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Indenture - ICN Pharmaceuticals Inc. and United States Trust Co. of New York

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                            ICN PHARMACEUTICALS, INC.


                                       and


                     UNITED STATES TRUST COMPANY OF NEW YORK

                                   as Trustee



                                    INDENTURE

                           Dated as of August 14, 1997



                                  $275,000,000

                          9 1/4% Senior Notes due 2005

                      Series B 9 1/4% Senior Notes due 2005



<PAGE>




                              CROSS-REFERENCE TABLE


    TIA                                                       Indenture
Section                                                        Section
                                                       

310(a)(1).............................................         7.10
      (a)(2)..........................................         7.10
      (a)(3)..........................................         N.A.
      (a)(4)..........................................         N.A.
      (a)(5)..........................................         7.08; 7.10
      (b).............................................         7.08; 7.10; 10.02
      (c).............................................         N.A.
311(a)................................................         7.11
      (b).............................................         7.11
      (c).............................................         N.A.
312(a)................................................         2.05
      (b).............................................         10.03
      (c).............................................         10.03
313(a)................................................         7.06
      (b)(1)..........................................         N.A.
      (b)(2)..........................................         7.06
      (c).............................................         7.06; 10.02
      (d).............................................         7.06
314(a)................................................         4.06; 4.09; 10.02
      (b).............................................         N.A.
      (c)(1)..........................................         10.04
      (c)(2)..........................................         10.04
      (c)(3)..........................................         N.A.
      (d).............................................         N.A.
      (e).............................................         10.05
      (f).............................................         N.A.
315(a)................................................         7.01(b)
      (b).............................................         7.05; 10.02
      (c).............................................         7.01(a)
      (d).............................................         7.01(c)
      (e).............................................         6.11
316(a)(last sentence).................................         2.09
      (a)(1)(A).......................................         6.05
      (a)(1)(B).......................................         6.04
      (a)(2)..........................................         N.A.
      (b).............................................         6.07
      (c).............................................         9.04
317(a)(1).............................................         6.08
      (a)(2)..........................................         6.09
      (b).............................................         2.04
318(a)................................................         10.01
   (b)................................................         N.A.
      (c).............................................         10.01



<PAGE>



                                      -i-

                                TABLE OF CONTENTS



                                    ARTICLE ONE

                   DEFINITIONS AND INCORPORATION BY REFERENCE



                                                                          
                                                                                 Page
SECTION 1.01.
                             Definitions............................................1

SECTION 1.02.                Incorporation by Reference of
                             TIA...................................................21
SECTION 1.03.                Rules of
                                 Construction......................................21

                                   ARTICLE TWO

                                    THE NOTES

SECTION 2.01.                Form and
                                 Dating............................................22
SECTION 2.02.                Execution and Authentication; Aggregate Principal
                                 Amount......................23
SECTION 2.03.                Registrar and Paying
                                 Agent.............................................24
SECTION 2.04.                Paying Agent To Hold Assets in
                                 Trust.............................................25
SECTION 2.05.                Noteholder
                                 Lists.............................................26
SECTION 2.06.                Transfer and
                                 Exchange..........................................26
SECTION 2.07.                Replacement
                                 Notes.............................................27
SECTION 2.08.                Outstanding
                                 Notes.............................................27
SECTION 2.09.                Treasury
                                 Notes.............................................28
SECTION 2.10.                Temporary
                                 Notes.............................................28
SECTION 2.11.
                                 Cancellation......................................29
SECTION 2.12.                Defaulted
                                 Interest..........................................29
SECTION 2.13.                CUSIP
                                 Number............................................30
SECTION 2.14.                Deposit of
                                 Monies............................................30
SECTION 2.15.                Restrictive
                                 Legends...........................................31
SECTION 2.16.                Book-Entry Provisions for Global
                                 Security..........................................33
SECTION 2.17.                Special Transfer
                                 Provisions........................................34
SECTION 2.18.                Liquidated Damages Under Registration Rights
                                 Agreement.........................................37
<PAGE>
                                  ARTICLE THREE

                                   REDEMPTION

SECTION 3.01.                Notices to
                                 Trustee...........................................37
SECTION 3.02.                Selection of Notes To Be
                                 Redeemed..........................................38
SECTION 3.03.                Notice of
                                 Redemption........................................38
SECTION 3.04.                Effect of Notice of
                                 Redemption........................................39
SECTION 3.05.                Deposit of Redemption
                                 Price.............................................40
SECTION 3.06.                Notes Redeemed in
                                 Part..............................................40

                                  ARTICLE FOUR

                                    COVENANTS

SECTION 4.01.                Payment of
                                 Notes.............................................40
SECTION 4.02.                Maintenance of Office or
                                 Agency............................................41
SECTION 4.03.                Corporate
                                 Existence.........................................41
SECTION 4.04.                Payment of Taxes and Other
                                 Claims............................................42
SECTION 4.05.                Maintenance of Properties and
                                 Insurance.........................................42
SECTION 4.06.                Compliance Certificate; Notice of
                                 Default...........................................43
SECTION 4.07.                Compliance with
                                 Laws..............................................44
SECTION 4.08.                Waiver of Stay, Extension or Usury
                                 Laws..............................................44
SECTION 4.09.                Provision of Financial Statements and
                                 Information.......................................44
SECTION 4.10.                Limitation on Incurrence of
                                 Indebtedness......................................45
SECTION 4.11.                Limitation on Restricted
                                 Payments..........................................49
SECTION 4.12.                Limitation on
                                 Liens.............................................51
SECTION 4.13.                Limitation on Dividends and Other Payment Restrictions Affecting
                                 Restricted
                                 Subsidiaries......................................52
SECTION 4.14.                Limitation on Transactions with
                                 Affiliates........................................53
SECTION 4.15.                Change of
                                 Control...........................................54
SECTION 4.16.                Limitation on Asset
                                 Sales.............................................56
SECTION 4.17.                Limitation on Designation of Unrestricted
                                 Subsidiaries......................................60
<PAGE>
                                  ARTICLE FIVE

                              SUCCESSOR CORPORATION

SECTION 5.01.                Merger, Consolidation and Sale of
                                 Assets............................................61
SECTION 5.02.                Successor Corporation
                                 Substituted.......................................63

                                   ARTICLE SIX

                              DEFAULT AND REMEDIES

SECTION 6.01.                Events of
                                 Default...........................................63
SECTION 6.02.
                                 Acceleration......................................65
SECTION 6.03.                Other
                                 Remedies..........................................66
SECTION 6.04.                Waiver of Past
                                 Defaults..........................................67
SECTION 6.05.                Control by
                                 Majority..........................................68
SECTION 6.06.                Limitation on
                                 Suits.............................................68
SECTION 6.07.                Rights of Holders To Receive
                                 Payment...........................................69
SECTION 6.08.                Collection Suit by
                                 Trustee...........................................69
SECTION 6.09.                Trustee May File Proofs of
                                 Claim.............................................69
SECTION 6.10.
                                 Priorities........................................70
SECTION 6.11.                Undertaking for
                                 Costs.............................................71

                                  ARTICLE SEVEN

                                     TRUSTEE

SECTION 7.01.                Duties of
                                 Trustee...........................................71
SECTION 7.02.                Rights of
                                 Trustee...........................................73
SECTION 7.03.                Individual Rights of
                                 Trustee...........................................74
SECTION 7.04.                Trustee's
                                 Disclaimer........................................75
SECTION 7.05.                Notice of
                                 Default...........................................75
SECTION 7.06.                Reports by Trustee to
                                 Holders...........................................75
SECTION 7.07.                Compensation and
                                 Indemnity.........................................76
SECTION 7.08.                Replacement of
                                 Trustee...........................................77
SECTION 7.09.                Successor Trustee by Merger,
                                 Etc...............................................78
SECTION 7.10.                Eligibility;
                                 Disqualification..................................79
SECTION 7.11.                Preferential Collection of Claims Against
                                 Company...........................................79
<PAGE>
                                  ARTICLE EIGHT

                     SATISFACTION AND DISCHARGE; DEFEASANCE

SECTION 8.01.                Satisfaction and Discharge of
                                 Indenture.........................................79
SECTION 8.02.                Defeasance or Covenant
                                 Defeasance........................................81
SECTION 8.03.                Application of Trust
                                 Money.............................................84
SECTION 8.04.                Repayment to the
                                 Company...........................................84
SECTION 8.05.
                                 Reinstatement.....................................85
SECTION 8.06.                Acknowledgment of Discharge by
                                 Trustee...........................................85

                                  ARTICLE NINE

                       AMENDMENTS, SUPPLEMENTS AND WAIVERS

SECTION 9.01.                Without Consent of
                                 Holders...........................................86
SECTION 9.02.                With Consent of
                                 Holders...........................................87
SECTION 9.03.                Compliance with
                                 TIA...............................................88
SECTION 9.04.                Revocation and Effect of
                                 Consents..........................................89
SECTION 9.05.                Notation on or Exchange of
                                 Notes.............................................90
SECTION 9.06.                Trustee To Sign Amendments,
                                 Etc...............................................90

                                   ARTICLE TEN

                                  MISCELLANEOUS

SECTION 10.01.               TIA
                                 Controls..........................................90
SECTION 10.02.
                                 Notices...........................................91
SECTION 10.03.               Communications by Holders with Other
                                 Holders...........................................92
SECTION 10.04.               Certificate and Opinion as to Conditions
                                 Precedent.........................................92
SECTION 10.05.               Statements Required in Certificate or
                                 Opinion...........................................92
SECTION 10.06.               Rules by Trustee, Paying Agent,
                                 Registrar.........................................93
SECTION 10.07.               Legal
                                 Holidays..........................................93
SECTION 10.08.               Governing
                                 Law...............................................93

<PAGE>

SECTION 10.09.               No Adverse Interpretation of Other
                                 Agreements........................................94
SECTION 10.10.               No Recourse Against
                                 Others............................................94
SECTION 10.11.
                                 Successors........................................94
SECTION 10.12.               Duplicate
                                 Originals.........................................94
SECTION 10.13.
                                 Severability......................................94
SECTION 10.14.               Independence of
                                 Covenants.........................................95

Signatures........................................................................ 87

Exhibit A - Form of Initial
                 Note..............................................A-1
Exhibit B - Form of Exchange
                 Note..............................................B-1
Exhibit C - Form of Certificate To Be Delivered in Connection with Transfers
                 Pursuant to Regulation S..........................C-1


Note:  This Table of Contents shall not, for any purpose, be deemed
       to be part of this Indenture.



<PAGE>





          INDENTURE,  dated as of August 14, 1997, between ICN  Pharmaceuticals,
Inc., a Delaware corporation (the "Company"), and United States Trust Company of
New York, a New York banking corporation, as Trustee (the "Trustee").

          The Company  has duly  authorized  the  creation of an issue of 9 1/4%
Senior Notes due 2005 (the "Initial Notes") and Series B 9 1/4% Senior Notes due
2005 to be issued in exchange for the Initial Notes pursuant to the Registration
Rights Agreement (the "Exchange Notes" and, together with the Initial Notes, the
"Notes") and, to provide therefor, the Company has duly authorized the execution
and delivery of this  Indenture.  All things  necessary to make the Notes,  when
duly  issued and  executed  by the  Company,  and  authenticated  and  delivered
hereunder,  the valid  obligations of the Company,  and to make this Indenture a
valid and binding agreement of the Company, have been done.

          Each party hereto agrees as follows for the benefit of the other party
and for the equal and ratable benefit of the Holders of the Notes:


                                   ARTICLE ONE

                   DEFINITIONS AND INCORPORATION BY REFERENCE


SECTION 1.01.     Definitions.

          "Acquired  Debt"  means,   with  respect  to  any  specified   Person,
Indebtedness  of any other Person (the "Acquired  Person")  existing at the time
the Acquired Person merges with or into, or becomes a Restricted  Subsidiary of,
such specified Person, including Indebtedness incurred in connection with, or in
contemplation  of, the  Acquired  Person  merging  with or into,  or  becoming a
Restricted  Subsidiary  of,  such  specified  Person;  provided,  however,  that
Indebtedness  of such Acquired  Person which is redeemed,  defeased,  retired or
otherwise  repaid  at  the  time  of or  immediately  upon  consummation  of the
transactions  by which such  Acquired  Person  merges  with or into or becomes a
Restricted Subsidiary of such specified Person shall not be Acquired Debt.

          "Affiliate"  means,  with respect to any specified  Person,  any other
Person  directly or indirectly  controlling  or controlled by or under direct or
indirect  common  control  with such  specified  Person.  For  purposes  of this
definition,   "control"  (including,   with  correlative  meanings,   the  terms
"controlling,"  "controlled  by" and "under common  control with") of any Person
means the  possession,  directly or indirectly,  of the power to direct or cause
the direction of the management and policies of such Person, whether through the
ownership of voting securities, by agreement or otherwise.

          "Agent" means any Registrar, Paying Agent or co-Registrar.

          "Agent Members" has the meaning provided in Section 2.16(a).
<PAGE>

          "Asset  Sale"  means  (i)  any  sale,   lease,   conveyance  or  other
disposition by the Company or any Restricted Subsidiary of any assets (including
by way of a  sale-and-leaseback)  other than in the ordinary course of business,
or (ii) the issuance or sale of Capital Stock of any Restricted  Subsidiary,  in
the case of each of (i) and (ii), whether in a single transaction or a series of
related  transactions,  to any Person (other than to the Company or a Restricted
Subsidiary  and other than  directors'  qualifying  shares) for Net  Proceeds in
excess of $1.0 million.  Notwithstanding the foregoing,  (a) the transfer of any
assets  constituting  an Investment by the Company or any Restricted  Subsidiary
shall not be considered an Asset Sale if such  Investment is permitted  pursuant
to Section  4.11 and (b)  exchanges  of assets of the  Company for assets of any
other Person in the ordinary  course of business  shall not  constitute an Asset
Sale.

          "Asset Sale Offer" has the meaning provided in Section 4.16(c).

          "Asset Sale Offer Purchase  Date" has the meaning  provided in Section
4.16(d).

          "Asset Sale Offer  Trigger  Date" has the meaning  provided in Section
4.16(c).

          "Authenticating Agent" has the meaning provided in Section 2.02.

          "Bankruptcy  Law" means  Title 11, U.S.  Code or any similar  Federal,
state or foreign law for the relief of debtors.

          "Board of Directors" means, as to (a) any corporate Person,  the board
of directors of such Person or any duly authorized  committee  thereof,  (b) any
partnership,  limited liability company or comparably  organized Person which is
ultimately  controlled by a corporate general partner,  managing member or other
corporation, the "Board of Directors" of such corporation as specified in clause
(a) of this definition and (c) any  partnership,  limited  liability  company or
comparably organized Person which is ultimately controlled by individuals,  such
controlling individuals.

          "Board  Resolution"  means, with respect to any Person, a duly adopted
resolution of the Board of Directors.

          "Business Day" means a day that is not a Legal Holiday.

          "Capital  Lease  Obligation"  of any  Person  means,  at the  time any
determination thereof is to be made, the amount of the liability in respect of a
capital  lease for  property  leased by such  Person  that would at such time be
required to be  capitalized  on the balance  sheet of such Person in  accordance
with GAAP.

          "Capital  Stock" of any Person  means any and all  shares,  interests,
rights to purchase, warrants, options, participations or other equivalents of or
interests   in   (however   designated)   corporate   stock  or   other   equity
participations,  including partnership interests, whether general or limited, of
such Person, including any Preferred Stock.
<PAGE>

          "Cash  Equivalents" means (i) marketable direct obligations issued by,
or unconditionally  guaranteed by, the United States Government or issued by any
agency thereof and backed by the full faith and credit of the United States,  in
each case maturing  within one year from the date of acquisition  thereof;  (ii)
marketable  direct  obligations  issued  by any  state of the  United  States of
America  or  any  political   subdivision  of  any  such  state  or  any  public
instrumentality  thereof  maturing  within one year from the date of acquisition
thereof and, at the time of  acquisition,  having one of the two highest ratings
obtainable from either  Standard & Poor's Rating  Services or Moody's  Investors
Service,  Inc.;  (iii)  commercial paper maturing no more than one year from the
date of creation thereof and, at the time of acquisition,  having a rating of at
least A-1 from  Standard & Poor's  Rating  Services or at least P-1 from Moody's
Investors  Service,  Inc.; (iv) certificates of deposit or bankers'  acceptances
(or, with respect to foreign banks,  similar  instruments)  maturing  within one
year from the date of acquisition thereof issued by any bank organized under the
laws of the United  States of America or any state  thereof or the  District  of
Columbia  or any member of the  European  Union or any U.S.  branch of a foreign
bank having at the date of acquisition  thereof  combined capital and surplus of
not less than $200 million;  (v) repurchase  obligations with a term of not more
than seven days for underlying  securities of the types  described in clause (i)
above entered into with any bank meeting the qualifications  specified in clause
(iv)  above;   and  (vi)   investments   in  money  market  funds  which  invest
substantially  all their assets in securities of the types  described in clauses
(i) through (v) above.

          "Cash Flow" means, with respect to any period, Consolidated Net Income
for such period, plus, to the extent deducted in computing such Consolidated Net
Income:  (i)  extraordinary  net losses,  plus (ii) provision for taxes based on
income  or  profits  and any  provision  for taxes  utilized  in  computing  the
extraordinary  net losses  under  clause  (i)  hereof,  plus (iii)  Consolidated
Interest Expense,  plus (iv)  depreciation,  amortization and all other non-cash
charges (including  amortization of goodwill and other intangibles but excluding
any items that will require cash  payments in the future for which an accrual or
reserve is made).

          "Change  of  Control"  means the  occurrence  of any of the  following
events after the Issue Date: (i) any "person" or "group" (as such terms are used
in Sections  13(d) and 14(d) of the Exchange  Act) is or becomes  (including  by
merger,  consolidation or otherwise) the "beneficial owner" (as defined in Rules
13d-3 and 13d-5 under the Exchange Act,  except that a Person shall be deemed to
have  beneficial  ownership  of all  shares  that such  Person  has the right to
acquire, whether such right is exercisable immediately or only after the passage
of time),  directly  or  indirectly,  of 50% or more of the voting  power of the
total  outstanding  Voting Stock of the  Company;  (ii) during any period of two
consecutive  years,  individuals who at the beginning of such period constituted
the Board of Directors of the Company  (together  with any new  directors  whose
nomination  for  election by the  stockholders  of the Company was approved by a
vote of 66 2/3% of the directors then still in office who were either  directors
at the beginning of such period or whose election or nomination for election was
previously  so approved)  cease for any reason to  constitute a majority of such
Board of  Directors  of the Company  then in office;  (iii) the  approval by the
holders  of  Capital  Stock  of the  Company  of any  plan or  proposal  for the
liquidation  or  dissolution  of  the  Company  (whether  or  not  otherwise  in
compliance  with  the  terms  of this  Indenture);  or (iv)  the  sale or  other

<PAGE>

disposition  (including  by  merger,  consolidation  or  otherwise)  of  all  or
substantially all of the Capital Stock or assets of the Company to any Person or
group  (as  defined  in  Rule  13d-5  of the  Exchange  Act) as an  entirety  or
substantially  as  an  entirety  in  one  transaction  or a  series  of  related
transactions.

          "Change of Control Offer" has the meaning provided in Section 4.15(a).

          "Change of Control  Purchase Date" has the meaning provided in Section
4.15(b).

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

          "Common  Stock" of any  Person  means any and all  shares,  interests,
participations,  or other  equivalents  (however  designated)  of such  Person's
common stock whether now outstanding or issued after the Issue Date.

          "Company" means the party named as such in the first paragraph of this
Indenture  until  a  successor  replaces  it  pursuant  to  this  Indenture  and
thereafter means such successor.

          "Consolidated  Cash Flow Coverage  Ratio" means,  for any period,  the
ratio  of (i) the  aggregate  amount  of Cash  Flow  for  such  period,  to (ii)
Consolidated  Interest  Expense for such period,  each determined on a pro forma
basis after giving pro forma effect to (a) the  incurrence  of the  Indebtedness
giving rise to the calculation of the Consolidated  Cash Flow Coverage Ratio and
(if  applicable)  the  application of the net proceeds  therefrom,  including to
refinance other  Indebtedness,  as if such  Indebtedness  was incurred,  and the
application of such proceeds occurred,  at the beginning of such period; (b) the
incurrence, repayment or retirement of any other Indebtedness by the Company and
its  Restricted  Subsidiaries  since  the  first  day of such  period as if such
Indebtedness  was  incurred,  repaid or retired at the  beginning of such period
(except that, in making such computation,  the amount of Indebtedness  under any
revolving  credit  facility shall be computed based upon the average  balance of
such Indebtedness at the end of each month during such period);  (c) in the case
of Acquired Debt, the related acquisition as if such acquisition had occurred at
the beginning of such period;  and (d) any  acquisition  or  disposition  by the
Company and its  Restricted  Subsidiaries  of any company or any business or any
assets out of the  ordinary  course of  business,  or any related  repayment  of
Indebtedness,  in each case since the first day of such  period,  assuming  such
acquisition or disposition had been consummated on the first day of such period.

          "Consolidated Interest Expense" means, with respect to any period, the
sum of (i) the interest  expense of the Company and its Restricted  Subsidiaries
for  such  period,  including,  without  limitation,  (a)  amortization  of debt
discount, (b) the net payments, if any, under interest rate contracts (including
amortization  of discounts),  (c) the interest  portion of any deferred  payment
obligation  and (d) accrued  interest,  plus (ii) the interest  component of the
Capital Lease Obligations  paid,  accrued and/or scheduled to be paid or accrued
by the Company and its  Restricted  Subsidiaries  during  such  period,  and all
capitalized interest of the Company and its Restricted Subsidiaries,  plus (iii)
all  dividends  paid  during  such  period  by the  Company  and its  Restricted

<PAGE>

Subsidiaries  with  respect  to  any  Disqualified  Stock  (other  than  by  any
Restricted  Subsidiary  to the Company or any other  Restricted  Subsidiary  and
other than any dividend paid in Capital Stock (other than Disqualified  Stock)),
in each case,  as  determined on a  consolidated  basis in accordance  with GAAP
consistently applied.

          "Consolidated Net Income" means,  with respect to any period,  the net
income (or loss) of the Company and its Restricted Subsidiaries for such period,
determined on a consolidated basis in accordance with GAAP consistently applied,
adjusted to the extent  included in  calculating  such net income (or loss),  by
excluding, without duplication, (i) all extraordinary gains and losses (less all
fees and expenses relating thereto), (ii) the portion of net income (or loss) of
the  Company  and  its  Restricted   Subsidiaries   allocable  to  interests  in
unconsolidated Persons or Unrestricted Subsidiaries, except to the extent of the
amount  of  dividends  or  distributions  actually  paid to the  Company  or its
Restricted  Subsidiaries  by such other  Person  during such  period,  (iii) for
purposes of the covenant  entitled  "Limitation  on  Restricted  Payments",  net
income  (or  loss)  of  any  Person  combined  with  the  Company  or any of its
Restricted  Subsidiaries on a  "pooling-of-interests"  basis attributable to any
period  prior to the date of  combination,  (iv) net gains and losses  (less all
fees and  expenses  relating  thereto)  in  respect  of  disposition  of  assets
(including,  without  limitation,  pursuant to sale and leaseback  transactions)
other  than in the  ordinary  course of  business,  or (v) the net income of any
Restricted Subsidiary to the extent that the declaration of dividends or similar
distributions by that Restricted Subsidiary of that income to the Company is not
at the time permitted,  directly or indirectly, by operation of the terms of its
charter or any agreement,  instrument, judgment, decree, order, statute, rule or
governmental   regulation  applicable  to  that  Restricted  Subsidiary  or  its
stockholders.

          "Consolidated  Net  Worth"  means,  with  respect to any Person at any
date, the sum of (i) the consolidated  stockholders'  equity of such Person less
the amount of such  stockholders'  equity  attributable to Disqualified Stock of
such Person and its Subsidiaries  (Restricted  Subsidiaries,  in the case of the
Company),  as  determined  on a  consolidated  basis  in  accordance  with  GAAP
consistently  applied and (ii) the amount of any Preferred  Stock of such Person
not included in the stockholders' equity of such Person in accordance with GAAP,
which Preferred Stock does not constitute Disqualified Stock.

          "covenant defeasance" has the meaning provided in Section 8.02(b).

          "Currency  Agreement  Obligations" means the obligations of any person
under a foreign  exchange  contract,  currency  swap  agreement or other similar
agreement or arrangement to protect such person against fluctuations in currency
values.

          "Custodian"  means  any  receiver,   trustee,  assignee,   liquidator,
sequestrator or similar official under any Bankruptcy Law.

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

          "Default  Interest  Payment Date" has the meaning  provided in Section
2.12.

          "defeasance" has the meaning provided in Section 8.02(a).
<PAGE>

          "Designation" has the meaning provided in Section 4.17(a).

          "Designation Amount" has the meaning provided in Section 4.17(a).

          "Disposition"   means,  with  respect  to  any  Person,   any  merger,
consolidation  or other business  combination  involving such Person (whether or
not such  Person is the  Surviving  Person) or the sale,  assignment,  transfer,
lease,  conveyance  or other  disposition  of all or  substantially  all of such
Person's assets.

          "Disqualified  Stock" means (i) any Preferred  Stock of any Restricted
Subsidiary  and (ii) that portion of any Capital Stock that, by its terms (or by
the  terms of any  security  into  which it is  convertible  or for  which it is
exchangeable),  or upon the  happening of any event,  matures or is  mandatorily
redeemable, pursuant to a sinking fund obligation or otherwise, or is redeemable
at the option of the holder  thereof (other than upon a Change of Control of the
Company  in  circumstances  where the  Holders of the Notes  would have  similar
rights), in whole or in part on or prior to the stated maturity of the Notes.

          "Dollars" and "$" means lawful money of the United States of America.

          "DTC" means The Depository Trust Company, its nominees and successors.

          "Event of Default" has the meaning provided in Section 6.01.

          "Excess Proceeds" has the meaning provided in Section 4.16(b).

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

          "Exchange  Notes" has the  meaning  provided  in the  preamble to this
Indenture.

          "Existing   Indebtedness"   has  the   meaning   provided  in  Section
4.10(b)(iii).

          "Fair Market Value" means, with respect to any asset or property,  the
sale value that would be  obtained  in an  arm's-length  transaction  between an
informed  and willing  seller  under no  compulsion  to sell and an informed and
willing buyer under no compulsion to buy.

          "GAAP" means generally  accepted  accounting  principles in the United
States set forth in the opinions and pronouncements of the Accounting Principles
Board of the American  Institute of Certified Public  Accountants and statements
and pronouncements of the Financial  Accounting Standards Board or in such other
statements by such other entity as may be approved by a  significant  segment of
the accounting profession in the United States of America,  which are applicable
as of the Issue Date and consistently applied.

          "Global Note" has the meaning provided in Section 2.01.

          "Guarantee" means a guarantee (other than by endorsement of negotiable
instruments  for  collection  or deposit in the  ordinary  course of  business),
direct or indirect,  in any manner (including,  without  limitation,  letters of
credit and reimbursement  agreements in respect thereof),  of all or any part of
any Indebtedness.
<PAGE>

          "Holder"  means the Person in whose name a Note is  registered  on the
Registrar's books.

          "incur" has the meaning provided in Section 4.10(a).

          "Indebtedness" means, with respect to any Person, without duplication,
and whether or not contingent,  (i) all indebtedness of such Person for borrowed
money or which is evidenced by a note,  bond,  debenture or similar  instrument,
(ii) all obligations of such Person to pay the deferred or unpaid purchase price
of property or services,  which purchase price is due more than six months after
the date of  placing  such  property  in service  or taking  delivery  and title
thereto or the completion of such service,  (iii) all Capital Lease  Obligations
of such  Person,  (iv) all  obligations  of such Person in respect of letters of
credit or bankers' acceptances issued or created for the account of such Person,
(v) to the extent not otherwise included in this definition, all net obligations
of such Person under Interest Rate Agreement  Obligations or Currency  Agreement
Obligations of such Person, (vi) all liabilities of others of the kind described
in the  preceding  clause (i), (ii) or (iii) secured by any Lien on any property
owned by such Person;  provided,  however,  if the obligations secured by a Lien
(other  than a Permitted  Lien not  securing  any  liability  that would  itself
constitute Indebtedness) on any assets or property have not been assumed by such
Person in full or are not such Person's  legal  liability in full, the amount of
such Indebtedness for purposes of this definition shall be limited to the lesser
of the amount of Indebtedness  secured by such Lien and the Fair Market Value of
the property subject to such Lien,  (vii) all Disqualified  Stock issued by such
Person and all Preferred Stock issued by a Subsidiary of such Person, and (viii)
to the extent not otherwise included,  any guarantee by such Person of any other
Person's  indebtedness  or other  obligations  described  in clauses (i) through
(vii) above. "Indebtedness" of the Company and the Restricted Subsidiaries shall
not include  current trade payables  incurred in the ordinary course of business
and payable in accordance with customary  practices,  and  non-interest  bearing
installment  obligations and accrued liabilities incurred in the ordinary course
of  business  which are not more than 90 days past  due.  The  principal  amount
outstanding  of any  Indebtedness  issued with  original  issue  discount is the
accreted value of such Indebtedness. Notwithstanding the foregoing, Indebtedness
shall not  include  Indebtedness  arising  from the  honoring by a bank or other
financial  institution  of a check,  draft or similar  instrument  inadvertently
drawn against  insufficient  funds in the ordinary course of business;  provided
that such Indebtedness is extinguished  within 3 Business Days of the incurrence
thereof.

          "Indenture" means this Indenture, as amended or supplemented from time
to time in accordance with the terms hereof.

          "Independent  Director"  means a director of the Company  other than a
director  (i) who (apart from being a director of the Company or any  Subsidiary
of the  Company) is an  employee,  associate  or  Affiliate  of the Company or a
Subsidiary  of the Company,  or (ii) who is a director,  employee,  associate or
Affiliate of another  party (other than the Company or any of its  Subsidiaries)
to the transaction in question.

          "Initial  Notes" has the  meaning  provided  in the  preamble  to this
Indenture.

          "Initial Purchaser" means Schroder & Co. Inc.
<PAGE>

          "interest" on the Notes means interest (including  Liquidated Damages)
on the Notes.

          "Interest Payment Date" means the stated maturity of an installment of
interest on the Notes.

          "Interest  Rate  Agreement  Obligations"  means,  with  respect to any
Person,  the Obligations of such Person under (i) interest rate swap agreements,
interest rate cap agreements and interest rate collar agreements, and (ii) other
agreements or arrangements  designed to protect such Person against fluctuations
in interest rates.

          "Internal  Revenue  Code" means the Internal  Revenue Code of 1986, as
amended, to the date hereof and from time to time hereafter.

          "Investment" means, with respect to any Person, any direct or indirect
loan or other extension of credit (including,  without limitation,  a guarantee)
or capital  contribution  to (by means of any transfer of cash or other property
to others or any  payment for  property  or  services  for the account or use of
others),  or any purchase or  acquisition  by such Person of any Capital  Stock,
bonds, notes, debentures or other securities or evidences of Indebtedness issued
by, any other Person.  "Investment" shall exclude travel and similar advances to
officers and  employees  of the Company in the  ordinary  course of business and
extensions  of trade credit by the Company and its  Restricted  Subsidiaries  on
commercially  reasonable  terms in accordance with normal trade practices of the
Company or such Restricted  Subsidiary,  as the case may be. For the purposes of
Section 4.11,  (i)  "Investment"  shall include and be valued at the Fair Market
Value of the net  assets  of any  Restricted  Subsidiary  (to the  extent of the
Company's  equity interest in such Restricted  Subsidiary) at the time that such
Restricted Subsidiary is designated an Unrestricted Subsidiary and shall exclude
the Fair Market Value of the net assets of any  Unrestricted  Subsidiary  at the
time that such Unrestricted Subsidiary is designated a Restricted Subsidiary and
(ii) the amount of any Investment  shall be the original cost of such Investment
plus  the  cost  of all  additional  Investments  by the  Company  or any of its
Restricted  Subsidiaries,  without any adjustments for increases or decreases in
value, or write-ups,  write-downs or write-offs with respect to such Investment,
reduced by the payment of dividends or  distributions  in  connection  with such
Investment  or any  other  amounts  received  in  respect  of  such  Investment;
provided, however, that no such payment of dividends or distributions or receipt
of any such other  amounts  shall  reduce the amount of any  Investment  if such
payment of dividends or  distributions  or receipt of any such amounts  would be
included in Consolidated Net Income. If the Company or any Restricted Subsidiary
of the Company sells or otherwise  disposes of any Common Stock of any direct or
indirect Restricted  Subsidiary of the Company such that, after giving effect to
any  such  sale  or  disposition,  the  Company  no  longer  owns,  directly  or
indirectly,  greater than 50% of the outstanding Common Stock of such Restricted
Subsidiary,  the Company  shall be deemed to have made an Investment on the date
of any such sale or  disposition  equal to the Fair  Market  Value of the Common
Stock of such Restricted Subsidiary not sold or disposed of.

          "Issue Date" means August 14, 1997,  the date the Notes are originally
issued under this Indenture.
<PAGE>

          "Legal Holiday" has the meaning provided in Section 10.07.

                  "Lien" means,  with respect to any asset, any mortgage,  lien,
pledge, charge,  security interest or encumbrance of any kind in respect of such
asset,  whether or not filed,  recorded or otherwise  perfected under applicable
law (including any  conditional  sale or other title  retention  agreement,  any
lease in the nature  thereof,  any option or other  agreement  to sell or give a
security  interest  in any asset and any filing of, or  agreement  to give,  any
financing  statement under the Uniform Commercial Code (or equivalent  statutes)
of any jurisdiction).

          "Liquidated  Damages"  means all  liquidated  damages  owing under the
Registration Rights Agreement.

          "Maturity Date" means August 15, 2005.

          "Net  Proceeds"  means,  with respect to any Asset Sale by any Person,
the aggregate cash or Cash  Equivalent  proceeds  received by such Person and/or
its  Affiliates  in  respect of such Asset  Sale,  which  amount is equal to the
excess,  if any,  of (i) the cash or Cash  Equivalents  received  by such Person
and/or its Affiliates  (including any cash payments  received by way of deferred
payment  pursuant to, or  monetization  of, a note or installment  receivable or
otherwise,  but only as and when  received) in connection  with such Asset Sale,
over (ii) the sum of (a) the amount of any Indebtedness  that is secured by such
asset and which is required to be repaid by such Person in connection  with such
Asset Sale, plus (b) all fees,  commissions and other expenses  incurred by such
Person in  connection  with such  Asset  Sale,  plus (c)  provision  for  taxes,
including income taxes,  directly  attributable to the Asset Sale or to required
prepayments or repayments of Indebtedness  with the proceeds of such Asset Sale,
plus  (d)  if  such  Person  is  a  Restricted  Subsidiary,   any  dividends  or
distributions  payable to  holders  of  minority  interests  in such  Restricted
Subsidiary from the proceeds of such Asset Sale, plus (e) appropriate amounts to
be provided by the Company or any Restricted Subsidiary as a reserve against any
liabilities  associated  with such Asset Sale,  including,  without  limitation,
pension and other  post-employment  benefit liabilities,  liabilities related to
environmental  matters and  liabilities  under any  indemnification  obligations
associated  with such Asset  Sale;  provided  that upon the  release of any such
reserves, such amounts shall constitute "Net Proceeds" hereunder.

          "Non-U.S.  Person" means a person who is not a U.S. person, as defined
in Regulation S.

          "Notes"  means the Initial  Notes and the Exchange  Notes treated as a
single  class of  securities,  as amended or  supplemented  from time to time in
accordance with the terms hereof, that are issued pursuant to this Indenture.

          "Obligations"  means  any  principal,   interest,   penalties,   fees,
indemnifications,  reimbursement  obligations,  damages  and  other  liabilities
payable under the documentation governing any Indebtedness.

          "Offering  Memorandum"  means the Offering  Memorandum dated August 7,
1997 of the Company relating to the offering of the Notes.
<PAGE>

          "Officer" means, with respect to any Person, the Chairman of the Board
of Directors,  the Chief Executive Officer,  the President,  any Vice President,
the Chief Financial Officer, the Treasurer, the Controller,  or the Secretary of
such Person,  or any other officer  designated by the Board of Directors serving
in a similar  capacity.  "Officers'  Certificate"  means,  with  respect  to any
Person,  a  certificate  signed by two  Officers  or by an Officer and either an
Assistant  Treasurer  or an  Assistant  Secretary  of such Person and  otherwise
complying with the  requirements  of Sections 10.04 and 10.05, as they relate to
the making of an Officers' Certificate.

          "Offshore Physical Notes" has the meaning provided in Section 2.01.

          "Opinion of Counsel" means a written opinion from legal counsel who is
reasonably acceptable to the Trustee complying with the requirements of Sections
10.04 and 10.05, as they relate to the giving of an Opinion of Counsel.

          "Paying Agent" has the meaning provided in Section 2.03.

          "Permitted Indebtedness" has the meaning provided in Section 4.10(b).

          "Permitted Investments" means (i) any Investment in the Company or any
Restricted  Subsidiary;  provided,  that the primary business of such Restricted
Subsidiary  is  a  Related  Business;  (ii)  any  investment  in  cash  or  Cash
Equivalents; (iii) any Investment in a Person (an "Acquired Person") the primary
business of which is a Related Business if, as a result of such Investment,  (a)
the Acquired Person becomes a Restricted Subsidiary,  or (b) the Acquired Person
either (1) is merged,  consolidated  or amalgamated  with or into the Company or
one of its Restricted Subsidiaries and the Company or such Restricted Subsidiary
is the Surviving  Person,  or (2) transfers or conveys  substantially all of its
assets  to,  or is  liquidated  into,  the  Company  or one  of  its  Restricted
Subsidiaries;  (iv) Investments in accounts and notes receivable acquired in the
ordinary  course of business;  (v) any notes,  obligations  or other  securities
received in connection with an Asset Sale that complies with Section 4.16 or any
other disposition not constituting an "Asset Sale"; (vi) Interest Rate Agreement
Obligations and Currency  Agreement  Obligations  permitted  pursuant to Section
4.10(b)(v);  (vii)  investments in or  acquisitions  of Capital Stock or similar
interests in Persons  (other than  Affiliates  of the  Company)  received in the
bankruptcy  or  reorganization  of or by such  Person  or any  exchange  of such
investment with the issuer thereof or taken in settlement of or other resolution
of claims or disputes  and (viii)  other  Investments  not to exceed $50 million
which,  shall be reinstated to the extent of any net cash  proceeds,  dividends,
repayments of loans or other transfers of cash or assets received by the Company
or any Restricted Subsidiary as a return of or on such Investment.

          "Permitted Liens" means (i) Liens on assets or property of the Company
that secure Senior Bank Debt of the Company and Liens on assets or property of a
Restricted Subsidiary that secure Indebtedness of a Restricted Subsidiary;  (ii)
Liens securing Indebtedness of a Person existing at the time that such Person is
merged  into or  consolidated  with  the  Company  or a  Restricted  Subsidiary;
provided,  however, that such Liens were in existence prior to the contemplation
of such merger or consolidation and do not extend to any assets other than those
of such Person;  (iii) Liens on property acquired by the Company or a Restricted
Subsidiary;  provided,  however,  that such Liens were in existence prior to the
contemplation of such acquisition and do not extend to any other property;  (iv)
Liens in respect of Interest Rate Agreement  Obligations and Currency  Agreement
Obligations permitted under this Indenture; (v) Liens in favor of the Company or
any Restricted Subsidiary; (vi) Liens existing or created on the Issue Date; and
(vii) Liens securing the Notes.
<PAGE>

          "Permitted Payments" has the meaning provided in Section 4.11(b).

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

          "Physical Notes" has the meaning provided in Section 2.01.

          "Preferred Stock" as applied to the Capital Stock of any Person, means
Capital Stock of any class or classes (however designated) which is preferred as
to the payment of  dividends  or  distributions,  or as to the  distribution  of
assets upon any voluntary or  involuntary  liquidation  or  dissolution  of such
Person, over Capital Stock of any other class of such Person.

          "principal"  of any  Indebtedness  (including  the  Notes)  means  the
principal  amount  of such  Indebtedness  plus  the  premium,  if  any,  on such
Indebtedness.

          "Private Placement Legend" means the legend initially set forth on the
Notes in the form set forth in Section 2.15.

          "Purchase Money Obligation"  means any Indebtedness  which is incurred
in connection  with the purchase,  construction  or improvement of assets and is
secured by a Lien on such assets  related to the  business of the Company or the
Restricted  Subsidiaries,  and any additions and accessions  thereto,  which are
purchased, constructed or improved by the Company or any Restricted Subsidiary.

          "Qualified  Institutional  Buyer"  or "QIB"  shall  have  the  meaning
specified in Rule 144A under the Securities Act.

          "Record Date" means the Record Dates specified in the Notes; provided,
however,  that if any such date is a Legal Holiday, the Record Date shall be the
first day immediately preceding such specified day that is not a Legal Holiday.

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

          "Redemption Price," when used with respect to any Note to be redeemed,
means the price fixed for such  redemption  pursuant to this  Indenture  and the
Notes.

          "Redesignation" has the meaning provided in Section 4.17(b).

          "refinancing" has the meaning provided in Section 4.10(b)(vii).

          "Refinancing   Indebtedness"  has  the  meaning  provided  in  Section
4.10(b)(vii).

          "Registrar" has the meaning provided in Section 2.03.

          "Registration   Rights   Agreement"  means  the  Registration   Rights
Agreement  dated on or about the Issue Date  between the Company and the Initial
Purchaser  for the  benefit  of  themselves  and the  Holders as the same may be
amended from time to time in accordance with the terms thereof.
<PAGE>

          "Regulation S" means Regulation S under the Securities Act.

          "Related Business" means any business that is reasonably related to or
complementary  to the  businesses  conducted  by the Company and the  Restricted
Subsidiaries on the Issue Date.

          "Required Filing Dates" has the meaning provided in Section 4.09(a).

          "Restricted  Investment"  means an  Investment  other than a Permitted
Investment.

          "Restricted  Payment"  means (i) any  dividend  or other  distribution
declared or paid on any Capital  Stock of the Company  (other than (A) dividends
or distributions payable solely in Capital Stock (other than Disqualified Stock)
of the Company, or (B) dividends or distributions  payable to the Company or any
Restricted  Subsidiary);  (ii) any  payment  to  purchase,  redeem or  otherwise
acquire or retire for value any Capital Stock of the Company;  (iii) any payment
to purchase,  redeem, defease or otherwise acquire or retire for value, prior to
any  scheduled  maturity,  repayment or sinking fund payment,  any  subordinated
Indebtedness other than a purchase, redemption,  defeasance or other acquisition
or  retirement  for  value  that is paid for with the  proceeds  of  Refinancing
Indebtedness  that  is  permitted  under  Section  4.10(b)(vii);   or  (iv)  any
Restricted Investment.

          "Restricted  Security"  has the meaning  assigned to such term in Rule
144(a)(3) under the Securities Act; provided, however, that the Trustee shall be
entitled to request and conclusively  rely on an Opinion of Counsel with respect
to whether any Note constitutes a Restricted Security.

          "Restricted  Subsidiary"  means each direct or indirect  Subsidiary of
the Company other than an Unrestricted Subsidiary.

          "Rule 144A" means Rule 144A under the Securities Act.

          "Securities Act" means the Securities Act of 1933, as amended, and the
rules and regulations of the Commission promulgated thereunder.

          "Senior  Bank  Debt"  means  Indebtedness  incurred  under any  credit
facility  entered into between the Company,  any Restricted  Subsidiary and bank
lenders at any time, as the same may be amended,  modified,  renewed,  refunded,
replaced or  refinanced  from time to time,  including  (i) any  related  notes,
letters of credit, guarantees,  collateral documents, instruments and agreements
executed  in  connection  therewith,  and in  each  case as  amended,  modified,
renewed, refunded, replaced or refinanced from time to time, and (ii) any notes,
guarantees,   collateral  documents,  instruments  and  agreements  executed  in
connection  with  any  such   amendment,   modification,   renewal,   refunding,
replacement or refinancing.

          "Subsidiary"  of a Person means (i) any  corporation  more than 50% of
the  outstanding  voting  power  of the  Voting  Stock  of  which  is  owned  or
controlled,  directly  or  indirectly,  by such  Person or by one or more  other
Subsidiaries  of  such  Person,  or  by  such  Person  and  one  or  more  other
Subsidiaries  thereof,  or (ii) any limited  partnership of which such Person or

<PAGE>

any  Subsidiary of such Person is a general  partner,  or (iii) any other Person
(other than a corporation or limited partnership) in which such Person or one or
more other  Subsidiaries  of such  Person,  or such Person and one or more other
Subsidiaries  thereof,  directly  or  indirectly,  has  more  than  50%  of  the
outstanding  partnership or similar  interests or has the power,  by contract or
otherwise,  to direct or cause the  direction of the  policies,  management  and
affairs thereof.

          "Surviving  Person" means,  with respect to any Person  involved in or
that makes any  Disposition,  the Person formed by or surviving such Disposition
or the Person to which such Disposition is made.

          "TIA"  means  the  Trust  Indenture  Act of  1939  (15  U.S.C.  ss.ss.
77aaa-77bbbb), as amended, as in effect on the date of this Indenture, except as
otherwise provided in Section 9.03.

          "Trust Officer" means any officer or assistant  officer of the Trustee
assigned by the Trustee to administer this Indenture or any part thereof,  or in
the case of a successor trustee, an officer assigned to the department, division
or group performing the corporation trust work of such successor and assigned to
administer this Indenture.

          "Trustee"  means the  party  named as such in this  Indenture  until a
successor  replaces it in accordance  with the  provisions of this Indenture and
thereafter means such successor.

          "Unrestricted   Subsidiary"   means  any  Subsidiary  of  the  Company
designated  as such  pursuant to and in  compliance  with  Section  4.17 and not
redesignated a Restricted Subsidiary in compliance with such covenant.

          "U.S.   Government   Obligations"  mean  direct  obligations  of,  and
obligations guaranteed by, the United States of America for the payment of which
the full faith and credit of the United States of America is pledged.

          "U.S.  Legal  Tender" means such coin or currency of the United States
of America as at the time of payment  shall be legal  tender for the  payment of
public and private debts.

          "U.S. Physical Notes" has the meaning provided in Section 2.01.

          "Voting  Stock" of a Person means  Capital Stock of such Person of the
class or classes  pursuant to which the holders  thereof have the general voting
power under ordinary  circumstances to elect at least a majority of the board of
directors,  managers or trustees of such Person  (irrespective of whether or not
at the time stock of any other class or classes  shall have or might have voting
power by reason of the happening of any contingency).

          "Weighted  Average  Life  to  Maturity"  means,  when  applied  to any
Indebtedness  at any date,  the number of years obtained by dividing (i) the sum
of the products  obtained by  multiplying  (a) the amount of each then remaining
installment,  sinking fund, serial maturity or other required  scheduled payment
of principal,  including payment at final maturity, in respect thereof, with (b)
the number of years  (calculated  to the nearest  one-twelfth)  that will elapse
between such date and the making of such payment,  by (ii) the then  outstanding
aggregate principal amount of such Indebtedness.
<PAGE>

SECTION 1.02. Incorporation by Reference of TIA.

          Whenever  this  Indenture  refers  to a  provision  of the  TIA,  such
provision is  incorporated  by reference in, and made a part of, this Indenture.
The following TIA terms used in this Indenture have the following meanings:

          "indenture securities" means the Notes.

          "indenture security holder" means a Holder or a Noteholder.

          "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 Notes.

          All other TIA terms  used in this  Indenture  that are  defined by the
TIA,  defined by TIA reference to another  statute or defined by Commission rule
and not otherwise defined herein have the meanings assigned to them therein.

SECTION 1.03.              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  GAAP as in  effect  on the  date
          hereof;

               3. "or" is not exclusive;

               4. words in the  singular  include the  plural,  and words in the
          plural include the singular;

               5. a reference  to a Section or Article  shall be to a Section or
          Article of this Indenture;

               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; and

               7. any  reference  to a  statute,  law or  regulation  means that
          statute,  law or regulation as amended and in effect from time to time
          and includes  any  successor  statute,  law or  regulation;  provided,
          however,  that any  reference  to the  Bankruptcy  Law shall  mean the
          Bankruptcy Law as applicable to the relevant case.
<PAGE>

                                   ARTICLE TWO

                                    THE NOTES


SECTION 2.01.              Form and Dating.

          The Initial  Notes and the  Trustee's  certificate  of  authentication
relating  thereto shall be  substantially  in the form of Exhibit A hereto.  The
Exchange Notes and the Trustee's certificate of authentication  relating thereto
shall be  substantially  in the form of  Exhibit  B  hereto.  The Notes may have
notations,  legends or  endorsements  required by law,  stock  exchange  rule or
depository rule or usage.  The Company and the Trustee shall approve the form of
the Notes and any notation,  legend or endorsement  on them.  Each Note shall be
dated the date of its authentication.

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

          Notes  offered  and sold in  reliance  on Rule  144A  shall be  issued
initially in the form of one or more permanent  global Notes in registered form,
substantially in the form set forth in Exhibit A (the "Global Note"),  deposited
with the  Trustee,  as  custodian  for DTC,  duly  executed  by the  Company and
authenticated  by the Trustee as hereinafter  provided and shall bear the legend
set forth in Section  2.15(a) and (b).  The  aggregate  principal  amount of the
Global Notes may from time to time be increased or decreased by adjustments made
on the records of the Trustee, as custodian for DTC, as hereinafter provided.

          Notes  offered  and  sold in  offshore  transactions  in  reliance  on
Regulation  S shall be issued  in the form of  permanent  certificated  Notes in
registered form in substantially  the form set forth in Exhibit A (the "Offshore
Physical Notes"),  duly executed by the Company and authenticated by the Trustee
as hereinafter  provided and shall bear the legend set forth in Section 2.15(a).
Notes  offered and sold in  reliance on Rule 144A may be issued,  in the form of
permanent  certificated  Notes in registered form, in substantially the form set
forth in Exhibit A (the "U.S. Physical Notes"), duly executed by the Company and
authenticated  by the Trustee as hereinafter  provided and shall bear the legend
set forth in Section 2.15(a).  The Offshore Physical Notes and the U.S. Physical
Notes are sometimes collectively herein referred to as the "Physical Notes."

SECTION 2.02.     Execution and Authentication; Aggregate Principal Amount.

          Two Officers, or an Officer and an Assistant Secretary, shall sign, or
one Officer shall sign and one Officer or an Assistant  Secretary  (each of whom
shall,  in each  case,  have been duly  authorized  by all  requisite  corporate
actions)  shall  attest  to, the Notes for the  Company  by manual or  facsimile
signature.

          If an Officer or Assistant  Secretary whose signature is on a Note was
an Officer or Assistant  Secretary at the time of such  execution  but no longer
holds that office or position  at the time the Trustee  authenticates  the Note,
the Note shall nevertheless be valid.
<PAGE>

          A Note shall not be valid until an authorized signatory of the Trustee
manually  signs the  certificate  of  authentication  on the Note. The signature
shall be  conclusive  evidence that the Note has been  authenticated  under this
Indenture.

          The Trustee shall authenticate (i) Initial Notes for original issue in
the  aggregate  principal  amount not to exceed  $275,000,000  and (ii) Exchange
Notes from time to time for issue only in exchange for a like  principal  amount
of Initial Notes,  in each case upon a written order of the Company.  Such order
shall specify the amount of Notes to be authenticated  and the date on which the
Notes are to be  authenticated,  whether  the Notes are to be  Initial  Notes or
Exchange  Notes and whether  the Notes are to be issued as  Physical  Notes or a
Global Note or such other information as the Trustee may reasonably request. The
aggregate  principal  amount  of Notes  outstanding  at any time may not  exceed
$275,000,000, except as provided in Section 2.07.

          The Trustee may appoint an authenticating  agent (the  "Authenticating
Agent")  reasonably  acceptable  to the Company to  authenticate  Notes.  Unless
otherwise provided in the appointment,  an Authenticating Agent may authenticate
Notes  whenever  the Trustee  may do so. Each  reference  in this  Indenture  to
authentication  by the Trustee includes  authentication  by such  Authenticating
Agent. An Authenticating  Agent has the same rights as an Agent to deal with the
Company or with any Affiliate of the Company.

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

          The  Company,  the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name any Note is  registered  as the owner of such
Note for the purpose of  receiving  payment of  principal of and (subject to the
provisions  of this  Indenture  and the Notes  with  respect  to  record  dates)
interest  on such Note,  whether or not such Note is  overdue,  and  neither the
Company,  the  Trustee  nor any agent of the  Company  or the  Trustee  shall be
affected by notice of the contrary.

SECTION 2.03.              Registrar and Paying Agent.

          The Company shall maintain an office or agency (which shall be located
in the Borough of  Manhattan  in The City of New York,  State of New York) where
(a) Notes may be presented or surrendered  for  registration  of transfer or for
exchange  ("Registrar"),  (b) Notes may be presented or surrendered  for payment
("Paying  Agent")  and (c) notices and demands to or upon the Company in respect
of the Notes and this  Indenture  may be  served.  The  Registrar  shall  keep a
register of the Notes and of their  transfer and  exchange.  The  Company,  upon
prior written notice to the Trustee,  may have one or more co-Registrars and one
or more additional Paying Agents reasonably  acceptable to the Trustee. The term
"Paying Agent" includes any additional  Paying Agent. The Company may act as its
own Paying Agent, except that for the purposes of payments on the Notes pursuant
to Sections 4.15 and 4.16,  neither the Company nor any Affiliate of the Company
may act as Paying Agent.

          The Company shall enter into an appropriate  agency agreement with any
Agent not a party to this  Indenture,  which  agreement  shall  incorporate  the
provisions of the TIA and implement the provisions of this Indenture that relate
to such Agent. The Company shall notify the Trustee, in advance, 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.
<PAGE>

          The Company initially appoints the Trustee as Registrar,  Paying Agent
and agent for service of demands and notices in connection with the Notes, until
such time as the Trustee has resigned or a successor has been appointed.  Any of
the  Registrar,  the Paying  Agent or any other  agent may resign  upon 30 days'
notice to the Company.

SECTION 2.04.              Paying Agent To Hold Assets in Trust.

          The Company  shall require each Paying Agent other than the Trustee to
agree in writing  that each Paying  Agent shall hold in trust for the benefit of
the Holders or the  Trustee all assets held by the Paying  Agent for the payment
of  principal  of, or  interest  on, the Notes  (whether  such  assets have been
distributed  to it by the Company or any other  obligor on the  Notes),  and the
Company  and the Paying  Agent  shall  notify the  Trustee of any Default by the
Company  (or any other  obligor on the Notes) in making  any such  payment.  The
Company at any time may require a Paying Agent to distribute  all assets held by
it to the Trustee and  account for any assets  disbursed  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 distribute all assets held by it to
the Trustee and to account for any assets distributed.  Upon distribution to the
Trustee of all  assets  that shall  have been  delivered  by the  Company to the
Paying Agent, the Paying Agent shall have no further liability for such assets.

SECTION 2.05.              Noteholder 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.  If the Trustee is not the Registrar,  the Company shall furnish or
cause the  Registrar  to furnish to the  Trustee  before each Record Date and at
such other  times as the  Trustee  may request in writing a list as of such date
and in such  form  as the  Trustee  may  reasonably  require  of the  names  and
addresses  of the  Holders,  which list may be  conclusively  relied upon by the
Trustee.

SECTION 2.06.              Transfer and Exchange.

          When Notes are  presented to the  Registrar or a  co-Registrar  with a
request to register the transfer of such Notes or to exchange  such Notes for an
equal principal amount of Notes of other authorized denominations, the Registrar
or co-Registrar shall register the transfer or make the exchange as requested if
its requirements for such transaction are met; provided, however, that the Notes
presented or surrendered for  registration of transfer or exchange shall be duly
endorsed or accompanied by a written instrument of transfer in form satisfactory
to the Company or the  Registrar or  co-Registrar,  duly  executed by the Holder
thereof or his attorney duly authorized in writing.  To permit  registrations of
transfer  and  exchanges,  the  Company  shall  execute  and the  Trustee  shall
authenticate  Notes at the  Registrar's or  co-Registrar's  request.  No service
charge  shall be made for any  registration  of  transfer or  exchange,  but the
Company may require  payment of a sum  sufficient  to cover any  transfer tax or
similar governmental charge payable in connection therewith (other than any such
transfer taxes or similar  governmental  charge payable upon exchanges  (without
transfer to another Person) pursuant to Sections 2.02, 2.10, 3.06, 4.15, 4.16 or
9.05,  in which event the Company shall be  responsible  for the payment of such
taxes).
<PAGE>

          The  Registrar or  co-Registrar  shall not be required to register the
transfer of or exchange of any Note (i) during a period beginning at the opening
of business on the day the Trustee  receives  notice of any  redemption of Notes
and ending at the close of  business  on the day such  notice of  redemption  is
mailed to the Holders, (ii) selected for redemption in whole or in part pursuant
to Article Three,  except the  unredeemed  portion of any Note being redeemed in
part and (iii)  during a Change of Control  Offer or an Asset Sale Offer if such
Note is tendered  pursuant  to such Change of Control  Offer or Asset Sale Offer
and not withdrawn.

          Any Holder of the Global  Note  shall,  by  acceptance  of such Global
Note,  agree that transfers of beneficial  interests in such Global Notes may be
effected  only  through a  book-entry  system  maintained  by the Holder of such
Global Note (or its agent),  and that ownership of a beneficial  interest in the
Note shall be required to be reflected in a book-entry system.

SECTION 2.07.              Replacement Notes.

          If a mutilated  Note is surrendered to the Trustee or if the Holder of
a Note claims that the Note has been lost,  destroyed or wrongfully  taken,  the
Company shall issue and the Trustee shall authenticate a replacement Note if the
Trustee's  requirements are met. If required by the Trustee or the Company, such
Holder must provide an indemnity  bond or other  indemnity of reasonable  tenor,
sufficient in the  reasonable  judgment of both the Company and the Trustee,  to
protect  the  Company,  the Trustee or any Agent from any loss which any of them
may suffer if a Note is replaced.  Every  replacement  Note shall  constitute an
additional obligation of the Company.

SECTION 2.08.              Outstanding Notes.

          Notes  outstanding  at any  time  are all the  Notes  that  have  been
authenticated  by the Trustee except those canceled by it, those delivered to it
for cancellation and those described in this Section as not outstanding. Subject
to the  provisions  of  Section  2.09,  a Note does not cease to be  outstanding
because the Company or any of its Affiliates holds the Note.

          If a Note is replaced pursuant to Section 2.07 (other than a mutilated
Note  surrendered  for  replacement),  it ceases to be  outstanding  unless  the
Trustee  receives proof  satisfactory  to it that the replaced Note is held by a
bona fide purchaser. A mutilated Note ceases to be outstanding upon surrender of
such Note and replacement thereof pursuant to Section 2.07.

          If on a Redemption  Date or the Maturity  Date the Paying Agent (other
than the  Company)  holds  U.S.  Legal  Tender  or U.S.  Government  Obligations
sufficient  to pay all of the principal and interest due on the Notes payable on
that date and is not  prohibited  from paying such money to the Holders  thereof
pursuant to the terms of this Indenture,  then on and after that date such Notes
cease to be outstanding and interest on them ceases to accrue.

SECTION 2.09.              Treasury Notes.


<PAGE>

          In  determining  (x)  whether the  Holders of the  required  principal
amount of Notes have  concurred in any direction,  waiver,  consent or notice or
(y) how much principal  amount of Notes remains  outstanding  after a redemption
under Paragraph 6 of the Notes, Notes owned by the Company or an Affiliate shall
be considered as though they are not  outstanding,  except that for the purposes
of  determining  whether the Trustee  shall be  protected in relying on any such
direction,  waiver or consent  under clause (x) above,  only Notes which a Trust
Officer of the Trustee  actually knows are so owned shall be so considered.  The
Company  shall  notify the  Trustee,  in writing,  when it or, to the  Company's
knowledge,  any of its Affiliates  purchases or otherwise acquires Notes, of the
aggregate principal amount of such Notes so purchased or otherwise acquired.

SECTION 2.10.              Temporary Notes.

          Until definitive Notes are ready for delivery, the Company may prepare
and the Trustee  shall  authenticate  temporary  Notes upon receipt of a written
order of the  Company in the form of an  Officers'  Certificate.  The  Officers'
Certificate  shall specify the amount of temporary Notes to be authenticated and
the date on which the temporary Notes are to be  authenticated.  Temporary Notes
shall be  substantially  in the form of definitive Notes but may have variations
that the Company  considers  appropriate for temporary Notes and so indicates in
the Officers' Certificate. Without unreasonable delay, the Company shall prepare
and the  Trustee  shall  authenticate  upon  receipt  of a written  order of the
Company  pursuant to Section 2.02  definitive  Notes in exchange  for  temporary
Notes.

SECTION 2.11.              Cancellation.

          The  Company  at  any  time  may  deliver  Notes  to the  Trustee  for
cancellation.  The  Registrar  and the Paying Agent shall forward to the Trustee
any Notes surrendered to them for transfer, exchange or payment. The Trustee, or
at the direction of the Trustee,  the Registrar or the Paying Agent,  and no one
else, shall cancel and, at the written direction of the Company,  shall dispose,
in its  customary  manner,  of all Notes  surrendered  for  transfer,  exchange,
payment or cancellation.  Subject to Section 2.07, the Company may not issue new
Notes  to  replace  Notes  that it has  paid or  delivered  to the  Trustee  for
cancellation.  If the Company shall acquire any of the Notes,  such  acquisition
shall  not  operate  as  a  redemption  or  satisfaction  of  the   Indebtedness
represented  by such  Notes  unless  and until the same are  surrendered  to the
Trustee for cancellation pursuant to this Section 2.11.

SECTION 2.12.              Defaulted Interest.

          If the Company  defaults  in a payment of  interest  on the Notes,  it
shall pay the  defaulted  interest,  plus (to the extent  lawful)  any  interest
payable on the defaulted interest to the Persons who are Holders on a subsequent
special  record date,  which special record date shall be the fifteenth day next
preceding the date fixed by the Company for the payment of defaulted interest or
the next succeeding Business Day if such date is not a Business Day. The Company
shall notify the Trustee in writing of the amount of defaulted interest proposed
to be paid on each  Note  and the  date  of the  proposed  payment  (a  "Default
Interest Payment Date"), and at the same time the Company shall deposit with the
Trustee an amount of money equal to the aggregate  amount proposed to be paid in
respect of such defaulted  interest or shall make  arrangements  satisfactory to

<PAGE>

the Trustee for such  deposit  prior to the date of the proposed  payment,  such
money when deposited to be held in trust for the benefit of the Persons entitled
to such defaulted interest as provided in this Section; provided,  however, that
in no event shall the Company  deposit monies  proposed to be paid in respect of
defaulted  interest  later than  11:00 a.m.  of the  proposed  Default  Interest
Payment Date. At least 15 days before the  subsequent  special  record date, the
Company  shall mail (or cause to be mailed) to each Holder,  as of a recent date
selected by the Company,  with a copy to the  Trustee,  a notice that states the
subsequent  special  record  date,  the payment date and the amount of defaulted
interest,  and interest payable on such defaulted interest,  if any, to be paid.
Notwithstanding  the  foregoing,  any  interest  which  is  paid  prior  to  the
expiration  of the 30-day  period set forth in Section  6.01(i) shall be paid to
Holders as of the regular  record date for the  Interest  Payment Date for which
interest has not been paid.  Notwithstanding the foregoing, the Company may make
payment of any defaulted  interest in any other lawful  manner not  inconsistent
with the  requirements  of any  securities  exchange  on which  the Notes may be
listed, and upon such notice as may be required by such exchange.

SECTION 2.13.              CUSIP Number.

          The Company in issuing the Notes may use a "CUSIP" number, and, if so,
the Trustee shall use the CUSIP number in notices of redemption or exchange as a
convenience to Holders;  provided,  however,  that no  representation  is hereby
deemed to be made by the Trustee as to the  correctness or accuracy of the CUSIP
number  printed in the notice or on the Notes,  and that  reliance may be placed
only on the other identification numbers printed on the Notes. The Company shall
promptly notify the Trustee of any change in the CUSIP number.

SECTION 2.14.              Deposit of Monies.

          Prior to 11:00 a.m. New York City time on each Interest  Payment Date,
Maturity Date,  Redemption Date,  Change of Control Purchase Date and Asset Sale
Offer  Purchase  Date, the Company shall have deposited with the Paying Agent in
immediately  available funds money sufficient to make cash payments, if any, due
on such Interest Payment Date, Maturity Date, Redemption Date, Change of Control
Purchase  Date and Asset  Sale  Offer  Purchase  Date,  as the case may be, in a
timely  manner which permits the Paying Agent to remit payment to the Holders on
such Interest Payment Date,  Maturity Date,  Redemption Date,  Change of Control
Purchase Date and Asset Sale Offer Purchase Date, as the case may be.

SECTION 2.15.              Restrictive Legends.

          (a) Each Global Note and Physical  Note that  constitutes a Restricted
Security shall bear the following legend (the "Private Placement Legend") on the
face  thereof  until  after the second  anniversary  of the Issue  Date,  unless
otherwise agreed by the Company and the Holder thereof:

         THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S.  SECURITIES ACT OF
         1933, AS AMENDED (THE "ACT"), AND,  ACCORDINGLY,  MAY NOT BE OFFERED OR
         SOLD WITHIN THE UNITED  STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF,
         U.S. PERSONS EXCEPT AS SET FORTH BELOW. BY ITS ACQUISITION  HEREOF, THE
         HOLDER (1) REPRESENTS THAT (A) IT IS A "QUALIFIED  INSTITUTIONAL BUYER"
         (AS DEFINED IN RULE 144A UNDER THE  SECURITIES  ACT) OR (B) IT IS NOT A
         U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE  TRANSACTION,

<PAGE>

         (2)  AGREES  THAT IT WILL NOT  WITHIN  TWO  YEARS  AFTER  THE  ORIGINAL
         ISSUANCE OF THIS SECURITY  RESELL OR OTHERWISE  TRANSFER THIS SECURITY,
         EXCEPT  (A) TO THE  ISSUER OR ANY  SUBSIDIARY  THEREOF,  (B) INSIDE THE
         UNITED STATES TO A QUALIFIED  INSTITUTIONAL  BUYER IN  COMPLIANCE  WITH
         RULE 144A UNDER THE ACT,  (C) OUTSIDE THE UNITED  STATES IN  COMPLIANCE
         WITH  REGULATION S UNDER THE ACT, (D)  PURSUANT TO THE  EXEMPTION  FROM
         REGISTRATION  PROVIDED BY RULE 144 UNDER THE ACT (IF  AVAILABLE) OR (E)
         PURSUANT TO AN EFFECTIVE  REGISTRATION  STATEMENT  UNDER THE SECURITIES
         ACT  AND (3)  AGREES  THAT IT WILL  GIVE TO EACH  PERSON  TO WHOM  THIS
         SECURITY IS  TRANSFERRED A NOTICE  SUBSTANTIALLY  TO THE EFFECT OF THIS
         LEGEND.  AS USED  HEREIN,  THE TERMS  "OFFSHORE  TRANSACTION,"  "UNITED
         STATES" AND "U.S. PERSON" HAVE THE MEANINGS GIVEN TO THEM BY REGULATION
         S UNDER THE SECURITIES ACT.

         EACH PURCHASER BY ITS PURCHASE OF THIS SECURITY SHALL BE DEEMED TO HAVE
         REPRESENTED  AND  COVENANTED  THAT EITHER (I) IT IS NOT  ACQUIRING  THE
         SECURITY FOR OR ON BEHALF OF ANY PENSION OR WELFARE PLAN (AS DEFINED IN
         SECTION  3 OF THE  EMPLOYEE  RETIREMENT  INCOME  SECURITY  ACT OF  1974
         ("ERISA"))  OR (II) IF IT IS ACQUIRING THE SECURITY FOR OR ON BEHALF OF
         A PENSION OR WELFARE  PLAN,  THE  APPLICABLE  CONDITIONS  OF PROHIBITED
         TRANSACTION  CLASS EXEMPTION 91-38,  90-1, 84-14 OR 95-60 ISSUED BY THE
         DEPARTMENT OF LABOR HAVE BEEN  SATISFIED OR THE PLAN IS A  GOVERNMENTAL
         PLAN THAT IS NOT  SUBJECT  TO TITLE I OF ERISA OR  SECTION  4975 OF THE
         INTERNAL REVENUE CODE OF 1986, AS AMENDED.

          (b) Each Global Note shall also bear the following  legend on the face
thereof:

         UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR  SECURITIES IN
         DEFINITIVE FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE
         BY THE  DEPOSITORY  TO A  NOMINEE  OF THE  DEPOSITORY,  OR BY ANY  SUCH
         NOMINEE  OF THE  DEPOSITORY,  OR BY THE  DEPOSITORY  OR NOMINEE OF SUCH
         SUCCESSOR DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A
         NOMINEE  OF SUCH  SUCCESSOR  DEPOSITORY.  UNLESS  THIS  CERTIFICATE  IS
         PRESENTED  BY AN  AUTHORIZED  REPRESENTATIVE  OF THE  DEPOSITORY  TRUST
         COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS AGENT FOR
         REGISTRATION  OF  TRANSFER,  EXCHANGE OR PAYMENT,  AND ANY  CERTIFICATE
         ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS
         REQUESTED  BY AN  AUTHORIZED  REPRESENTATIVE  OF DTC (AND  ANY  PAYMENT
         HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY
         AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE
         HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL  INASMUCH
         AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

         TRANSFERS  OF THIS GLOBAL  SECURITY  SHALL BE LIMITED TO  TRANSFERS  IN
         WHOLE,  BUT NOT IN PART,  TO  NOMINEES  OF CEDE & CO. OR TO A SUCCESSOR
         THEREOF OR SUCH  SUCCESSOR'S  NOMINEE AND TRANSFERS OF PORTIONS OF THIS
         GLOBAL  SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE  WITH
         THE RESTRICTIONS SET FORTH IN SECTION 2.17 OF THE INDENTURE.

SECTION 2.16.              Book-Entry Provisions for Global Security.

          (a) The Global Note  initially  shall (i) be registered in the name of
DTC or the nominee of such DTC,  (ii) be  delivered  to the Trustee as custodian
for such DTC and (iii) bear legends as set forth in Section 2.15.
<PAGE>

          Members of, or  participants  in, DTC ("Agent  Members") shall have no
rights under this Indenture with respect to any Global Note held on their behalf
by DTC, or the Trustee as its  custodian,  or under the Global Note, and DTC may
be treated by the Company,  the Trustee and any Agent as the  absolute  owner of
the Global Note for all  purposes  whatsoever.  Notwithstanding  the  foregoing,
nothing  herein shall prevent the Company,  the Trustee or any Agent from giving
effect to any written certification,  proxy or other authorization  furnished by
DTC or impair, as between DTC and its Agent Members,  the operation of customary
practices governing the exercise of the rights of a Holder of any Note.

          (b)  Transfers  of the Global  Note shall be limited to  transfers  in
whole,  but not in part, to DTC, its  successors or their  respective  nominees.
Interests  of  beneficial  owners  in the  Global  Note  may be  transferred  or
exchanged for Physical Notes in accordance  with the rules and procedures of DTC
and the  provisions  of Section  2.17.  In  addition,  Physical  Notes  shall be
transferred to all beneficial owners in exchange for their beneficial  interests
in the Global Note if (i) DTC  notifies  the  Company  that it is  unwilling  or
unable to continue as DTC for the Global Note and a successor  depository is not
appointed  by the  Company  within  90 days of such  notice  or (ii) an Event of
Default has occurred and is continuing  and the Registrar has received a written
request from DTC to issue Physical Notes.

          (c) In  connection  with any  transfer or exchange of a portion of the
beneficial  interest  in the  Global  Note  to  beneficial  owners  pursuant  to
paragraph  (b), the  Registrar  shall (if one or more  Physical  Notes are to be
issued)  reflect  on its  books  and  records  the  date and a  decrease  in the
principal  amount of the Global Note in an amount equal to the principal  amount
of the beneficial interest in the Global Note to be transferred, and the Company
shall  execute,  and the Trustee  shall  authenticate  and deliver,  one or more
Physical Notes of like tenor and amount.

          (d) In  connection  with the  transfer  of the entire  Global  Note to
beneficial  owners pursuant to paragraph (b), the Global Note shall be deemed to
be surrendered to the Trustee for  cancellation,  and the Company shall execute,
and the  Trustee  shall  authenticate  and  deliver,  to each  beneficial  owner
identified by DTC in exchange for its beneficial interest in the Global Note, an
equal aggregate principal amount of Physical Notes of authorized denominations.

          (e) Any Physical Note constituting a Restricted  Security delivered in
exchange  for an interest in the Global Note  pursuant to  paragraph  (b) or (c)
shall,  except as otherwise provided by paragraphs  (a)(i)(x) and (c) of Section
2.17, bear the legend regarding transfer restrictions applicable to the Physical
Notes set forth in Section 2.15.

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

SECTION 2.17.              Special Transfer Provisions.

          (a)  Transfers to Non-U.S.  Persons.  The following  provisions  shall
apply with  respect  to the  registration  of any  proposed  transfer  of a Note
constituting a Restricted Security to any Non-U.S. Person:
<PAGE>

                    (i) the  Registrar  shall  register the transfer of any Note
         constituting a Restricted Security,  whether or not such Note bears the
         Private Placement  Legend,  if (x) the requested  transfer is after the
         second anniversary of the Issue Date (provided,  however,  that neither
         the Company nor any  Affiliate  of the Company has held any  beneficial
         interest in such Note, or portion  thereof,  at any time on or prior to
         the  second  anniversary  of  the  Issue  Date)  or  (y)  the  proposed
         transferor  has delivered to the Registrar a certificate  substantially
         in the form of Exhibit C hereto; and

                   (ii) if the proposed  transferor is an Agent Member holding a
         beneficial  interest in the Global Note,  upon receipt by the Registrar
         of the certificate, if any, required by paragraph (i) above and written
         instructions  given in  accordance  with the  procedures of DTC and the
         Registrar,  then (x) the  Registrar  shall  reflect  on its  books  and
         records  the date and (if the  transfer  does not involve a transfer of
         outstanding  Physical Notes) a decrease in the principal  amount of the
         Global  Note  in an  amount  equal  to  the  principal  amount  of  the
         beneficial  interest in the Global Note to be transferred,  and (y) the
         Company shall execute and the Trustee  shall  authenticate  and deliver
         one or more Physical Notes of like tenor and amount.

          (b)  Transfers  to QIBs.  The  following  provisions  shall apply with
respect to the  registration of any proposed  transfer of a Note  constituting a
Restricted Security to a QIB (excluding transfers to Non-U.S. Persons):

                    (i)  the  Registrar  shall  register  the  transfer  if such
         transfer is being made by a proposed transferor who has checked the box
         provided for on the form of Note stating,  or has otherwise advised the
         Company and the  Registrar  in writing,  that the sale has been made in
         compliance  with the  provisions  of Rule 144A to a transferee  who has
         signed the certification  provided for on the form of Note stating,  or
         has otherwise advised the Company and the Registrar in writing, that it
         is  purchasing  the Note for its own account or an account with respect
         to which it exercises  sole  investment  discretion and that it and any
         such  account is a QIB within  the  meaning of Rule 144A,  and is aware
         that  the  sale to it is  being  made in  reliance  on  Rule  144A  and
         acknowledges  that  it has  received  such  information  regarding  the
         Company as it has requested pursuant to Rule 144A or has determined not
         to request such information and that it is aware that the transferor is
         relying  upon its  foregoing  representations  in  order  to claim  the
         exemption from registration provided by Rule 144A; and

                   (ii) if the proposed  transferee is an Agent Member,  and the
         Notes to be transferred  consist of Physical Notes which after transfer
         are to be evidenced by an interest in the Global Note,  upon receipt by
         the Registrar of written  instructions  given in accordance  with DTC's
         and the  Registrar's  procedures,  the  Registrar  shall reflect on its
         books and records the date and an increase in the  principal  amount of
         the  Global  Note in an  amount  equal to the  principal  amount of the
         Physical  Notes to be  transferred,  and the Trustee  shall  cancel the
         Physical Notes so transferred.
<PAGE>

          (c)  Private  Placement  Legend.   Upon  the  transfer,   exchange  or
replacement  of Notes not bearing the Private  Placement  Legend,  the Registrar
shall  deliver  Notes that do not bear the Private  Placement  Legend.  Upon the
transfer, exchange or replacement of Notes bearing the Private Placement Legend,
the Registrar  shall deliver only Notes that bear the Private  Placement  Legend
unless (i) the requested  transfer is after the second  anniversary of the Issue
Date  (provided,  however,  that  neither the Company nor any  Affiliate  of the
Company has held any beneficial  interest in such Note, or portion  thereof,  at
any time prior to or on the second anniversary of the Issue Date), or (ii) there
is delivered to the Registrar an Opinion of Counsel  reasonably  satisfactory to
the  Company  and the  Trustee to the effect  that  neither  such legend nor the
related  restrictions  on transfer are required in order to maintain  compliance
with the provisions of the Securities Act.

          (d)  General.  By its  acceptance  of any  Note  bearing  the  Private
Placement  Legend,  each Holder of such a Note  acknowledges the restrictions on
transfer of such Note set forth in this  Indenture and in the Private  Placement
Legend and  agrees  that it will  transfer  such Note only as  provided  in this
Indenture.

          The Registrar  shall retain  copies of all letters,  notices and other
written  communications  received pursuant to Section 2.16 or this Section 2.17.
The Company shall have the right to inspect and make copies of all such letters,
notices  or other  written  communications  at any  reasonable  time  during the
Registrar's  normal business hours upon the giving of reasonable  written notice
to the Registrar.

          (e)  Transfers  of  Notes  Held by  Affiliates.  Any  certificate  (i)
evidencing  a Note that has been  transferred  to an  Affiliate  of the  Company
within  two years  after the Issue  Date,  as  evidenced  by a  notation  on the
Assignment Form for such transfer or in the  representation  letter delivered in
respect  thereof,  for so long as such Note is held by such  Affiliate,  or (ii)
evidencing a Note that has been  acquired  from an  Affiliate  (other than by an
Affiliate) in a transaction or a chain of transactions  not involving any public
offering, shall, until two years after the last date on which the Company or any
Affiliate  of the  Company  was an owner of such Note,  in each  case,  bear the
legend in substantially the form set forth in Section 2.15(a),  unless otherwise
agreed by the Company (with written notice thereof to the Trustee).

SECTION 2.18.            Liquidated Damages Under Registration Rights Agreement.

          Under  certain  circumstances,  the Company  shall be obligated to pay
certain Liquidated Damages to the Holders,  all as set forth in Section 4 of the
Registration Rights Agreement.  The terms thereof are hereby incorporated herein
by reference.


                                  ARTICLE THREE

                                   REDEMPTION


SECTION 3.01.              Notices to Trustee.

          If the Company  elects to redeem Notes  pursuant to Paragraph 5 of the
Notes,  it shall  notify  the  Trustee  and the  Paying  Agent in writing of the
Redemption Date and the principal amount of the Notes to be redeemed.
<PAGE>

          The Company  shall give each notice  provided for in this Section 3.01
at least 60 days before the  Redemption  Date  (unless a shorter  notice  period
shall be satisfactory to the Trustee, as evidenced in a writing signed on behalf
of the  Trustee),  together  with an  Officers'  Certificate  stating  that such
redemption shall comply with the conditions contained herein and in the Notes.

SECTION 3.02.              Selection of Notes To Be Redeemed.

          If fewer  than all of the Notes are to be  redeemed  at any time,  the
Trustee  shall  select  the  Notes  to  be  redeemed  in  compliance   with  the
requirements of the principal national securities exchange, if any, on which the
Notes  are  listed  or, if the Notes  are not  listed on a  national  securities
exchange,  on a pro rata basis or by lot or by such method as the Trustee  shall
deem fair and  appropriate.  If the Notes are listed on any national  securities
exchange,  the  Company  shall  notify the Trustee of the  requirements  of such
exchange in respect of any redemption. The Trustee shall make the selection from
the  Notes  outstanding  and not  previously  called  for  redemption  and shall
promptly notify the Company in writing of the Notes selected for redemption and,
in the case of any Note selected for partial  redemption,  the principal  amount
thereof to be redeemed. Notes in denominations of $1,000 may be redeemed only in
whole.  The Trustee may select for redemption  portions  (equal to $1,000 or any
integral  multiple  thereof) of the  principal of Notes that have  denominations
larger than $1,000.  Provisions of this Indenture that apply to Notes called for
redemption also apply to portions of Notes called for redemption.

SECTION 3.03.              Notice of Redemption.

          At least 30 days but not more than 60 days before a  Redemption  Date,
the  Company  shall mail or cause to be mailed a notice of  redemption  by first
class mail to each  Holder  whose Notes are to be  redeemed,  with a copy to the
Trustee and any Paying Agent. At the Company's  request,  the Trustee shall give
the notice of redemption in the Company's name and at the Company's expense. The
Company  shall  provide such notices of  redemption to the Trustee at least five
Business Days before the intended mailing date.

          Each notice for redemption shall identify (including the CUSIP number)
the Notes to be redeemed and shall state:

               1. the Redemption Date;

               2. the Redemption  Price and the amount of accrued  interest,  if
          any, to be paid;

               3. the name and address of the Paying Agent;

               4.  the   subparagraph  of  the  Notes  pursuant  to  which  such
          redemption is being made;

               5. that Notes called for  redemption  must be  surrendered to the
          Paying Agent to collect the Redemption Price plus accrued interest, if
          any;
<PAGE>

               6. that,  unless the Company  defaults  in making the  redemption
          payment,  interest on Notes called for redemption  ceases to accrue on
          and after the Redemption  Date,  and the only  remaining  right of the
          Holders of such Notes is to receive  payment of the  Redemption  Price
          plus accrued  interest,  if any, upon surrender to the Paying Agent of
          the Notes redeemed;

               7. if any Note is being  redeemed  in part,  the  portion  of the
          principal  amount of such  Note to be  redeemed  and  that,  after the
          Redemption  Date, and upon surrender of such Note, a new Note or Notes
          in the  aggregate  principal  amount equal to the  unredeemed  portion
          thereof will be issued; and

               8.  if  fewer  than  all  the  Notes  are  to  be  redeemed,  the
          identification  of the  particular  Notes (or  portion  thereof) to be
          redeemed,  as well as the  aggregate  principal  amount of Notes to be
          redeemed and the aggregate principal amount of Notes to be outstanding
          after such partial redemption.

SECTION 3.04.              Effect of Notice of Redemption.

          Once notice of redemption  is mailed in accordance  with Section 3.03,
Notes called for redemption become due and payable on the Redemption Date and at
the  Redemption  Price plus  accrued  interest,  if any.  Upon  surrender to the
Trustee or Paying Agent,  such Notes called for redemption  shall be paid at the
Redemption  Price plus accrued  interest  thereon to the  Redemption  Date,  but
installments of interest, the maturity of which is on or prior to the Redemption
Date,  shall be payable to  Holders  of record at the close of  business  on the
relevant Record Dates referred to in the Notes.

SECTION 3.05.              Deposit of Redemption Price.

          On or before the Redemption  Date and in accordance  with Section 2.14
hereof,  the Company  shall  deposit  with the Paying  Agent U.S.  Legal  Tender
sufficient to pay the  Redemption  Price plus accrued  interest,  if any, of all
Notes to be redeemed on that date. The Paying Agent shall promptly return to the
Company  any U.S.  Legal  Tender so  deposited  which is not  required  for that
purpose,  except  with  respect to monies  owed as  obligations  to the  Trustee
pursuant to Article Seven.

          If the Company complies with the preceding paragraph, then, unless the
Company defaults in the payment of such Redemption Price plus accrued  interest,
if any,  interest on the Notes to be redeemed  will cease to accrue on and after
the  applicable  Redemption  Date,  whether or not such Notes are  presented for
payment.

SECTION 3.06.              Notes Redeemed in Part.

          Upon  surrender of a Note that is to be redeemed in part,  the Trustee
shall  authenticate for the Holder a new Note or Notes equal in principal amount
to the unredeemed portion of the Note surrendered.

<PAGE>

                                  ARTICLE FOUR

                                    COVENANTS


SECTION 4.01.              Payment of Notes.

          (a) The Company  shall pay the  principal  of,  premium,  if any,  and
interest  on the Notes on the dates and in the manner  provided in the Notes and
in this Indenture.

          (b) An  installment  of principal of or interest on the Notes shall be
considered paid on the date it is due if the Trustee or Paying Agent (other than
the Company or any of its Affiliates)  holds,  prior to 11:00 a.m. New York City
time on that date,  U.S.  Legal Tender  designated for and sufficient to pay the
installment in full and is not prohibited  from paying such money to the Holders
pursuant to the terms of this Indenture or the Notes.

          (c) The Company  shall pay, to the extent  such  payments  are lawful,
interest  (including   post-petition   interest  in  any  proceeding  under  any
Bankruptcy  Law) on overdue  principal and on overdue  installments  of interest
(without regard to any applicable  grace periods) from time to time on demand at
the rate borne by the Notes. Interest will be computed on the basis of a 360-day
year comprised of twelve 30-day months.

          (d)  Notwithstanding  anything  to  the  contrary  contained  in  this
Indenture, the Company may, to the extent it is required to do so by law, deduct
or  withhold  income or other  similar  taxes  imposed by the  United  States of
America from principal or interest payments hereunder.

SECTION 4.02.              Maintenance of Office or Agency.

          The Company shall maintain the office or agency required under Section
2.03.  The  Company  shall  give  prior  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  address of the
Trustee set forth in Section 10.02.

SECTION 4.03.              Corporate Existence.

          Except as otherwise  permitted by Article Five or by Section 4.16, the
Company  shall do or cause to be done,  at its own cost and expense,  all things
necessary to preserve and keep in full force and effect its corporate  existence
and the corporate  existence of each of the  Subsidiaries in accordance with the
respective  organizational  documents of each such  Subsidiary  and the material
rights  (charter  and  statutory)  and  franchises  of the Company and each such
Subsidiary;  provided,  however,  that the  Company  shall  not be  required  to
preserve,  with respect to itself,  any material  right or franchise  and,  with
respect to any Subsidiary,  any such existence,  material right or franchise, if
the Board of  Directors  of the Company  shall  determine in good faith that the
preservation  thereof is no longer  desirable  in the conduct of the business of
the Company and the Subsidiaries, taken as a whole.
<PAGE>

SECTION 4.04.              Payment of Taxes and Other Claims.

          The Company shall pay or discharge or cause to be paid or  discharged,
before the same shall become delinquent, (i) all material taxes, assessments and
governmental  charges (including  withholding taxes and any penalties,  interest
and  additions  to  taxes)  levied  or  imposed  upon  it or any  Subsidiary  or
properties  of it or any  Subsidiary  and (ii) all  material  lawful  claims for
labor,  materials and supplies that, if unpaid,  might by law become a Lien upon
the property of it or any Subsidiary;  provided, however, that the Company shall
not be required to pay or discharge or cause to be paid or  discharged  any such
tax,  assessment,  charge or claim whose  amount,  applicability  or validity is
being  contested  in good  faith  by  appropriate  negotiations  or  proceedings
properly instituted and diligently conducted for which adequate reserves, to the
extent required under GAAP, have been taken.

SECTION 4.05.              Maintenance of Properties and Insurance.

          (a) The Company shall, and shall cause each Restricted  Subsidiary to,
maintain  all  properties  used or useful in the conduct of its business in good
working  order and  condition  (subject to ordinary  wear and tear) and make all
necessary   repairs,   renewals,   replacements,   additions,   betterments  and
improvements thereto; provided, however, that nothing in this Section 4.05 shall
prevent  the  Company  or  any  Restricted  Subsidiary  from  discontinuing  the
operation and maintenance of any of its properties,  if such  discontinuance  is
(i) in the ordinary course of business  pursuant to customary  business terms or
(ii) in the good faith  judgment of the Board of  Directors  or other  governing
body of the Company or the Restricted Subsidiary,  as the case may be, desirable
in the conduct of their respective  businesses and is not disadvantageous in any
material respect to the Holders.

          (b) The Company shall provide or cause to be provided,  for itself and
each Restricted  Subsidiary,  insurance (including  appropriate  self-insurance)
against  loss or damage of the kinds  that,  in the good faith  judgment  of the
Company,  are  adequate and  appropriate  for the conduct of the business of the
Company and such  Restricted  Subsidiary  in a prudent  manner,  with  reputable
insurers or with the  government of the United States of America or an agency or
instrumentality  thereof,  in such amounts,  with such deductibles,  and by such
methods as shall be customary,  in the good faith  judgment of the Company,  for
companies similarly situated in the industry and owning like properties.

SECTION 4.06.              Compliance Certificate; Notice of Default.

          (a) The Company  shall  deliver to the Trustee,  within 105 days after
the end of the Company's  fiscal year, a  certificate  signed by the Chairman of
the Board of Directors,  the Chief Executive Officer,  the President or any Vice
President  and by the Chief  Financial  Officer,  the Treasurer or any Assistant
Treasurer or the Secretary or any Assistant  Secretary of the Company (provided,
however, that one of such signatories shall be the Company's principal executive
officer,  principal financial officer or principal  accounting  officer),  as to
such  Officers'  knowledge of the Company's  compliance  with all conditions and
covenants  under  this  Indenture  (without  regard  to any  period  of grace or
requirement of notice  provided  hereunder) and in the event any Default exists,
such Officers shall specify the nature of such Default.


<PAGE>

          (b) (i) If any  Default  or  Event  of  Default  has  occurred  and is
continuing  or (ii) if any Holder  seeks to exercise any remedy  hereunder  with
respect to a claimed  Default  under this  Indenture  or the Notes,  the Company
shall  deliver to the  Trustee,  at its address set forth in Section  10.02,  by
registered or certified mail or by facsimile  transmission followed by hard copy
by registered or certified mail an Officers' Certificate  specifying such event,
notice or other action within five  Business Days of its becoming  aware of such
occurrence.

SECTION 4.07.              Compliance with Laws.

          The Company shall comply,  and shall cause each  Subsidiary to comply,
with all applicable statutes, rules, regulations, orders and restrictions of the
United  States of America,  all states and  municipalities  thereof,  and of any
governmental department, commission, board, regulatory authority, bureau, agency
and  instrumentality  of the  foregoing,  in  respect  of the  conduct  of their
respective businesses and the ownership of their respective  properties,  except
for such  noncompliances as would not singly or in the aggregate have a material
adverse effect on the financial condition,  business or results of operations of
the Company and the Subsidiaries, taken as a whole.

SECTION 4.08.              Waiver of Stay, Extension
                           or Usury 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 any usury 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 Notes as  contemplated  herein,
wherever enacted, now or at any time hereafter in force, or which 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 4.09.              Provision of Financial Statements
                           and Information.

          (a) Whether or not the Company is subject to Section 13(a) or 15(d) of
the  Exchange  Act, the Company  will file with the  Commission,  so long as any
Notes are outstanding,  the annual reports, quarterly reports and other periodic
reports which the Company  would have been required to file with the  Commission
pursuant to such Section 13(a) or 15(d) if the Company were so subject, and such
documents shall be filed with the Commission on or prior to the respective dates
(the  "Required  Filing Dates") by which the Company would have been required so
to file such  documents if the Company were so subject.  Upon  qualification  of
this Indenture  under the TIA, the Company shall also comply with the provisions
of TIA ss. 314(a).

          (b) The  Company  will also in any  event  (i)  within 15 days of each
Required Filing Date, file with the Trustee,  and supply the Trustee with copies
for delivery to the Holders of the Notes, the annual reports,  quarterly reports
and other  periodic  reports  which the Company would have been required to file

<PAGE>

with the  Commission  pursuant to Section  13(a) or 15(d) of the Exchange Act if
the Company were subject to such  Sections and (ii) if the  Commission  will not
accept the filing of such documents promptly upon written request and payment of
the reasonable cost of duplication and delivery, supply copies of such documents
to any prospective Holder of the Notes.

          (c) If the  Company is not  subject  to Section  13(a) or 15(d) of the
Exchange Act, the Company shall provide to any Holder or any beneficial owner of
Notes any  information  reasonably  requested by such Holder or such  beneficial
owner  concerning  the  Company  and  its  Subsidiaries   (including   financial
statements) necessary in order to permit such Holder or such beneficial owner to
sell or transfer Notes in compliance with Rule 144A under the Securities Act.

SECTION 4.10.              Limitation on Incurrence of
                           Indebtedness.

          (a) The  Company  shall  not,  and shall  not  permit  any  Restricted
Subsidiary to, create,  incur, issue, assume or directly or indirectly guarantee
or in any other manner become  directly or  indirectly  liable for ("incur") any
Indebtedness  (including  Acquired  Debt),  except  that the  Company  may incur
Indebtedness (including Acquired Debt) if, at the time of, and immediately after
giving pro forma effect to, such incurrence of  Indebtedness,  the  Consolidated
Cash Flow Coverage  Ratio of the Company for the most recently ended four fiscal
quarters  would be at least (i) prior to August 15, 1999, 2.5 to 1.0 and (ii) on
and after August 15, 1999, 3.0 to 1.0.

          (b) The foregoing  limitations will not apply to the incurrence of any
of the following (collectively,  "Permitted Indebtedness"),  each of which shall
be given independent effect:

          (i)  Senior  Bank  Debt  of the  Company  or  any  of  its  Restricted
Subsidiaries,  in an  aggregate  principal  amount  not to  exceed  at any  time
outstanding the greater of (x) $50.0 million,  and (y) the sum, at such time, of
(I) 85% of the  consolidated  book value of net accounts  receivable and current
notes receivable of the Company and the Restricted  Subsidiaries and (II) 60% of
the  consolidated  book value of  inventory  of the Company  and the  Restricted
Subsidiaries;

                   (ii)    Indebtedness of the Company represented by the Notes
         and the Exchange Notes;

                  (iii) Indebtedness of the Company or any Restricted Subsidiary
         not covered by any other clause of this paragraph  which is outstanding
         on the Issue Date ("Existing Indebtedness");

                   (iv)  Indebtedness  owed by any Restricted  Subsidiary to the
         Company or to another Restricted Subsidiary,  or owed by the Company to
         any   Restricted   Subsidiary;   provided,   however,   that  any  such
         Indebtedness shall at all times be held by a Person which is either the
         Company or a Restricted Subsidiary;  provided,  further,  however, that
         upon  either  (a)  the  transfer  or  other  disposition  of  any  such
         Indebtedness  to a Person other than the Company or another  Restricted
         Subsidiary or (b) the sale,  lease,  transfer or other  disposition  of
         shares of Capital Stock  (including by  consolidation or merger) of any
         such  Restricted  Subsidiary  to a Person  other  than the  Company  or
         another Restricted  Subsidiary resulting in such Restricted  Subsidiary
         ceasing  to  be  a  Restricted  Subsidiary,   the  incurrence  of  such
         Indebtedness shall be deemed to be an incurrence that must be permitted
         by this covenant other than by virtue of this clause (iv);
<PAGE>

                    (v) Indebtedness of the Company or any Restricted Subsidiary
         arising  with  respect  to  Interest  Rate  Agreement  Obligations  and
         Currency  Agreement  Obligations  incurred for the purpose of fixing or
         hedging  interest  rate risk or currency risk with respect to any fixed
         or floating rate  Indebtedness that is permitted by the terms hereof to
         be  outstanding  or with respect to any  receivable  or  liability  the
         payment of which is determined by reference to a foreign currency;

                   (vi)  Indebtedness  represented by  performance,  completion,
         guarantee,  surety and  similar  bonds  provided  by the Company or any
         Restricted  Subsidiary  in the ordinary  course of business  consistent
         with past practice;

                  (vii) Any Indebtedness incurred in connection with or given in
         exchange  for  the   renewal,   extension,   substitution,   refunding,
         defeasance,  refinancing  or  replacement,  in  whole  or  in  part  (a
         "refinancing"),  of any  Indebtedness  incurred as permitted  under the
         first  paragraph  of this  covenant or any  Indebtedness  described  in
         clauses  (ii) or  (iii)  above  and  this  clause  (vii)  ("Refinancing
         Indebtedness");  provided,  however,  that (a) the principal  amount of
         such Refinancing Indebtedness shall not exceed the principal amount (or
         accreted  amount,  if less) of the Indebtedness so refinanced (plus the
         premiums and reasonable  expenses to be paid in connection  therewith);
         (b) if the Weighted Average Life to Maturity of the Indebtedness  being
         refinanced  is equal to or greater  than the  Weighted  Average Life to
         Maturity  of the  Notes,  the  Refinancing  Indebtedness  shall  have a
         Weighted Average Life to Maturity equal to or greater than the Weighted
         Average Life to Maturity of the Indebtedness being refinanced; (c) with
         respect to Refinancing  Indebtedness that is subordinated to the Notes,
         such  Refinancing  Indebtedness  shall be at least as  subordinated  in
         right of payment to the Notes as, the  Indebtedness  being  refinanced;
         and (d) the  Company or the  obligor on such  Refinancing  Indebtedness
         shall be the obligor on the Indebtedness being refinanced;

                 (viii)  Indebtedness  incurred by the Company or any Restricted
         Subsidiary  constituting  reimbursement  obligations  with  respect  to
         letters of credit issued in the ordinary course of business, including,
         without   limitation,   letters  of  credit  in  respect  of   workers'
         compensation  claims  or  self-insurance,  or other  Indebtedness  with
         respect  to   reimbursement   type   obligations   regarding   workers'
         compensation claims or self-insurance;

                   (ix) Indebtedness of the Company or any Restricted Subsidiary
         arising from agreements  providing for  indemnification,  adjustment of
         purchase price or similar obligations, in each case incurred or assumed
         in  connection  with  the  disposition  of any  business,  assets  or a
         Subsidiary,  other than  Guarantees  of  Indebtedness  incurred  by any
         Person  acquiring  all or any  portion  of such  business,  assets or a
         Subsidiary for the purpose of financing such acquisition; provided that
         the maximum liability in respect of such Indebtedness  shall not exceed
         the gross proceeds  actually received by the Company and its Restricted
         Subsidiaries in connection with such disposition; and
<PAGE>

                    (x) Indebtedness of the Company or any Restricted Subsidiary
         in addition to that  described in clauses (i) through  (ix) above,  and
         any renewals, extensions,  substitutions,  refinancings or replacements
         of such Indebtedness,  so long as the aggregate principal amount of all
         such Indebtedness  incurred pursuant to this clause (x) does not exceed
         $20.0 million at any one time outstanding.

          (c) For purposes of determining any particular  amount of Indebtedness
under this  Section  4.10,  Guarantees,  Liens or  obligations  with  respect to
letters  of  credit   supporting   Indebtedness   otherwise   included   in  the
determination of such particular amount shall not be included.

          (d)  Indebtedness  of any Person which is outstanding at the time such
Person becomes a Restricted Subsidiary or is merged with or into or consolidated
with the  Company  or a  Restricted  Subsidiary  shall be  deemed  to have  been
incurred at the time such Person  becomes a Restricted  Subsidiary  or is merged
with or into or consolidated  with the Company or a Restricted  Subsidiary,  and
Indebtedness  which is assumed at the time of the acquisition of any asset shall
be deemed to have been incurred at the time of such acquisition.

SECTION 4.11.              Limitation on Restricted Payments.

          (a) The  Company  shall  not,  and shall  not  permit  any  Restricted
Subsidiary to, directly or indirectly,  make any Restricted  Payment,  unless at
the time of and  immediately  after  giving  effect to the  proposed  Restricted
Payment (with the value of any such Restricted  Payment,  if other than cash, to
be  determined  reasonably  and in good faith by the Board of  Directors  of the
Company):

                  (i) no Default or Event of Default  shall have occurred and be
               continuing or would occur as a consequence thereof;

                    (ii) the Company  could  incur at least $1.00 of  additional
               Indebtedness  (other  than  Permitted  Indebtedness)  pursuant to
               Section 4.10(a); and

                    (iii) the aggregate  amount of all Restricted  Payments made
               after the Issue Date shall not exceed the sum of:

                           (a) an amount equal to 50% of the Company's aggregate
                  cumulative  Consolidated  Net Income  accrued on a  cumulative
                  basis  during the period  (treated as one  accounting  period)
                  beginning  on the  Issue  Date and  ending on the date of such
                  proposed Restricted Payment (or, if such aggregate  cumulative
                  Consolidated  Net Income for such  period  shall be a deficit,
                  minus 100% of such deficit); plus

                           (b) the  aggregate  amount  of all net cash  proceeds
                  received since the Issue Date by the Company from the issuance
                  and sale (other than to a Restricted Subsidiary) of, or equity
                  contribution  with  respect  to,  Capital  Stock  (other  than
                  Disqualified  Stock) and the principal  amount of Indebtedness
                  of the Company or any Restricted Subsidiary issued or incurred
                  on or after the Issue  Date  that has been  converted  into or

<PAGE>

                  exchanged for Capital Stock (other than  Disqualified  Stock),
                  in any such case to the extent that such proceeds are not used
                  to redeem,  repurchase,  retire or otherwise  acquire  Capital
                  Stock or any  Indebtedness  of the  Company or any  Restricted
                  Subsidiary pursuant to clause (ii) of the next paragraph; plus

                           (c) the  amount of the net  reduction  in  Restricted
                  Investments resulting from (x) the payment of dividends or the
                  repayment in cash of the principal of loans or the cash return
                  on any  Restricted  Investment,  in each  case  to the  extent
                  received by the Company or any Restricted Subsidiary,  (y) the
                  release or  extinguishment  of any  guarantee of  Indebtedness
                  which guarantee constituted a Restricted  Investment,  and (z)
                  in the case of Investments in Unrestricted  Subsidiaries,  the
                  redesignation  of  Unrestricted   Subsidiaries  as  Restricted
                  Subsidiaries   (valued  as  provided  in  the   definition  of
                  "Investment"),  such aggregate  amount of the net reduction in
                  Restricted  Investments not to exceed the amount of Restricted
                  Investments  previously  made by the Company or any Restricted
                  Subsidiary,  which amount was included in the  calculation  of
                  the amount of Restricted Payments.

          (b) Section  4.11(a) shall not prohibit so long as no Default or Event
of  Default is  continuing,  the  following  actions  (collectively,  "Permitted
Payments"):

                    (i) the  payment  of any  dividend  within 60 days after the
         date of declaration  thereof,  if at such declaration date such payment
         would have been permitted under this Indenture  (which payment shall be
         deemed to have been paid on such date of  declaration  for  purposes of
         Section 4.11(a)(iii));

                   (ii)  the   redemption,   repurchase,   retirement  or  other
         acquisition of any Capital Stock or any  Indebtedness of the Company or
         any  Restricted  Subsidiary in exchange for, or out of the proceeds of,
         the   substantially   concurrent  sale  (other  than  to  a  Restricted
         Subsidiary) of, or equity  contribution  with respect to, Capital Stock
         of the Company (other than any Disqualified Stock);

                  (iii) cash  dividends  on the Common Stock of the Company paid
         in the ordinary course consistent with past practice; provided that the
         Company  could incur at least $1.00 of additional  Indebtedness  (other
         than Permitted Indebtedness) pursuant to Section 4.10(a);

                   (iv)  the  redemption,  repurchase  or other  acquisition  of
         Capital Stock of the Company  issued to F.  Hoffmann-LaRoche  Ltd in an
         amount not to exceed $40.0 million out of net proceeds  received by the
         Company from the issuance and sale of the Notes; and

                    (v) other payments not otherwise  permitted by the foregoing
         clauses  (i)  through  (iv) in an  aggregate  amount  not to exceed $10
         million.

          (c) For  purposes  of Section  4.11(a)(iii),  the  Permitted  Payments
referred to in clauses (i), (iv) and (v) of Section 4.11(b) shall be included in
the aggregate amount of Restricted Payments made since the Issue Date.
<PAGE>

          (d) Not  later  than  thirty  (30) days  after  the end of any  fiscal
quarter  of the  Company  during  which any  Restricted  Payment  or  Restricted
Investment  has been made, the Company shall deliver to the Trustee an Officers'
Certificate  stating  that such  Restricted  Payment  or  Restricted  Investment
complies with this  Indenture  and setting forth in reasonable  detail the basis
upon which the required  calculations were computed,  which  calculations may be
based  upon  the  Company's  latest  available  internal   quarterly   financial
statements.

SECTION 4.12.              Limitation on Liens.

          The Company shall not, and shall not permit any Restricted  Subsidiary
to, directly or indirectly,  create,  incur,  assume or suffer to exist any Lien
securing  Indebtedness  (other than  Permitted  Liens) on any asset now owned or
hereafter acquired, or any income or profits therefrom,  or assign or convey any
right to receive income therefrom to secure any such Indebtedness, unless (i) if
such Lien  secures  Indebtedness  which is pari passu  with the Notes,  then the
Notes are secured on an equal and ratable basis with the  obligations so secured
until  such time as such  obligation  is no longer  secured by a Lien or (ii) if
such Lien secures Indebtedness which is subordinated to the Notes, any such Lien
shall be  subordinated to a Lien granted to the holders of the Notes in the same
collateral as that  securing  such Lien to the same extent as such  subordinated
Indebtedness is subordinated to the Notes.

SECTION 4.13.              Limitation on Dividends and Other
                           Payment Restrictions Affecting
                           Restricted Subsidiaries.

          The Company shall not, and shall not permit any Restricted  Subsidiary
to, directly or indirectly,  create or otherwise  cause to become  effective any
consensual   encumbrance  or  consensual  restriction  on  the  ability  of  any
Restricted  Subsidiary to (i) pay dividends or make any other  distributions  to
the Company or any other  Restricted  Subsidiary  on its  Capital  Stock or with
respect to any other interest or participation  in, or measured by, its profits,
or pay any Indebtedness owed to the Company or any other Restricted  Subsidiary,
(ii) make loans or  advances  to, or issue  Guarantees  for the  benefit of, the
Company  or  any  other  Restricted  Subsidiary  or  (iii)  transfer  any of its
properties or assets to the Company or any other Restricted  Subsidiary,  except
for such encumbrances or restrictions existing under or by reason of:

                  (a)  applicable law;

                  (b) any instrument governing  Indebtedness or Capital Stock of
         an Acquired  Person  acquired  by the Company or any of its  Restricted
         Subsidiaries  as in effect at the time of such  acquisition  (except to
         the extent such  Indebtedness  was  incurred in  connection  with or in
         contemplation of such  acquisition);  provided,  however,  that no such
         encumbrance  or  restriction  is  applicable  to  any  Person,  or  the
         properties or assets of any Person, other than the Acquired Person;

                  (c) by reason of customary  non-assignment,  subletting or net
         worth  provisions  in leases or other  agreements  entered  into in the
         ordinary course of business and consistent with past practices;
<PAGE>

                  (d) Purchase Money  Obligations  for property  acquired in the
         ordinary  course  of  business  that  impose  restrictions  only on the
         property so acquired;

                  (e) an agreement for the sale or  disposition of assets or the
         Capital Stock of a Restricted Subsidiary;  provided, however, that such
         restriction  or  encumbrance  is only  applicable  to  such  Restricted
         Subsidiary  or  assets,  as  applicable,  and such sale or  disposition
         otherwise is permitted by Section  4.16;  provided,  further,  however,
         that such  restriction  or  encumbrance  shall be effective  only for a
         period from the  execution  and  delivery of such  agreement  through a
         termination  date not later  than 180 days  after  such  execution  and
         delivery;

                  (f)  this Indenture and the Notes; and

                  (g) Refinancing Indebtedness permitted to be incurred pursuant
         to Section 4.10;  provided,  however,  that any such  encumbrances  and
         restrictions  are, in the good faith judgment of the Company's Board of
         Directors,  no more restrictive,  in any material  respect,  than those
         contained in the Indebtedness being so refinanced.

SECTION 4.14.              Limitation on Transactions with
                           Affiliates.

          (a) The  Company  shall  not,  and shall  not  permit  any  Restricted
Subsidiary  to,  directly  or  indirectly,  enter  into or  suffer  to exist any
transaction or series of related  transactions  (including,  without limitation,
the sale, purchase,  exchange or lease of assets, property or services) with any
Affiliate of the Company unless (1) such  transaction or series of  transactions
is on  terms  that  are no less  favorable  to the  Company  or such  Restricted
Subsidiary,  as the case may be, than those that could  reasonably be obtainable
at such  time in a  comparable  transaction  in  arm's-length  dealings  with an
unrelated  third  party,  and (2) the  Company  delivers to the Trustee (a) with
respect  to any  transaction  or  series  of  transactions  involving  aggregate
payments in excess of $1,000,000,  an Officers' Certificate certifying that such
transaction or series of related transactions complies with clause (1) above and
(b)  with  respect  to any  transaction  or  series  of  transactions  involving
aggregate  payments  in  excess  of  $2.0  million,  an  Officers'   Certificate
certifying  that such  transaction  or series of related  transactions  has been
approved by a majority of the members of the Board of  Directors  of the Company
(and approved by a majority of the Independent  Directors or, in the event there
is only one Independent  Director, by such Independent  Director),  and (c) with
respect  to any  transaction  or  series  of  transactions  involving  aggregate
payments  in excess of $10.0  million,  an  opinion  as to the  fairness  to the
Company from a financial  point of view issued by an investment  banking firm of
national standing.

                  (b)  Section   4.14(a)  will  not  apply  to  (i)   employment
agreements or compensation or employee  benefit  arrangements  with any officer,
director  or  employee  of the  Company  or any of its  Restricted  Subsidiaries
entered into in the ordinary course of business  (including  customary  benefits
thereunder and including reimbursement or advancement of out-of-pocket expenses,
and director's and officer's liability insurance);  (ii) any transaction entered

<PAGE>

into by or among the Company or one of its Restricted  Subsidiaries  with one or
more Restricted  Subsidiaries of the Company; (iii) any transaction permitted by
Section 4.11(b); and (iv) transactions permitted by, and complying with, Article
Five.

SECTION 4.15.              Change of Control.

          (a) In the event of a Change of Control,  each  Holder  shall have the
right, unless the Company has given a notice of redemption, subject to the terms
and  conditions of this  Indenture,  to require the Company to offer to purchase
all or any  portion  (equal to $1,000 or an integral  multiple  thereof) of such
Holder's  Notes  at a  purchase  price in cash  equal  to 101% of the  aggregate
principal amount thereof plus accrued and unpaid  interest,  if any, to the date
of purchase,  in accordance with the terms set forth below (a "Change of Control
Offer").

          (b) On or before the 30th day following  the  occurrence of any Change
of Control,  the Company  shall mail,  by  first-class  mail (with a copy to the
Trustee),  to each Holder at such Holder's  registered address a notice stating:
(i) that a Change of Control has  occurred and that such Holder has the right to
require the Company to purchase all or a portion (equal to $1,000 or an integral
multiple  thereof) of such Holder's  Notes at a purchase  price in cash equal to
101%  of the  aggregate  principal  amount  thereof,  plus  accrued  and  unpaid
interest,  if any,  to the date of  purchase  (the  "Change of Control  Purchase
Date"),  which shall be a business  day,  specified in such notice,  that is not
earlier  than 30 days or later than 60 days from the date such notice is mailed;
(ii) the amount of  accrued  and unpaid  interest,  if any,  as of the Change of
Control  Purchase Date; (iii) that any Note not tendered will continue to accrue
interest;  (iv) that, unless the Company defaults in the payment of the purchase
price for the Notes payable  pursuant to the Change of Control Offer,  any Notes
accepted  for  payment  pursuant  to the Change of Control  Offer shall cease to
accrue  interest  on the  Change of  Control  Purchase  Date;  (v) that  Holders
electing to have a Note purchased  pursuant to a Change of Control Offer will be
required to  surrender  the Note,  with the form  entitled  "Option of Holder to
Elect Purchase" on the reverse of the Note completed, to the Paying Agent at the
address  specified  in the notice  prior to the close of  business on the second
Business  Day prior to the Change of Control  Purchase  Date;  (vi) that Holders
will be entitled to withdraw  their election if the Paying Agent  receives,  not
later than the second Business Day prior to the Change of Control Purchase Date,
a facsimile  transmission  or letter  setting forth the name of the Holder,  the
principal  amount of the Notes the Holder delivered for purchase and a statement
that such Holder is withdrawing his election to have such Notes purchased; (vii)
that Holders whose Notes are purchased  only in part will be issued new Notes in
a principal  amount equal to the unpurchased  portion of the Notes  surrendered;
provided, however, that each Note purchased and each new Note issued shall be in
an original principal amount of $1,000 or integral multiples thereof; (viii) the
circumstances and relevant facts regarding such Change of Control; and (ix) such
other information as may be required by applicable laws and regulations.
<PAGE>

          (c) On the Change of  Control  Purchase  Date,  the  Company  will (x)
accept for payment all Notes or portions thereof tendered pursuant to the Change
of Control Offer, (y) deposit with the Paying Agent U.S. Legal Tender sufficient
to pay the aggregate  purchase price of all Notes or portions  thereof  accepted
for  payment,  and (z) deliver or cause to be delivered to the Trustee all Notes
tendered  pursuant  to the  Change of Control  Offer.  The  Paying  Agent  shall
promptly mail to each Holder of Notes or portions  thereof  accepted for payment
an amount  equal to the  purchase  price for such Notes plus  accrued and unpaid
interest,  if any, thereon, and the Trustee shall promptly authenticate and mail
to each  Holder  of Notes  accepted  for  payment  in part a new  Note  equal in
principal  amount to any  unpurchased  portion  of the  Notes,  and any Note not
accepted  for  payment in whole or in part  shall be  promptly  returned  to the
Holder of such Note. On and after a Change of Control  Purchase  Date,  interest
will cease to accrue on the Notes or  portions  thereof  accepted  for  payment,
unless the Company  defaults in the payment of the purchase price therefor.  The
Company will publicly  announce the results of the Change of Control Offer on or
as soon as practicable after the Change of Control Purchase Date.

          (d) The Company  will comply with the  applicable  tender offer rules,
including  the  requirements  of Section 14(e) and Rule 14e-1 under the Exchange
Act, and all other applicable securities laws and regulations in connection with
any Change of Control  Offer and will be deemed not to be in violation of any of
the covenants  under this Indenture to the extent such compliance is in conflict
with such covenants.

SECTION 4.16.              Limitation on Asset Sales.

          (a) The  Company  shall  not,  and shall  not  permit  any  Restricted
Subsidiary  to, make any Asset Sale  unless (i) the  Company or such  Restricted
Subsidiary, as the case may be, receives consideration at the time of such Asset
Sale at least equal to the fair market value (as  evidenced  by a resolution  of
the Board of Directors  set forth in an Officers'  Certificate  delivered to the
Trustee) of the assets or other  property  sold or disposed of in the Asset Sale
and (ii) at least 75% of such  consideration  consists  of  either  cash or Cash
Equivalents;  provided,  however, that for purposes of this Section 4.16, "cash"
shall include (x) the amount of any  Indebtedness  (other than any  Indebtedness
that  is by  its  terms  subordinated  to the  Notes)  of the  Company  or  such
Restricted Subsidiary as shown on the Company's or such Restricted  Subsidiary's
most  recent  balance  sheet or in the  notes  thereto  that is  assumed  by the
transferee  of any such  assets  or  other  property  in such  Asset  Sale  (and
excluding  any   liabilities   that  are  incurred  in  connection  with  or  in
anticipation of such Asset Sale), but only to the extent that such assumption is
effected on a basis such that there is no further recourse to the Company or any
of the  Restricted  Subsidiaries  with respect to such  liabilities  and (y) any
notes,  obligations  or  securities  received by the Company or such  Restricted
Subsidiary from such transferee that are converted within 60 days by the Company
or such Restricted Subsidiary into cash (to the extent of the cash received).

          (b)  Within  one  year  after  any  Asset  Sale,  the  Company  or the
applicable  Restricted  Subsidiary may elect to apply the Net Proceeds from such
Asset Sale to (a) permanently  reduce any Senior Bank Debt of the Company and/or
(b) make an investment in, or acquire  assets and  properties  that will be used
in, a Related Business.  Pending the final application of any such Net Proceeds,
the  Company  or any  Restricted  Subsidiary  may  temporarily  invest  such Net
Proceeds in any  Investments  described  under  clauses (i) through (iii) of the
definition  of Permitted  Investments.  Any Net Proceeds  from an Asset Sale not
applied or invested as provided in the first  sentence of this  Section  4.16(b)
within  one  year of such  Asset  Sale  will be  deemed  to  constitute  "Excess
Proceeds."
<PAGE>

          (c) Each date that the aggregate  amount of Excess Proceeds in respect
of which an Asset Sale Offer (as defined  below) has not been made exceeds $10.0
million  shall  be  deemed  an  "Asset  Sale  Offer  Trigger  Date."  As soon as
practicable,  but in no event later than 20 business  days after each Asset Sale
Offer Trigger Date,  the Company shall commence an offer (an "Asset Sale Offer")
to purchase the maximum  principal  amount of Notes that may be purchased out of
the Excess Proceeds.  Any Notes to be purchased  pursuant to an Asset Sale Offer
shall be purchased  pro rata based on the  aggregate  principal  amount of Notes
outstanding,  and all Notes shall be  purchased  at an offer price in cash in an
amount equal to 100% of the principal  amount  thereof,  plus accrued and unpaid
interest,  if any,  to the date of  purchase.  To the  extent  that  any  Excess
Proceeds remain after completion of an Asset Sale Offer, the Company may use the
remaining  amount for general  corporate  purposes  otherwise  permitted by this
Indenture.  Upon the  consummation of any Asset Sale Offer, the amount of Excess
Proceeds shall be deemed to be reset to zero.

          (d) Notice of an Asset Sale Offer shall be mailed, by first-class mail
(with a copy to the  Trustee),  by the Company not later than the 20th  business
day after the related  Asset Sale Offer  Trigger Date to each Holder of Notes at
such Holder's registered address,  stating: (i) that an Asset Sale Offer Trigger
Date has  occurred  and that the Company is  offering  to  purchase  the maximum
principal  amount of Notes that may be purchased out of the Excess  Proceeds (to
the extent provided in the immediately preceding  paragraph),  at an offer price
in cash in an amount equal to 100% of the principal amount thereof, plus accrued
and unpaid interest,  if any, to the date of the purchase (the "Asset Sale Offer
Purchase Date"),  which shall be a business day, specified in such notice,  that
is not  earlier  than 30 days or later than 60 days from the date such notice is
mailed, (ii) the amount of accrued and unpaid interest,  if any, as of the Asset
Sale Offer  Purchase  Date,  (iii) that any Note not tendered  will  continue to
accrue  interest,  (iv) that,  unless the Company defaults in the payment of the
purchase price for the Notes payable pursuant to the Asset Sale Offer, any Notes
accepted  for  payment  pursuant  to the Asset Sale Offer  shall cease to accrue
interest after the Asset Sale Offer Purchase Date, (v) that Holders  electing to
have a Note  purchased  pursuant  to a Asset  Sale  Offer  will be  required  to
surrender the Note, with the form entitled  "Option of Holder to Elect Purchase"
on the  reverse  of the Note  completed,  to the  Paying  Agent  at the  address
specified in the notice prior to the close of business on the third Business Day
prior to the Asset Sale Offer Purchase Date,  (vi) that Holders will be entitled
to withdraw  their  election if the Paying  Agent  receives,  not later than the
second  Business  Day prior to the Asset Sale Offer  Purchase  Date, a facsimile
transmission  or letter  setting  forth the name of the  Holder,  the  principal
amount of the Notes the Holder  delivered for purchase and a statement that such
Holder is  withdrawing  his  election  to have such Note  purchased,  (vii) that
Holders  whose  Notes are  purchased  only in part will be issued new Notes in a
principal  amount  equal to the  unpurchased  portion of the Notes  surrendered;
provided, however, that each Note purchased and each new Note issued shall be in
an original principal amount of $1,000 or integral multiples thereof, and (viii)
such other information as may be required by applicable laws and regulations.

          (e) On the Asset Sale Offer Purchase Date, the Company will (i) accept
for payment the maximum  principal  amount of Notes or portions thereof tendered
pursuant to the Asset Sale Offer that can be  purchased  out of Excess  Proceeds
from such Asset Sale that are to be applied to an Asset Sale Offer, (ii) deposit
with the Paying Agent U.S. Legal Tender sufficient to pay the aggregate purchase
price of all Notes or portions thereof  accepted for payment,  and (iii) deliver

<PAGE>

or cause to be delivered to the Trustee all Notes tendered pursuant to the Asset
Sale Offer. If less than all Notes tendered pursuant to the Asset Sale Offer are
accepted  for  payment  by the  Company  for any  reason  consistent  with  this
Indenture,  selection of the Notes to be  purchased  by the Company  shall be in
compliance with the requirements of the principal national securities  exchange,
if any,  on which the Notes are listed or, if the Notes are not so listed,  on a
pro rata basis or by lot; provided,  however, that Notes accepted for payment in
part shall only be purchased in integral  multiples of $1,000.  The Paying Agent
shall  promptly  mail to each Holder of Notes or portions  thereof  accepted for
payment an amount  equal to the  purchase  price for such Notes plus accrued and
unpaid interest,  if any, thereon,  and the Trustee shall promptly  authenticate
and mail to such Holder of Notes  accepted  for payment in part a new Note equal
in principal  amount to any unpurchased  portion of the Notes,  and any Note not
accepted  for  payment in whole or in part  shall be  promptly  returned  to the
Holder of such Note. On and after an Asset Sale Offer  Purchase  Date,  interest
will cease to accrue on the Notes or  portions  thereof  accepted  for  payment,
unless the Company  defaults in the payment of the purchase price therefor.  The
Company will publicly announce the results of the Asset Sale Offer on or as soon
as practicable after the Asset Sale Offer Purchase Date.

          (f) This Section 4.16 will not apply to a transaction  consummated  in
compliance with Article Five.

          (g) The Company  will comply with the  applicable  tender offer rules,
including  the  requirements  of Section 14(e) and Rule 14e-1 under the Exchange
Act, and all other applicable securities laws and regulations in connection with
any Asset  Sale Offer and will be deemed  not to be in  violation  of any of the
covenants under this Indenture to the extent such compliance is in conflict with
such covenants.

SECTION 4.17.              Limitation on Designation of
                           Unrestricted Subsidiaries.

          (a) The Company  shall not  designate  any  Subsidiary  of the Company
(other than a newly created  Subsidiary in which no  Investment  has  previously
been  made)  as  an   "Unrestricted   Subsidiary"   under  this   Indenture   (a
"Designation") unless:

                    (i)    no Default shall have occurred  and be continuing  at
         the time of or after giving effect to such Designation;

                   (ii) immediately after giving effect to such Designation, the
         Company would be able to incur $1.00 of additional  Indebtedness (other
         than Permitted Indebtedness) under Section 4.10(a); and

                  (iii) the Company would not be prohibited under this Indenture
         from making an Investment at the time of such  Designation in an amount
         (the  "Designation  Amount") equal to the greater of (x) the book value
         of such  Restricted  Subsidiary  on such  date and (y) the Fair  Market
         Value of such Restricted Subsidiary on such date.

In the event of any such  Designation,  the Company shall be deemed to have made
an Investment constituting a Restricted Payment pursuant to Section 4.11 for all
purposes of this Indenture in an amount equal to the Designation Amount.
<PAGE>

          (b) The Company  shall not designate an  Unrestricted  Subsidiary as a
Restricted Subsidiary (a "Redesignation"), unless:

                    (i)    no Default shall have occurred and be continuing at
         the time of and after giving effect to such Redesignation; and

                   (ii)  all  Liens  and   Indebtedness  of  such   Unrestricted
         Subsidiary  outstanding  immediately following such Redesignation shall
         be  deemed  to have been  incurred  at such  time and  shall  have been
         permitted to be incurred for all purposes of this Indenture.

          An  Unrestricted  Subsidiary  shall be deemed to be  redesignated as a
Restricted  Subsidiary  at any time if (a) the  Company or any other  Restricted
Subsidiary (i) provides credit support for, or a guarantee of, any  Indebtedness
of  such  Unrestricted  Subsidiary  (including  any  undertaking,  agreement  or
instrument  evidencing  such  Indebtedness)  or (ii) is directly  or  indirectly
liable for any  Indebtedness  of such  Unrestricted  Subsidiary or (b) a default
with respect to any Indebtedness of such Unrestricted  Subsidiary (including any
right which the holders thereof may have to take enforcement  action against it)
would  permit  (upon  notice,  lapse of time or both)  any  holder  of any other
Indebtedness of the Company or any Restricted Subsidiary to declare a default on
such  other  Indebtedness  or cause the  payment  thereof to be  accelerated  or
payable prior to its final scheduled maturity,  except in the case of clause (a)
to the extent permitted under Section 4.11.

          (c) All  Designations and  Redesignations  shall be evidenced by Board
Resolutions  delivered to the Trustee  certifying  compliance with the foregoing
provisions.  Subsidiaries  that are not  designated by the Board of Directors as
Restricted  or  Unrestricted  Subsidiaries  will  be  deemed  to  be  Restricted
Subsidiaries.  The  Designation  of a Restricted  Subsidiary as an  Unrestricted
Subsidiary  shall be deemed a  Designation  of all of the  Subsidiaries  of such
Unrestricted Subsidiary as Unrestricted Subsidiaries.


                                  ARTICLE FIVE

                              SUCCESSOR CORPORATION


SECTION 5.01.              Merger, Consolidation
                           and Sale of Assets.

          (a) The  Company  shall not,  in any single  transaction  or series of
related  transactions,  consolidate  or merge with or into  (whether  or not the
Company is the Surviving Person),  or sell, assign,  transfer,  lease, convey or
otherwise  dispose  of all or  substantially  all of its  properties  or  assets
(determined  on  a  consolidated  basis  for  the  Company  and  its  Restricted
Subsidiaries) in one or more related  transactions  to, another Person,  and the
Company  will not  permit  any  Restricted  Subsidiary  to  enter  into any such
transaction or series of related  transactions if such  transaction or series of
related  transactions,  in the  aggregate,  would result in a sale,  assignment,
transfer,  lease, conveyance or other disposition of all or substantially all of
the properties and assets of the Company and the Restricted Subsidiaries,  taken
as a whole, to another Person,  unless (i) the Surviving Person is a corporation
organized or existing under the laws of the United States,  any state thereof or

<PAGE>

the District of Columbia;  (ii) the Surviving Person (if other than the Company)
assumes all the obligations of the Company under the Notes,  this Indenture and,
if then in effect, the Registration  Rights Agreement pursuant to a supplemental
indenture or other written  agreement,  as the case may be, in a form reasonably
satisfactory  to the  Trustee;  (iii)  immediately  after such  transaction,  no
Default  or Event  of  Default  shall  have  occurred  and be  continuing;  (iv)
immediately  after  giving  pro forma  effect to such  transaction  or series of
related  transactions,  the Surviving  Person (x) would have a Consolidated  Net
Worth  equal  to or  greater  than the  Consolidated  Net  Worth of the  Company
immediately  preceding such  transaction  and (y) would be permitted to incur at
least  $1.00 of  additional  Indebtedness  (other than  Permitted  Indebtedness)
pursuant to Section 4.10(a).  Notwithstanding  clauses (iii) and (iv) above, any
Restricted  Subsidiary may consolidate  with, merge into or transfer all or part
of its properties and assets to the Company or another Restricted Subsidiary.

          In the event of any transaction  (other than a lease) described in and
complying with the conditions listed in the immediately  preceding  paragraph in
which the Company is not the  Surviving  Person,  such  Surviving  Person  shall
succeed to, and be  substituted  for, and may exercise every right and power of,
the Company,  and the Company shall be discharged  from its  obligations  under,
this Indenture, the Notes and the Registration Rights Agreement.

          (b) In connection with any such consolidation,  merger,  amalgamation,
transfer, lease or disposition,  the Company or such Person shall have delivered
to the Trustee (i) an Officers'  Certificate and an Opinion of Counsel,  each in
form and substance  reasonably  satisfactory  to the Trustee,  stating that such
consolidation,  amalgamation,  merger, sale, assignment,  conveyance,  transfer,
lease or disposition and, if a supplemental  indenture is required in connection
with such transaction,  such supplemental indenture,  comply with this Indenture
and  that  all  conditions  precedent  therein  provided  for  relating  to such
transaction  have been complied with,  and (ii) if a  supplemental  indenture is
required in connection with such transaction, an Opinion of Counsel, in form and
substance  reasonably  satisfactory  to  the  Trustee,  that  such  supplemental
indenture  constitutes the legal, valid,  binding and enforceable  obligation of
the Surviving Person.

          (c) For purposes of the foregoing, the transfer (by lease, assignment,
sale or otherwise,  in a single transaction or series of transactions) 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 5.02.              Successor Corporation Substituted.

          Upon  any   consolidation,   amalgamation  or  merger,  or  any  sale,
assignment,  conveyance,  transfer, lease or disposition of all or substantially
all of the properties and assets of the Company in accordance with Section 5.01,
the Surviving  Person 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  had been  named as the  Company  in this  Indenture;  and
thereafter,  the Company shall be discharged  from all obligations and covenants
under this Indenture and the Notes.

<PAGE>

                                   ARTICLE SIX

                              DEFAULT AND REMEDIES


SECTION 6.01.              Events of Default.

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

                    (i)    a  default for  30  days in  the payment when due of
         interest on, or Liquidated Damages (if any) with respect to any Note;

                   (ii) a default in the payment  when due of  principal  on any
         Note,  whether  upon  maturity,   acceleration,   optional  redemption,
         required repurchase or otherwise;

                  (iii)   failure  to  perform  or  comply  with  any  covenant,
         agreement  or  warranty  in this  Indenture  (other  than the  defaults
         specified in clauses (i) and (ii) above) which failure continues for 30
         days after written  notice thereof has been given to the Company by the
         Trustee or to the  Company  and the  Trustee by the Holders of at least
         25% in aggregate principal amount of the then outstanding Notes;

                   (iv)  the  occurrence  of  one or  more  defaults  under  any
         agreements,  indentures or  instruments  under which the Company or any
         Restricted  Subsidiary then has  outstanding  Indebtedness in excess of
         $10.0 million in the aggregate and, if not already matured at its final
         maturity in accordance  with its terms,  such  Indebtedness  shall have
         been accelerated;

                    (v) one or more judgments, orders or decrees for the payment
         of money in  excess of $10.0  million,  either  individually  or in the
         aggregate,  shall be entered  against  the  Company  or any  Restricted
         Subsidiary or any of their  respective  properties and which judgments,
         orders or decrees are not paid, discharged,  bonded or stayed or stayed
         pending appeal for a period of 60 days after their entry; or

                   (vi) the  Company  or any  Restricted  Subsidiary  shall  (A)
         commence a voluntary  case or proceeding  under any Bankruptcy Law with
         respect to itself,  (B) consent to the entry of a  judgment,  decree or
         order for relief against it in an involuntary  case or proceeding under
         any Bankruptcy Law, (C) consent to the appointment of a Custodian of it
         or for substantially  all of its property,  (D) consent to or acquiesce
         in the institution of a bankruptcy or an insolvency  proceeding against
         it, (E) make a general assignment for the benefit of its creditors, (F)
         admit in writing its  inability to pay its debts as they become due, or
         (G) take  any  corporate  action  to  authorize  or  effect  any of the
         foregoing; or
<PAGE>

                  (vii)  a  court  of  competent   jurisdiction  shall  enter  a
         judgment,  decree or order for relief in respect of the  Company or any
         Restricted  Subsidiary in an involuntary  case or proceeding  under any
         Bankruptcy  Law which shall (A)  approve as  properly  filed a petition
         seeking  reorganization,  arrangement,  adjustment  or  composition  in
         respect of the  Company or any  Restricted  Subsidiary,  (B)  appoint a
         Custodian  of  the  Company  or  any   Restricted   Subsidiary  or  for
         substantially  all of its  property  or (C)  order  the  winding-up  or
         liquidation of its affairs;  and such  judgment,  decree or order shall
         remain unstayed and in effect for a period of 60 consecutive days.

          The Company  shall  provide an  Officers'  Certificate  to the Trustee
within five days of the occurrence of any Default or Event of Default (provided,
however,  that  pursuant to Section 4.06 hereof the Company  shall  provide such
certification at least annually whether or not they know of any Default or Event
of Default) that has occurred and, if applicable, describe such Default or Event
of Default and the status thereof.

SECTION 6.02.              Acceleration.

          (a) If any Event of Default (other than as specified in clause (vi) or
(vii) of Section 6.01 with respect to the Company) occurs and is continuing, the
Trustee or the Holders of at least 25% in aggregate principal amount of the then
outstanding  Notes may,  and the Trustee at the request of such  Holders  shall,
declare all the Notes to be due and payable  immediately by notice in writing to
the Company,  and to the Company and the Trustee if by the  Holders,  specifying
the  respective  Event  of  Default  and  that  such  notice  is  a  "notice  of
acceleration,"   and  the  Notes  shall  become  immediately  due  and  payable.
Notwithstanding  the foregoing,  in the case of an Event of Default arising from
the events specified in clause (vi) or (vii) of Section 6.01 with respect to the
Company,  the principal  of,  premium,  if any, and any accrued  interest on all
outstanding  Notes shall ipso facto become  immediately  due and payable without
further action or notice.

          (b) At any time  after a  declaration  of  acceleration,  but before a
judgment  or  decree  for  payment  of the money  due has been  obtained  by the
Trustee, the Holders of a majority in principal amount of the Notes outstanding,
by written  notice to the  Company and the  Trustee,  may rescind and annul such
declaration  and its  consequences if (i) the Company has paid or deposited with
the Trustee a sum sufficient to pay (A) all sums paid or advanced by the Trustee
and the reasonable  compensation,  expenses,  disbursements  and advances of the
Trustee,  its  agents and  counsel,  (B) all  overdue  interest  (including  any
interest accrued  subsequent to an Event of Default  specified in clause (vi) or
(vii) of Section 6.01 hereof) on all Notes, (C) the principal of and premium, if
any, on any Notes which have become due otherwise  than by such  declaration  or
occurrence of acceleration  and interest thereon at the rate borne by the Notes,
and (D) to the extent that  payment of such  interest is lawful,  interest  upon
overdue interest at the rate borne by the Notes; and (ii) all Events of Default,
other than the non-payment of principal of Notes which have become due solely by
such declaration or occurrence of acceleration,  have been cured or waived;  and
(iii) the  rescission  would not conflict with any judgment,  order or decree of
any court of competent jurisdiction.
<PAGE>

          (c) The Holders of a majority  in  aggregate  principal  amount of the
Notes then outstanding by notice to the Trustee may, on behalf of the Holders of
all of the  Notes,  waive  any  existing  Default  or Event of  Default  and its
consequences  under this Indenture  except (i) a continuing  Default or Event of
Default in the payment of the principal of, or premium,  if any, or interest on,
the Notes  (which may be waived  only with the  consent of each  Holder of Notes
affected),  or (ii) in respect  of a  covenant  or  provision  which  under this
Indenture  cannot be  modified  or amended  without the consent of the Holder of
each Note outstanding.

SECTION 6.03.              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 the  principal  of,  premium,  if any, or interest on the Notes or to
enforce the performance of any provision of the Notes or this Indenture.

          The Trustee may maintain a proceeding  even if it does not possess any
of the  Notes  or does not  produce  any of them in the  proceeding.  A delay or
omission by the Trustee or any Holder in exercising any right or remedy accruing
upon an Event of Default  shall not impair the right or remedy or  constitute  a
waiver of or acquiescence in the Event of Default. No remedy is exclusive of any
other remedy.  All available  remedies are cumulative to the extent permitted by
law.

SECTION 6.04.              Waiver of Past Defaults.

          Subject to Sections 2.09,  6.07 and 9.02,  prior to the declaration of
acceleration of the Notes,  the Holders of not less than a majority in principal
amount of the  outstanding  Notes by written notice to the Trustee may on behalf
of all of the  Holders  waive  any past  Default  or Event  of  Default  and its
consequences,  except a Default in the payment of principal of, premium, if any,
or interest on any Note as  specified in clauses (i) and (ii) of Section 6.01 or
a Default in respect of any term or provision of this  Indenture that may not be
modified or amended  without the consent of each Holder  affected as provided in
Section  9.02.  In case of any such  waiver,  the  Company,  the Trustee and the
Holders  shall be restored to their former  positions  and rights  hereunder and
under the Notes,  respectively.  This paragraph of this Section 6.04 shall be in
lieu of ss.  316(a)(1)(B)  of the TIA and  such ss.  316(a)(1)(B)  of the TIA is
hereby expressly excluded from this Indenture and the Notes, as permitted by the
TIA.

          Upon any such waiver,  such Default shall cease to exist and be deemed
to have been cured and not to have  occurred,  and any Event of Default  arising
therefrom  shall be deemed to have been cured and not to have occurred for every
purpose of this Indenture and the Notes,  but no such waiver shall extend to any
subsequent or other  Default or Event of Default or impair any right  consequent
thereon.

SECTION 6.05.              Control by Majority.

                  Subject  to  Section  2.09,  the  Holders  of  a  majority  in
principal amount of the outstanding  Notes 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 6.03; provided,  however,  that the Trustee

<PAGE>

may take any other action deemed proper by the Trustee which is not inconsistent
with such direction. Subject to Section 7.01, however, the Trustee may refuse to
follow any direction that the Trustee reasonably believes conflicts with any law
or this Indenture,  that the Trustee determines may be unduly prejudicial to the
rights of another Holder or that exposes the Trustee to personal liability. This
Section  6.05  shall be in lieu of ss.  316(a)(1)(A)  of the  TIA,  and such ss.
316(a)(1)(A) of the TIA is hereby expressly excluded from this Indenture and the
Notes, as permitted by the TIA.

SECTION 6.06.              Limitation on Suits.

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

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

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

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

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

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

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

SECTION 6.07.              Rights of Holders To Receive Payment.

          Notwithstanding any other provision of this Indenture or of the Notes,
the right of any Holder to receive payment of the principal of, premium, if any,
and interest on a Note, on or after the respective  due dates  expressed in such
Note, or to bring suit for the  enforcement of any such payment on or after such
respective  dates,  shall not be impaired or affected  without the express prior
written consent of such Holder.

SECTION 6.08.              Collection Suit by Trustee.

          If an Event of Default in payment of principal  or interest  specified
in  clause  (i) or  (ii)  of  Section  6.01  of  this  Indenture  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 Notes for the
whole amount of the principal,  premium,  if any, 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
as set forth in Section 4.01 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.
<PAGE>

SECTION 6.09.              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,  taxes,
disbursements  and  advances of the  Trustee,  its agents and  counsel)  and the
Holders allowed in any judicial proceedings relating to the Company or any other
obligor  upon the  Notes,  any of  their  respective  creditors  or any of their
respective  property and 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,  and any  Custodian in any such  judicial  proceedings  is
hereby  authorized  by each Holder 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  Holders,  to pay to the Trustee any amount due to it for the  reasonable
compensation,  expenses,  taxes,  disbursements and advances of the Trustee, its
agent and counsel, and any other amounts due the Trustee under Section 7.07. The
Company's  payment  obligations  under  this  Section  6.09  shall be secured in
accordance  with the  provisions  of  Section  7.07  hereunder.  Nothing  herein
contained shall be deemed to authorize the Trustee to authorize or consent to or
accept or adopt on behalf of any Holder any plan of reorganization, arrangement,
adjustment  or  composition  affecting  the Notes or the  rights  of any  Holder
thereof,  or to  authorize  the  Trustee  to vote in respect of the claim of any
Holder in any such proceeding.

SECTION 6.10.              Priorities.

          If the Trustee collects any money or property pursuant to this Article
Six, it shall pay out the money in the following order:

                  First:  to the Trustee for amounts due under Section 7.07;

                  Second:  if the  Holders  are  forced to proceed  against  the
         Company directly without the Trustee, to Holders  for their collection
         costs;

                  Third:  to Holders for amounts due and unpaid on the Notes for
         principal and interest, ratably, without preference or  priority of any
         kind,  according  to  the  amounts  due  and  payable on  the Notes for
         principal, premium, if any, and interest, respectively; and

                  Fourth:  to the Company or any other obligor on the Notes, as
         their interests may appear, or to such party as  a court of  competent
         jurisdiction may direct.

          The Trustee,  upon prior notice to the Company,  may fix a record date
and payment date for any payment to Holders pursuant to this Section 6.10.

SECTION 6.11.              Undertaking for Costs.

          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,  a court in its  discretion  may require the filing by any party
litigant  in the suit of an  undertaking  to pay the costs of the suit,  and the
court in its  discretion  may  assess  reasonable  costs,  including  reasonable
attorneys' fees and expenses, against any party litigant in the suit, having due
regard to the merits and good faith of the claims or defenses  made by the party
litigant. This Section 6.11 does not apply to a suit by the Trustee, a suit by a
Holder  pursuant to Section  6.06,  or a suit by a Holder or group of Holders of
more than 10% in principal amount of the outstanding Notes.
<PAGE>


                                  ARTICLE SEVEN

                                     TRUSTEE


SECTION 7.01.              Duties of Trustee.

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

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

                    (1) The  Trustee  need  perform  only  those  duties  as are
         specifically   set  forth  in  this   Indenture  and  no  covenants  or
         obligations  shall be implied in this Indenture that are adverse to the
         Trustee; and

                    (2) In the absence of bad faith on its part, the Trustee may
         conclusively   rely,  as  to  the  truth  of  the  statements  and  the
         correctness of the opinions  expressed  therein,  upon  certificates or
         opinions furnished to the Trustee and conforming to the requirements of
         this  Indenture.  However,  in the  case of any  such  certificates  or
         opinions that by any provision hereof are  specifically  required to be
         furnished to the Trustee,  the Trustee shall  examine the  certificates
         and  opinions  to  determine   whether  or  not  they  conform  to  the
         requirements of this Indenture.

          (c)  Notwithstanding  anything to the contrary herein  contained,  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 7.01;

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

                    (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 6.02, 6.04 or 6.05.

          (d) No provision of this Indenture shall require the Trustee to expend
or risk  its own  funds  or  otherwise  incur  any  financial  liability  in the
performance  of any of its duties  hereunder  or in the  exercise  of any of its
rights  or  powers  if it shall  have  reasonable  grounds  for  believing  that
repayment of such funds or adequate  indemnity against such risk or liability is
not reasonably assured to it.

          (e) Every  provision of this  Indenture that in any way relates to the
Trustee is subject to paragraphs  (a), (b), (c) and (d) of this Section 7.01 and
Section 7.02.
<PAGE>

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

SECTION 7.02.              Rights of Trustee.

          Subject to Section 7.01:

                  (a) The  Trustee  may rely and  shall  be fully  protected  in
         acting or refraining from acting upon 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.

                  (b) Before the Trustee acts or refrains  from  acting,  it may
         consult  with  counsel of its  selection  and may require an  Officers'
         Certificate or an Opinion of Counsel,  or both,  which shall conform to
         Sections  10.04 and  10.05.  The  Trustee  shall not be liable  for any
         action  it takes or omits  to take in good  faith in  reliance  on such
         Officers'  Certificate  or  Opinion  of  Counsel  or upon the advice of
         counsel.

                  (c) The Trustee may act through its  attorneys  and agents and
         shall not be responsible  for the misconduct or negligence of any agent
         appointed with due care.

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

                  (e) The Trustee  shall not be bound to make any  investigation
         into the  facts  or  matters  stated  in any  resolution,  certificate,
         statement,  instrument,  opinion, notice, request, direction,  consent,
         order, bond, debenture, or other paper or document, but the Trustee, in
         its  discretion,  may make such further inquiry or  investigation  into
         such facts or  matters as it may see fit,  and,  if the  Trustee  shall
         determine to make such further  inquiry or  investigation,  it shall be
         entitled,  upon reasonable notice to the Company, to examine the books,
         records,  and  premises  of the  Company,  personally  or by  agent  or
         attorney and to consult with the  officers and  representatives  of the
         Company, including the Company's accountants and attorneys.

                  (f) The Trustee  shall not be deemed to have  knowledge of any
         Default or Event of Default  (except  default in the  payment of moneys
         which are  required by a provision  hereof to be paid to the Trustee or
         in the delivery of any certificate,  opinion or other document required
         to be  delivered  to the Trustee by any  provision  hereof)  unless the
         Trustee  shall  receive from the Company or any Holder  notice  stating
         that a Default or Event of Default  has  occurred  and  specifying  the
         same.

                  (g) The Trustee  shall be under no  obligation to exercise any
         of the rights or powers vested in it by this  Indenture at the request,
         order or direction of any of the Holders  pursuant to the provisions of
         this  Indenture,  unless such Holders shall have offered to the Trustee
         security or indemnity  reasonably  satisfactory  to the Trustee against
         the costs,  expenses  and  liabilities  which may be  incurred by it in
         compliance with such request, order or direction.
<PAGE>

                  (h) The  Trustee  shall  not be  required  to give any bond or
         surety  in  respect  of  the  performance  of  its  powers  and  duties
         hereunder.

                  (i)  Delivery of reports,  information  and  documents  to the
         Trustee  under Section 4.09 hereof is for  informational  purposes only
         and  the  Trustee's  receipt  of the  foregoing  shall  not  constitute
         constructive   notice  of  any   information   contained   therein   or
         determinable  from  information   contained   therein,   including  the
         Company's  compliance with any of its covenants  hereunder (as to which
         the Trustee is entitled to rely exclusively on Officers' Certificates).

SECTION 7.03.              Individual Rights of Trustee.

          The Trustee in its  individual  or any other  capacity  may become the
owner  or  pledgee  of Notes  and may  otherwise  deal  with  the  Company,  any
Subsidiary, or their respective Affiliates with the same rights it would have if
it were not Trustee.  Any Agent may do the same with like rights.  However,  the
Trustee must comply with Sections 7.10 and 7.11 hereof.

SECTION 7.04.              Trustee's Disclaimer.

          The Trustee makes no  representation as to the validity or adequacy of
this Indenture or the Notes,  and it shall not be accountable  for the Company's
use of the  proceeds  from the Notes,  and it shall not be  responsible  for any
statement  in this  Indenture or the Notes or any other  document in  connection
therewith, other than the Trustee's certificate of authentication.

SECTION 7.05.              Notice of Default.

          If a Default or an Event of Default  occurs and is continuing and if a
Trust  Officer has  knowledge  thereof  (within the meaning of paragraph  (f) of
Section  7.02),  the  Trustee  shall mail to each  Holder  notice of the uncured
Default  or Event of  Default  within 90 days  after  such  Default  or Event of
Default  occurs.  Except  in the case of a  Default  or an Event of  Default  in
payment of  principal  of, or interest on, any Note,  including  an  accelerated
payment, a Default in payment on the Change of Control Purchase Date pursuant to
a Change of Control  Offer or on the Asset Sale Offer  Purchase Date pursuant to
an Asset Sale Offer or a Default in  compliance  with Article  Five hereof,  the
Trustee may  withhold the notice if and so long as its Board of  Directors,  the
executive  committee of its Board of  Directors or a committee of its  directors
and/or Trust Officers in good faith determines that withholding the notice is in
the interest of the Holders.  The foregoing  sentence of this Section 7.05 shall
be in lieu of the  proviso  to ss.  315(b)  of the TIA and such  proviso  to ss.
315(b) of the TIA is hereby  expressly  excluded  from  this  Indenture  and the
Notes, as permitted by the TIA.

SECTION 7.06.              Reports by Trustee to Holders.

          Within 60 days after each [August 1] of each year beginning with 1998,
the Trustee  shall,  to the extent that any of the events  described  in TIA ss.
313(a) occurred within the previous  twelve months,  but not otherwise,  mail to
each  Holder a brief  report  dated as of such date that  complies  with TIA ss.
313(a). The Trustee also shall comply with TIA ss.ss. 313(b), (c) and (d).
<PAGE>

          A copy of each report at the time of its  mailing to Holders  shall be
mailed to the Company and filed with the Commission and each stock exchange,  if
any, on which the Notes are listed.

          The Company  shall  promptly  notify the  Trustee if the Notes  become
listed on any stock exchange and the Trustee shall comply with TIA ss. 313(d).

SECTION 7.07.              Compensation and Indemnity.

          The  Company  shall pay to the  Trustee  from time to time  reasonable
compensation for its services hereunder. The Trustee's compensation shall not be
limited by any law on compensation of a trustee of an express trust. The Company
shall  reimburse  the  Trustee  upon  request for all  reasonable  out-of-pocket
expenses incurred or made by it in connection with the performance of its duties
under this  Indenture.  Such  expenses  shall  include the  reasonable  fees and
expenses of the Trustee's agents and counsel.

          The Company shall  indemnify  each of the Trustee (or any  predecessor
Trustee) and its agents, employees,  stockholders,  Affiliates and directors and
officers  for,  and hold them  harmless  against,  any and all loss,  liability,
damage,  claim or expense  (including  reasonable fees and expenses of counsel),
including  taxes (other than taxes based on the income of the Trustee)  incurred
by them  except for such  actions to the extent  caused by any  negligence,  bad
faith or willful  misconduct on their part, arising out of or in connection with
the acceptance or  administration  of this trust including the reasonable  costs
and  expenses of defending  themselves  against any claim  (whether  made by the
Company,  any Holder or any other  Person) or liability in  connection  with the
exercise or performance of any of their rights, powers or duties hereunder.  The
Trustee  shall  notify the Company  promptly of any claim  asserted  against the
Trustee for which it may seek indemnity.  At the Trustee's sole discretion,  the
Company  shall  defend  the  claim  and  the  Trustee  shall  cooperate  and may
participate in the defense;  provided,  however,  that any settlement of a claim
shall be approved in writing by the Trustee.  Alternatively,  the Trustee may at
its option have  separate  counsel of its own choosing and the Company shall pay
the reasonable fees and expenses of such counsel.

          To secure the Company's payment  obligations in this Section 7.07, the
Trustee  shall  have a lien  prior to the Notes on all  assets or money  held or
collected by the Trustee,  in its  capacity as Trustee,  except  assets or money
held in trust to pay principal of or interest on particular Notes.

          When the Trustee incurs expenses or renders services after an Event of
Default  specified in Section  6.01(vi) or (vii)  occurs,  such expenses and the
compensation   for  such  services  are  intended  to  constitute   expenses  of
administration under any Bankruptcy Law.

          The  provisions of this Section 7.07 shall survive the  resignation or
removal of the Trustee and the discharge or termination of this Indenture.

SECTION 7.08.              Replacement of Trustee.

          The Trustee may resign by so notifying  the Company.  The Holders of a
majority in principal amount of the outstanding  Notes may remove the Trustee by
so  notifying  the Company and the Trustee and may appoint a successor  Trustee.
The Company may remove the Trustee if:
<PAGE>

                  (a)  the Trustee fails to comply with Section 7.10;

                  (b)  the Trustee is adjudged bankrupt or insolvent;

                  (c)  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 notify each Holder of such
event and shall promptly appoint a successor Trustee.  Within one year after the
successor Trustee takes office, the Holders of a majority in principal amount of
the Notes may  appoint a  successor  Trustee to replace  the  successor  Trustee
appointed by the Company.

          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  transfer all property held by it as Trustee to the
successor Trustee, subject to the lien provided in Section 7.07, 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
Holder.

          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 aggregate  principal amount of the outstanding  Notes
may  petition  any court of  competent  jurisdiction  for the  appointment  of a
successor Trustee.

          If the  Trustee  fails to comply  with  Section  7.10,  any Holder may
petition any court of competent  jurisdiction for the removal of the Trustee and
the appointment of a successor Trustee.

          Notwithstanding any resignation or replacement of the Trustee pursuant
to this  Section  7.08,  the  Company's  obligations  under  Section  7.07 shall
continue for the benefit of the retiring  Trustee,  and the Company shall pay to
any such  replaced or removed  Trustee all amounts owed under  Section 7.07 upon
such replacement or removal.

SECTION 7.09.              Successor Trustee by Merger, Etc.

          If  the  Trustee  consolidates  with,  merges  or  converts  into,  or
transfers all or  substantially  all of its corporate trust business to, another
corporation,  the  resulting,  surviving or transferee  corporation  without any
further act shall,  if such  resulting,  surviving or transferee  corporation is
otherwise eligible hereunder, be the successor Trustee; provided,  however, that
such  corporation  shall be otherwise  qualified and eligible under this Article
Seven.


<PAGE>

SECTION 7.10.              Eligibility; Disqualification.

          This  Indenture   shall  always  have  a  Trustee  who  satisfies  the
requirement of TIA ss.ss.  310(a)(1),  (2) and (5). The Trustee (or, in the case
of a corporation  included in a bank holding  company  system,  the related bank
holding  company)  shall have a  combined  capital  and  surplus of at least $50
million as set forth in its most recent published annual report of condition. In
addition,  if the Trustee is a  corporation  included in a bank holding  company
system, the Trustee,  independently of such bank holding company, shall meet the
capital requirements of TIA ss. 310(a)(2). The Trustee shall comply with TIA ss.
310(b);  provided,  however,  that there shall be excluded from the operation of
TIA ss. 310(b)(1) any indenture or indentures under which other  securities,  or
certificates of interest or  participation in other  securities,  of the Company
are  outstanding,  if the  requirements  for such exclusion set forth in TIA ss.
310(b)(1) are met. The provisions of TIA ss. 310 shall apply to the Company,  as
obligor on the Notes.

SECTION 7.11.              Preferential Collection of
                           Claims Against Company.

          The Trustee shall comply with TIA ss.  311(a),  excluding any creditor
relationship  listed in TIA ss.  311(b).  A  Trustee  who has  resigned  or been
removed shall be subject to TIA ss. 311(a) to the extent indicated therein.  The
provisions of TIA ss. 311 shall apply to the Company, as obligor on the Notes.


                                  ARTICLE EIGHT

                     SATISFACTION AND DISCHARGE; DEFEASANCE


SECTION 8.01.              Satisfaction and Discharge of
                           Indenture.

          (a)  This  Indenture  shall be  discharged  and  shall  cease to be of
further effect  (except as to surviving  rights of  registration  of transfer or
exchange of Notes herein expressly provided for) as to all outstanding Notes and
the  Trustee,  on demand of and at the  expense of the  Company,  shall  execute
proper instruments  acknowledging  satisfaction and discharge of this Indenture,
when:

                    (i)    either

                           (1) Notes  theretofore  authenticated  and  delivered
                  (other  than  (x)  Notes  which  have  been  lost,  stolen  or
                  destroyed  and which have been replaced or paid as provided in
                  Section 2.07 hereof and (y) Notes for whose  payment money has
                  theretofore  been  deposited  in  trust  by  the  Company  and
                  thereafter  repaid  to the  Company  or  discharged  from such
                  trust) have been delivered to the Trustee for cancellation; or
<PAGE>

                           (2)  all  Notes  not  theretofore  delivered  to  the
                  Trustee for cancellation (other than (x) Notes which have been
                  lost, stolen or destroyed and which have been replaced or paid
                  as  provided  in Section  2.07  hereof and (y) Notes for whose
                  payment  money  has  theretofore  been  deposited  in trust or
                  segregated  and held in trust by the  Company  and  thereafter
                  repaid to the Company or discharged from such trust) have been
                  called for redemption  pursuant to the terms of this Indenture
                  or have otherwise become due and payable,  and the Company, in
                  each case, has irrevocably deposited or caused to be deposited
                  with the Trustee in trust for the purpose  U.S.  Legal  Tender
                  sufficient  to pay and discharge  the entire  indebtedness  on
                  such  Notes  not  theretofore  delivered  to the  Trustee  for
                  cancellation,  for the  principal  of,  premium,  if any,  and
                  interest to the date of such deposit;

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

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

          (b)  Notwithstanding the satisfaction and discharge of this Indenture,
the  obligations  of the Company to the Trustee  under Section 7.07 hereof shall
survive  and, if money shall have been  deposited  with the Trustee  pursuant to
clause  (a)(i)(2) of this Section  8.01,  the  obligations  of the Trustee under
Sections 8.03 and 8.04 shall survive.

SECTION 8.02.              Defeasance or Covenant Defeasance.

          (a) Subject to the  satisfaction  of the conditions in Section 8.02(c)
hereof,  the Company may, at its option by Board  Resolution,  at any time, with
respect to the Notes,  elect to have the  obligations of the Company  discharged
with respect to the outstanding Notes ("defeasance").  Upon such defeasance, the
Company  shall be deemed to have paid and  discharged  the  entire  indebtedness
represented by the  outstanding  Notes,  which shall  thereafter be deemed to be
"outstanding"  only for the  purposes  of  Section  8.04  hereof  and the  other
Sections of and matters under this Indenture  referred to in (i) and (ii) below,
and to have  satisfied  all its  other  obligations  under  such  Notes and this
Indenture,  except  for the  following,  which  shall  survive  until  otherwise
terminated  or  discharged  hereunder:  (i) the  rights of  Holders  of Notes to
receive  solely  from the trust fund  described  in Section  8.02(c) and as more
fully set forth in such  Section,  payments  in  respect  of the  principal  of,
premium, if any, and interest on such Notes when such payments are due, (ii) the
Company's  obligations  under Sections 2.03,  2.05,  2.06,  2.07, 2.10 and 4.02,
(iii)  the  rights,  powers,  trusts,  duties  and  immunities  of  the  Trustee
hereunder,  including,  without  limitation,  the Trustee's rights under Section
7.07,  and (iv) this  Article  Eight.  Subject to  compliance  with this Article
Eight,   the  Company  may  exercise  its  option  under  this  Section  8.02(a)
notwithstanding  the prior  exercise of its option  under  Section  8.02(b) with
respect to the Notes.
<PAGE>

          (b) Subject to the  satisfaction  of the conditions in Section 8.02(c)
hereof,  the Company may, at its option by Board Resolution,  at any time, elect
to effect covenant  defeasance  ("covenant  defeasance").  On and after the date
such  conditions  are  satisfied,  (i) the Company  shall be  released  from its
obligations  under any covenant or provision  contained in Sections 4.04,  4.05,
4.06(a),  4.07 and 4.09 through 4.17, (ii) clauses (iii) through (vi) of Section
6.01 hereof shall not apply,  and (iii) the  provisions of Articles Five and Ten
shall  not  apply,   and  the  Notes  shall  thereafter  be  deemed  to  be  not
"outstanding" for the purposes of any direction,  waiver, consent or declaration
or act of Holders (and the  consequences of any thereof) in connection with such
covenants and the  provisions of Articles Five and Ten, but shall continue to be
deemed  "outstanding"  for all  other  purposes  hereunder  and  subject  to any
mandatory  requirements of the TIA. For this purpose,  such covenant  defeasance
means that,  with respect to the Notes,  the Company may omit to comply with and
shall have no liability  in respect of any term,  condition  or  limitation  set
forth in any such Section or Article, whether directly or indirectly,  by reason
of any reference elsewhere herein to any such Section or Article or by reason of
any reference in any such Section or Article to any other provision herein or in
any other document and such omission to comply shall not constitute a Default or
an Event of Default  under  clauses  (iii)  through (vi) of Section 6.01 hereof,
but,  except as  specified  above,  the  remainder  of this  Indenture  shall be
unaffected thereby.

          (c)  In  order  to  effect  defeasance  or  covenant  defeasance,  the
following conditions must be satisfied:

                    (i) the Company shall have  irrevocably  deposited  with the
         Trustee (or another trustee satisfying the requirements of Section 7.10
         hereof who agrees to comply with the  provisions  of this Article Eight
         applicable  to it),  as trust  funds in trust,  for the  benefit of the
         Holders of such Notes, U.S. Legal Tender, U.S.  Government  Obligations
         or a combination thereof, in such amounts as will be sufficient, in the
         opinion  of  a  nationally   recognized  firm  of  independent   public
         accountants  or a nationally  recognized  investment  banking  firm, as
         evidenced by a written report, without consideration of reinvestment of
         interest of such U.S. Government Obligations,  to pay the principal of,
         premium,  if any, and interest on the  outstanding  Notes (except lost,
         stolen or destroyed Notes which have been replaced or paid) to maturity
         or  redemption,  as the  case  may  be,  and  the  Company  shall  have
         irrevocably  instructed  the Trustee  (or such other  trustee) to apply
         such U.S. Legal Tender or U.S. Government  Obligations to said payments
         in respect of the Notes;

                   (ii) the Company  shall have  delivered to the Trustee one or
         more  Opinions  of  Counsel  in the  United  States  (which  counsel or
         counsels shall be independent of the Company) to the effect that:

                           (A) the  Holders  of the  outstanding  Notes will not
                  recognize income, gain or loss for Federal income tax purposes
                  as a result of such defeasance or covenant defeasance,  as the
                  case may be, and will be subject to Federal  income tax on the
                  same  amounts,  in the same  manner  and at the same  times as
                  would  have  been  the  case if such  defeasance  or  covenant
                  defeasance,  as the  case  may  be,  had not  occurred  (which

<PAGE>

                  opinion,  in the case of  defeasance,  shall  be based  upon a
                  ruling  of  the  Internal  Revenue  Service  or  a  change  in
                  applicable  Federal  income tax law occurring  after the Issue
                  Date);

                           (B)      the trust funds  will not be subject  to any
                  rights  of holders of Indebtedness of the Company (other  than
                  Holders of the Notes); and

                           (C)  after the 91st day  following  the  deposit  the
                  trust  funds  will  not  be  subject  to  the  effect  of  any
                  applicable bankruptcy,  insolvency,  reorganization or similar
                  laws affecting creditors' rights generally;

                  (iii) no Default or Event of Default  shall have  occurred and
         be  continuing  on the date of such  deposit or, in the case of Section
         6.01(vi) or (vii), at any time during the period ending on the 91st day
         after the date of such deposit;

                   (iv) such defeasance or covenant  defeasance shall not result
         in a breach  or  violation  of, or  constitute  a  default  under,  the
         Indenture or any other  material  agreement or  instrument to which the
         Company is a party or by which it is bound; and

                    (v) the  Company  shall  have  delivered  to the  Trustee an
         Officers'  Certificate and an Opinion of Counsel, each stating that all
         conditions  precedent  (other than conditions  requiring the passage of
         time) to either defeasance or covenant defeasance,  as the case may be,
         have  been  complied  with  and  that no  violations  under  agreements
         governing  any other  outstanding  Indebtedness  of the  Company  would
         result therefrom.

          Opinions  required  to  be  delivered  under  this  Section  may  have
qualifications customary for opinions of the type required.

SECTION 8.03.              Application of Trust Money.

          The Trustee or Paying  Agent shall hold in trust U.S.  Legal Tender or
U.S. Government  Obligations deposited with it pursuant to Section 8.01 or 8.02,
and  shall  apply the  deposited  U.S.  Legal  Tender  and the  money  from U.S.
Government  Obligations in accordance  with this Indenture to the payment of the
principal of and interest on the Notes. The Trustee shall be under no obligation
to invest said U.S. Legal Tender or U.S. Government Obligations except as it may
agree in writing with the Company.

          The Company shall pay, and indemnify the Trustee against, any tax, fee
or other  charge  imposed on or assessed  against the U.S.  Legal Tender or U.S.
Government  Obligations  deposited  pursuant  to  Section  8.01  or  8.02 or the
principal and interest  received in respect thereof other than any such tax, fee
or other  charge  which by law is for the account of the Holders of  outstanding
Notes.
<PAGE>

SECTION 8.04.              Repayment to the Company.

          Subject to Sections  8.01 and 8.02,  the Trustee and the Paying  Agent
shall  promptly pay to the Company upon request any excess U.S.  Legal Tender or
U.S.  Government  Obligations  held by them at any time and  thereupon  shall be
relieved  from all  liability  with  respect to such money.  The Trustee and the
Paying  Agent shall pay to the Company  upon  request any money held by them for
the  payment of  principal  or interest  that  remains  unclaimed  for one year;
provided,  however, that the Trustee or such Paying Agent, before being required
to make any  payment,  may at the expense of the Company  cause to be  published
once in a newspaper  of general  circulation  in the City of New York or mail to
each Holder entitled to such money notice that such money remains  unclaimed and
that after a date  specified  therein  which  shall be at least 30 days from the
date of such  publication  or mailing any  unclaimed  balance of such money then
remaining will be repaid to the Company.  After payment to the Company,  Holders
entitled to such money must look to the Company for payment as general creditors
unless an applicable law designates another Person.

SECTION 8.05.              Reinstatement.

          If the  Trustee  or Paying  Agent is  unable  to apply any U.S.  Legal
Tender or U.S. Government Obligations in accordance with Section 8.01 or 8.02 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 Notes
shall be revived and  reinstated  as though no deposit had occurred  pursuant to
Section  8.01 or 8.02,  as the case may be,  until  such time as the  Trustee or
Paying Agent is permitted to apply all such U.S. Legal Tender or U.S. Government
Obligations  in  accordance  with  Section  8.01 or  8.02,  as the  case may be;
provided,  however,  that if the  Company has made any payment of interest on or
principal of any Notes  because of the  reinstatement  of its  obligations,  the
Company  shall be  subrogated  to the  rights of the  Holders  of such  Notes to
receive such payment from the U.S. Legal Tender or U.S.  Government  Obligations
held by the Trustee or Paying Agent.

SECTION 8.06.              Acknowledgment of Discharge
                           by Trustee.

          After  (i) the  conditions  of  Section  8.01  or  8.02(a)  have  been
satisfied, (ii) the Company has paid or caused to be paid all other sums payable
hereunder  by the Company and (iii) the Company has  delivered to the Trustee an
Officers'  Certificate  and  an  Opinion  of  Counsel,  each  stating  that  all
conditions  precedent  referred  to  in  clause  (i),  above,  relating  to  the
satisfaction  and discharge or defeasance of this  Indenture  have been complied
with, the Trustee upon request shall acknowledge in writing the discharge of the
Company's   obligations   under  this  Indenture   except  for  those  surviving
obligations specified in Section 8.01 or 8.02, as the case may be.


                                  ARTICLE NINE

                       AMENDMENTS, SUPPLEMENTS AND WAIVERS


SECTION 9.01.              Without Consent of Holders.

          The Company,  when authorized by a Board Resolution,  and the Trustee,
together,  may amend or supplement this Indenture or the Notes without notice to
or consent of any Holder:
<PAGE>

                  (i) to cure any ambiguity, defect or inconsistency;  provided,
however, that such amendment or supplement does not adversely
         affect the rights of any Holder;

                  (ii) to effect the  assumption  by a  successor  Person of all
obligations  of the Company  under the Notes,  this  Indenture  and, if still in
effect,  the  Registration  Rights  Agreement  in the  event of any  Disposition
involving the Company in which the Company is not the Surviving Person;

                  (iii) to provide for uncertificated Notes in addition to or in
place of certificated Notes;

                  (iv) to comply  with any  requirements  of the  Commission  in
order to effect or maintain the qualification of this Indenture under the TIA;

                  (v) to make any  change  that  would  provide  any  additional
benefit or rights to the Holders;

                  (vi) to provide for issuance of the Exchange Notes (which will
have terms substantially identical in all material respects to the Initial Notes
except that the transfer  restrictions  contained  in the Initial  Notes will be
modified or eliminated, as appropriate), and which will be treated together with
any outstanding Initial Notes, as a single issue of securities; or

                  (vii) to make any other change that does not adversely  affect
the rights of any Holder under this Indenture;

provided,  however,  that the Company has delivered to the Trustee an Opinion of
Counsel  stating that such amendment or supplement  complies with the provisions
of this Section 9.01.

SECTION 9.02.              With Consent of Holders.

          (a) Subject to Section 6.07, the Company,  when  authorized by a Board
Resolution, and the Trustee, together, with the written consent of the Holder or
Holders of not less than a majority in  aggregate  principal  amount of the then
outstanding Notes (including consents obtained in connection with a tender offer
or exchange offer for the Notes),  may amend or supplement this Indenture or the
Notes without notice to any other Holder.  Subject to Section 6.02 and 6.07, the
Holder or Holders of not less than a majority in aggregate  principal  amount of
the  then  outstanding  Notes  may  waive  compliance  by the  Company  with any
provision of this Indenture or the Notes without notice to any other Holder.

          (b) Notwithstanding  Section 9.02(a) hereof, no amendment,  supplement
or waiver, including a waiver pursuant to Section 6.04, shall, without the prior
written consent of each Holder of each Note affected thereby:

                    (i)   reduce the principal amount of the Notes whose Holders
         must consent to an amendment, supplement or waiver;

                   (ii) reduce the principal of or change the fixed  maturity of
         any  Note,  or  alter or  waive  the  provisions  with  respect  to the
         redemption of the Notes in a manner adverse to the Holders of the Notes
         other than with  respect to a Change of Control  Offer or an Asset Sale
         Offer;

                  (iii)    reduce the rate of or change the time for payment of
         interest on any Notes;

                   (iv) waive a Default  or Event of  Default in the  payment of
         principal  of,  premium,  if any, or interest on the Notes (except that
         Holders of at least a majority  in  aggregate  principal  amount of the
         then  outstanding  Notes may (a) rescind an  acceleration  of the Notes
         that  resulted  from a  non-payment  default  and (b) waive the payment
         default that resulted from such acceleration);
<PAGE>

                    (v)    make any Note payable in money other than that stated
         in the Notes;

                   (vi) make any  change  in the  provisions  of this  Indenture
         relating to waivers of past Defaults or Events of Default or the rights
         of Holders to receive payments of principal of, or premium,  if any, or
         interest on, the Notes; or

                  (vii) following the occurrence of a Change of Control,  amend,
         change or modify the  Company's  obligation  to make and  consummate  a
         Change of  Control  Offer in the event of a Change of Control or modify
         any of the provisions or definitions  with respect  thereto in a manner
         adverse to the Holders,  or following the  occurrence of an Asset Sale,
         amend, change or modify the Company's obligation to make and consummate
         an Asset Sale Offer or modify any of the provisions or definitions with
         respect thereto in a manner adverse to the Holders.

          (c) It shall not be  necessary  for the consent of the  Holders  under
this  Section  to  approve  the  particular  form  of  any  proposed  amendment,
supplement or waiver,  but it shall be  sufficient if such consent  approves the
substance thereof.

          (d) After an  amendment,  supplement or waiver under this Section 9.02
becomes  effective,  the Company  shall mail to the Holders  affected  thereby a
notice briefly  describing the amendment,  supplement or waiver.  Any failure of
the Company to mail such notice, or any defect therein,  shall not, however,  in
any way impair or affect the validity of any such supplemental indenture.

SECTION 9.03.              Compliance with TIA.

          Every  amendment,  waiver or supplement of this Indenture or the Notes
shall  comply  with the TIA as then in  effect;  provided,  however,  that  this
Section 9.03 shall not of itself  require that this  Indenture or the Trustee be
qualified  under the TIA or constitute  any admission or  acknowledgment  by any
party  hereto that any such  qualification  is  required  prior to the time this
Indenture and the Trustee are required by the TIA to be so qualified.

SECTION 9.04.              Revocation and Effect of Consents.

          Until an amendment,  waiver or supplement becomes effective, a consent
to it by a Holder is a  continuing  consent by the  Holder and every  subsequent
Holder  of a Note or  portion  of a Note  that  evidences  the same  debt as the
consenting  Holder's  Note,  even if  notation of the consent is not made on any
Note. Subject to the following  paragraph,  any such Holder or subsequent Holder
may  revoke  the  consent  as to such  Holder's  Note or portion of such Note by
notice to the  Trustee  or the  Company  received  before  the date on which the
Trustee  receives an Officers'  Certificate  certifying  that the Holders of the
requisite  principal amount of Notes have consented (and not theretofore revoked
such consent) to the amendment,  supplement or waiver. An amendment,  supplement
or waiver  becomes  effective  upon  receipt by the  Trustee  of such  Officers'
Certificate  and evidence of consent by the Holders of the requisite  percentage
in principal amount of outstanding Notes.


<PAGE>

          The Company may, but shall not be obligated  to, fix a record date for
the purpose of  determining  the Holders  entitled to consent to any  amendment,
supplement  or waiver,  which record date shall be at least 30 days prior to the
first   solicitation  of  such  consent.   If  a  record  date  is  fixed,  then
notwithstanding  the second  sentence of the  immediately  preceding  paragraph,
those  Persons who were  Holders at such  record date (or their duly  designated
proxies),  and only those  Persons,  shall be  entitled  to revoke  any  consent
previously given,  whether or not such Persons continue to be Holders after such
record date.  No such consent  shall be valid or effective for more than 90 days
after such record date.

          After an amendment,  supplement or waiver becomes effective,  it shall
bind every Holder,  unless it makes any change described in Section 9.02(b),  in
which case, the amendment, supplement or waiver shall bind only each Holder of a
Note who has consented to it and every subsequent Holder of a Note or portion of
a Note that evidences the same debt as the consenting  Holder's Note;  provided,
however, that any such waiver shall not impair or affect the right of any Holder
to receive  payment of  principal  of and  interest  on a Note,  on or after the
respective  due  dates  expressed  in  such  Note,  or to  bring  suit  for  the
enforcement  of any such payment on or after such  respective  dates without the
consent of such Holder.

SECTION 9.05.              Notation on or Exchange of Notes.

          If an amendment, supplement or waiver changes the terms of a Note, the
Trustee may require  the Holder of such Note to deliver it to the  Trustee.  The
Trustee may place an  appropriate  notation on the Note about the changed  terms
and return it to the  Holder.  Alternatively,  if the  Company or the Trustee so
determines,  the  Company in  exchange  for the Note shall issue and the Trustee
shall authenticate a new Note that reflects the changed terms.

SECTION 9.06. Trustee To Sign Amendments, Etc.

          The  Trustee  shall  execute  any  amendment,   supplement  or  waiver
authorized pursuant to this Article Nine;  provided,  however,  that the Trustee
may, but shall not be obligated to,  execute any such  amendment,  supplement or
waiver which affects the Trustee's own rights,  duties or immunities  under this
Indenture.  The  Trustee  shall  be  entitled  to  receive,  and  shall be fully
protected in relying  upon,  an Opinion of Counsel and an Officers'  Certificate
each  stating  that  the  execution  of  any  amendment,  supplement  or  waiver
authorized  pursuant to this  Article  Nine is  authorized  or permitted by this
Indenture. Such Opinion of Counsel shall not be an expense of the Trustee or the
Holders.


                                   ARTICLE TEN

                                  MISCELLANEOUS


SECTION 10.01.             TIA Controls.

          If any provision of this  Indenture  limits,  qualifies,  or conflicts
with another provision which is required to be included in this Indenture by the
TIA, the required provision shall control; provided,  however, that this Section
10.01  shall not of  itself  require  that  this  Indenture  or the  Trustee  be
qualified  under the TIA or constitute  any admission or  acknowledgment  by any
party  hereto that any such  qualification  is  required  prior to the time this
Indenture and the Trustee are required by the TIA to be so qualified.
<PAGE>

SECTION 10.02.             Notices.

          Any notices or other  communications  required or permitted  hereunder
shall be in writing,  and shall be sufficiently  given if made by hand delivery,
by telecopier or registered or certified mail,  postage prepaid,  return receipt
requested, addressed as follows:

                  if to the Company:

                           ICN Pharmaceuticals, Inc.
                           3300 Hyland Avenue
                           Costa Mesa, California  92626
                           Telecopier No.: (714) 641-7228

                           Attention:  General Counsel

                  if to the Trustee:

                     United States Trust Company of New York
                           114 West 47th Street
                           New York, New York  10036
                           Telecopier No.: (212) 852-1626/1627

                       Attention: Corporate Trust Division

          Each of the Company and the Trustee by written notice to the other may
designate  additional  or different  addresses  for notices to such Person.  Any
notice or  communication  to the Company or the Trustee  shall be deemed to have
been given or made as of the date so delivered  if  personally  delivered;  when
answered back, if telexed; when receipt is acknowledged,  if faxed; and five (5)
calendar days after mailing if sent by  registered  or certified  mail,  postage
prepaid  (except that a notice of change of address  shall not be deemed to have
been given until actually received by the addressee).

          Any notice or communication  mailed to a Holder shall be mailed to him
by first  class mail or other  equivalent  means at his address as it appears on
the registration  books of the Registrar and shall be sufficiently  given to him
if so mailed within the time prescribed.

          Failure to mail a notice or communication to a Holder or any defect in
it shall not affect its sufficiency  with respect to other Holders.  If a notice
or  communication  is mailed in the manner  provided  above,  it is duly  given,
whether or not the addressee receives it.

SECTION 10.03.             Communications by Holders
                           with Other Holders.

          Holders may communicate  pursuant to TIA ss. 312(b) with other Holders
with respect to their rights under this Indenture or the Notes. The Company, the
Trustee, the Registrar and any other Person shall have the protection of TIA ss.
312(c).


<PAGE>
SECTION 10.04.             Certificate and Opinion as
                           to Conditions Precedent.

          Upon any request or  application by the Company to the Trustee to take
any action under this Indenture, the Company shall furnish to the Trustee:

                  (a)  an   Officers'   Certificate,   in  form  and   substance
         satisfactory  to the  Trustee,  stating  that,  in the  opinion  of the
         signers,  all conditions  precedent to be performed by the Company,  if
         any,  provided for in this  Indenture  relating to the proposed  action
         have been complied with; and

                  (b) an Opinion of Counsel stating that, in the opinion of such
         counsel,  all such conditions precedent to be performed by the Company,
         if any, provided for in this Indenture  relating to the proposed action
         have been complied with.

SECTION 10.05.             Statements Required in Certificate or Opinion.

          Each  certificate  or  opinion  with  respect  to  compliance  with  a
condition or covenant  provided for in this Indenture,  other than the Officers'
Certificate required by Section 4.06 shall include:

                  (a)  a statement that the Person making such certificate or
         opinion has read such covenant or condition;

                  (b) a  brief  statement  as to the  nature  and  scope  of the
         examination  or  investigation  upon which the  statements  or opinions
         contained in such certificate or opinion are based;

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

                  (d) a  statement  as to whether or not, in the opinion of each
         such Person, such condition or covenant has been complied with.

SECTION 10.06.             Rules by Trustee, Paying
                           Agent, Registrar.

                  The Trustee may make  reasonable  rules in accordance with the
Trustee's  customary  practices  for action by or at a meeting of  Holders.  The
Paying Agent or Registrar may make reasonable rules for its functions.

SECTION 10.07.             Legal Holidays.

                  A "Legal  Holiday" as used with respect to a particular  place
of payment,  is a Saturday,  a Sunday or a day on which banking  institutions in
New York, New York or at such place of payment are not required to be open. If a
payment date is a Legal Holiday at such place, payment may be made at such place
on the next  succeeding day that is not a Legal  Holiday,  and no interest shall
accrue for the intervening period.
<PAGE>

SECTION 10.08.             Governing Law.

          THIS  INDENTURE  AND THE NOTES SHALL BE GOVERNED BY AND  CONSTRUED  IN
ACCORDANCE  WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE
AND PERFORMED WITHIN THE STATE OF NEW YORK,  WITHOUT REGARD TO ITS PRINCIPLES OF
CONFLICT  OF  LAWS.  Each  of  the  parties  hereto  agrees  to  submit  to  the
jurisdiction  of the courts of the State of New York in any action or proceeding
arising out of or relating to this Indenture.

SECTION 10.09.             No Adverse Interpretation
                           of Other Agreements.

          This Indenture may not be used to interpret another indenture, loan or
debt agreement of the Company or any of the  Subsidiaries.  Any such  indenture,
loan or debt agreement may not be used to interpret this Indenture.

SECTION 10.10.             No Recourse Against Others.

          A  director,   officer,   employee,   stockholder,   incorporator   or
controlling person, as such, of the Company or of the Trustee shall not have any
liability for any  obligations  of the Company under the Notes or this Indenture
or for any claim  based on, in  respect of or by reason of such  obligations  or
their  creations.  Each Holder by  accepting a Note waives and releases all such
liability.  Such  waiver  and  release  are  part of the  consideration  for the
issuance of the Notes.

SECTION 10.11.             Successors.

          All  agreements  of the Company in this  Indenture and the Notes shall
bind its successors.  All agreements of the Trustee in this Indenture shall bind
its successors.

SECTION 10.12.             Duplicate Originals.

          All  parties  may sign any  number of copies of this  Indenture.  Each
signed copy shall be an original,  but all of them together shall  represent the
same agreement.

SECTION 10.13.             Severability.

          In case any one or more of the  provisions in this Indenture or in the
Notes shall be held invalid,  illegal or  unenforceable,  in any respect for any
reason, the validity, legality and enforceability of any such provision in every
other respect and of the remaining  provisions  shall not in any way be affected
or impaired  thereby,  it being intended that all of the provisions hereof shall
be enforceable to the full extent permitted by law.

SECTION 10.14.             Independence of Covenants.

          All covenants and  agreements in this Indenture and the Notes shall be
given  independent  effect so that if any particular  action or condition is not
permitted  by any of such  covenants,  the fact that it would be permitted by an
exception to, or otherwise be within the limitations of, another  covenant shall
not avoid the  occurrence  of a Default or an Event of Default if such action is
taken or condition exists.

                  [Remainder of Page Intentionally Left Blank]



<PAGE>








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

                         ICN PHARMACEUTICALS, INC.


                            By:  /s/ David C. Watt
                                -------------------------------
                            Name: David C. Watt
                            Title: Executive Vice President, General Counsel
                                    and Corporate Secretary


                         UNITED STATES TRUST COMPANY OF
                              NEW YORK, as Trustee


                            By:  /s/ James McGinley
                               --------------------------------
                            Name: James McGinley
                            Title: 




<PAGE>


A-3
                                                                      EXHIBIT A


                            ICN PHARMACEUTICALS, INC.

                           9 1/4% SENIOR NOTE DUE 2005

CUSIP No.: [         ]

No.                                                                  $

                  ICN   PHARMACEUTICALS,   INC.,  a  Delaware  corporation  (the
"Company",  which  term  includes  any  successor  entity),  for value  received
promises to pay to or  registered  assigns,  the  principal  sum of Dollars,  on
August 15, 2005.

                  Interest Payment Dates:  February 15 and August 15, commencing
on February 15, 1998

                  Record Dates:  February 1 and August 1

                  Reference  is  made to the  further  provisions  of this  Note
contained  herein,  which will for all  purposes  have the same effect as if set
forth at this place.

                  IN WITNESS  WHEREOF,  the  Company  has caused this Note to be
signed manually or by facsimile by its duly authorized  officers and a facsimile
of its corporate seal to be affixed hereto or imprinted hereon.

                            ICN PHARMACEUTICALS, INC.

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

                                   

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

Certificate of Authentication

                  This is one of the 9 1/4% Senior Notes due 2005 referred to in
the within-mentioned Indenture.

                                                     UNITED STATES TRUST COMPANY
                                                         OF NEW YORK, as Trustee

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

Date of Authentication:



<PAGE>



A-2
                              (REVERSE OF SECURITY)

                           9 1/4% Senior Note due 2005

          1. Interest.  ICN  PHARMACEUTICALS,  INC., a Delaware corporation (the
"Company"), promises to pay interest on the principal amount of this Note at the
rate per annum  shown  above.  Interest  on the Notes will  accrue from the most
recent date on which  interest  has been paid or, if no interest  has been paid,
from August 14, 1997. The Company will pay interest  semi-annually in arrears on
each Interest Payment Date.  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  and on overdue
installments of interest (without regard to any applicable grace periods) to the
extent lawful, from time to time on demand at the rate borne by the Notes.

          2. Method of  Payment.  The  Company  shall pay  interest on the Notes
(except defaulted interest) to the Persons who are the registered Holders at the
close of business on the Record Date immediately  preceding the Interest Payment
Date even if the Notes are canceled on  registration of transfer or registration
of exchange  after such Record Date.  Holders must  surrender  Notes to a Paying
Agent to  collect  principal  payments.  The  Company  shall 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 ("U.S.  Legal Tender").  However,
the Company may pay  principal  and  interest by its check  payable in such U.S.
Legal Tender.  The Company may deliver any such  interest  payment to the Paying
Agent or to a Holder at the Holder's registered address.

          3. Paying Agent and Registrar.  Initially, United States Trust Company
of New York (the "Trustee") will act as Paying Agent and Registrar.  The Company
may change any Paying Agent,  Registrar or  co-Registrar  without  notice to the
Holders.

          4. Indenture.  The Company issued the Notes under an Indenture,  dated
as of August 14, 1997 (the  "Indenture"),  between the Company and the  Trustee.
This Note is one of a duly  authorized  issue of  Initial  Notes of the  Company
designated as its 9 1/4 % Senior Notes due 2005 (the "Initial Notes"). The Notes
are limited in aggregate principal amount to $275,000,000. The Notes include the
Initial Notes and the Exchange Notes,  as defined below,  issued in exchange for
the Initial Notes pursuant to the Indenture.  The Initial Notes and the Exchange
Notes  are  treated  as a  single  class  of  securities  under  the  Indenture.
Capitalized  terms herein are used as defined in the Indenture  unless otherwise
defined herein. The terms of the Notes include those stated in the Indenture and
those made part of the Indenture by reference to the Trust Indenture Act of 1939
(15 U.S. Code ss.ss.  77aaa-77bbbb) (the "TIA"), as in effect on the date of the
Indenture.  Notwithstanding  anything  to the  contrary  herein,  the  Notes are
subject to all such terms,  and Holders of Notes are  referred to the  Indenture
and the TIA for a statement of them. The Notes are general unsecured obligations
of the Company.  Each Holder,  by accepting a Note, agrees to be bound by all of
the terms and provisions of the Indenture,  as the same may be amended from time
to time in accordance with its terms.
<PAGE>

          5. Optional  Redemption.  The Notes are  redeemable,  at the Company's
option,  in whole or in part,  at any time on and after  August 15,  2001 at the
redemption  prices  (expressed as  percentages  of the  principal  amount of the
Notes) if redeemed during the twelve-month period commencing on August 15 of the
year set forth below,  plus, in each case,  accrued and unpaid interest thereon,
if any, to the Redemption Date:

                    Year                                              Percentage

                    2001..........................................      104.625%
                    2002..........................................      103.083
                    2003..........................................      101.542
                    2004 and thereafter...........................      100.000

                  The Notes are not entitled to the benefit of any sinking fund.

          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
Notes to be redeemed at such Holder's registered address. Notes in denominations
larger than $1,000 may be redeemed in part.

          Except as set forth in the Indenture,  if monies for the redemption of
the Notes called for redemption  shall have been deposited with the Paying Agent
for redemption on such Redemption Date, then, unless the Company defaults in the
payment of such Redemption Price plus accrued interest, if any, the Notes called
for redemption  will cease to bear interest from and after such  Redemption Date
and the only right of the  Holders  of such Notes will be to receive  payment of
the Redemption Price plus accrued interest, if any.

          7. Offers to Purchase. Sections 4.15 and 4.16 of the Indenture provide
that,  after  certain  Asset  Sales (as defined in the  Indenture)  and upon the
occurrence of a Change of Control (as defined in the Indenture),  and subject to
further  limitations  contained  therein,  the  Company  will  make an  offer to
purchase  certain  amounts of the Notes in accordance  with the  procedures  set
forth in the Indenture.

          8. Registration Rights.  Pursuant to the Registration Rights Agreement
dated as of the date of the  Indenture,  among the  Company  and  Schroder & Co.
Inc.,  as initial  purchaser of the Initial  Notes,  the Company is obligated to
consummate  an  exchange  offer  pursuant to which the Holder of this Note shall
have the right to exchange  this Note for the  Company's  Series B 9 1/4% Senior
Notes due 2005 (the "Exchange  Notes"),  which shall have been registered  under
the Securities  Act, in like principal  amount and having terms identical in all
material  respects as the Initial Notes.  The Holders of the Initial Notes shall
be entitled to receive certain  additional  interest  payments in the event such
exchange  offer  is not  consummated  and upon  certain  other  conditions,  all
pursuant  to and in  accordance  with  the  terms  of  the  Registration  Rights
Agreement.

          9.  Denominations;  Transfer;  Exchange.  The Notes are in  registered
form, without coupons,  and in denominations of $1,000 and integral multiples of
$1,000.  A Holder shall register the transfer or exchange of Notes in accordance
with the Indenture.  The Registrar may require a Holder,  among other things, to
furnish  appropriate  endorsements  and  transfer  documents  and to pay certain
transfer taxes or similar  governmental  charges payable in connection therewith
as permitted by the  Indenture.  The Registrar need not register the transfer of
or exchange of any Notes or portions thereof selected for redemption.
<PAGE>

          10. Persons Deemed  Owners.  The registered  Holder of a Note shall be
treated as the owner of it for all  purposes,  subject to the  provisions of the
Indenture with respect to record dates for the payment of interest.

          11. Unclaimed Money. If money for the payment of principal or interest
remains  unclaimed  for one year,  the Trustee and the Paying Agent will pay the
money back to the  Company.  After that,  all  liability of the Trustee and such
Paying Agent with respect to such money shall cease.

          12.  Discharge Prior to Redemption or Maturity.  If the Company at any
time deposits with the Trustee U.S. Legal Tender or U.S. Government  Obligations
sufficient  to pay the  principal of and interest on the Notes to  redemption or
maturity  and  complies  with the other  provisions  of the  Indenture  relating
thereto, the Company will be discharged from certain provisions of the Indenture
and the Notes (including certain covenants,  but excluding its obligation to pay
the principal of and interest on the Notes).

          13. Amendment;  Supplement;  Waiver. Subject to certain exceptions set
forth  in  the  Indenture,  the  Indenture  or  the  Notes  may  be  amended  or
supplemented with the written consent of the Holders of not less than a majority
in  aggregate  principal  amount of the  Notes  then  outstanding,  and any past
Default or Event of Default or  noncompliance  with any  provision may be waived
with the written consent of the Holders of not less than a majority in aggregate
principal amount of the Notes then outstanding.  Without notice to or consent of
any Holder,  the parties  thereto may amend or  supplement  the Indenture or the
Notes to,  among other  things,  cure any  ambiguity,  defect or  inconsistency,
provide for  uncertificated  Notes in  addition  to or in place of  certificated
Notes,  or comply with  Article  Five of the  Indenture or make any other change
that does not adversely affect the rights of any Holder of a Note.

          14. Restrictive  Covenants.  The Indenture imposes certain limitations
on the ability of the Company and the Subsidiaries to, among other things, incur
additional  Indebtedness,  make Restricted  Payments or Restricted  Investments,
create or incur Liens, enter into transactions with Affiliates,  create dividend
or other payment restrictions  affecting  Subsidiaries and issue Preferred Stock
of Subsidiaries, and on the ability of the Company and the Subsidiaries to merge
or consolidate with any other Person or sell, assign, transfer, lease, convey or
otherwise  dispose of all or substantially  all of the assets of the Company and
the  Subsidiaries.  Such  limitations  are  subject  to a  number  of  important
qualifications  and exceptions.  Pursuant to Section 4.06 of the Indenture,  the
Company must annually report to the Trustee on compliance with such limitations.

          15.  Successors.  When a successor  assumes,  in  accordance  with the
Indenture,  all the  obligations  of its  predecessor  under  the  Notes and the
Indenture, the predecessor, subject to certain exceptions, will be released from
those obligations.

          16.  Defaults  and  Remedies.  If an Event of  Default  occurs  and is
continuing,  the  Trustee  or the  Holders  of not less  than  25% in  aggregate
principal  amount of Notes then  outstanding may declare all the Notes to be due
and  payable  in the  manner,  at the time and with the effect  provided  in the
Indenture. Holders of Notes may not enforce the Indenture or the Notes except as
provided in the Indenture. The Trustee is not obligated to enforce the Indenture
or the Notes unless it has received indemnity reasonably satisfactory to it. The
Indenture permits, subject to certain limitations therein provided, Holders of a
majority in aggregate  principal  amount of the Notes then outstanding to direct
the Trustee in its exercise of any trust or power. The Trustee may withhold from
Holders of Notes notice of any continuing  Default or Event of Default (except a
Default or Event of Default in payment  of  principal  or  interest  when due, a
Default in payment on the Change of Control  Purchase  Date pursuant to a Change
of Control  Offer or on the Asset Sale Offer  Purchase Date pursuant to an Asset
Sale Offer or a Default in compliance  with Article Five of the Indenture) if it
determines that withholding notice is in their interest.
<PAGE>

          17. Trustee Dealings with Company. The Trustee under the Indenture, in
its individual or any other  capacity,  may become the owner or pledgee of Notes
and may otherwise deal with the Company,  the  Subsidiaries or their  respective
Affiliates as if it were not the Trustee.

          18. No Recourse  Against Others.  No stockholder,  director,  officer,
employee or  incorporator,  as such, of the Company shall have any liability for
any  obligation of the Company under the Notes 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 Note  by  accepting  a Note  waives  and  releases  all  such
liability. The waiver and release are part of the consideration for the issuance
of the Notes.

          19. Authentication.  This Note shall not be valid until the Trustee or
Authenticating  Agent manually signs the certificate of  authentication  on this
Note.

          20.  Governing  Law. This Note and the Indenture  shall be governed by
and construed in  accordance  with the laws of the State of New York, as applied
to contracts made and performed within the State of New York,  without regard to
principles of conflict of laws.

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

          22. CUSIP  Numbers.  Pursuant to a  recommendation  promulgated by the
Committee on Uniform Security Identification  Procedures, the Company has caused
CUSIP numbers to be printed on the Notes as a convenience  to the Holders of the
Notes. No  representation  is made as to the accuracy of such numbers as printed
on the Notes and reliance may be placed only on the other identification numbers
printed hereon.

          The Company will furnish to any Holder of a Note upon written  request
and without charge a copy of the  Indenture,  which has the text of this Note in
larger type.  Requests may be made to: ICN  Pharmaceuticals,  Inc.,  3300 Hyland
Avenue, Costa Mesa, CA 92626, Attn: Secretary.



<PAGE>


                                 ASSIGNMENT FORM


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

                  I or we assign and transfer this Note to:


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


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


--------------------------------------------------------------------------------
                  (Print or type name, address and zip code and
                  social security or tax ID number of assignee)

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

Dated: ___________________     Signed:
                 (Sign exactly as your name appears on the other
                               side of this Note)

Signature Guarantee:                ........

(Signature must be guaranteed by an "eligible guarantor institution" meeting the
requirements  of  the  Registrar,   which  requirements  include  membership  or
participation in the Security Transfer Agent Medallion Program ("STAMP") or such
other  "signature  guarantee  program" as may be  determined by the Registrar in
addition to, or in substitution  for, STAMP, all in accordance with the Exchange
Act.)

          In connection  with any transfer of this Note  occurring  prior to the
date which is the earlier of (i) the date of the  declaration  by the Commission
of the  effectiveness  of a registration  statement  under the Securities Act of
1933, as amended (the  "Securities  Act")  covering  resales of this Note (which
effectiveness  shall not have been  suspended or  terminated  at the date of the
transfer) and (ii) , 1999, the undersigned confirms that it has not utilized any
general solicitation or general advertising in connection with the transfer:

                                   [Check One]

(1) __        to the Company or a subsidiary thereof; or

(2) __        pursuant to and in compliance with Rule 144A under the
              Securities Act of 1933, as amended ("Rule 144A"); or

(3) __        outside the United  States to a "foreign  person" in  compliance
              with Rule 904 of Regulation S under the Securities Act of 1933, as
              amended; or
<PAGE>

(4) __        pursuant to the exemption from registration provided by Rule
              144 under the Securities Act of 1933, as amended, if available; or

(5) __        pursuant to an effective registration statement under the
              Securities Act of 1933, as amended; or

(6) __        pursuant to another  available  exemption from the  registration
              requirements of the Securities Act of 1933, as amended.

and unless the box below is checked,  the undersigned confirms that such Note is
not being  transferred  to an  "affiliate" of the Company as defined in Rule 144
under the Securities Act of 1933, as amended (an "Affiliate"):

                 __        The transferee is an Affiliate of the Company.

Unless one of the numbered boxes is checked, the Trustee will refuse to register
any of the Notes  evidenced by this  certificate in the name of any person other
than the registered Holder thereof;  provided,  however, that if box (3), (4) or
(6) is checked, the Company or the Trustee may require, prior to registering any
such transfer of the Notes, in its sole discretion, such written legal opinions,
certifications (including an investment letter in the case of box (3)) and other
information  as the Trustee or the Company has  reasonably  requested to confirm
that  such  transfer  is being  made  pursuant  to an  exemption  from,  or in a
transaction not subject to, the registration  requirements of the Securities Act
of 1933, as amended.

          If none of the  foregoing  boxes is checked,  the Trustee or Registrar
shall not be  obligated  to register  this Note in the name of any person  other
than the Holder hereof  unless and until the  conditions to any such transfer of
registration  set forth herein and in Section 2.17 of the  Indenture  shall have
been satisfied.

Dated: ___________________   Signed:
                      (Sign exactly as your name appears on
                          the other side of this Note)

Signature Guarantee: ____________________________

              TO BE COMPLETED BY PURCHASER IF (2) ABOVE IS CHECKED

                  The undersigned  represents and warrants that it is purchasing
this Note for its own account or an account  with  respect to which it exercises
sole  investment  discretion  and that it and any such  account is a  "qualified
institutional  buyer" within the meaning of Rule 144A and is aware that the sale
to it is  being  made in  reliance  on Rule  144A and  acknowledges  that it has
received such information regarding the Company as the undersigned has requested
pursuant to Rule 144A or has determined not to request such information and that
it is aware that the  transferor  is relying  upon the  undersigned's  foregoing
representations  in order to claim the exemption from  registration  provided by
Rule 144A.

Dated: __________________
                                                  NOTICE:  To be executed by
                                                           an executive officer
<PAGE>


                      [OPTION OF HOLDER TO ELECT PURCHASE]

                  If you  want to  elect  to have  this  Note  purchased  by the
Company  pursuant to Section  4.15 or Section 4.16 of the  Indenture,  check the
appropriate box:

                             Section 4.15 [     ]
                             Section 4.16 [     ]

                  If you want to elect to have only part of this Note  purchased
by the Company pursuant to Section 4.15 or Section 4.16 of the Indenture,  state
the amount you elect to have purchased:

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


Dated: __________________
                                                 NOTICE:  The  signature on this
                                                 assignment must correspond with
                                                 the name as it appears upon the
                                                 face  of  the  within  Note  in
                                                 every    particular     without
                                                 alteration  or  enlargement  or
                                                 any  change  whatsoever  and be
                                                 guaranteed.


Signature Guarantee:                ........

(Signature must be guaranteed by an "eligible guarantor institution" meeting the
requirements  of  the  Registrar,   which  requirements  include  membership  or
participation in the Security Transfer Agent Medallion Program ("STAMP") or such
other  "signature  guarantee  program" as may be  determined by the Registrar in
addition to, or in substitution  for, STAMP, all in accordance with the Exchange
Act.)



<PAGE>


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

-------------------------------------------------------------------------------
B-1
                                  EXHIBIT B


                            ICN PHARMACEUTICALS, INC.

                      SERIES B 9 1/4% SENIOR NOTE DUE 2005

CUSIP No.:

No.                                                                        $

                  ICN   PHARMACEUTICALS,   INC.,  a  Delaware  corporation  (the
"Company",  which  term  includes  any  successor  entity),  for value  received
promises to pay to or  registered  assigns,  the  principal  sum of Dollars,  on
August 15, 2005.

                  Interest Payment Dates:  February 15 and August 15, commencing
on February 15, 1998

                  Record Dates:  February 1 and August 1

                  Reference  is  made to the  further  provisions  of this  Note
contained  herein,  which will for all  purposes  have the same effect as if set
forth at this place.

                  IN WITNESS  WHEREOF,  the  Company  has caused this Note to be
signed manually or by facsimile by its duly authorized  officers and a facsimile
of its corporate seal to be affixed hereto or imprinted hereon.

                                                     ICN PHARMACEUTICALS, INC.

                                       By:
                                      Name:
                                     Title:

                                       By:
                                      Name:
                                     Title:

Certificate of Authentication

                  This is one of the  Series  B 9 1/4%  Senior  Notes  due  2005
referred to in the within-mentioned Indenture.

                                                     UNITED STATES TRUST COMPANY
                                                         OF NEW YORK, as Trustee

                                       By:
                                                            Authorized Signatory

Date of Authentication:

<PAGE>


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

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

B-3
                              (REVERSE OF SECURITY)

                      Series B 9 1/4% Senior Note due 2005

          1. Interest.  ICN  PHARMACEUTICALS,  INC., a Delaware corporation (the
"Company"), promises to pay interest on the principal amount of this Note at the
rate per annum  shown  above.  Interest  on the Notes will  accrue from the most
recent date on which  interest  has been paid or, if no interest  has been paid,
from August 14, 1997. The Company will pay interest  semi-annually in arrears on
each Interest Payment Date.  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  and on overdue
installments of interest (without regard to any applicable grace periods) to the
extent lawful, from time to time on demand at the rate borne by the Notes.

          2. Method of  Payment.  The  Company  shall pay  interest on the Notes
(except defaulted interest) to the Persons who are the registered Holders at the
close of business on the Record Date immediately  preceding the Interest Payment
Date even if the Notes are canceled on  registration of transfer or registration
of exchange  after such Record Date.  Holders must  surrender  Notes to a Paying
Agent to  collect  principal  payments.  The  Company  shall 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 ("U.S.  Legal Tender").  However,
the Company may pay  principal  and  interest by its check  payable in such U.S.
Legal Tender.  The Company may deliver any such  interest  payment to the Paying
Agent or to a Holder at the Holder's registered address.

          3. Paying Agent and Registrar.  Initially, United States Trust Company
of New York (the "Trustee") will act as Paying Agent and Registrar.  The Company
may change any Paying Agent,  Registrar or  co-Registrar  without  notice to the
Holders.

          4. Indenture.  The Company issued the Notes under an Indenture,  dated
as of August 14, 1997 (the  "Indenture"),  between the Company and the  Trustee.
This Note is one of a duly  authorized  issue of  Exchange  Notes of the Company
designated as its Series B 9 1/4% Senior Notes due 2005 (the "Exchange  Notes").
The Notes are limited in aggregate  principal amount to $275,000,000.  The Notes
include  the  Exchange  Notes and the Initial  Notes in  exchange  for which the
Exchange Notes were issued pursuant to the Indenture.  The Initial Notes and the
Exchange Notes are treated as a single class of securities  under the Indenture.
Capitalized  terms herein are used as defined in the Indenture  unless otherwise
defined herein. The terms of the Notes include those stated in the Indenture and
those made part of the Indenture by reference to the Trust Indenture Act of 1939
(15 U.S. Code ss.ss.  77aaa-77bbbb) (the "TIA"), as in effect on the date of the
Indenture.  Notwithstanding  anything  to the  contrary  herein,  the  Notes are
subject to all such terms,  and Holders of Notes are  referred to the  Indenture

<PAGE>

and the TIA for a statement of them. The Notes are general unsecured obligations
of the Company.  Each Holder,  by accepting a Note, agrees to be bound by all of
the terms and provisions of the Indenture,  as the same may be amended from time
to time in accordance with its terms.

          5. Optional  Redemption.  The Notes are  redeemable,  at the Company's
option,  in whole or in part,  at any time on and after  August 15,  2001 at the
redemption  prices  (expressed as  percentages  of the  principal  amount of the
Notes) if redeemed during the twelve-month  period commencing on of the year set
forth below, plus, in each case, accrued and unpaid interest thereon, if any, to
the Redemption Date:

                    Year                                              Percentage

                    2001..........................................     104.625%
                    2002..........................................     103.083
                    2003..........................................     101.542
                    2004 and thereafter...........................     100.000

          The Notes are not entitled to the benefit of any sinking fund.

          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
Notes to be redeemed at such Holder's registered address. Notes in denominations
larger than $1,000 may be redeemed in part.

          Except as set forth in the Indenture,  if monies for the redemption of
the Notes called for redemption  shall have been deposited with the Paying Agent
for redemption on such Redemption Date, then, unless the Company defaults in the
payment of such Redemption Price plus accrued interest, if any, the Notes called
for redemption  will cease to bear interest from and after such  Redemption Date
and the only right of the  Holders  of such Notes will be to receive  payment of
the Redemption Price plus accrued interest, if any.

          7. Offers to Purchase. Sections 4.15 and 4.16 of the Indenture provide
that,  after  certain  Asset  Sales (as defined in the  Indenture)  and upon the
occurrence of a Change of Control (as defined in the Indenture),  and subject to
further  limitations  contained  therein,  the  Company  will  make an  offer to
purchase  certain  amounts of the Notes in accordance  with the  procedures  set
forth in the Indenture.

          8.  Denominations;  Transfer;  Exchange.  The Notes are in  registered
form, without coupons,  and in denominations of $1,000 and integral multiples of
$1,000.  A Holder shall register the transfer or exchange of Notes in accordance
with the Indenture.  The Registrar may require a Holder,  among other things, to
furnish  appropriate  endorsements  and  transfer  documents  and to pay certain
transfer taxes or similar  governmental  charges payable in connection therewith
as permitted by the  Indenture.  The Registrar need not register the transfer of
or exchange of any Notes or portions thereof selected for redemption.

          9. Persons  Deemed Owners.  The  registered  Holder of a Note shall be
treated as the owner of it for all  purposes,  subject to the  provisions of the
Indenture with respect to record dates for the payment of interest.
<PAGE>

          10. Unclaimed Money. If money for the payment of principal or interest
remains  unclaimed  for one year,  the Trustee and the Paying Agent will pay the
money back to the  Company.  After that,  all  liability of the Trustee and such
Paying Agent with respect to such money shall cease.

          11.  Discharge Prior to Redemption or Maturity.  If the Company at any
time deposits with the Trustee U.S. Legal Tender or U.S. Government  Obligations
sufficient  to pay the  principal of and interest on the Notes to  redemption or
maturity  and  complies  with the other  provisions  of the  Indenture  relating
thereto, the Company will be discharged from certain provisions of the Indenture
and the Notes (including certain covenants,  but excluding its obligation to pay
the principal of and interest on the Notes).

          12. Amendment;  Supplement;  Waiver. Subject to certain exceptions set
forth  in  the  Indenture,  the  Indenture  or  the  Notes  may  be  amended  or
supplemented with the written consent of the Holders of not less than a majority
in  aggregate  principal  amount of the  Notes  then  outstanding,  and any past
Default or Event of Default or  noncompliance  with any  provision may be waived
with the written consent of the Holders of not less than a majority in aggregate
principal amount of the Notes then outstanding.  Without notice to or consent of
any Holder,  the parties  thereto may amend or  supplement  the Indenture or the
Notes to,  among other  things,  cure any  ambiguity,  defect or  inconsistency,
provide for  uncertificated  Notes in  addition  to or in place of  certificated
Notes,  or comply with  Article  Five of the  Indenture or make any other change
that does not adversely affect the rights of any Holder of a Note.

          13. Restrictive  Covenants.  The Indenture imposes certain limitations
on the ability of the Company and the Subsidiaries to, among other things, incur
additional  Indebtedness,  make Restricted  Payments or Restricted  Investments,
create or incur Liens, enter into transactions with Affiliates,  create dividend
or other payment restrictions  affecting  Subsidiaries and issue Preferred Stock
of Subsidiaries, and on the ability of the Company and the Subsidiaries to merge
or consolidate with any other Person or sell, assign, transfer, lease, convey or
otherwise  dispose of all or substantially  all of the assets of the Company and
the  Subsidiaries.  Such  limitations  are  subject  to a  number  of  important
qualifications  and exceptions.  Pursuant to Section 4.06 of the Indenture,  the
Company must annually report to the Trustee on compliance with such limitations.

          14.  Successors.  When a successor  assumes,  in  accordance  with the
Indenture,  all the  obligations  of its  predecessor  under  the  Notes and the
Indenture, the predecessor, subject to certain exceptions, will be released from
those obligations.

          15.  Defaults  and  Remedies.  If an Event of  Default  occurs  and is
continuing,  the  Trustee  or the  Holders  of not less  than  25% in  aggregate
principal  amount of Notes then  outstanding may declare all the Notes to be due
and  payable  in the  manner,  at the time and with the effect  provided  in the
Indenture. Holders of Notes may not enforce the Indenture or the Notes except as
provided in the Indenture. The Trustee is not obligated to enforce the Indenture
or the Notes unless it has received indemnity reasonably satisfactory to it. The
Indenture permits, subject to certain limitations therein provided, Holders of a
majority in aggregate  principal  amount of the Notes then outstanding to direct
the Trustee in its exercise of any trust or power. The Trustee may withhold from
Holders of Notes notice of any continuing  Default or Event of Default (except a
Default or Event of Default in payment  of  principal  or  interest  when due, a

<PAGE>

Default in payment on the Change of Control  Purchase  Date pursuant to a Change
of Control  Offer or on the Asset Sale Offer  Purchase Date pursuant to an Asset
Sale Offer or a Default in compliance  with Article Five of the Indenture) if it
determines that withholding notice is in their interest.

          16. Trustee Dealings with Company. The Trustee under the Indenture, in
its individual or any other  capacity,  may become the owner or pledgee of Notes
and may otherwise deal with the Company,  the  Subsidiaries or their  respective
Affiliates as if it were not the Trustee.

          17. No Recourse  Against Others.  No stockholder,  director,  officer,
employee or  incorporator,  as such, of the Company shall have any liability for
any  obligation of the Company under the Notes 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 Note  by  accepting  a Note  waives  and  releases  all  such
liability. The waiver and release are part of the consideration for the issuance
of the Notes.

          18. Authentication.  This Note shall not be valid until the Trustee or
Authenticating  Agent manually signs the certificate of  authentication  on this
Note.

          19.  Governing  Law. This Note and the Indenture  shall be governed by
and construed in  accordance  with the laws of the State of New York, as applied
to contracts made and performed within the State of New York,  without regard to
principles of conflict of laws.

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

          21. CUSIP  Numbers.  Pursuant to a  recommendation  promulgated by the
Committee on Uniform Security Identification  Procedures, the Company has caused
CUSIP numbers to be printed on the Notes as a convenience  to the Holders of the
Notes. No  representation  is made as to the accuracy of such numbers as printed
on the Notes and reliance may be placed only on the other identification numbers
printed hereon.

          The Company will furnish to any Holder of a Note upon written  request
and without charge a copy of the  Indenture,  which has the text of this Note in
larger type.  Requests may be made to: ICN  Pharmaceuticals,  Inc.,  3300 Hyland
Avenue, Costa Mesa, CA 92626, Attn: Secretary.



<PAGE>


                                 ASSIGNMENT FORM


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

                  I or we assign and transfer this Note to:


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


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


-------------------------------------------------------------------------------
                  (Print or type name, address and zip code and
                  social security or tax ID number of assignee)

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

Dated: ___________________    Signed:
                 (Sign exactly as your name appears on the other
                               side of this Note)

Signature Guarantee:                ........

(Signature must be guaranteed by an "eligible guarantor institution" meeting the
requirements  of  the  Registrar,   which  requirements  include  membership  or
participation in the Security Transfer Agent Medallion Program ("STAMP") or such
other  "signature  guarantee  program" as may be  determined by the Registrar in
addition to, or in substitution  for, STAMP, all in accordance with the Exchange
Act.)



<PAGE>


                      [OPTION OF HOLDER TO ELECT PURCHASE]

          If you  want to elect  to have  this  Note  purchased  by the  Company
pursuant to Section 4.15 or Section 4.16 of the Indenture, check the appropriate
box:

                          Section 4.15 [     ]
                          Section 4.16 [     ]

          If you want to elect to have only part of this Note  purchased  by the
Company  pursuant to Section  4.15 or Section 4.16 of the  Indenture,  state the
amount you elect to have purchased:

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

Dated: _________________
                                                 NOTICE:  The  signature on this
                                                 assignment must correspond with
                                                 the name as it appears upon the
                                                 face  of  the  within  Note  in
                                                 every    particular     without
                                                 alteration  or  enlargement  or
                                                 any  change  whatsoever  and be
                                                 guaranteed.

Signature Guarantee:

(Signature must be guaranteed by an "eligible guarantor institution" meeting the
requirements  of  the  Registrar,   which  requirements  include  membership  or
participation in the Security Transfer Agent Medallion Program ("STAMP") or such
other  "signature  guarantee  program" as may be  determined by the Registrar in
addition to, or in substitution  for, STAMP, all in accordance with the Exchange
Act.)



<PAGE>


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

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


C-1                                                                    EXHIBIT C



                       Form of Certificate To Be Delivered
                          in Connection with Transfers
                       ______Pursuant to Regulation S_____


                                                           --------------, ----


United States Trust Company
of New York
114 West 47th Street
New York, New York  10036

Attention:  Corporate Trust Division

         Re:      ICN Pharmaceuticals, Inc. (the "Company")
                  9 1/4% Senior Notes due 2005 (the "Notes")

Ladies and Gentlemen:

          In  connection  with  our  proposed  sale  of  $___________  aggregate
principal  amount of the  Notes,  we  confirm  that such sale has been  effected
pursuant to and in accordance with Regulation S under the U.S. Securities Act of
1933, as amended (the "Securities Act"), and, accordingly, we represent that:

                  (1) the  offer of the  Notes  was not made to a person  in the
United States;

          (2)  either  (a) at  the  time  the  buy  offer  was  originated,  the
transferee  was  outside  the United  States or we and any person  acting on our
behalf reasonably believed that the transferee was outside the United States, or
(b)  the  transaction  was  executed  in,  on or  through  the  facilities  of a
designated  off-shore  securities market and neither we nor any person acting on
our behalf knows that the transaction has been  pre-arranged with a buyer in the
United States;

          (3) no directed selling efforts have been made in the United States in
contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S,
as applicable;

          (4) the  transaction  is not part of a plan or  scheme  to  evade  the
registration requirements of the Securities Act; and

          (5) we  have  advised  the  transferee  of the  transfer  restrictions
applicable to the Notes.

          You, the Company and counsel for the Company are entitled to rely upon
this  letter and are  irrevocably  authorized  to produce  this letter or a copy
hereof to any interested  party in any  administrative  or legal  proceedings or
official inquiry with respect to the matters covered hereby.  Terms used in this
certificate have the meanings set forth in Regulation S.

                                                     Very truly yours,


                                                     [Name of Transferee]


                                       By:
                                                            Authorized Signature