of Section  13 or 15(d) of the  Exchange  Act,  the  Company  will
prepare,  for the first three quarters of each fiscal year,  quarterly financial
statements  substantially  equivalent to the financial statements required to be
included in a report on Form 10-Q under the Exchange  Act. The Company will also
prepare, on an annual basis, complete audited consolidated financial statements,
including,  but not limited to, a balance sheet,  a statement of  operations,  a
statement of cash flows and all appropriate notes. All such financial statements
will be prepared in accordance  with generally  accepted  accounting  principles
consistently  applied,  except for changes with which the Company's  independent
accountants  concur,  and except  that  quarterly  statements  may be subject to
year-end adjustments. The Company will cause a copy of such financial statements
to be filed with the Trustee and mailed to the Holders of the Securities  within
50 days after the end of each of the first  three  quarters  of each fiscal year
and within 95 days after the close of each fiscal  year.  The Company  will also
comply with the other provisions of TIA Subsection 314(a).






                                       36



<PAGE>


                                 ARTICLE SEVEN.

                             (Intentionally Omitted]

                                 ARTICLE EIGHT.

         REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT

     SECTION 8.01. Events of Default. An "Event of Default" occurs if:

     (a) the Company defaults in the payment of any installment of interest upon
any of the  Securities as and when the same shall become due and payable and the
default  continues  for a period  of 30 days,  whether  or not such  payment  is
prohibited by the provisions of Article Four; or

     (b) the Company  defaults in the payment of the principal  (or premium,  if
any) of any of the  Securities as and when the same shall become due and payable
either at maturity,  upon redemption (including redemption and purchase pursuant
to Section 6.09),  by declaration or otherwise,  and in each case whether or not
such payment is prohibited by the provisions of Article Four; or

     (c) the Company fails to perform or observe any other covenant or agreement
in the Securities or in this Indenture and the default  continues for the period
and after the notice  specified  in the  penultimate  paragraph  of this Section
8.01; or

     (d) the Company or any of its Significant Subsidiaries shall have failed to
pay  principal at maturity of, or an event of default shall have occurred and be
continuing  under and  resulted  in the  acceleration  of,  any loan  agreement,
mortgage,  indenture or other instrument under which there is issued or by which
there is secured or evidenced any  Indebtedness  of the Company  (other than the
Securities) or any of its Significant  Subsidiaries,  whether such  Indebtedness
exists as of the Issuance Date or shall be created thereafter, and the principal
amount of such Indebtedness which,  together with any such other Indebtedness so
accelerated  or not paid at maturity,  aggregates  an amount equal to or greater
than $10,000,000; or

     (e) there shall have been  entered a decree or order  under any  Bankruptcy
Law by a court of  competent  jurisdiction  that (A) is for relief in respect of
the  Company or any  Significant  Subsidiary  under any  Bankruptcy  Law, or (B)
appoints a Custodian  of the Company or such  Significant  Subsidiary  or of any
substantial part of the property of the Company or such Significant  Subsidiary,
as the case may be, or (C) orders the  winding-up or  liquidation of the affairs
of the Company or such  Subsidiary,  as the case may be, and the  continuance of
any such decree or order  unstayed and in effect for a period of 60  consecutive
days; or





                                       37



<PAGE>


     (f) the  Company or any  Significant  Subsidiary  pursuant to or within the
meaning of any Bankruptcy Law (A) commences a voluntary case or proceeding  with
respect to itself, (B) consents to the entry of a judgment,  decree or order for
relief  against  it in an  involuntary  case or  proceeding,  (C)  applies  for,
consents  to or  acquiesces  in the  appointment  of or taking  possession  by a
Custodian of the Company or such  Significant  Subsidiary  or for a  substantial
part of its properties or (D) makes a general  assignment for the benefit of its
creditors; or

     (g) a final judgment which, together with other outstanding final judgments
entered against the Company and/or any of its Significant Subsidiaries, is equal
to or exceeds an aggregate of $10,000,000  (not covered by valid and collectible
insurance  from  solvent  unaffiliated  insurers)  shall be entered  against the
Company  and/or  any of its  Significant  Subsidiaries  and within 60 days after
entry  thereof  such  judgment or  judgments  shall not have been  satisfied  or
discharged or execution  thereof  stayed pending appeal or, within 60 days after
the expiration of any such stay,  such judgment shall not have been satisfied or
discharged.

     The term  "Bankruptcy Law" means Title 11 of the United States Code, as now
constituted or hereafter  amended,  or any other  applicable  Federal,  state or
foreign bankruptcy,  insolvency or other similar law. The term "Custodian" means
any receiver, liquidator, assignee, trustee, custodian,  sequestrator or similar
official under any Bankruptcy Law.

     A Default  under  clause (c) is not an Event of Default  until the  Trustee
notifies the Company,  or the Holders of at least 25% in principal amount of the
Securities then outstanding  notify the Company and the Trustee,  of the Default
and the Company does not cure the Default  within 60 days after  receipt of such
notice.  The notice must  specify the  Default,  demand that it be remedied  and
state the notice is a "Notice of Default." When a Default is cured, it ceases.

     SECTION 8.02. Acceleration. If any Event of Default (other than an Event of
Default with respect to the Company  specified in Sections 8.01(e) or (f) above)
occurs and is continuing,  the Trustee by notice to the Company,  or the Holders
of at least 25% in principal amount of the Securities then outstanding by notice
to the Company and the  Trustee,  may declare to be due and payable  immediately
the  principal  amount of the  Securities  plus accrued  interest to the date of
acceleration.  Upon any such  declaration,  such amount shall be due and payable
immediately.  If an Event of Default  with  respect to the Company  specified in
Sections 8.01(e) or (f) above occurs,  all unpaid principal and accrued interest
on the Securities  then  outstanding  shall IPSO FACTO become and be immediately
due and payable  without any declaration or other act on the part of the Trustee
or any  Securityholder.  The  Holders of a majority in  principal  amount of the
outstanding  Securities by notice to the Trustee may rescind an acceleration and
its  consequences  if (x)  all  existing  Events  of  Default,  other  than  the
non-payment  of the  principal  of the  Securities  which  shall have become due
solely by such declaration of acceleration, shall have been cured or waived, (y)
to the  extent the  payment of such  interest  is  lawful,  interest  on overdue
installments of interest and


                                       38




<PAGE>


overdue  principal  which has become due otherwise  than by such  declaration of
acceleration  has been paid, and (z) the rescission  would not conflict with any
judgment or decree of a court of competent jurisdiction.

     SECTION  8.03.  Other  Remedies.  If an  Event  of  Default  occurs  and is
continuing,  the Trustee may pursue any available remedy by proceeding at law or
in equity to collect the payment of principal or interest on the  Securities  or
to enforce the performance of any provision of the Securities or this Indenture.

     The Trustee may  maintain a  proceeding  even if it does not possess any of
the Securities or does not produce any of them in the  proceeding,  and any such
proceeding instituted by the Trustee shall be brought in its own name as trustee
of an express trust, and any recovery of judgment shall, after provision for the
payment of the reasonable compensation,  expenses, disbursements and advances of
the Trustee,  its agents and counsel,  be for the ratable benefit of the Holders
of the Securities in respect of which such judgment has been recovered.

     SECTION 8.04. Waiver of Defaults and Events of Default. Subject only to the
provisions  of  Sections  8.07 and 12.02  hereof,  the  Holders of a majority in
principal amount of the outstanding  Securities by written notice to the Trustee
may waive an existing  Default or Event of Default and its  consequences  except
(a) a Default in payment of  principal  or interest on any Security as specified
in  clauses  (a) and (b) of Section  8.01 or (b) in  respect  of a  covenant  or
provision  hereof  which  under  Article  Twelve  cannot be  modified or amended
without the consent of the Holder of each outstanding Security affected.  When a
Default  or Event of  Default is  waived,  it is cured and  ceases;  but no such
waiver shall extend to any  subsequent  or other  Default or Event of Default or
impair any right consequent thereto.

     SECTION 8.05.  Control by Majority.  The Holders of a majority in principal
amount of the  outstanding  Securities may 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 it, including,  without limitation, any remedies
provided for in Section  8.03.  The Trustee may refuse,  however,  to follow any
direction that conflicts with law, the Securities or this Indenture, or that the
Trustee   determines  may  be  unduly  prejudicial  to  the  rights  of  another
Securityholder,  that may involve the  Trustee in personal  liability  or if the
Trustee  determines that it does not have adequate  indemnification  against any
loss or expense;  PROVIDED  that the Trustee  may take any other  action  deemed
proper by the Trustee which is not inconsistent with such direction.

     SECTION 8.06.  Limitation  on Suits.  Except as provided in Section 8.07, a
Securityholder  may not pursue any remedy with respect to this  Indenture or the
Securities unless:

     (a) the Holder gives to the Trustee written notice of a continuing Event of
Default;


                                       39



<PAGE>


     (b) the Holders of at least 25% in principal  amount of the Securities then
outstanding make a written request to the Trustee to pursue the remedy;

     (c) such Holder or Holders offer to the Trustee  indemnity  satisfactory to
the Trustee against any loss, liability or expenses;

     (d) the  Trustee  does not  comply  with the  request  within 30 days after
receipt of the notice, request and offer of indemnity; and

     (e) no direction  inconsistent  with such written request has been given to
the Trustee  during such 30-day period by the Holders of a majority in principal
amount of the Securities then outstanding.

     A  Securityholder  may not use this  Indenture to  prejudice  the rights of
another  Securityholder  or to obtain a  preference  or  priority  over  another
Securityholder.

     SECTION 8.07.  Rights of Holders to Receive  Payment.  Notwithstanding  any
other  provision  of this  Indenture,  the right of any Holder of a Security  to
receive  payment of the  principal  of,  premium,  if any,  and  interest on the
Security,  on or after  the  respective  due  dates  expressed  in the  Security
(including  the maturity  date,  the  Redemption  Date and the Change of Control
Purchase  Date),  or to bring suit for the enforcement of any such payment on or
after such  respective  dates,  is absolute and  unconditional  and shall not be
impaired or affected without the consent of the Holder.

     Notwithstanding  any other  provision of this  Indenture,  the right of any
Holder  of a  Security  to  convert  the  Security  or to  bring  suit  for  the
enforcement of such right shall not be impaired or affected  without the consent
of the Holder.

     SECTION 8.08. Collection Suit by Trustee. If an Event of Default in payment
of  interest  or  principal  specified  in Section  8.01(a) or (b) occurs and is
continuing,  the Trustee may recover  judgment in its own name and as trustee of
an express trust against the Company or any other obligor on the  Securities for
the whole amount of unpaid  principal  and accrued  interest  remaining  unpaid,
together with interest on overdue  principal  and, to the extent that payment of
such interest is lawful,  interest on overdue installments of interest,  in each
case at the rate borne by the  Securities,  and 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.

     SECTION 8.09.  Trustee May File Proofs of Claim.  The Trustee may file such
proofs of claim and other  papers or  documents as may be necessary or advisable
in order  to have  the  claims  of the  Trustee  (including  any  claim  for the
reasonable  compensation,  expenses,  disbursements and advances of the Trustee,
its  agents  and  counsel)  and  the  Securityholders  allowed  in any  judicial
proceedings  relative to the Company (or any other obligor upon the Securities),
its creditors or its property and


                                       40



<PAGE>


     shall be entitled and  empowered to collect and receive any monies or other
property  payable or  deliverable on any such claims and to distribute the same.
Any  Custodian in any such  judicial  proceeding  is hereby  authorized  by each
Securityholder  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
Securityholders,  to pay to the Trustee any amount due to it for the  reasonable
compensation,  expenses,  disbursements and advances of the Trustee,  its agents
and counsel, and any other amounts due the Trustee under Section 9.07.

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

     SECTION 8.10.  Application  of Money  Collected by Trustee.  Subject to the
provisions  of Article Four,  any moneys  collected by the Trustee or any Paying
Agent pursuant to this Article Eight shall be applied in the order following, at
the date or dates fixed by the Trustee for the distribution of such moneys, upon
presentation of the several  Securities,  and stamping  thereon 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  9.07
hereof;

     Second:  To holders  of Senior  Indebtedness  of the  Company to the extent
required by Article Four hereof,

     Third:  To the  Securityholders  for  amounts  owing  and  unpaid  upon the
Securities  for principal (and premium,  if any) and interest,  with interest on
the overdue principal and premium, if any, and (to the extent that such interest
has been  collected by the Trustee or Paying Agent) on overdue  installments  of
interest at the rate borne by the  Securities,  ratably,  without  preference or
priority of any kind, according to the amounts due and payable on the Securities
for principal (and premium, if any) and interest, respectively; and

     Fourth: To the Company or as a court of competent jurisdiction may direct.

     SECTION  8.11.  Undertaking  to Pay Costs.  All  parties to this  Indenture
agree, and each holder of any Security by his acceptance thereof shall be deemed
to have agreed,  that any court may in its discretion  require,  in any suit for
the  enforcement  of any right or remedy  under this  Indenture,  or in any suit
against the Trustee for any action taken or omitted by it as Trustee, the filing
by any party  litigant in such suit of an  undertaking  to pay the costs of such
suit,  and that  such  court  may in its  discretion  assess  reasonable  costs,
including reasonably attorneys' fees, against any party litigant


                                       41



<PAGE>


     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 8.11
shall not apply to any suit instituted by the Trustee, to any suit instituted by
any Securityholder,  or group of Securityholders,  holding in the aggregate more
than ten percent in aggregate principal amount of the Securities outstanding, or
to any suit instituted by any  Securityholder for the enforcement of the payment
of the principal of (or premium, if any) or interest on any Security against the
Company on or after the due date expressed in such Security.

     SECTION 8.12.  Restoration  of Rights and  Remedies.  If the Trustee or any
Holder has  instituted  any proceeding to enforce any right or remedy under this
Indenture or any Security and such proceeding has been discontinued or abandoned
for any  reason,  or has been  determined  adversely  to the  Trustee or to such
Holder, then and in every case, subject to any determination in such proceeding,
the  Company,  the  Trustee  and the Holders  shall be  restored  severally  and
respectively to their former  positions  hereunder and thereafter all rights and
remedies  of the  Trustee  and the  Holders  shall  continue  as  though no such
proceeding had been instituted.

     SECTION  8.13.  Rights and Remedies  Cumulative.  No right or remedy herein
conferred  upon or  reserved  to the Trustee or to the Holders is intended to be
exclusive of any other right or remedy,  and every 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  8.14.  Delay or Omission  Not Waiver.  No delay or omission of the
Trustee  or of any  Holder  of any  Security  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  Eight or by law to the Trustee or
to the Holders may be exercised from time to time, and as often as may be deemed
expedient, by the Trustee or by the Holders, as the case may be.


                                  ARTICLE NINE.

                             CONCERNING THE TRUSTEE.

     SECTION 9.01. Duties of Trustee.

     (1) If an Event of Default  has  occurred  and is  continuing,  the Trustee
shall  exercise its rights and powers vested in it by this Indenture and use the
same  degree  of care and skill in their  exercise  as a  prudent  person  would
exercise or use under the circumstances in the conduct of his own affairs.



                                       42



<PAGE>


     (2) Except during the continuance of an Event of Default:

     (a) The Trustee need perform  only those duties that are  specifically  set
forth in this Indenture and no others.

     (b) 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.  The Trustee,  however,  shall
examine the certificates  and opinions to determine  whether or not they conform
to the requirements of this Indenture.

     (c) The Trustee may not be relieved  from  liability  for its own negligent
action, its own negligent failure to act, or its own willful misconduct,  except
that:

     (1) This  paragraph  does not limit the  effect  of  paragraph  (b) of this
Section 9.01.

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

     (3) The Trustee  shall not be liable with respect to any action it takes or
omits to take in good  faith  in  accordance  with a  direction  received  by it
pursuant to Section 8.05.

     (d)  Every  provision  of this  Indenture  that in any way  relates  to the
Trustee is subject to paragraphs (a), (b) and (c) of this Section 9.01.

     (e) The Trustee  may refuse to perform  any duty or  exercise  any right or
power unless it receives  indemnity  reasonably  satisfactory  to it against any
loss, liability or expense.

     (f) The Trustee  shall not be liable for interest on any money  received by
it except as the Trustee may agree with the Company.  Money held in trust by the
Trustee need not be segregated from other funds except to the extent required by
law.

     SECTION 9.02. Rights of Trustee. Subject to Section 9.01:

     (1) The Trustee may rely on any  document  believed by it to be genuine and
to have been signed or  presented  by the proper  person.  The Trustee  need not
investigate any fact or matter stated in the document.

     (2) Before the Trustee  acts or  refrains  from  acting,  it may require an
Officer's'  Certificate or an Opinion of Counsel, which shall conform to Section
16.04. The


                                       43


<PAGE>




Trustee  shall  not be liable  for any  action it takes or omits to take in good
faith in reliance on such Certificate or Opinion.

     (3) The Trustee may act through Agents and shall not be responsible for the
misconduct or negligence of any Agent appointed with due care.

     (4) The  Trustee  shall not be liable  for any  action it takes or omits to
take in good faith which it believes  to be  authorized  or within its rights or
powers.

     SECTION 9.03.  Individual Rights of Trustee.  The Trustee in its individual
or any other  capacity  may become the owner or  pledgee of  Securities  and may
otherwise deal with the Company or its Affiliates  with the same rights it would
have if it were not  Trustee.  Any Agent may do the same with like  rights.  The
Trustee, however, is subject to Sections 9.10 and 9.11.

     SECTION 9.04. Trustee's Disclaimer.  The Trustee makes no representation as
to the validity or adequacy of this Indenture or the Securities, it shall not be
accountable  for the Company's use of the proceeds from the  Securities,  and it
shall not be  responsible  for any  statement in the  Securities  other than its
certificate  of  authentication  or in any  document  used  in the  sale  of the
Securities  other than any statement in writing  provided by the Trustee for use
in such document.

     SECTION 9.05. Notice of Defaults. If a Default occurs and is continuing and
if it is known to the  Trustee,  the Trustee  shall mail to each  Securityholder
notice of the  Default  within 90 days after it occurs.  Except in the case of a
Default in payment of principal of or interest on any Security,  the Trustee may
withhold  the  notice  if  and so  long  as it in  good  faith  determines  that
withholding the notice is in the interests of Securityholders.

     SECTION 9.06. Reports by Trustee to Holders.  If such report is required by
TIA  Subsection  313,  within 60 days after each May 15  beginning  with May 15,
1995, the Trustee shall mail to each  Securityholder  a brief report dated as of
such May 15 that complies  with TIA  Subsection  313(a).  The Trustee also shall
comply with TIA Subsection 313(b) and Subsection 313).

     A copy of each report at the time of its mailing to  Securityholders  shall
be filed with the SEC and each stock national  securities  exchange on which the
Securities  are listed.  The Company  agrees to notify the Trustee  whenever the
Securities become listed on any national securities exchange.

     SECTION  9.07.  Compensation  and  Indemnity.  The Company shall pay to the
Trustee  from  time to time  reasonable  compensation  for its  services  (which
compensation  shall  not be  limited  by any  provision  of law in regard to the
compensation of a trustee of an express trust).  The Company shall reimburse the
Trustee upon  request for all  reasonable  disbursements,  expenses and advances
incurred or made by it. Such expenses may include the  reasonable  compensation,
disbursements and expenses of the Trustee's agents and counsel.


                                       44



<PAGE>


     Subject to the  provisions  of the following  paragraph,  the Company shall
indemnify the Trustee for, and hold it harmless  against,  any loss or liability
incurred by it in connection with its duties under this  Indenture.  The Trustee
shall notify the Company  promptly of any claim asserted against the Trustee for
which it may seek  indemnity and the Company may elect by written  notice to the
Trustee,  and with the consent of the Trustee, to assume the defense of any such
claim at the  Company's  expense with  counsel  reasonably  satisfactory  to the
Trustee.  If the Trustee  shall not consent to the  Company's  assumption of the
defense,  the Company agrees to pay the reasonable costs and expenses of counsel
retained to represent the Trustee.

     The Company need not  reimburse the Trustee for any expense or indemnify it
against  any loss or  liability  incurred by it through  its  negligence  or bad
faith. The Company shall not be liable for any settlement of any claim or action
effected without the Company's consent,  which consent shall not be unreasonably
withheld.

     To secure the  Company's  payment  obligations  in this Section  9.07,  the
Trustee shall have a lien prior to the  Securities on all money or property held
or  collected  by the Trustee,  except that held in trust to pay  principal  and
interest on particular Securities.

     When the  Trustee  incurs  expenses or renders  services  after an Event of
Default specified in Sections 8.01(e) or (f) hereof occurs, the expenses and the
compensation for the services (including the reasonable fees and expenses of its
agents and counsel) are intended to constitute expenses of administration  under
any Bankruptcy Law.

     SECTION  9.08.  Replacement  of Trustee.  A  resignation  or removal of the
Trustee and appointment of a successor  Trustee shall become effective only upon
the successor  Trustee's  acceptance of  appointment as provided in this Section
9.08.

     The  Trustee  may resign by so  notifying  the  Company.  The  holders of a
majority in principal  amount of the Securities then  outstanding may remove the
Trustee by so notifying the Trustee and may appoint a successor Trustee with the
Company's written consent. The Company may remove the Trustee if:

     (a) the Trustee fails to comply with Section 9.10;

     (b) the Trustee is adjudged a bankrupt or an insolvent;

     (e) a receiver or other public  officer  takes charge of the Trustee or its
property; or

     (d) the Trustee becomes incapable of acting.

     If the Trustee  resigns or is removed or if a vacancy  exists in the office
of Trustee  for any  reason,  the  Company  shall  promptly  appoint a successor
Trustee.  Within one year after the successor Trustee takes office,  the holders
of a majority in principal


                                       45



<PAGE>


amount of the  Securities  may  appoint  a  successor  Trustee  to  replace  the
successor  Trustee  appointed by the Company,  and if a successor trustee is not
appointed  within such  period,  the  holders  shall no longer be  permitted  to
appoint a successor  trustee to replace such successor  trustee appointed by the
Company.

     If a  successor  Trustee  does not take  office  within  60 days  after the
retiring Trustee resigns or is removed, the retiring Trustee, the Company or the
holders of at least 10% in principal  amount of the Securities then  outstanding
may  petition  any court of  competent  jurisdiction  for the  appointment  of a
successor Trustee.

     If the Trustee fails to comply with Section 9. 10, any  Securityholder  may
petition any court of competent  jurisdiction for the removal of the Trustee and
the appointment of a successor Trustee.

     A successor  Trustee shall deliver a written  acceptance of its appointment
to the retiring Trustee and to the Company. Immediately after that, the retiring
Trustee shall, upon payment of its charges,  transfer all property held by it as
Trustee to the  successor  Trustee,  subject to the lien provided for in Section
9.07, the resignation or removal of the retiring Trustee shall become effective,
and the successor  Trustee  shall have all the rights,  powers and duties of the
Trustee  under this  Indenture.  A  successor  Trustee  shall mail notice of its
succession to each Securityholder.

     SECTION 9.09. Successor Trustee by Merger, etc. If the Trustee consolidates
with,  merges or converts  into,  or transfers all or  substantially  all of its
corporate  trust  assets to,  another  corporation,  the  successor  corporation
without any further act shall be the successor Trustee.

     SECTION 9.10.  Eligibility;  Disqualification.  This Indenture shall always
have a Trustee who satisfies the requirements of TIA Subsection  310(a)(1).  The
Trustee shall have a combined capital and surplus of at least $10,000,000 as set
forth in its most recent published annual report of condition. The Trustee shall
comply with TIA Subsection 310(b).

     SECTION  9.11.  Preferential  Collection  of Claims  Against  Company.  The
Trustee is subject to and shall comply with TIA Subsection 311(a), excluding any
creditor  relationship  listed  in TIA  Subsection  311(b).  A  Trustee  who has
resigned or been removed shall be subject to TIA Subsection 311(a) to the extent
indicated therein.


                                  ARTICLE TEN.

                         CONCERNING THE SECURITYHOLDERS.

     SECTION 10.01. Action by Securityholders.  Whenever in this Indenture it is
provided  that the  holders of a specified  percentage  in  aggregate  principal
amount of the Securities may take any action (including the making of any demand
or  request,  the giving of any  notice,  consent or waiver or the taking of any
other action), the fact that


                                       46



<PAGE>


     at the time of  taking  any  such  action  the  holders  of such  specified
percentage  have joined  therein may be evidenced  (a) by any  instrument or any
number of instruments of similar tenor executed by  Securityholders in person or
by agent or proxy  appointed in writing,  or (b) by the record of the holders of
Securities voting in favor thereof at any meeting of Securityholders duly called
and held in  accordance  with the  provisions  of  Article  Eleven,  or (c) by a
combination  of such  instrument  or  instruments  and any such record of such a
meeting of Securityholders.

         SECTION  10.02.  Proof of  Execution  by  Securityholders,  Evidence of
Holdings.  Subject to the  provisions of Sections  9.01 and 11.05,  proof of the
execution of any instrument by a Securityholder  or his agent or proxy and proof
of the holding by any person of any of the  Securities  shall be sufficient  for
any purpose of this Indenture if made in the following manner:

     (a) The fact and date of the execution by any such person of any instrument
may be proved in any reasonable manner acceptable to the Trustee.

     (b) The  ownership  of  Securities  shall be proved by the register of such
Securities or by a certificate of the Security Registrar.

     The record of any  Securityholders'  meeting  shall be proved in the manner
provided in Section 11.06.

     The Trustee may require such additional  proof of any matter referred to in
this Section 10.02 as it shall deem necessary.

     SECTION 10.03. Company-owned Securities Disregarded. In determining whether
the holders of the  requisite  aggregate  principal  amount of  Securities  have
concurred in any direction or consent under this Indenture, Securities which are
owned by the Company or any other obligor on the  Securities or by any Affiliate
of the  Company  or such  obligor  shall be  disregarded  and  deemed  not to be
outstanding  for the purpose of any such  determination,  provided  that for the
purposes of determining whether the Trustee shall be protected in relying on any
such direction or consent only  Securities  which the Trustee knows are so owned
shall be so disregarded.

     SECTION 10.04.  Revocation of Consents,  Future Holders Bound.  At any time
prior to but not after the  evidencing  to the  Trustee,  as provided in Section
10.01, of the taking of any action by the holders of the percentage in aggregate
principal  amount of the  Securities  specified in this  Indenture in connection
with such action,  any holder of a Security  which is included in the Securities
the holders of which have consented to such action may, by filing written notice
with the  Trustee at its office and upon proof of holding as provided in Section
10.02, revoke such action as far as concerns such Security.  Except as aforesaid
any such action  taken by the holder of any  Security  shall be  conclusive  and
binding  upon  such  holder  and upon all  future  holders  and  owners  of such
Security,  irrespective of whether or not any notation in regard thereto is made
upon such Security or any Security issued in exchange or substitution  therefor.
Any


                                       47



<PAGE>


action taken by the holders of the percentage in aggregate  principal  amount of
the Securities  specified in this Indenture in connection with such action shall
be conclusively binding upon the Company, the Trustee and the holders of all the
Securities.


                                 ARTICLE ELEVEN.

                           SECURITYHOLDERS' MEETINGS.

     SECTION 11.01.  Purposes of Meetings.  A meeting of Securityholders  may be
called  at any time and from time to time  pursuant  to the  provisions  of this
Article Eleven for any of the following purposes:

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

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

     (3) to consent to the execution of an indenture or indentures  supplemental
hereto pursuant to the provisions of Section 12.02; or

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

     SECTION  11.02.  Call of Meetings  by Trustee.  The Trustee may at any time
call a meeting of Securityholders to take any action specified in Section 11.01,
to be held at such time and at such place in the Borough of Manhattan,  The City
of New York, New York, as the Trustee shall  determine.  Notice of every meeting
of the Securityholders, 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
to the  holders of  Securities  in the manner  provided in Section  16.03.  Such
notice  shall be mailed not less than 20 nor more than 90 days prior to the date
filed for the meeting.

     SECTION 11.03. Call of Meetings by Company or  Securityholders.  In case at
any time the Company, pursuant to a resolution of its Board of Directors, or the
holders of at least ten percent in aggregate  principal amount of the Securities
then  outstanding,  shall  have  requested  the  Trustee  to call a  meeting  of
Securityholders,  by written  request  setting  forth in  reasonable  detail the
action  proposed  to be taken at the  meeting,  and the  Trustee  shall not have
mailed the notice of such meeting  within 20 days after receipt of such request,
then the Company or such Securityholders may determine the time and the place in
The Borough of Manhattan, The City of New York,


                                       48




<PAGE>


New  York  for  such  meeting  and may call  such  meeting  to take  any  action
authorized in Section  11.01,  by mailing  notice thereof as provided in Section
11.02.

     SECTION  11.04.  Qualifications  for Voting.  To be entitled to vote at any
meeting  of  Securityholders  a  person  shall  (a) be a  holder  of one or more
Securities; or (b) be a person appointed by an instrument in writing as proxy by
a holder of one or more Securities. The only persons who shall be entitled to be
present  or to speak at any  meeting  of  Securityholders  shall be the  persons
entitled to vote at such meeting and their  counsel and any  representatives  of
the  Trustee  and its  counsel  and any  representatives  of the Company and its
counsel.

     SECTION  11.05.   Regulations.   Notwithstanding  any  provisions  of  this
Indenture,  the  Trustee  may make such  reasonable  regulations  as it may deem
advisable for any meeting of Securityholders.  In regard to proof of the holding
of  Securities  and  of  the  appointment  of  proxies,  and  in  regard  to the
appointment and duties of inspectors of votes, the submission and examination of
proxies  and  other  evidence  of the  right to vote,  and  such  other  matters
concerning the conduct of the meeting as it shall think fit.

     The  Trustee  shall,  by an  instrument  in  writing,  appoint a  temporary
chairman  of the  meeting,  unless the  meeting  shall  have been  called by the
Company or by  Securityholders  as provided in Section 11.03,  in which case the
Company or the Securityholders calling the meeting, as the case may be, shall in
like manner appoint a temporary  chairman.  A permanent chairman and a permanent
secretary of the meeting shall be elected by a majority vote of the meeting.

     Subject  to  the  provisions  of  Section   10.03,   at  any  meeting  each
Securityholder  or proxy shall be entitled to one vote for each $1,000 principal
amount of Securities held or represented by him, provided, however, that no vote
shall be cast or counted at any meeting in respect of any Security challenged as
not outstanding and ruled by the chairman of the meeting to be not  outstanding.
The chairman of the meeting  shall have no right to vote other than by virtue of
Securities  held by him or instruments in writing as aforesaid duly  designating
him as the  person to vote on behalf of other  Securityholders.  Any  meeting of
Securityholders duly called pursuant to the provisions of Section 11.02 or 11.03
may be adjourned  from time to time by a majority of those  present,  whether or
not constituting a quorum,  and the meeting may be held as so adjourned  without
further notice.  At any meeting of  Securityholders  duly called pursuant to the
provisions  of  Section  11.02 or 11.03,  the  presence  of  persons  holding or
representing  Securities  in an aggregate  principal  amount  sufficient to take
action on any  business  for the  transaction  of which such  meeting was called
shall constitute a quorum.

     SECTION  11.06.  Voting.  The vote  upon any  resolution  submitted  to any
meeting  of  Securityholders  shall be by  written  ballots  on  which  shall be
subscribed   the   signatures   of  the  holders  of   Securities  or  of  their
representatives  by proxy and the  principal  amount of the  Securities  held or
represented  by them.  The  permanent  chairman of the meeting shall appoint two
inspectors of votes who shall count all votes


                                       49



<PAGE>


cast at the meeting for or against  any  resolution  and who shall make and file
with the secretary of the meeting their verified written reports in duplicate of
all votes cast at the meeting.  A record in duplicate of the proceedings of each
meeting of Securityholders shall be prepared by the secretary of the meeting and
there shall be attached to said record the original reports of the inspectors of
votes on any vote by ballot taken thereat and  affidavits by one or more persons
having  knowledge of the facts setting forth a copy of the notice of the meeting
and showing that said notice was mailed as provided in Section 11.02. The record
shall be signed and verified by the  affidavits  of the  permanent  chairman and
secretary  of the meeting and one of the  duplicates  shall be  delivered to the
Company and the other to the Trustee to be preserved by the Trustee.

     Any record so signed  and  verified  shall be  conclusive  evidence  of the
matters therein stated.

     SECTION  11.07.  No Delay of Rights by  Meeting.  Nothing  in this  Article
Eleven contained shall be deemed or construed to authorize or permit,  by reason
of any call of a meeting of Securityholders or any rights expressly or impliedly
conferred hereunder to make such call, any hindrance or delay in the exercise of
any  right  or  rights  conferred  upon or  reserved  to the  Trustee  or to the
Securityholders  under  any  of  the  provisions  of  this  Indenture  or of the
Securities.


                                 ARTICLE TWELVE.

                            SUPPLEMENTAL INDENTURES.

     SECTION 12.01.  Supplemental  Indenture Without Consent of Securityholders.
The Company,  when authorized by the resolutions of its Board of Directors,  and
the  Trustee  may from time to time and at any time enter into an  indenture  or
indentures supplemental hereto for one or more of the following purposes:

     (a) to make provision  with respect to the conversion  rights of holders of
Securities pursuant to the requirements of Section 5.10;

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

     (c) to add  to  the  covenants  of  the  Company  such  further  covenants,
restrictions  or conditions  for the protection of the holders of the Securities
as the Board of  Directors of the Company and the Trustee  shall  consider to be
for the protection of the holders of Securities,  and to make the occurrence, or
the  occurrence  and  continuance,  of a  default  in  any  of  such  additional
covenants,  restrictions  or  conditions  a  default  or  an  Event  of  Default
permitting the


                                       50



<PAGE>


enforcement of all or any of the several remedies  provided in this Indenture as
herein  set forth;  provided,  however,  that in respect of any such  additional
covenant, restriction or condition such supplemental indenture may provide for a
particular  period of grace after default (which period may be shorter or longer
than that allowed in the case of other defaults) or may provide for an immediate
enforcement upon such default or may limit the remedies available to the Trustee
upon such default;

     (d) to provide for uncertificated  Securities in addition to or in place of
certificated Securities;

     (e) to cure  any  ambiguity  or to  correct  or  supplement  any  provision
contained  herein or in any  supplemental  indenture  which may be  defective or
inconsistent  with any other provision  contained  herein or in any supplemental
indenture,  or to make such other  provisions  in regard to matters or questions
arising under this Indenture  which shall not adversely  affect the interests of
the holders of the Securities; and

     (f) to modify, eliminate or add to the provisions of this Indenture to such
extent as shall be necessary to effect the qualification of this Indenture under
the TIA, or under any similar federal statute hereafter enacted.

     The Trustee is hereby  authorized to join with the Company in the execution
of any such supplemental  indenture,  to make any further appropriate agreements
and  stipulations  which may be therein  contained and to accept the conveyance,
transfer and assignment of any property thereunder, but the Trustee shall not be
obligated  to enter  into any such  supplemental  indenture  which  affects  the
Trustee's own rights, duties or immunities under this Indenture or otherwise.

     Any  supplemental  indenture  authorized by the  provisions of this Section
12.01 may be executed by the Company and the Trustee  without the consent of the
holders of any of the Securities at the time outstanding, notwithstanding any of
the provisions of Section 12.02.

     SECTION 12.02.  Supplemental  Indentures  with Consent of  Securityholders.
With the consent  (evidenced as provided in Section 10.01) of the holders of not
less than a majority in aggregate principal amount of the Securities at the time
outstanding,  the Company,  when  authorized by the  resolutions of its Board of
Directors,  and the  Trustee may from time to time and at any time enter into an
indenture  or  indentures  supplemental  hereto  for the  purpose  of adding any
provisions to or changing in any manner or eliminating  any of the provisions of
this  Indenture or of any  supplemental  indenture or of modifying in any manner
the rights of the holders of the  Securities;  provided,  however,  that no such
supplemental indenture shall (i) extend the fixed maturity of any Securities, or
reduce the rate or extend the time of payment of interest thereon, or reduce the
principal  amount thereof or premium  thereon,  or modify the provisions of this
Indenture with respect to the subordination of the Securities, or


                                       51



<PAGE>


     impair the right to convert the Securities so affected,  or (ii) reduce the
aforesaid percentage of Securities, the holders of which are required to consent
to any such  supplemental  indenture,  without the consent of the holders of the
affected Securities then outstanding.

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

     It shall not be necessary for the consent of the Securityholders under this
Section  12.02 to  approve  the  particular  form of any  proposed  supplemental
indenture,  but it  shall  be  sufficient  if such  consent  shall  approve  the
substance thereof.

     SECTION 12.03.  Compliance with Trust Indenture Act; Effect of Supplemental
Indentures.  Any supplemental  indenture  executed pursuant to the provisions of
this  Article  Twelve  shall  comply  with the TIA as in  effect  on the date of
execution thereof. Upon the execution of any supplemental  indenture pursuant to
the provisions of this Article Twelve,  this Indenture shall be and be deemed to
be modified  and amended in  accordance  therewith  and the  respective  rights,
limitation of rights, obligations, duties and immunities under this Indenture of
the  Trustee,  the Company and the holders of  Securities  shall  thereafter  be
determined,  exercised  and enforced  hereunder  subject in all respects to such
modifications  and  amendments,  and all the  terms and  conditions  of any such
supplemental  indenture  shall  be and be  deemed  to be part of the  terms  and
conditions of this Indenture for any and all purposes.

     SECTION  12.04.  Notation  on  Securities.   Securities  authenticated  and
delivered  after the  execution of any  supplemental  indenture  pursuant to the
provisions  of this Article  Twelve may bear a notation in form  approved by the
Trustees as to any matter provided for in such  supplemental  indenture.  If the
Company or the Trustee  shall so  determine,  new  Securities  so modified as to
conform,  in the  opinion  of the  Trustee  and the  Board of  Directors  of the
Company,   to  any  modification  of  this  Indenture   contained  in  any  such
supplemental   indenture   may  be  prepared  and   execution  by  the  Company,
authenticated  by the Trustee and delivered in exchange for the Securities  then
outstanding.

     SECTION  12.05.  Evidence of  Compliance  of  Supplemental  Indenture to Be
Furnished  Trustee.  The Trustee,  subject to the provisions of Section 9.01 may
receive an Officers'  Certificate  and, an Opinion of Counsel both conforming to
Section 16.04 as conclusive  evidence that any supplemental  indenture  executed
pursuant hereto complies with the requirements of this Indenture.



                                 52



<PAGE>


                                ARTICLE THIRTEEN.

                 CONSOLIDATION, MERGER AND SALE BY THE COMPANY.

     SECTION  13.01.  When  Company  May  Merge,  Etc.  The  Company  shall  not
consolidate  with or merge with, or sell,  assign,  transfer,  lease,  convey or
otherwise  dispose  of  all  or  substantially  all of its  assets  to  (each  a
"transaction"),  another  person  unless:  (i)(a) the  Company is the  surviving
entity,  or (b) the successor  person (if other than the Company) formed by such
consolidation  or into which the  Company is merged or to which such  assets are
sold,  assigned,  transferred,  leased,  conveyed  or  otherwise  disposed  is a
corporation  organized  and  existing  under the laws of the United  States or a
state thereof or the District of Columbia and such corporation expressly assumes
by  supplemental  indenture  all  the  obligations  of  the  Company  under  the
Securities and the Indenture;  (ii) at the time of and immediately  after giving
effect to such  transaction  no Default or Event of Default has  occurred and is
continuing;  and (iii) the Company  has  delivered  to the Trustee an  Officers'
Certificate and opinion of counsel stating that the transaction and supplemental
indenture  comply with the  Indenture,  and  thereafter  all  obligations of the
Company (if the Company is not the  resulting,  surviving or transferee  person)
shall  terminate.  For  purposes  of the  foregoing,  the  transfer  (by  lease,
assignment,  sale or otherwise) of all or substantially all of the properties or
assets of one or more  Subsidiaries,  the Capital Stock of which constitutes all
or substantially all of the properties and assets of the Company shall be deemed
to be the transfer of all or  substantially  all of the properties and assets of
the Company.

     SECTION 13.02. Successor Corporation Substituted. Upon any consolidation or
merger, or any transfer of all or substantially all of the assets of the Company
in  accordance  with Section  13.01,  the successor  corporation  formed by such
consolidation  or into which the Company is merged or to which such  transfer is
made shall succeed to, and be substituted  for, and may exercise every right and
power of, the  Company  under  this  Indenture  with the same  effect as if such
successor corporation had been named as the Company herein.

                                ARTICLE FOURTEEN.

           SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS.

     SECTION  14.01.  Discharge  of  Indenture.  If (a)  there  shall  have been
delivered  to  the  Trustee  for   cancellation   all   Securities   theretofore
authenticated  (other than any Securities which shall have been destroyed,  lost
or stolen and in lieu of or in  substitution  for which other  Securities  shall
have been  authenticated  and  delivered),  or (b)(1)  all such  Securities  not
theretofore  delivered to the Trustee for cancellation shall have become due and
payable,  or will become due and  payable at their  stated  maturity  within one
year, or have been called for redemption, and the Company shall have irrevocably
deposited  with the Paying  Agent,  in trust,  funds  (except  funds paid to the
Company pursuant to Section 14.04) sufficient to pay at maturity or upon


                                       53




<PAGE>


redemption all of such  Securities  (other than any Securities  which shall have
been destroyed, lost or stolen and in lieu of or in substitution for which other
Securities  shall  have  been   authenticated  and  delivered)  not  theretofore
delivered to the Trustee for cancellation,  including principal (and premium, if
any) and  interest,  and such  deposit  shall be upon  terms  making  such funds
payable  forthwith upon due  presentation,  whether before or after such date of
maturity or redemption of such Securities,  (2) the Company shall have delivered
to the  Trustee an Opinion of Counsel to the effect  that such trust  funds will
not be  subject  to any  rights of  holders  of Senior  Indebtedness,  including
without limitation, those arising under Article Four hereof, and (3) the Company
shall have delivered to the Trustee an Officers'  Certificate  and an Opinion of
Counsel, each stating that all conditions precedent provided for herein relating
to the satisfaction and discharge of this Indenture have been compiled with, and
if in any such  case the  Company  shall  also pay or cause to be paid all other
sums  payable  hereunder by the  Company,  then (except as provided  below) this
Indenture shall cease to be of further effect, and the Trustee, on demand of the
Company  accompanied  by an Officers'  Certificate  and an Opinion of Counsel as
required  by Section  16.04 and at the cost and  expense of the  Company,  shall
execute proper  instruments  acknowledging  satisfaction of and discharging this
Indenture;  provided,  however,  that the Company's  obligations  under Sections
2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 6.01, 6.02, 6.03, 9.07, 9.08,  14.04,  14.05
and Article Five shall survive until the Securities are no longer outstanding.

     SECTION 14.02.  Deposited Moneys to Be Held in Trust by Trustee. All moneys
deposited with the Paying Agent pursuant to Section 14.01 shall be held in trust
and,  subject to the provisions of Section 14.04,  applied by it to the payment,
either  directly or through any Paying Agent,  to the holders of the  particular
Securities  for the  payment  or  redemption  of which  such  moneys  have  been
deposited  with the Trustee,  of all sums due thereon for principal and interest
(and premium, if any).

     SECTION 14.03. Paying Agent to Repay Moneys Held. Upon the satisfaction and
discharge  of this  Indenture  all moneys  then held by any Paying  Agent of the
Securities (other than the Trustee) shall, upon demand of the Company, be repaid
to it and  thereupon  the  Paying  Agent  shall be  released  from  all  further
liability with respect to such moneys.

     SECTION 14.04.  Unclaimed Moneys.  Any moneys deposited with the Trustee or
any Paying Agent (including  moneys held in trust by the Company if it shall act
as its own Paying Agent) not applied but  remaining  unclaimed by the holders of
Securities  for two  years  after  the date upon  which  the  principal  of (and
premium,  if any) or  interest  on such  Securities  shall  have  become due and
payable  shall be repaid to the Company by the  Trustee or such Paying  Agent on
demand,  or if held in trust  by the  Company  may at the  Company's  option  be
released from such trust;  and the holder of any of the  Securities  entitled to
receive such payment shall thereafter look only to the Company, as the holder of
a general claim, for the payment thereof, 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 mailed to each such holder or published  once
a week for two successive weeks (in each case on any day of the


                                       54



<PAGE>


week) in a newspaper  printed in the English language and customarily  published
at least once a day for at least five days in each  calendar week and of general
circulation  in the Borough of  Manhattan,  The City of New York,  New York,  or
both,  a notice  that said moneys have not been so applied and that after a date
named  therein  any  unclaimed  balance of said moneys  then  remaining  will be
returned to the Company.

     SECTION 14.05. Reinstatement. If the Trustee or a Paying Agent is unable to
apply  any  moneys  in  accordance  with  Section  14.01 by  reason of any legal
proceeding  or by reason of any order or judgment  of any court or  governmental
authority enjoining,  restraining or otherwise prohibiting such application, the
Company's  obligations  under this Indenture and the Securities shall be revived
and reinstated as though no deposit had occurred pursuant to Section 14.01 until
such time as the Trustee or such  Paying  Agent is  permitted  to apply all such
moneys in accordance with Section 14.01; PROVIDED,  HOWEVER, that if the Company
has made any payment of principal or interest on any of the  Securities  because
of the reinstatement of its obligations,  the Company shall be subrogated to the
rights of the holders of the Securities to receive such payment from moneys held
by the Trustee or such Paying Agent.


                                ARTICLE FIFTEEN.

                    IMMUNITY OF INCORPORATORS, STOCKHOLDERS,
                             OFFICERS AND DIRECTORS.

     SECTION 15.01.  Indenture and Securities Solely Corporate  Obligations.  No
recourse  for the  payment  of the  principal  or  premium  or  interest  on any
Security, or for any claim based thereon or otherwise in respect thereof, and no
recourse under or upon any  obligation,  covenant or agreement of the Company in
this  Indenture,  or in  any  Security,  or  because  of  the  creation  of  any
indebtedness  represented  thereby,  shall  be  had  against  any  incorporator,
stockholder,  officer or  director,  as such,  past,  present or future,  of the
Company or of any successor corporation,  either directly or through the Company
or an successor corporation,  whether by virtue of any constitution,  statute or
rule of law, or by the enforcement of any assessment or penalty or otherwise; it
being expressly  understood that all such liability is hereby  expressly  waived
and released as a condition of, and as a consideration for the execution of this
Indenture and the issue of the Securities.








                                       55



<PAGE>


                                ARTICLE SIXTEEN.

                            MISCELLANEOUS PROVISIONS.

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

     SECTION  16.02.  Official  Acts  by  Successor  Corporation.   Any  act  or
proceeding by any provision of this Indenture  authorized or required to be done
or performed by any board,  committee or officer of the Company shall and may be
done and  performed  with like force and effect by the like board,  committee or
officer of any  corporation  that shall at the time be the lawful sole successor
of the Company.

     SECTION 16.03. Notices. Any notice or demand which by any provision of this
Indenture  is required or  permitted  to be given or served by the Trustee or by
the  holders  of  Securities  on the  Company  may be given or  served  by being
deposited,  first class postage  prepaid,  in a United States post office letter
box addressed  (until another  address is filed by the Company with the Trustee)
to ICN  Pharmaceuticals,  Inc., 3300 Hyland Avenue,  Costa Mesa, CA 92626, Attn:
Chief  Executive  Officer.  Any  notice,  direction,  request,  or demand by any
Securityholder  to or upon the Trustee shall be deemed to have been sufficiently
given or made,  for all  purposes,  if given or made in writing at the principal
office  of the  Trustee,  addressed  to the  attention  of its  Corporate  Trust
Department.

     Any notice or demand which by any  provision of this  Indenture is required
or  permitted  to be given or served by the  Trustee or the Company to or on the
holders of  Securities  shall be given or served by  first-class  mail,  postage
prepaid,  addressed to the holders of such Securities at their last addressed as
the same appear on the registry  books referred to in Section 2.03, and any such
notice shall be deemed to be given or served by being deposited in a post office
letter box in the form and manner provided in this Section 16.03.

     SECTION 16.04. Evidence of Compliance with Conditions  Precedent.  Upon any
application or demand by the Company to the Trustee to take any action under any
of the provisions of this Indenture, the Company shall furnish to the Trustee an
Officers'  Certificate stating that in the opinion of the signers all conditions
precedent,  if any,  provided  for in this  Indenture  relating to the  proposed
action have been  complied  with and an Opinion of Counsel  stating that, in the
opinion of such counsel, all such conditions precedent have been complied with.

     Each certificate or opinion provided for in this Indenture and delivered to
the Trustee with respect to compliance with a condition or covenant provided for
in this  Indenture  shall  include:  (1) a statement that the person making such
certificate  or  opinion  has  read  such  covenant  or  condition;  (2) a brief
statement as to the nature and


                                       56



<PAGE>


scope of the examination or  investigation  upon which the statements or opinion
contained in such certificate or opinion are based; (3) a statement that, in the
opinion of such person, he had such examination or investigation as is necessary
to enable him to express an informed  opinion as to whether or not such covenant
or condition has been complied  with;  and (4) a statement as to whether or not,
in the opinion of such person,  such  condition  or covenant  has been  complied
with.

     SECTION 16.05.  Legal  Holidays.  In any case where the date of maturity of
interest on or principal of the  Securities or the date fixed for  redemption of
any Security or the last day on which a Securityholder  has the right to convert
his Security at a particular  conversion price shall not be a Business Day, then
payment of interest or principal  (and  premium,  if any) or  conversion  of the
Securities  need not be made on such date but may be made on the next succeeding
Business  Day,  with the same  force  and  effect as if made on the date of such
maturity or the date fixed for redemption or such last day for conversion,  and,
in the case of payment,  no interest  shall accrue for the period from and after
such date.

     SECTION 16.06. Trust Indenture Act to Control. The provisions of subsection
310 to and including  subsection 17 of the TIA that imposes duties on any person
(including any such provisions  automatically deemed included in an indenture by
the  TIA) are a part of and  govern  this  Indenture.  If any  provision  hereof
limits,  qualifies or conflicts  with any of such duties imposed by operation of
such  provisions  of the TIA, the  applicable  provisions  of the TIA and duties
imposed thereby shall control.

     SECTION   16.07.   Communications   by  Holders  with  Other   Holders.   A
Securityholder  may  communicate  pursuant to TIA  Subsection  312(b) with other
Securityholders  with  respect  to their  rights  under  this  Indenture  or the
Securities.  The Company,  the Trustee, the Registrar and anyone else shall have
the protection of TIA Subsection 312(c).

     SECTION  16.08.  Governing  Law. This  Indenture and each Security shall be
deemed to be a contract  made  under the laws of the State of New York,  and for
all  purposes  shall be  construed  in  accordance  with the laws of said State,
without giving effect to such State's conflicts of law principles.

     SECTION  16.09.  Table of Contents  and  Headings.  The table of  contents,
titles and headings of the articles  and  sections of this  Indenture  have been
inserted for  convenience  of reference  only,  are not to be  considered a part
hereof,  and shall in no way modify or restrict  any of the terms or  provisions
hereof.

     SECTION 16.10. Execution in Counterparts. This Indenture may be executed in
any  number  of  counterparts,  each of  which  shall be an  original;  but such
counterparts shall together constitute but one and the same instrument.

     The  Trustee  hereby  accepts  the trusts in this  Indenture  declared  and
provided, upon terms and conditions hereinabove set forth.



                                       57



<PAGE>






     IN WITNESS WHEREOF, ICN Pharmaceuticals,  Inc. has caused this Indenture to
be signed and  acknowledged by its chairman,  its president,  or one of its vice
presidents,  and its corporate seal to be affixed  hereunto,  and the same to be
attested by its  secretary  or one of its  assistant  secretaries,  and American
Stock  Transfer & Trust  Company  has  caused  this  Indenture  to be signed and
acknowledged by one of its vice presidents,  has caused its corporate seal to be
affixed  hereunto,  and  the  same  to be  attested  by one  of its  Responsible
Officers, as of the day and year first written above.

                                   ICN PHARMACEUTICALS, INC.

                                   By:      /S/ JOHN GIORDANI
                                       ----------------------------------------
                                   Name:
                                   Title:

Attest:



  /S/ DAVID C. WATT
---------------------------------
Secretary

                                  AMERICAN STOCK TRANSFER &
                                  TRUST COMPANY,
                                         As Trustee



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

Attest:

--------------------------------
Trust Officer








                                       58




<PAGE>


     IN WITNESS WHEREOF, ICN Pharmaceuticals,  Inc. has caused this Indenture to
be signed and  acknowledged by its chairman,  its president,  or one of its vice
presidents,  and its corporate seal to be affixed  hereunto,  and the same to be
attested by its  secretary  or one of its  assistant  secretaries,  and American
Stock  Transfer & Trust  Company  has  caused  this  Indenture  to be signed and
acknowledged by one of its vice presidents,  has caused its corporate seal to be
affixed  hereunto,  and  the  same  to be  attested  by one  of its  Responsible
Officers, as of the day and year first written above.

                                   ICN PHARMACEUTICALS, INC.

                                   By:      /S/ JOHN GIORDANI
                                       ----------------------------------------
                                   Name:
                                   Title:

Attest:



  /S/ DAVID C. WATT
---------------------------------
Secretary

                                  AMERICAN STOCK TRANSFER &
                                  TRUST COMPANY,
                                         As Trustee



                                  By:     /S/ HERBERT J. LEMMER
                                      -----------------------------------------
                                  Name:  HERBERT J. LEMMER
                                  Title: VICE PRESIDENT

Attest:
 /S/
--------------------------------
Trust Officer






                                       58



<PAGE>


                                    EXHIBIT A

                           ICN PHARMACEUTICALS, INC.

                  8-1/2% Convertible Subordinated Note due 1999

  ICN PHARMACEUTICALS, INC., a Delaware corporation, promises to pay to

-------------------------------------------------------------------------------
  or registered assigns,
                        --------------------------------------------------------
--------------------------------------------------------------------------------
  the principal sum of 
                       ---------------------------------------------------------
Dollars, on November 15, 1999.

                 Interest Payment Dates: May 15 and November 15
                       Record Dates: May 1 and November 1

  Additional  provisions  of this  Security  are set forth on other side of this
Security.

     IN WITNESS WHEREOF, ICN PHARMACEUTICALS, INC. has caused this instrument to
be duly signed.

                                           ICN PHARMACEUTICALS, INC.

                                           By:
                                              ---------------------------------
                                              Secretary

CERTIFICATE OF AUTHENTICATION              By:
                                              ---------------------------------
                                              Chairman of the Board

American Stock Transfer & Trust Company, as Trustee,  certifies that this is one
of the Securities referred to in the within mentioned Indenture.

American Stock Transfer &
Trust Company, as Trustee


By:
   ---------------------------------------
Authorized Signatory

Dated:



                                       A-1



<PAGE>


     1.  INTEREST.  ICN  PHARMACEUTICALS,  INC.,  a  Delaware  corporation  (the
"Company"), promises to pay interest on the principal amount of this Security at
8-1/2% per annum from and  including  the date of issuance  of this  Security to
maturity or earlier redemption.  The Company will pay interest  semi-annually on
May 15 and  November 15 of each year  beginning  May 15,  1995.  Interest on the
Securities will accrue from the most recent date to which interest has been paid
or, if no interest has been paid, from November 18, 1994. If an Interest Payment
Date falls on a day that is not a Business Day, the interest  payment to be made
on such Interest  Payment Date will be made on the next succeeding  Business Day
with the same force and effect as if made on such Interest  Payment Date, and no
additional  interest will accrue as a result of such delayed  payment.  Interest
will be computed on the basis of a 360-day  year of twelve  30-day  months.  The
Company  shall pay  interest  on  overdue  principal  at the rate  borne by this
Security,  and it shall pay interest on overdue  installments of interest at the
same rate to the extent lawful.

     2.  METHOD OF  PAYMENT.  The Company  will pay  interest on the  Securities
(except defaulted interest) to the persons who are the registered Holders of the
Securities  at the close of business  on the May 1 or November 1 next  preceding
the interest payment date.  Holders must surrender  Securities to a Paying Agent
to collect  principal  payments.  The Company will pay principal and interest in
money of the  United  States  that at the time of  payment  is legal  tender for
payment of public and private debts. The Company, however, may pay principal and
interest by its check payable in such money.  It may mail an interest check to a
Holder's registered address.

     3. REGISTRAR AND AGENTS. Initially, American Stock Transfer & Trust Company
will act as a  Registrar,  a Paying  Agent,  a  Conversion  Agent  and agent for
service  of  notices  and  demands.   The  Company  may  change  any  Registrar,
co-registrar,  Paying Agent,  Conversion  Agent and agent for service of notices
and  demands  without  the prior  consent of the  Holders but upon notice to the
Holders.  The  Company  or  any  of  its  Subsidiaries  may  act  as  Registrar,
co-registrar, Paying Agent or Conversion Agent.

     4.  INDENTURE;  LIMITATIONS.  The Company  issued the  Securities  under an
Indenture  dated as of November 18, 1994 (the  "Indenture")  between the Company
and American Stock Transfer & Trust Company (the "Trustee").  Capitalized  terms
herein are used as defined in the Indenture unless otherwise defined herein. The
terms of the  Securities  include  those stated in the  Indenture and those made
part  of the  Indenture  by the  Trust  Indenture  Act of  1939  (15  U.S.  Code
Subsection  77aaa-77bbbb)  as in  effect  on  the  date  of the  Indenture.  The
Securities are subject to all such terms,  and the Holders of the Securities are
referred to the Indenture and said Act for a statement of such terms.

     The Securities are general unsecured  obligations of the Company limited to
$115,000,000 principal amount.





                                       A-2



<PAGE>


5. OPTIONAL  REDEMPTION BY THE COMPANY.  The Company may, at its option,  redeem
the  Securities,  in whole  or from  time to time in  part,  on any  date  after
November 15, 1997, at the following redemption prices,  expressed as percentages
of the principal amount, if redeemed during the 12 months beginning November 15,
of the years indicated below:

 YEAR                                                    PERCENTAGE
 ----                                                    ----------
  1997 ................................................    102.125%
  1998 and thereafter .................................    100.000

in each case plus accrued and unpaid interest to the Redemption Date.

     6. NOTICE OF  REDEMPTION.  Notice of redemption  will be mailed at least 30
days but not more than 60 days  before  the  Redemption  Date to each  Holder of
Securities to be redeemed at his registered address. Securities in denominations
larger than  $1,000  principal  amount may be  redeemed in part,  but only in an
amount of $1,000 principal amount or integral multiples thereof. In the event of
redemption of this  Security in part only, a new Security or Securities  for the
unredeemed  portion  hereof will be issued in the name of the Holder hereof upon
the  cancellation  hereof.  On and after the Redemption  Date interest ceases to
accrue on Securities or portions of them called for redemption.

     7. CHANGE OF CONTROL.  In the event of a Change of Control (as  hereinafter
defined) with respect to the Company,  then each Holder of the Securities  shall
have the right, at the Holder's  option,  to require the Company to purchase all
or a portion of such Holder's Securities,  in accordance with the procedures set
forth in the  Indenture,  at a price  equal to 100% of  principal  amount of the
Securities, plus accrued and unpaid interest to the date of purchase.

     A "Change of Control" of the  Company  shall be deemed to have  occurred at
such time when (i) the  stockholders  of the Company adopt a plan of liquidation
with respect to the Company or the Company sells, transfers, leases or otherwise
disposes  of,  in one  transaction  or series of  related  transactions,  all or
substantially   all  of  its  assets;   (ii)  there  shall  be  consummated  any
consolidation  or merger of the  Company  (1) in which  the  Company  is not the
continuing  or surviving  corporation  or (2) pursuant to which the Common Stock
would be converted into cash,  securities or other property, in each case, other
than a consolidation or merger of the Company in which the holders of the Common
Stock  immediately  prior to the  consolidation  or  merger  have,  directly  or
indirectly,  at least a majority  of the total  voting  power of all  classes of
Capital Stock of the continuing or surviving corporation  immediately after such
consolidation  or merger;  (iii) a majority  of the Board of  Directors  are not
Continuing  Directors;  or (iv) any person, or any persons acting together which
would  constitute a "group" for purposes of Section  13(d) of the Exchange  Act,
together with any Affiliate  thereof shall  beneficially own (as defined in Rule
13d-3 of the Exchange



                                       A-3



<PAGE>


Act),  at least 50% of the total voting power of all classes of Capital Stock of
the Company  entitled to vote  generally  in the  election of  directors  of the
Company.

     8. CONVERSION. A Holder of a Security may convert such Security into Common
Stock of the Company at any time  before the close of  business on November  15,
1999. If the Security is called for redemption, the Holder may convert it at any
time  before the close of  business on a date  determined  by the Company  which
shall be no earlier than the fifth Business Day prior to the date fixed for such
redemption  or,  if such  fifth  Business  Day is a  Business  Day,  on the next
succeeding Business Day (except that a Security which the Company has offered to
purchase pursuant to Section 6.09 of the Indenture will remain convertible until
the close of business  on the Change of Control  Repurchase  Date).  The initial
conversion price is $23.86 principal amount per share,  subject to adjustment in
certain events as set forth in the Indenture.  To determine the number of shares
issuable  upon  conversion  of a  Security,  divide the  principal  amount to be
converted by the conversion  price in effect on the conversion date and round to
the nearest  1/100th share.  The Company will deliver a check for any fractional
share.

     To convert a Security,  a Holder must (1) complete and sign the  conversion
notice on the back of the Security, (2) surrender the Security to the Conversion
Agent or Registrar,  (3) furnish appropriate endorsements and transfer documents
if required by the  Registrar  or  Conversion  Agent and (4) pay any transfer or
similar tax if required.  Except as provided  below, no adjustment is to be made
on conversion  for interest  accrued hereon or for dividends on shares of Common
Stock issued on conversion.  If a Security is surrendered  for conversion  after
the close of  business on any  regular  record date for payment of interest  and
before the opening of business on the corresponding  interest payment date, then
(a)  notwithstanding  such  conversion,  the interest  payable on such  interest
payment  date will be paid by check to the Person in whose name the  Security is
registered  at the close of business on such record date,  and (b) (other than a
Security or a portion of a Security  called for redemption on a Redemption  Date
occurring  after  such  record  date and on or prior to the fifth  Business  Day
following such interest payment date),  when so surrendered for conversion,  the
Security  must be  accompanied  by  payment of an amount  equal to the  interest
payable on such interest  payment date on the principal  amount of such security
then being  converted.  The  interest  payment  with  respect to a Security  (or
portion of a Security) called for redemption on a Redemption Date occurring on a
date  during the period  after the close of business on a date that would be any
regular  record date (if a call for redemption had not been made) next preceding
a date that would be any interest payment date (if a call for redemption had not
been  made) to the  close of  business  on the  fifth  Business  Day  after  the
corresponding  interest  payment date, shall be payable in cash on such interest
payment  date to the Holder of such  Security  at the close of  business on such
regular record date  notwithstanding  the conversion of such Security after such
regular  record  date and on or prior to such  interest  payment  date,  and the
Holder shall not be required to pay an amount  equal to the interest  payable on
such interest payment date upon surrender of such Security for conversion.



                                       A-4




<PAGE>


     If the  Company is a party to a  consolidation  or merger or a transfer  or
lease of all or substantially all of its assets, the right to convert a Security
into  Common  Stock may be changed  into a right to convert it into  securities,
cash or other assets of the Company or another Person.

     9. SUBORDINATION.  This Security is subordinated to all existing and future
Senior  Indebtedness  of the Company as defined in the Indenture.  To the extent
and in the manner provided in the Indenture, Senior Indebtedness must be paid in
cash  before  any  payment  may  be  made  to any  Holders  of  Securities.  Any
Securityholder  by  accepting  this  Security  agrees to the  subordination  and
authorizes the Trustee to give it effect.

     In addition to all other  rights of Senior  Indebtedness  described  in the
Indenture,  the Senior Indebtedness shall continue to be Senior Indebtedness and
entitled to the benefits of the  subordination  provisions  irrespective  of any
amendment,  modification or waiver of any term of any instrument relating to the
Senior Indebtedness or extension or renewal of the Senior Indebtedness.

     10.  DENOMINATIONS,  TRANSFER,  EXCHANGE.  The Securities are in registered
form without coupons in  denominations  of $1,000  principal amount and integral
multiples thereof. A Holder may register the transfer of or exchange  Securities
in accordance  with the  Indenture.  The  Registrar may require a Holder,  among
other things, to furnish appropriate  endorsements and transfer documents and to
pay any  taxes and fees  required  by law or  permitted  by the  Indenture.  The
Registrar need not register the transfer of or exchange any Securities  selected
for  redemption  in whole or in part or register the transfer of or exchange any
Securities  for a period  of 15 days  before a  selection  of  Securities  to be
redeemed.

     11.  PERSONS DEEMED  OWNERS.  The registered  Holder of a Security shall be
treated as the owner of it for all purposes.

     12.  UNCLAIMED  MONEY. If money for the payment of principal or interest on
any Securities remains unclaimed for two years, the Trustee and the Paying Agent
will pay the money back to the Company at its request.  After that,  Holders may
look only to the Company for payment.

     13. MERGER OR CONSOLIDATION. The Company may not consolidate with, or merge
into, or transfer or lease all or  substantially  all of its assets to,  another
person  unless:  the  person  is a  corporation;  such  corporation  assumes  by
supplemental  indenture all the  obligations of the Company under the Securities
and  the  Indenture;  at  the  time  thereof  and  after  giving  effect  to the
transaction  no Default or Event of  Default  shall  exist;  and  certain  other
conditions set forth in the Indenture are satisfied.

     14.  DISCHARGE  PRIOR TO  REDEMPTION  OR MATURITY.  The  Indenture  will be
discharged and canceled except for certain  sections thereof upon payment of all
the  Securities  sufficient to pay principal and interest due on such payment or
redemption.


                                       A-5



<PAGE>


     15. AMENDMENT AND WAIVER.  Subject to certain exceptions,  the Indenture or
the  Securities  may be amended  with the  consent of the  Holders of at least a
majority in principal amount of the Securities then outstanding and any existing
default in  compliance  with any provision may be waived with the consent of the
Holders of a majority in principal  amount of the Securities  then  outstanding.
Without  the consent of or notice to any  Securityholder,  the Company may amend
the  Indenture  or  the   Securities   to,  among  other  things,   provide  for
uncertificated  Securities,  to cure any ambiguity,  defect or  inconsistency or
make any  other  change  that  does  not  adversely  affect  the  rights  of any
Securityholder.

     16.  SUCCESSORS.  When a  successor  assumes  all  the  obligations  of its
predecessor  under the  Securities and the Indenture,  the  predecessor  will be
released from those obligations.

     17.  DEFAULTS  AND  REMEDIES.  If an Event of  Default,  as  defined in the
Indenture,  occurs and is continuing, the Trustee or the Holders of at least 25%
in principal  amount of Securities  may declare all the Securities to be due and
payable in the manner and with the effect  provided in the  Indenture,  and upon
any such  declaration  such principal and accrued  interest shall become due and
payable immediately.  Holders of Securities may not enforce the Indenture or the
Securities  except  as  provided  in the  Indenture.  The  Trustee  may  require
indemnity satisfactory to it before it enforces the Indenture or the Securities.
Subject to certain limitations, Holders of a majority in principal amount of the
Securities then  outstanding may direct the Trustee in its exercise of any trust
or power.  The Company is required to file periodic  reports with the Trustee as
to the  absence of  Default.  An Event of  Default  is:  default  for 30 days in
payment of interest on the  Securities;  default in payment of  principal on the
Securities  when due;  failure by the Company for 30 days after  notice to it to
comply with any of its other  agreements  in the  Indenture  or the  Securities;
failure to pay at maturity,  or default under other  Indebtedness of the Company
or any  Significant  Subsidiary of the Company that results in the  acceleration
prior to maturity,  of other  Indebtedness equal to or in excess of an aggregate
of  $10,000,000;  the  rendering of a final  judgment or  judgments  against the
Company or any  Significant  Subsidiary  of the Company equal to or in excess of
$10,000,000  which is not  discharged  or stayed (or not  covered by  insurance)
within a period of 60 days;  and  certain  events of  bankruptcy  or  insolvency
involving the Company or its Significant Subsidiaries.

     18. TRUSTEE  DEALINGS WITH THE COMPANY.  The Trustee,  in its individual or
any other  capacity,  may make  loans to,  accept  deposits  from,  and  perform
services  for the Company or its  affiliates,  and may  otherwise  deal with the
Company or its affiliates, as if it were not Trustee.

     19. NO  RECOURSE  AGAINST  OTHERS.  No  stockholder,  director,  officer or
incorporator,  as such, past, present or future, of the Company or any successor
corporation shall have any liability for any obligation of the Company under the
Securities  or the  Indenture  or for any claim  based on, in  respect  of or by
reason of,  such  obligations  or their  creation.  Each Holder of a Security by
accepting a Security waives


                                       A-6



<PAGE>


and  releases  all  such  liability.  The  waiver  and  release  are part of the
consideration for the issuance of the Securities.

     20.  AUTHENTICATION.  This  Security  shall not be valid  until the Trustee
signs the certificate of authentication on the other side of this Security.

     21.  ABBREVIATiONS.  Customary  abbreviations may be used in the  name of a
Securityholder or an assignee,  such as: TEN COM (= tenants in common),  TEN ENT
(=  tenants  by  the  entireties),   JT  TEN  (=joint  tenants  with  rights  of
survivorship and not as tenants in common),  CUST (= Custodian),  and U/G/M/A (=
Uniform Gifts to Minors Act).

     The Company will  furnish to any  Securityholder  upon written  request and
without  charge a copy of the  Indenture.  It also will furnish the text of this
Security in larger  type.  Requests may be made to: ICN  Pharmaceuticals,  Inc.,
3300 Hyland Avenue, Costa Mesa, CA 92626.








                                       A-7



<PAGE>


                                 ASSIGNMENT FORM


If you the Holder want to assign this Security,  fill in the form below and have
your signature guaranteed:

I or we assign and transfer this Security to

                      (INSERT ASSIGNEE'S SOCIAL SECURITY OR
                           TAX IDENTIFICATION NUMBER)








              (Print or type assignee's name, address and zip code)

and irrevocably appoint
                        -------------------------------------------------------
agent to  transfer  this  Security  on the books of the  Company.  The agent may
substitute another to act for him.



Date:

Your signature:
                -------------------------------------------------

     (Sign exactly as your name appears on the other side of this Security)

Signature Guarantee:

               THE SIGNATURES(S)  SHOULD BE GUARANTEED BY AN ELIGIBLE  GUARANTOR
               INSTITUTION (BANKS,  STOCKBROKERS,  SAVINGS AND LOAN ASSOCIATIONS
               AND  CREDIT  UNIONS  WITH  MEMBERSHIP  IN AN  APPROVED  SIGNATURE
               GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15.








<PAGE>


                                CONVERSION NOTICE

To convert this Security into Common Stock of the Company, check the box:

                                   /  /



To  convert  only  part of this  Security,  state  the  principal  amount  to be
converted (which must be a minimum of $1,000 or any multiple thereof):

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

                                     $
                                     -----------------------------------------




     If you want the stock  certificate  made out in another person's name, fill
in the form below:

                    (INSERT OTHER PERSON'S SOCIAL SECURITY OR
                           TAX IDENTIFICATION NUMBER)








            (Print or type other person's name, address and zip code)


Date:

Your signature:
                 -----------------------------------------------

     (Sign exactly as your name appears on the other side of this Security)









<PAGE>


                       OPTION OF HOLDER TO ELECT PURCHASE

     If you  want to  elect  to have  this  Security  purchased  by the  Company
pursuant to Section 6.09 of the Indenture, check the box:

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

                                       / /


     If you want to elect to have only part of this  Security  purchased  by the
Company pursuant to Section 6.09 of the Indenture, state the amount:


(in an integral multiple of $1,000)

Date:                  Signature(s):
                                     ------------------------------------------

   (Sign exactly as your name(s) appear(s) on the other side of this Security)

Signature(s) guaranteed by:

                           THE  SIGNATURES  SHOULD BE  GUARANTEED BY AN ELIGIBLE
                           GUARANTOR INSTITUTION (BANKS,  STOCKBROKERS,  SAVINGS
                           AND  LOAN   ASSOCIATIONS   AND  CREDIT   UNIONS  WITH
                           MEMBERSHIP   IN  AN  APPROVED   SIGNATURE   GUARANTEE
                           MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15.