As Filed with the Securities and Exchange Commission on March 26, 1998.

                                                       Registration No. 333-    


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             -----------------------

                                    FORM S-8

                             Registration Statement

                                      Under

                           The Securities Act of 1933
                           --------------------------

                               CONMED CORPORATION
               (Exact name of issuer as specified in its charter)


          NEW YORK                                              16-0977505
(State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                              Identification No.)

                               CONMED CORPORATION
                                310 Broad Street
                                Utica, New York                  13501
                    (Address of Principal Executive Offices)   (Zip Code)

                    CONMED Corporation 1992 Stock Option Plan
                            (Full title of the plan)
                            ------------------------

                               Eugene R. Corasanti
                       President and Chairman of the board
                               CONMED CORPORATION
                                310 Broad Street
                              Utica, New York 13501
                     (Name and address of agent for service)
                                 (315) 797-8375
          (Telephone number, including area code, of agent for service)


CALCULATION OF REGISTRATION FEE - ------------------------------------------------------------------------------------------------------- Title of Proposed Maximum Proposed Maximum Securities to be Amount to be Offering Price Aggregate Amount of Registered Registered Per Share(1) Offering Price(1) Registration Fee - ------------------------------------------------------------------------------------------------------- Common Stock 987,500 $22.4375 $22,157,031.25 $6,537 ($.01 par value) shares - ------------------------------------------------------------------------------------------------------- (1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) based upon the average of the high and low prices reported on the Nasdaq Stock Market on March 20, 1998.
This is a registration of additional securities of the same class as other securities for which a registration statement filed on this form relating to an employee benefit plan has become effective. The contents of an earlier registration statement, File No. 33-49526, are incorporated herein by reference. With respect to Item 5 (Interests of Named Experts and Counsel), the validity of the Common Stock which is registered hereby will be passed upon by Joseph J. Corasanti, Vice President-Legal Affairs and General Counsel of the Registrant. Mr. Corasanti is also a director of the Registrant. EXHIBITS Exhibit No. Description ----------- ----------- 4.1 Amended and Restated By-Laws, as adopted by the Board of Directors on December 26, 1990 -- incorporated herein by reference to the exhibit in the Company's Current Report on Form 8-K, dated March 7, 1991 (File No. 0-16093). 4.2A 1992 Amendment to Certificate of Incorporation and Restated Certificate of Incorporation of CONMED Corporation -- incorporated herein by reference to the exhibit in the Company's Annual Report on Form 10-K for the year ended December 25, 1992. 4.2B 1996 Amendment to Certificate of Incorporation and Restated Certificate of Incorporation of CONMED Corporation -- incorporated herein by reference to the exhibit in the Company's Annual Report on Form 10-K for the year ended December 31, 1996. 4.3 Warrant, dated as of December 31, 1997, issued to Bristol-Myers Squibb Company -- incorporated herein by reference to Exhibit 4.1 in the Company's Current Report on Form 8-K, filed on January 8, 1998. -2- 4.4 Credit Agreement, dated as of December 29, 1997, among CONMED Corporation, the several banks and other financial institutions of entities from time to time parties to the Agreement, Chase Securities Inc., Salomon Brothers Holding Company, Inc and The Chase Manhattan Bank -- incorporated herein by reference to Exhibit 10.1 in the Company's Current Report on Form 8-K, filed on January 8, 1998. 4.5 Guarantee and Collateral Agreement, dated as of December 31, 1997, made by CONMED Corporation and certain of its subsidiaries in favor of The Chase Manhattan Bank -- incorporated herein by reference to Exhibit 10.2 in the Company's Current Report on Form 8-K filed on January 8, 1998. 4.6 Indenture, dated as of March 5, 1998, by and among CONMED Corporation, the Subsidiary Guarantors named therein and First Union National Bank, as Trustee. 5 Opinion of Joseph J. Corasanti 23.1 Consent of Joseph J. Corasanti (included in Exhibit 5). 23.2 Consent of Price Waterhouse LLP. 24 Power of Attorney (set forth on the signature pages of this registration statement). -3- SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Utica, New York on March 25, 1998. CONMED Corporation By: /s/ EUGENE R. CORASANTI ---------------------------- Name: Eugene R. Corasanti Title: President, Chief Executive Officer and Chairman of the Board POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Eugene R. Corasanti and Joseph J. Corasanti, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him in his name, place and stead, in any and all capacities, to sign and any and all amendments (including post-effective amendments) to the Registration Statement, and file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them may lawfully do or cause to be done by virtue hereof. -4- Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on March 25, 1998. Signatures Title ---------- ----- /s/ EUGENE R. CORASANTI President, Chief Executive Officer - ----------------------------- and Chairman of the Board Eugene R. Corasanti (Principal Executive Officer) /s/ ROBERT D. SHALLISH, JR. Chief Financial Officer, Vice - ----------------------------- President--Finance and Assistant Robert D. Shallish, Jr. Secretary (Principal Financial Officer) /s/ LUKE A. POMILIO Controller (Principal Accounting - ----------------------------- Officer) Luke A. Pomilio /s/ JOSEPH J. CORASANTI Vice President--Legal Affairs, - ----------------------------- General Counsel and Director Joseph J. Corasanti /s/ ROBERT E. REMMELL Director and Assistant Secretary - ----------------------------- Robert E. Remmell /s/ HARRY CONE Director - ----------------------------- Harry Cone /s/ BRUCE F. DANIELS Director - ----------------------------- Bruce F. Daniels /s/ WILLIAM D. MATTHEWS Director - ----------------------------- William D. Matthews -5-


                                    EXHIBIT F




                               CONMED CORPORATION

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


                                  $130,000,000

                     9% SENIOR SUBORDINATED NOTES DUE 2008


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


                                   INDENTURE

                           Dated as of March 5, 1998


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

                           FIRST UNION NATIONAL BANK,

                                    Trustee

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





                             CROSS-REFERENCE TABLE*


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

310
     (a)(1)..............................................              7.10
     (a)(2)..............................................              7.10
     (a)(3)..............................................              N.A.
     (a)(4)..............................................              N.A.
     (a)(5)..............................................              7.10
     (b).................................................        7.03; 7.10
     (c).................................................              N.A.

311
     (a).................................................              7.11
     (b).................................................              7.11
     (c).................................................              N.A.

312
     (a).................................................             13.01
     (b).................................................             14.03
     (c).................................................             14.03

313
     (a).................................................              7.06
     (b)(1)..............................................              N.A.
     (b)(2)..............................................        7.06; 7.07
     (c).................................................       7.06; 14.02
     (d).................................................              7.06

314
     (a).................................................       4.03; 14.05
     (b).................................................              N.A.
     (c)(1)..............................................             14.04
     (c)(2)..............................................             14.04
     (c)(3)..............................................              N.A.
     (d).................................................              N.A.
     (e).................................................             14.05
     (f).................................................              N.A.

315
     (a).................................................           7.01(b)
     (b).................................................       7.05; 14.02
     (c).................................................           7.01(a)
     (d).................................................           7.01(c)
     (e).................................................              6.11





316
     (a) (last sentence).................................              1.01
     (a)(1)(A)...........................................              6.05
     (a)(1)(B)...........................................              6.04
     (a)(2)..............................................              N.A.
     (b).................................................              6.07
     (c).................................................              N.A.

317
     (a)(1)..............................................              6.08
     (a)(2)..............................................              6.09
     (b).................................................              2.04

318
     (a).................................................       1.03, 14.01
     (b).................................................              N.A.
     (c).................................................             13.01

N.A. means not applicable
* This Cross-Reference Table is not part of the Indenture.





                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----



ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE...........................1

   SECTION 1.01.     Definitions...............................................1
   SECTION 1.02.     Other Definitions........................................23
   SECTION 1.03.     Incorporation by Reference of Trust Indenture Act........23
   SECTION 1.04.     Rules of Construction....................................23

ARTICLE 2 THE NOTES  .........................................................24

   SECTION 2.01.     Form and Dating..........................................24
   SECTION 2.02.     Execution and Authentication.............................25
   SECTION 2.03.     Registrar and Paying Agent...............................26
   SECTION 2.04.     Paying Agent to Hold Money in Trust......................26
   SECTION 2.05.     Registration of Transfer and Exchange....................26
   SECTION 2.06.     Replacement Notes........................................32
   SECTION 2.07.     Outstanding Notes........................................33
   SECTION 2.08.     Acts of Holders; Record Date.............................33
   SECTION 2.09.     Temporary Notes..........................................34
   SECTION 2.10.     Cancellation.............................................34
   SECTION 2.11.     Defaulted Interest.......................................34
   SECTION 2.12.     Notes Issuable in the Form of a Global Note..............35

ARTICLE 3 REDEMPTION AND PREPAYMENT...........................................37

   SECTION 3.01.     Notices to Trustee.......................................37
   SECTION 3.02.     Selection of Notes to be Purchased or Redeemed...........37
   SECTION 3.03.     Notice of Redemption.....................................37
   SECTION 3.04.     Effect of Notice of Redemption...........................38
   SECTION 3.05.     Deposit of Redemption or Purchase Price..................39
   SECTION 3.06.     Notes Redeemed in Part...................................39
   SECTION 3.07.     Optional Redemption......................................39
   SECTION 3.08.     Mandatory Redemption.....................................40
   SECTION 3.09.     Offer to Purchase by Application of Excess
                           Proceeds...........................................40

ARTICLE 4 COVENANTS  .........................................................42

   SECTION 4.01.     Payment of Notes.........................................42
   SECTION 4.02.     Maintenance of Office or Agency..........................43
   SECTION 4.03.     Reports..................................................43
   SECTION 4.04.     Compliance Certificate...................................44
   SECTION 4.05.     Taxes....................................................45
   SECTION 4.06.     Stay, Extension and Usury Laws...........................45

                                        i





   SECTION 4.07.     Restricted Payments......................................45
   SECTION 4.08.     Dividend and Other Payment Restrictions Affecting
                     Restricted Subsidiaries..................................48
   SECTION 4.09.     Incurrence of Indebtedness and Issuance of
                     Preferred Stock..........................................49
   SECTION 4.10.     Asset Sales..............................................52
   SECTION 4.11.     Transactions With Affiliates.............................53
   SECTION 4.12.     Liens....................................................54
   SECTION 4.13.     Sale and Leaseback Transactions..........................54
   SECTION 4.14.     Offer to Purchase Upon Change of Control.................54
   SECTION 4.15.     Corporate Existence......................................56
   SECTION 4.16.     Anti-Layering............................................57

ARTICLE 5 SUCCESSORS..........................................................57

   SECTION 5.01.     Merger, Consolidation, or Sale of Assets.................57
   SECTION 5.02.     Successor Corporation Substituted........................57

ARTICLE 6 DEFAULTS AND REMEDIES...............................................58

   SECTION 6.01.     Events of Default........................................58
   SECTION 6.02.     Acceleration.............................................60
   SECTION 6.03.     Other Remedies...........................................60
   SECTION 6.04.     Waiver of Past Defaults..................................61
   SECTION 6.05.     Control by Majority......................................61
   SECTION 6.06.     Limitation on Suits......................................61
   SECTION 6.07.     Rights of Holders of Notes to Receive Payment............62
   SECTION 6.08.     Collection Suit By Trustee...............................62
   SECTION 6.09.     Trustee May File Proofs of Claim.........................62
   SECTION 6.10.     Priorities...............................................63
   SECTION 6.11.     Undertaking for Costs....................................63

ARTICLE 7 TRUSTEE.............................................................63

   SECTION 7.01.     Duties of Trustee........................................63
   SECTION 7.02.     Rights of Trustee........................................65
   SECTION 7.03.     Individual Rights of Trustee.............................65
   SECTION 7.04.     Trustee's Disclaimer.....................................65
   SECTION 7.05.     Notice of Defaults.......................................66
   SECTION 7.06.     Reports By Trustee to Holders of the Notes...............66
   SECTION 7.07.     Compensation and Indemnity...............................66
   SECTION 7.08.     Replacement of Trustee...................................67
   SECTION 7.09.     Successor Trustee By Merger, etc.........................68
   SECTION 7.10.     Eligibility; Disqualification............................68
   SECTION 7.11.     Preferential Collection of Claims Against the
                     Company..................................................69

ARTICLE 8 LEGAL DEFEASANCE AND COVENANT
             DEFEASANCE.......................................................69

                                       ii





   SECTION 8.01.     Discharge of Indenture...................................69
   SECTION 8.02.     Option to Effect Legal Defeasance or Covenant
                     Defeasance...............................................69
   SECTION 8.03.     Legal Defeasance and Discharge...........................69
   SECTION 8.04.     Covenant Defeasance......................................70
   SECTION 8.05.     Conditions to Legal or Covenant Defeasance...............71
   SECTION 8.06.     Deposited Money and Government Securities To Be
                     Held in Trust; Other Miscellaneous Provisions............72
   SECTION 8.07.     Repayment to the Company.................................73
   SECTION 8.08.     Reinstatement............................................73

ARTICLE 9 AMENDMENT, SUPPLEMENT AND WAIVER....................................73

   SECTION 9.01.     Without Consent of Holders of the Notes..................73
   SECTION 9.02.     With Consent of Holders of Notes.........................74
   SECTION 9.03.     Compliance With Trust Indenture Act......................75
   SECTION 9.04.     Revocation and Effect of Consents........................76
   SECTION 9.05.     Notation on or Exchange of Notes.........................76
   SECTION 9.06.     Trustee to Sign Amendments, etc..........................76

ARTICLE 10 SUBORDINATION......................................................76

   SECTION 10.01.    Agreement to Subordinate.................................76
   SECTION 10.02.    Liquidation; Dissolution; Bankruptcy.....................77
   SECTION 10.03.    Default on Designated Senior Debt........................77
   SECTION 10.04.    Acceleration of Notes....................................78
   SECTION 10.05.    When Distribution Must Be Paid Over......................78
   SECTION 10.06.    Notice By Company........................................79
   SECTION 10.07.    Subrogation..............................................79
   SECTION 10.08.    Relative Rights..........................................79
   SECTION 10.09.    Subordination May Not Be Impaired By Company.............79
   SECTION 10.10.    Distribution or Notice to Representative.................80
   SECTION 10.11.    Rights of Trustee and Paying Agent.......................80
   SECTION 10.12.    Authorization to Effect Subordination....................80

ARTICLE 11 GUARANTEE OF NOTES.................................................81

   SECTION 11.01.    Guarantees...............................................81
   SECTION 11.02.    Execution and Delivery of Guarantee......................82
   SECTION 11.03.    Guarantors May Consolidate, etc., on Certain
                     Terms....................................................82
   SECTION 11.04.    Releases Following Sale of Assets........................83
   SECTION 11.05.    Additional Guarantors....................................83
   SECTION 11.06.    Limitation On Guarantor Liability........................84
   SECTION 11.07.    "Trustee" To Include Paying Agent........................84
   SECTION 11.08.    Rights of Contribution...................................84

ARTICLE 12 SUBORDINATION OF GUARANTEES........................................85

   SECTION 12.01.    Agreement To Subordinate.................................85

                                       iii





   SECTION 12.02.    Liquidation; Dissolution; Bankruptcy.....................85
   SECTION 12.03.    Default on Designated Guarantor Senior Debt..............86
   SECTION 12.04.    Acceleration of Notes....................................86
   SECTION 12.05.    When Distribution Must Be Paid Over......................86
   SECTION 12.06.    Notice By Guarantor......................................87
   SECTION 12.07.    Subrogation..............................................87
   SECTION 12.08.    Relative Rights..........................................88
   SECTION 12.09.    Subordination May Not Be Impaired By Guarantor...........88
   SECTION 12.10.    Distribution or Notice to Representative.................88
   SECTION 12.11.    Rights of Trustee and Paying Agent.......................88
   SECTION 12.12.    Authorization To Effect Subordination....................89

ARTICLE 13 HOLDERS' LISTS.....................................................89

   SECTION 13.01.    Company to Furnish Trustee Names and Addresses
                     of Holders...............................................89
   SECTION 13.02.    Preservation of Information; Communications to
                     Holders..................................................89

ARTICLE 14 MISCELLANEOUS......................................................90

   SECTION 14.01.    Trust Indenture Act Controls.............................90
   SECTION 14.02.    Notices..................................................90
   SECTION 14.03.    Communication By Holders of Notes with Other
                     Holders of Notes.........................................92
   SECTION 14.04.    Certificate and Opinion as to Conditions Precedent.......92
   SECTION 14.05.    Statements Required in Certificate or Opinion............92
   SECTION 14.06.    Rules by Trustee and Agents..............................93
   SECTION 14.07.    No Personal Liability of Directors, Officers,
                     Employees and Stockholders; Benefits of Indenture........93
   SECTION 14.08.    Governing Law............................................94
   SECTION 14.09.    No Adverse Interpretation of Other Agreements............94
   SECTION 14.10.    Successors...............................................94
   SECTION 14.11.    Severability.............................................94
   SECTION 14.12.    Originals................................................94
   SECTION 14.13.    Table of Contents, Headings, etc.........................94


                                       iv





         INDENTURE  dated  as of March  5,  1998  among  CONMED  Corporation,  a
corporation  duly organized and existing under the laws of the State of New York
(the  "Company"),  having its principal  office at 310 Broad Street,  Utica, New
York 13501,  the  Guarantors (as  hereinafter  defined) and First Union National
Bank,  as trustee (the  "Trustee")  having its office at 10 State House  Square,
Hartford, CT 06103.

                                    RECITALS

         The  Company  has duly  authorized  the  creation of an issue of its 9%
Senior  Subordinated Notes due 2008 (the "Notes") of substantially the tenor and
amount  hereinafter set forth,  and to provide  therefor the Company and each of
the  Guarantors  have  duly  authorized  the  execution  and  delivery  of  this
Indenture.

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

         NOW, THEREFORE, THIS INDENTURE WITNESSETH:

         For and in  consideration of the premises and the purchase of the Notes
by the Holders  thereof,  the Company,  the  Guarantors and the Trustee agree as
follows for the  benefit of each other and for the equal and ratable  benefit of
the holders (the "Holders") of the Notes:


                                    ARTICLE 1
                          DEFINITIONS AND INCORPORATION
                                  BY REFERENCE

SECTION 1.01.  DEFINITIONS.

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

         (1) the terms defined herein have the meanings  assigned to them herein
     and include the plural as well as the singular;

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

         (3) all accounting terms not otherwise defined herein have the meanings
     assigned  to  them  in  accordance  with  generally   accepted   accounting
     principles  (whether  or not such is  indicated  herein),  and,  except  as
     otherwise  herein  expressly   provided,   the  term  "generally   accepted
     accounting   principles"  with  respect  to  any  computation  required  or
     permitted hereunder shall mean such accounting principles





     as are  generally  accepted  as  consistently  applied  by the  Company  at
     December 31, 1997;

         (4) unless otherwise specifically set forth herein, all calculations or
     determinations  of a Person shall be  performed  or made on a  consolidated
     basis in accordance with generally accepted accounting principles but shall
     not include the accounts of Unrestricted Subsidiaries, except to the extent
     of dividends and  distributions  actually paid to the Company or one of its
     Wholly Owned Subsidiaries; and

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

     "Acquired  Debt"  means,  with  respect  to  any  specified   Person,   (i)
Indebtedness  of any other Person  existing at the time such other Person merges
with or into or  becomes  a  Subsidiary  of  such  specified  Person,  including
Indebtedness  incurred in connection  with, or in  contemplation  of, such other
Person merging with or into or becoming a Subsidiary of such  specified  Person,
and (ii)  Indebtedness  secured by a Lien encumbering any asset acquired by such
specified Person.

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

     "Agent" means the Note Registrar or any Paying Agent.

     "Asset Sale" means (i) the sale, lease, conveyance, or other disposition by
the  Company or any of its  Restricted  Subsidiaries  of any assets  (including,
without  limitation,  by way of a sale and leaseback) other than in the ordinary
course  of  business  (provided  that  the  sale,  lease,  conveyance  or  other
disposition  of all or  substantially  all of the assets of the  Company and its
Restricted  Subsidiaries taken as a whole shall be governed by the provisions of
Section 5.01 and not by the  provisions  of Section  4.10) and (ii) the issue or
sale by the Company or any of its Restricted Subsidiaries of Equity Interests of
any of the Company's Restricted  Subsidiaries (other than directors'  qualifying
shares), in the case of clauses (i) and (ii), whether in a single transaction or
a series of related  transactions (a) that have a fair market value in excess of
$5.0 million or (b) for Net Proceeds in excess of $5.0 million.  Notwithstanding
the  foregoing:  (i) a  transfer  of  assets  by  the  Company  to a  Restricted
Subsidiary,  by a Restricted  Subsidiary to the Company or to another Restricted
Subsidiary  or a  Holding  Company  Restructuring;  (ii) an  issuance  of Equity
Interests by a  Restricted  Subsidiary  to the Company or to another  Restricted
Subsidiary; (iii) a Restricted


                                      -2-



Payment that is permitted by Section 4.07; (iv) the sale and leaseback of any
assets within 90 days of the acquisition of such assets; (v) a sale of
Receivables and Related Assets to or by a Securitization Subsidiary in
connection with a Permitted Receivable Financing; (vi) any disposition of
property in the ordinary course of business by the Company or any of its
Restricted Subsidiaries that, in the good faith judgment of management of the
Company, has become obsolete or worn out; (vii) any disposition of inventory in
the ordinary course of business; (viii) any exchange by the Company or any
Restricted Subsidiary of assets for assets of another Person (provided, that (A)
all or substantially all of the property received by the Company or any
Restricted Subsidiary in such exchange is of a type used in a Related Business
(or constitutes Capital Stock of a Person engaged in a Related Business or
cash), (B) no Default or Event of Default shall have occurred and be continuing
as a result of such exchange, (C) a majority of the Board of Directors of the
Company shall have determined in their good faith judgment that such exchange is
fair to the Company or the applicable Restricted Subsidiary, as the case may be,
(D) in the event the Company or a Restricted Subsidiary, as the case may be,
receives any Capital Stock of a Person pursuant to such exchange, if such Person
does not become a Restricted Subsidiary of the Company by virtue of such
exchange, then such exchange shall be deemed to be a Restricted Payment by the
Company reducing the Restricted Payments basket under clause (c) of the first
paragraph of Section 4.07 hereof, and (E) in the event the Company or a
Restricted Subsidiary, as the case may be, receives cash pursuant to such
exchange, such cash received shall be applied in the manner applicable to Net
Proceeds from Asset Sales pursuant to Section 4.10 hereof); (ix) any loans or
other transfers of equipment to customers of the Company for use with the
Company's disposable medical products; provided, that the fair market value of
any such equipment loaned or otherwise transferred to any one customer in any
one year shall not exceed $5.0 million in the aggregate; and (x) the sale or
issuance of a minimal number of any Foreign Subsidiary's Equity Interests to a
foreign national to the extent required by local law or in a jurisdiction
outside of the United States, will not be deemed to be Asset Sales.

     "Attributable  Debt" in respect of a sale and leaseback  transaction means,
at the time of  determination,  the  present  value  (discounted  at the rate of
interest  implicit in such  transaction,  determined in accordance with GAAP) of
the obligation of the lessee for net rental  payments  during the remaining term
of the lease  included in such sale and  leaseback  transaction  (including  any
period  for which  such  lease has been  extended  or may,  at the option of the
lessor, be extended).

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

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

     "Business Day" means any day other than a Legal Holiday.

     "Capital Lease Obligation" means, at the time any determination  thereof is
to be made, the amount of the liability in respect of a capital lease that would
at such time be so


                                      -3-



required to be capitalized on the balance sheet in accordance with GAAP.

     "Capital  Stock" means (i) in the case of a corporation,  corporate  stock,
(ii) in the case of an  association  or  business  entity,  any and all  shares,
interests,  participations,  rights or other equivalents (however designated) of
corporate  stock,  (iii) in the  case of a  partnership,  partnership  interests
(whether  general or limited) and (iv) any similar  participation  in profits or
losses or equity of a Person.

     "Cash  Equivalents"  means  (i) U.S.  dollars,  (ii)  securities  issued or
directly and fully guaranteed or insured by the U.S. government or any agency or
instrumentality  thereof  having  maturities  of not more than one year from the
date of acquisition,  (iii) certificates of deposit and eurodollar time deposits
with  maturities  of one year or less  from the  date of  acquisition,  bankers'
acceptances  with maturities not exceeding one year and overnight bank deposits,
in each  case with any  commercial  bank or trust  company  having  capital  and
surplus in excess of $300 million,  (iv) repurchase  obligations  with a term of
not more than seven days for  underlying  securities  of the types  described in
clauses (ii) and (iii) above entered into with any financial institution meeting
the qualifications  specified in clause (iii) above, (v) commercial paper having
the highest rating obtainable from Moody's Investors Service,  Inc.  ("Moody's")
or Standard & Poor's Ratings Services, a division of the McGraw-Hill  Companies,
Inc.  ("S&P")  and in each  case  maturing  within  one year  after  the date of
acquisition,  (vi) investment  funds investing 95% of their assets in securities
of the types described in clauses (i)-(v) above, (vii) readily marketable direct
obligations issued by any state of the United States of America or any political
subdivision  thereof having one of the two highest rating categories  obtainable
from  either  Moody's  or S&P and  (viii)  Indebtedness  with a rating of "A" or
higher from S&P or "A2" or higher from Moody's.

     "Change of Control" means the  occurrence of any of the following:  (i) any
sale, lease,  transfer,  conveyance or other  disposition  (other than by way of
merger or consolidation) in one or a series of related  transactions,  of all or
substantially  all of the assets of the Company and its Subsidiaries  taken as a
whole to any  "person"  (as  defined in Section  13(d) of the  Exchange  Act) or
"group" (as defined in Sections 13(d)(3) and 14(d)(2) of the Exchange Act); (ii)
the adoption of a plan for the liquidation or dissolution of the Company;  (iii)
the Company  consolidates  with,  or merges with or into,  another  "person" (as
defined  above) or "group"  (as  defined  above) in a  transaction  or series of
related  transactions in which the Voting Stock of the Company is converted into
or  exchanged  for cash,  securities  or other  property,  other  than a Holding
Company  Restructuring or any transaction where (A) the outstanding Voting Stock
of the Company is  converted  into or  exchanged  for Voting  Stock  (other than
Disqualified  Stock) of the surviving or transferee  corporation  and (B) either
(1) the  "beneficial  owners"  (as  defined in Rules  13d-3 and 13d-5  under the
Exchange Act) of the outstanding  Voting Stock of the Company  immediately prior
to such transaction own beneficially, directly or indirectly through one or more
Subsidiaries,  not less than a majority of the total outstanding Voting Stock of
the surviving or transferee  corporation  immediately  after such transaction or
(2) if,  immediately  prior to such  transaction  the  Company  is a  direct  or
indirect  Subsidiary of any other Person (each such other  Person,  the "Holding
Company"),  the "beneficial owners" (as defined above) of the outstanding Voting
Stock of such Holding


                                      -4-



Company immediately prior to such transaction own beneficially, directly or
indirectly through one or more Subsidiaries, not less than a majority of the
outstanding Voting Stock of the surviving or transferee corporation immediately
after such transaction; (iv) the consummation of any transaction or series of
related transactions (including, without limitation, by way of merger or
consolidation) the result of which is that any "person" (as defined above) or
"group" (as defined above) becomes the "beneficial owner" (as defined above) of
more than 50% of the voting power of the Voting Stock of the Company or (v)
during any consecutive two-year period, the first day on which a majority of the
members of the Board of Directors of the Company who were members of the Board
of Directors of the Company at the beginning of such period are not Continuing
Directors.

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

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

     "Company  Request"  or  "Company  Order"  means a written  request or order
signed in the name of the Company by an Officer of the Company, and delivered to
the Trustee.

     "Consolidated EBITDA" means, with respect to any Person for any period, the
Consolidated Net Income of such Person and its Restricted  Subsidiaries for such
period,  plus, to the extent deducted in computing  Consolidated Net Income, (i)
the  provision  for taxes  based on income or  profits  of such  Person  and its
Restricted  Subsidiaries for such period, (ii) Consolidated  Interest Expense of
such Person for such period,  (iii)  depreciation  and  amortization  (including
amortization of goodwill, organization costs, covenants not to compete and other
intangibles) and all other non-cash charges  (excluding any such non-cash charge
to the extent that it  represents  an accrual of or reserve for cash  charges in
any future period or  amortization  of a prepaid cash expense that was paid in a
prior period) of such Person and its Restricted Subsidiaries for such period and
(iv) the effect of any  write-ups of  inventory  balances of such Person and its
Restricted  Subsidiaries  in connection  with an acquisition  accounted for as a
purchase  transaction,  in each case,  on a  consolidated  basis  determined  in
accordance  with GAAP.  Notwithstanding  the foregoing,  the provision for taxes
based on the income or profits of, and the  depreciation  and  amortization  and
other non-cash charges of, a Restricted Subsidiary of a Person shall be added to
Consolidated Net Income to compute  Consolidated  EBITDA only to the extent (and
in the same  proportion)  that the Net Income of such Restricted  Subsidiary was
included in calculating the Consolidated Net Income of such Person.

     "Consolidated  Interest  Expense" means, with respect to any Person for any
period, the interest expense of such Person and its Restricted  Subsidiaries for
such  period,  on a  consolidated  basis,  determined  in  accordance  with GAAP
(including amortization of original


                                      -5-



issue discount, non-cash interest payments, the interest component of all
payments associated with Capital Lease Obligations, net payments, if any,
pursuant to Hedging Obligations and imputed interest with respect to
Attributable Debt and excluding amortization of deferred financing costs.

     "Consolidated Net Income" means, with respect to any Person for any period,
the aggregate of the Net Income of such Person and its  Restricted  Subsidiaries
for such period,  on a consolidated  basis,  determined in accordance with GAAP;
provided,  however, that (i) the Net Income (but not loss) of any Person that is
not a Restricted  Subsidiary  or that is accounted  for by the equity  method of
accounting  shall be included  only to the extent of the amount of  dividends or
distributions paid to the referent Person or a Restricted  Subsidiary thereof in
cash,  (ii) the Net Income of any  Person  acquired  in a pooling  of  interests
transaction  for any  period  prior  to the  date of such  acquisition  shall be
included, (iii) the cumulative effect of a change in accounting principles shall
be excluded,  (iv) the portion of net income of the Company and its Consolidated
Subsidiaries  allocable to investments in  unconsolidated  Persons to the extent
that cash  dividends or  distributions  have not actually  been  received by the
Company or one of its  Consolidated  Subsidiaries  shall be excluded  until such
cash is received and (v) the Net Income of any  Restricted  Subsidiary  shall be
excluded to the extent that the  declaration  or payment of dividends or similar
distributions by that Restricted Subsidiary of Net Income is not, at the date of
determination,  permitted without any prior governmental approval (which has not
been  obtained)  or,  directly or  indirectly,  by operation of the terms of its
charter  or  any  agreement  (other  than  any  Credit  Agreement),  instrument,
judgment,  decree, order, statute, rule or governmental regulation applicable to
that Restricted Subsidiary.

     "Continuing  Directors" means, as of any date of determination,  any member
of the Board of Directors  of the  relevant  Person who (i) was a member of such
Board of  Directors  on the date hereof or (ii) was  nominated  for  election or
elected to such  Board of  Directors  with the  approval  of a  majority  of the
Continuing  Directors who were members of such Board of Directors at the time of
such nomination or election.

     "Corporate  Trust  Office of the  Trustee"  shall be at the  address of the
Trustee  specified in Section 14.02 hereof or such other address as to which the
Trustee may give notice to the Company.

     "Credit  Agreement"  means the Credit  Facility  and one or more  borrowing
arrangements to be entered into by and between the Company and/or one or more of
its Subsidiaries and a commercial bank or other institutional lender,  including
any  related  notes,  security  documentation,  guarantees,  letters  of credit,
collateral   documents,   instruments  and  agreements  executed  in  connection
therewith,  including  any  appendices,  exhibits  or  schedules  to  any of the
foregoing,  and in each  case  as  such  agreements  may be  amended,  modified,
supplemented or restated from time to time, or refunded, refinanced, restricted,
replaced,  renewed,  repaid  or  extended  from time to time  (whether  with the
original agents and lenders or other agents or lenders or otherwise, and whether
provided under the original  credit  agreement or credit  agreements and whether
for the same or a different amount or


                                      -6-



otherwise) on one or more occasions.

     "Credit Facility" means that certain credit agreement,  providing for up to
$450 million aggregate principal amount of borrowings,  dated as of December 29,
1997 and as amended through the date hereof,  by and among the Company,  certain
Subsidiaries,  the several  lenders party  thereto,  Chase  Securities  Inc., as
arranger and  syndication  agent,  Salomon  Brothers  Holding  Company,  Inc, as
documentation agent, and The Chase Manhattan Bank, as administrative  agent, and
any  related  notes,  security  documentation,  guarantees,  letters  of credit,
collateral   documents,   instruments  and  agreements  executed  in  connection
therewith,  including  any  appendices,  exhibits  or  schedules  to  any of the
foregoing,  and in each  case  as  such  agreements  may be  amended,  modified,
supplemented   or  restated  from  time  to  time,   or  refunded,   refinanced,
restructured,  replaced,  renewed, repaid or extended from time to time (whether
with the original  agents and lenders or other  agents or lenders or  otherwise,
and  whether  provided  under the  original  credit  agreement  or other  credit
agreements  and whether for the same or a different  amount or otherwise) on one
or more occasions.

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

     "Definitive Notes" means any Notes other than a Global Note.

     "Depositary" means, with respect to Notes issuable or issued in whole or in
part in  global  form  hereunder,  unless  otherwise  specified  by the  Company
pursuant to Section 2.12, The Depository  Trust Company,  New York, New York, or
any successor thereto  registered as a clearing agency under the Exchange Act or
other applicable statute or regulations.

     "Designated  Guarantor  Senior Debt" means,  with respect to any Guarantor,
(i) so long as any  Indebtedness  of such  Guarantor  is  outstanding  under the
Credit  Facility,  such  Indebtedness,  and (ii) any other Guarantor Senior Debt
permitted  hereunder the principal  amount of which is $25.0 million or more and
that has been designated by the Guarantor as "Designated Guarantor Senior Debt."

     "Designated  Senior  Debt"  means  (i)  so  long  as  any  Indebtedness  is
outstanding  under the Credit  Facility,  such  Indebtedness  and (ii) any other
Senior Debt permitted  hereunder the principal  amount of which is $25.0 million
or more and that has been designated by the Company as "Designated Senior Debt."

     "Disqualified  Stock" means that portion of any Capital Stock which, 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 (other than an event
which would constitute a Change of Control),  matures (excluding any maturity as
the result of an optional  redemption by the issuer  thereof) or is  mandatorily
redeemable, pursuant to a sinking fund obligation or otherwise, or is redeemable
at the sole  option  of the  holder  thereof  (except,  in each  case,  upon the
occurrence of a Change of Control) on or prior to the final maturity date of the


                                      -7-



Notes.

     "Equity  Interests" means Capital Stock and all warrants,  options or other
rights  (including  rights under a shareholder  rights plan) to acquire  Capital
Stock (but excluding any debt security that is convertible into, or exchangeable
for, Capital Stock).

     "Excess Amount" means,  with respect to any Credit Facility,  the amount by
which  aggregate  payments of principal  made  thereunder  exceed the  aggregate
payments of principal required to be made through the date of determination,  in
respect of any term Indebtedness, under the amortization schedule of such Credit
Facility.

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

     "Exchange  Notes" means Notes having terms  substantially  identical in all
material  respects to the Rule 144A Notes for which they are to be  exchanged in
the Exchange Offer, except that (i) the Exchange Notes will have been registered
under the Securities Act and,  therefore,  will not bear legends restricting the
transfer  thereof,  and (ii)  Holders of Exchange  Notes will not be entitled to
certain  rights of  holders  of Rule 144A Notes  under the  Registration  Rights
Agreement.

     "Exchange Offer" means the registration by the Company under the Securities
Act of the Exchange Notes pursuant to the Exchange Offer Registration  Statement
under which the Company  shall  offer the Holders of all  Outstanding  Notes the
opportunity  to exchange all such  Outstanding  Notes for  Exchange  Notes in an
aggregate  principal amount equal to the aggregate principal amount of the Notes
tendered in such exchange offer by such Holders.

     "Exchange Offer  Registration  Statement" means the registration  statement
relating to the Exchange Offer, including the related prospectus.

     "Existing   Indebtedness"   means  Indebtedness  of  the  Company  and  its
Restricted  Subsidiaries (other than the Indebtedness under the Credit Facility)
in existence on the date hereof until such amounts are repaid.

     "Fixed Charges" means,  with respect to any Person for any period,  the sum
of (i) the Consolidated Interest Expense of such Person for such period and (ii)
any interest expense on Indebtedness of another Person that is (A) guaranteed by
the referent Person or one of its Restricted  Subsidiaries  (whether or not such
guarantee is called upon) (other than guarantees permitted under clause (xvi) of
the second  paragraph  under  Section  4.09  hereof) or (B) secured by a Lien on
assets of such Person or one of its Restricted Subsidiaries (whether or not such
Lien is called upon);  provided that with respect to clause (ii)(B),  the amount
of Indebtedness (and attributable interest expense) shall be equal to the lesser
of (I) the principal  amount of the  Indebtedness  secured by the assets of such
Person or one of its Restricted  Subsidiaries and (II) the fair market value (as
determined  by the  Board  of  Directors  of such  Person  and set  forth  in an
Officer's  Certificate  delivered  to the Trustee) of the assets  securing  such
Indebtedness  and (iii)  the  product  of (a) all cash  dividend  payments  (and
non-cash


                                      -8-



dividend payments in the case of a Person that is a Restricted Subsidiary) on
any series of preferred stock of such Person, times (b) a fraction, the
numerator of which is one and the denominator of which is one minus the then
current combined federal, state and local statutory tax rate of such Person,
expressed as a decimal, in each case, on a consolidated basis and in accordance
with GAAP.

     "Fixed Charge  Coverage  Ratio"  means,  with respect to any Person for any
period,  the ratio of the Consolidated  EBITDA of such Person and its Restricted
Subsidiaries  for such  period  to the  Fixed  Charges  of such  Person  and its
Restricted Subsidiaries for such period. In the event that the Company or any of
its  Restricted  Subsidiaries  incurs,   assumes,   guarantees  or  redeems  any
Indebtedness  (other  than  revolving  credit  borrowings)  or issues or redeems
preferred stock subsequent to the commencement of the period for which the Fixed
Charge Coverage Ratio is being calculated,  but on or prior to the date on which
the event for which the  calculation of the Fixed Charge  Coverage Ratio is made
(the  "Calculation  Date"),  then  the  Fixed  Charge  Coverage  Ratio  shall be
calculated giving pro forma effect to such incurrence,  assumption, guarantee or
redemption of  Indebtedness,  or such issuance or redemption of preferred stock,
as if the same had  occurred at the  beginning  of the  applicable  four-quarter
reference period. For purposes of making the computation  referred to above, (i)
acquisitions  that  have  been  made  by the  Company  or any of its  Restricted
Subsidiaries,  including  through  mergers or  consolidations  and including any
related  financing  transactions,  during the  four-quarter  reference period or
subsequent  to such  reference  period and on or prior to the  Calculation  Date
shall be deemed to have occurred on the first day of the four-quarter  reference
period and shall give pro forma effect to the  Indebtedness and the Consolidated
EBITDA of the  Person  which is the  subject of any such  acquisition,  (ii) the
Consolidated  EBITDA attributable to discontinued  operations,  as determined in
accordance  with GAAP,  and  operations or  businesses  disposed of prior to the
Calculation  Date,  shall  be  excluded,  (iii)  Consolidated  Interest  Expense
attributable  to  interest  on  any  Indebtedness  (whether  existing  or  being
incurred)  computed on a pro forma basis and  bearing a floating  interest  rate
shall be computed as if the rate in effect on the Calculation  Date had been the
applicable  rate for the entire period,  (iv) pro forma effect shall be given to
Asset Sales and asset  acquisitions  (including  giving pro forma  effect to the
application  of the proceeds of any Asset Sale) that occur during such period or
thereafter and on or prior to the  Calculation  Date as if they had occurred and
such  proceeds  had been  applied on the first day of such  period,  and (v) pro
forma  effect  shall be given to Asset Sales and asset  acquisitions  (including
giving pro forma effect to the application of proceeds of any Asset Sale and any
related financing in connection with any asset  acquisition) that have been made
by any Person that has become a Restricted Subsidiary or has been merged with or
into the Company or any Restricted Subsidiary during such four-quarter reference
period or subsequent to such period and prior to the  Calculation  Date and that
would  have  constituted  Asset  Sales or  acquisitions  had  such  transactions
occurred when such Person was a Restricted  Subsidiary as if such Asset Sales or
asset  acquisitions were Asset Sales or asset  acquisitions that occurred on the
first  day of such  period  as if they had  occurred  on the  first  day of such
period.

     "Foreign  Subsidiary"  means  any  Restricted  Subsidiary  of  the  Company
organized


                                      -9-



and existing under the laws of any jurisdiction outside the United States.

     "GAAP" means  generally  accepted  accounting  principles  set forth in the
opinions and  pronouncements  of the  Committee on Auditing  Procedures  and the
Accounting  Principles  Board of the  American  Institute  of  Certified  Public
Accountants  and  statements  and  pronouncements  of the  Financial  Accounting
Standards  Board,  the Commission or in such other opinions,  pronouncements  or
statements by such other entities,  including practice within the profession, as
may  be  approved  or  followed  by a  significant  segment  of  the  accounting
profession  of the United  States,  which are in effect or followed from time to
time. All determinations  (including all ratios and computations)  based on GAAP
contained  herein  shall be  computed  in  conformity  with GAAP as in effect on
December 31, 1997.

     "Global   Note"  means  a  Note  which  is  executed  by  the  Company  and
authenticated  and delivered by the Trustee to the Depositary or pursuant to the
Depositary's instruction,  all in accordance with this Indenture and pursuant to
a Company Order,  which shall be registered in the name of the Depositary or its
nominee and which shall  represent,  and shall be denominated in an amount equal
to the aggregate  principal  amount of, all of the Notes or any portion thereof,
but not including any Notes that are no longer Outstanding,  and having the same
terms,  including,  without  limitation,  the same original issue date,  date or
dates on which principal is due, and rate of interest.

     "Government   Securities"  means  direct  obligations  of,  or  obligations
guaranteed  by, the United States of America for the payment of which  guarantee
or obligations the full faith and credit of the United States is pledged.

     "guarantee"  means a guarantee  (other than by  endorsement  of  negotiable
instruments  for  collection  in the  ordinary  course of  business),  direct or
indirect,  in any manner (including,  without limitation,  letters of credit and
reimbursement  agreements in respect thereof but excluding contractual indemnity
obligations, of all or any part of any indebtedness) in accordance with GAAP.

     "Guarantee" means the guarantee of the Notes by the Guarantors  pursuant to
Article 11.

     "Guarantee  Obligations"  means  any  principal,  interest  (including  any
interest  accruing  subsequent  to the filing of a petition of bankruptcy at the
date provided in the  documentation  with respect  thereto,  whether or not such
interest  is  an  allowed  claim  under   applicable  law),   penalties,   fees,
indemnifications,  reimbursements,  damages and other  liabilities  payable with
respect to the Guarantees.

     "Guarantor"  means each of (i) the  Subsidiaries of the Company (other than
Foreign Subsidiaries,  Immaterial Subsidiaries and Securitization  Subsidiaries)
in existence on the date hereof and (ii) any future Restricted Subsidiary (other
than  Foreign   Subsidiaries,   Immaterial   Subsidiaries   and   Securitization
Subsidiaries) and their respective successors and assigns.


                                      -10-



     "Hedging 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,  (ii) other  agreements  or
arrangements  designed to protect such Person against  fluctuations  in interest
rates or foreign exchange rates and (iii) indemnity  agreements and arrangements
entered into in connection  with the  agreements and  arrangements  described in
clauses (i) and (ii).

     "Holder"  means a Person  in whose  name a Note is  registered  in the Note
Register.

     "Holding Company Restructuring" means any merger,  consolidation or similar
transaction  (including a share  exchange under state law) or series of mergers,
consolidations or similar  transactions  (including share exchanges  pursuant to
state law) involving the Company,  its Restricted  Subsidiaries and/or any other
"person"  (as  defined  in  Section  13(d)  of  the  Exchange  Act)  consummated
principally for the purpose of  reorganizing  the Company's  operations  under a
holding company structure where (a) the outstanding  Voting Stock of the Company
is converted into or exchanged for Voting Stock (other than Disqualified  Stock)
of  the  surviving  or  transferee  corporation  (the  "New  Holding  Company");
provided,  that the  "beneficial  owners"  (as  defined in Rules 13d-3 and 13d-5
under  the  Exchange  Act)  of the  outstanding  Voting  Stock  of  the  Company
immediately  prior  to  such   transaction(s)  own  beneficially,   directly  or
indirectly  through one or more "persons" (as defined  above),  all of the total
outstanding  Voting  Stock of the New  Holding  Company  immediately  after such
transaction and (b) the Guarantee of each Subsidiary of the Company that becomes
a Subsidiary of the New Holding  Company as a result of such  transaction  shall
not be terminated in connection with such transaction.

     "Immaterial  Subsidiary" means any Restricted  Subsidiary designated by the
Company  as an  Immaterial  Subsidiary  and which  would  not be a  "significant
subsidiary" under Rule 1-02(w) of Regulation S-X, substituting all references in
such Rule to 10% with 5%;  provided,  that the  Company  may not  designate  any
Restricted  Subsidiary  as an  Immaterial  Subsidiary  if, giving effect to such
designation,  the combined total assets  (determined in accordance with GAAP) of
the Company and the  Guarantors  would  represent  less than 80% of the combined
total  assets  (determined  in  accordance  with  GAAP) of the  Company  and the
Restricted  Subsidiaries   (excluding  Foreign  Subsidiaries).   Any  Immaterial
Subsidiary  which  subsequent  to its  designation  as such  ceases  to meet the
foregoing  criteria  shall  thereupon  cease to be an Immaterial  Subsidiary and
shall become a Guarantor.

     "Incur" or "incur"  means,  with  respect  to any  Indebtedness  (including
Acquired Debt or Disqualified Stock), to create, incur, issue, assume,  guaranty
or otherwise  become  directly or  indirectly  liable for or with respect to, or
become  responsible for, the payment of such  Indebtedness  (including  Acquired
Debt or Disqualified  Stock);  provided that (i) neither the accrual of interest
nor the accretion of original  issue  discount shall be considered an incurrence
of Indebtedness  and (ii) the assumption of Indebtedness by the surviving entity
of a transaction  permitted by Section  11.03(a)  hereof or the last sentence of
Section 5.01 hereof in existence  at the time of such  transaction  shall not be
deemed an incurrence of Indebtedness.  The term "incurrence" has a corresponding
meaning.


                                      -11-



     "Indebtedness"  means, with respect to any Person without duplication,  (a)
any  indebtedness  of such  Person,  whether or not  contingent  (but  excluding
contractual indemnity obligations), in respect of borrowed money or evidenced by
bonds,  notes,  debentures  or  similar  instruments  or  letters  of credit (or
reimbursement  agreements  in respect  thereof) or  representing  Capital  Lease
Obligations  or the  deferred and unpaid  balance of the  purchase  price of any
property,   except   Indebtedness  shall  not  include  any  such  balance  that
constitutes an accrued  expense or trade payable,  or  representing  any Hedging
Obligations if and to the extent any of the foregoing  indebtedness  (other than
letters of credit and Hedging  Obligations)  would appear as a liability  upon a
balance  sheet  of  such  Person  prepared  in  accordance  with  GAAP,  (b) all
indebtedness of others secured by a Lien on any asset of such Person (whether or
not such  indebtedness  is assumed by such  Person)  and (c) the  maximum  fixed
repurchase price of Disqualified Stock issued by such Person and the liquidation
preference of preferred stock issued by such Person, in each case if held by any
Person other than the Company or a Restricted Subsidiary of the Company, and, to
the extent not  otherwise  included,  the  guarantee  by such Person of any such
indebtedness of any other Person.

     "Indenture"  means this Indenture,  as amended or supplemented from time to
time.

     "Indirect  Participant"  means a Person  who  holds an  interest  through a
Participant.

     "Interest Payment Date" shall have the meaning assigned to such term in the
Notes.

     "Investments"  means,  with respect to any Person,  all investments by such
Person in other Persons  (including  Affiliates) in the form of loans (including
guarantees),  advances or capital  contributions  (excluding loans to directors,
officers or employees (but not any forgiveness thereof) and commissions,  travel
and similar  advances to officers and employees  made in the ordinary  course of
business),  purchases or other  acquisitions for  consideration of Indebtedness,
Equity Interests or other  securities,  and all other items that are or would be
classified as investments  on a balance sheet prepared in accordance  with GAAP;
provided that an acquisition of assets,  Equity Interests or other securities by
the Company for  consideration  consisting  of common  equity  securities of the
Company  shall  not  be  deemed  to be an  Investment.  If  the  Company  or any
Restricted  Subsidiary of the Company sells or otherwise  disposes of any Equity
Interests of any direct or indirect Restricted Subsidiary of the Company, or any
Restricted  Subsidiary of the Company issues Equity Interests,  such that, after
giving  effect  to any such  sale or  disposition,  such  Person  is no longer a
Restricted  Subsidiary of the Company,  the Company shall be deemed to have made
an Investment on the date of any such sale, disposition or issuance equal to the
fair market value of the Equity  Interests of such Person held by the Company or
such Restricted Subsidiary  immediately following any such sale,  disposition or
issuance.

     "Legal  Holiday"  means a  Saturday,  a Sunday  or a day on  which  banking
institutions  in the City of New York or at a place of payment are authorized by
law,  regulation  or executive  order to remain  closed.  If a payment date is a
Legal  Holiday at a place of  payment,  payment may be made at that place on the
next succeeding day that is not a Legal Holiday,


                                      -12-



and no interest shall accrue for the intervening period.

     "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).

     "Liquidated  Damages" means all  liquidated  damages then owing pursuant to
Section 5 of the Registration Rights Agreement.

     "Net Income"  means,  with respect to any Person,  the net income (loss) of
such Person,  determined in accordance with GAAP,  excluding,  however,  (i) any
gain or loss,  together  with any  related  provision  for taxes on such gain or
loss,  realized  in  connection  with (a) any  Asset  Sale  (including,  without
limitation, dispositions pursuant to sale and leaseback transactions) or (b) the
extinguishment  of any  Indebtedness  of such  Person  or any of its  Restricted
Subsidiaries and (ii) any  extraordinary,  unusual or nonrecurring gain, charge,
expense  or  loss,  together  with  any  related  provision  for  taxes  on such
extraordinary, unusual or nonrecurring gain, charge, expense or loss.

     "Net Proceeds" means the aggregate cash proceeds received by the Company or
any of its  Restricted  Subsidiaries  in respect  of any Asset Sale  (including,
without limitation,  any cash received upon the sale or other disposition of any
non-cash  consideration  received in any Asset  Sale),  net of the direct  costs
relating to such Asset Sale (including,  without limitation,  legal,  accounting
and investment banking fees and sales  commissions) and any relocation  expenses
incurred as a result thereof, taxes paid or payable as a result thereof, amounts
required to be applied to the repayment of  Indebtedness  (other than  long-term
Indebtedness of a Restricted  Subsidiary of such Person and  Indebtedness  under
the  Credit  Facility)  secured  by a Lien on the asset or  assets  that are the
subject of such Asset Sale and any reserve for adjustment in respect of the sale
price of such asset or assets established in accordance with GAAP.

     "Non-Recourse Debt" means Indebtedness (i) no default with respect to which
(including  any rights  that the holders  thereof  may have to take  enforcement
action against an Unrestricted  Subsidiary) would permit (upon notice,  lapse of
time or both) any holder of any other  Indebtedness of the Company or any of its
Restricted Subsidiaries to declare a default on such other Indebtedness or cause
the payment  thereof to be accelerated or payable prior to its stated  maturity;
and (ii) as to which the lenders  have been  notified in writing  that they will
not have any  recourse  to the  stock or  assets  of the  Company  or any of its
Restricted Subsidiaries.

     "Note  Custodian"  means the Trustee,  as custodian for the Depositary with
respect to the Notes in global form, or any successor entity thereto.

     "Note Register" and "Note Registrar" have the respective meanings specified
in


                                      -13-



Section 2.03.

     "Notes"  means the Rule 144A Notes and  Exchange  Notes  issued  under this
Indenture. The Rule 144A Notes and the Exchange Notes shall constitute one class
of securities for all purposes, will vote and consent together on all matters as
one class and will not have the right to vote or consent as a separate  class on
any matter.

     "Obligations"   means   any   principal,    interest,    penalties,   fees,
indemnifications,  reimbursements,  damages,  guarantees  and other  liabilities
payable under the documentation governing any Indebtedness, in each case whether
now or hereafter existing, renewed or restructured,  whether or not from time to
time decreased or extinguished and later increased, created or incurred, whether
or not arising on or after the commencement of a proceeding under Bankruptcy Law
(including  post-petition interest) and whether or not allowed or allowable as a
claim in any such proceeding.

     "Officer" means, with respect to any Person, the Chairman of the Board, the
Chief Executive Officer,  the President,  the Chief Operating Officer, the Chief
Financial Officer, the Treasurer, any Assistant Treasurer,  the Controller,  the
Secretary or any Vice President of such Person.

     "Officer's Certificate" means a certificate signed on behalf of the Company
by an Officer of the Company and otherwise meeting the requirements,  if any, of
the Trust Indenture Act delivered to the Trustee.

     "Opinion of Counsel"  means an opinion from legal counsel who is reasonably
acceptable  to the Trustee.  The counsel may be an employee of or counsel to the
Company, any Subsidiary of the Company or the Trustee.

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

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

         (ii)  Notes for whose  payment  or  redemption  money in the  necessary
     amount has been theretofore  deposited with the Trustee or any Paying Agent
     (other than the Company) in trust or set aside and  segregated  in trust by
     the  Company  (if the  Company  shall act as its own Paying  Agent) for the
     Holders of such Notes;  provided  that,  if such Notes are to be  redeemed,
     notice of such redemption has been duly given pursuant to this Indenture or
     provision therefor satisfactory to the Trustee has been made; and

         (iii)  Notes  which  have  been paid  pursuant  to  Section  2.06 or in
     exchange  for or in lieu of which other Notes have been  authenticated  and
     delivered pursuant to this Indenture,  other than any such Notes in respect
     of which there shall have been presented to the Trustee proof  satisfactory
     to it that such Notes are held by a bona


                                      -14-



     fide  purchaser  in whose  hands  such Notes are valid  obligations  of the
     Company;

provided,  however,  that in  determining  whether the Holders of the  requisite
principal  amount of the  Outstanding  Notes  have  given any  request,  demand,
authorization,  direction,  notice, consent or waiver hereunder,  Notes owned by
the  Company or any other  obligor  upon the Notes or any  Guarantor  or of such
other  obligor shall be  disregarded  and deemed not to be  Outstanding,  except
that, in determining  whether the Trustee shall be protected in relying upon any
such request, demand, authorization,  direction, notice, consent or waiver, only
Notes which the Trustee knows to be so owned shall be so  disregarded.  Notes so
owned which have been  pledged in good faith may be regarded as  Outstanding  if
the pledgee  establishes to the  satisfaction of the Trustee the pledgee's right
so to act with  respect to such Notes and that the pledgee is not the Company or
any other  obligor  upon the Notes or any  Guarantor  or guarantor of such other
obligor.

     "Pari Passu  Indebtedness"  means  Indebtedness  of the Company which ranks
pari passu in right of payment with the Notes.

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

     "Permitted  Investments"  means  (i)  Investments  in the  Company  or in a
Restricted Subsidiary of the Company (including, without limitation,  guarantees
of  the  Indebtedness  and/or  other  Obligations  of  the  Company  and/or  any
Restricted  Subsidiary of the Company, so long as such Indebtedness and/or other
Obligations  are permitted  hereunder);  (ii)  Investments in Cash  Equivalents;
(iii) Investments by the Company or any Restricted Subsidiary of the Company in,
or the  purchase  of the  securities  of,  a  Person  if,  as a  result  of such
Investment,  (a) such Person  becomes a Restricted  Subsidiary of the Company or
(b) such  Person  is  merged,  consolidated  or  amalgamated  with or  into,  or
transfers or conveys  substantially all of its assets to, or is liquidated into,
the Company or a Restricted  Subsidiary  of the  Company;  (iv)  Investments  in
accounts and notes receivable  acquired in the ordinary course of business;  (v)
any  non-cash  consideration  received  in  connection  with an Asset  Sale that
complies with Section 4.10 hereof;  (vi)  Investments in connection with Hedging
Obligations   permitted  to  be  incurred  under  Section  4.09  hereof;   (vii)
Investments  outstanding on the date hereof;  (viii)  Investments  not to exceed
$25.0 million at any one time;  (ix) in the event the Company or any  Restricted
Subsidiary maintains any unfunded deferred compensation plan (within the meaning
of Title I of the Employee  Retirement Income Security Act of 1974, as amended),
to the extent  benefits  under such plan are  defined by  reference  to specific
investments,  whether at the  participant's  or the  beneficiaries'  election or
otherwise, any Investment in such a specific investment; (x) extensions of trade
credit in the ordinary  course of business;  (xi)  investments  (including  debt
obligations  and Equity  Interests) by the Company or any Restricted  Subsidiary
received in connection  with the bankruptcy or  reorganization  of suppliers and
customers and in settlement of  delinquent  obligations  of, and other  disputes
with,  customers and suppliers  arising in the ordinary course of business;  and
(xii) guarantees (other than those referred to in clause (i) above) permitted to
be incurred by the Company or any Restricted Subsidiary pursuant to Section 4.09
hereof.


                                      -15-



     "Permitted  Junior  Securities" shall mean debt or equity securities of the
Company or any successor corporation issued pursuant to a plan of reorganization
or  readjustment  of the Company that are subordinate to the payment of all then
outstanding  Senior  Debt at  least  to the  same  extent  that  the  Notes  are
subordinated  to the payment of all Senior Debt on the Closing  Date, so long as
(i) the effect of the use of this defined term in the  subordination  provisions
contained in Article 10 hereof is not to cause the Notes to be treated as a part
of (a) the same  class of claims as the  Senior  Debt or (b) any class of claims
pari passu with,  or senior to, the Senior Debt for any payment or  distribution
in any  case  or  proceeding  or  similar  event  relating  to the  liquidation,
insolvency, bankruptcy, dissolution, winding up or reorganization of the Company
and  (ii)  to the  extent  that  any  Senior  Debt  outstanding  on the  date of
consummation of any such plan of  reorganization  or readjustment is not paid in
full in cash on such date, either (a) the holders of any such Senior Debt not so
paid in full in cash have consented to the terms of such plan of  reorganization
or readjustment or (b) such holders receive  securities which constitute  Senior
Debt and  which  have  been  determined  by the  relevant  court  to  constitute
satisfaction  in full in money or money's  worth of any Senior  Debt not paid in
full in cash.

     "Permitted  Liens"  means  (i) Liens on  property  of the  Company  and any
Restricted  Subsidiary  securing (a) Senior Debt and/or (b) Hedging  Obligations
permitted to be incurred hereunder  pursuant to Section 4.09 hereof;  (ii) Liens
in favor of the Company or any of its  Restricted  Subsidiaries;  (iii) Liens on
property of a Person  existing at the time such Person is merged with or into or
consolidated  with the  Company or any  Restricted  Subsidiary  of the  Company;
provided,  that  such  Liens  were  not  incurred  in  connection  with,  or  in
contemplation  of, such merger or consolidation  and do not extend to any assets
of the Company or any Restricted Subsidiary of the Company other than the assets
acquired  in such  merger or  consolidation;  (iv) Liens on property of a Person
existing at the time such Person becomes a Restricted Subsidiary of the Company;
provided  that  such  Liens  were  not  incurred  in  connection   with,  or  in
contemplation of, such Person becoming a Restricted Subsidiary and do not extend
to any assets of the Company or any other Restricted  Subsidiary of the Company;
(v) Liens on property existing at the time of acquisition thereof by the Company
or any Restricted  Subsidiary of the Company;  provided that such Liens were not
incurred in connection with, or in contemplation of, such acquisition and do not
extend to any assets of the Company or any of its Restricted  Subsidiaries other
than the property so acquired;  (vi) Liens  imposed by law,  including  Liens to
secure the  performance  of  statutory  obligations,  surety or appeal  bonds or
performance  bonds,  or  landlords',  carriers',   warehousemen's,   mechanics',
suppliers',  materialmen's,  or other like  Liens,  in any case  incurred in the
ordinary  course of business and with respect to amounts not yet  delinquent  or
being  contested  in good faith by  appropriate  process of law, if a reserve or
other appropriate provision, if any, as is required by GAAP shall have been made
therefor; (vii) Liens existing on the date hereof; (viii) pledges or deposits by
such Person under worker's  compensation  laws,  unemployment  insurance laws or
similar  legislation,  or good faith deposits in connection with bids,  tenders,
contracts  (other than for the payment of  Indebtedness) or leases to which such
Person is a party, or deposits to secure public or statutory obligations of such
Person or deposits of cash or United States government bonds to secure surety or
appeal  bonds to which such  Person is a party,  or  deposits  as  security  for
contested taxes or import duties or for the payment of


                                      -16-



rent, in each case incurred in the ordinary course of business; provided that
any reserve or other appropriate provision as required in conformity with GAAP
shall have been made therefor; (ix) Liens for property taxes not yet subject to
penalties for non-payment or which are being contested in good faith and by
appropriate proceedings; provided that any reserve or other appropriate
provision as required in conformity with GAAP shall have been made therefor; (x)
Liens in favor of issuers of surety bonds or commercial letters of credit issued
pursuant to the request of and for the account of such Person in the ordinary
course of its business which encumber documents and other property or assets
relating to such letters of credit and products and proceeds therefor; (xi)
minor survey exceptions, minor encumbrances, easements or reservations of, or
rights of others for licenses, rights of way, sewers, electric lines, telegraph
and telephone lines and other similar purposes, or zoning or other restrictions
as to the use of real property or Liens incidental to the conduct of the
business of such Person or to the ownership of its properties which were not
incurred in connection with Indebtedness and which do not in the aggregate
materially impair their use in the operation of the business of such Person;
(xii) Liens securing Indebtedness incurred to finance the construction, purchase
or lease of, or repairs, improvements or additions to, inventory or other
property of such Person; provided that the Lien may not extent to any other
property owned by such Person or any of its Subsidiaries at the time the Lien is
incurred; (xiii) Liens on Receivables and Related Assets to reflect sales of
Receivables and Related Assets to and by a Securitization Subsidiary pursuant to
a Permitted Receivables Financing or securing Indebtedness permitted by clause
(xiii) of the second paragraph of Section 4.09 hereof; (xiv) Liens securing
Indebtedness represented by any industrial revenue bonds, pollution control
bonds or other tax exempt financing; provided, that the aggregate amount of any
Indebtedness to which such Liens relate at any one time outstanding shall not
exceed $10.0 million; (xv) Liens to secure (A) Indebtedness (including Capital
Lease Obligations) permitted by clause (iv) of the second paragraph of Section
4.09 hereof covering only the assets acquired with such Indebtedness or the
assets which are the subject of the sale leaseback transaction, as the case may
be, and (B) Indebtedness of any Restricted Subsidiary (other than a Guarantor)
permitted to be incurred by such Restricted Subsidiary pursuant to the
provisions contained in Section 4.09 hereof; (xvi) Liens incurred by the Company
or any Restricted Subsidiary of the Company with respect to obligations not
constituting Indebtedness for borrowed money that do not exceed $10.0 million in
the aggregate at any one time outstanding; (xvii) Liens securing Indebtedness
incurred to refinance Indebtedness that has been secured by a Lien permitted
hereunder; provided that (a) any such Lien shall not extend to or cover any
assets or property not securing the Indebtedness so refinanced and (b) the
refinancing Indebtedness secured by such Lien shall have been permitted to be
incurred under Section 4.09 hereof; (xviii) Liens in favor of the lessee on
instruments which are the subject of leases entered into in the ordinary course
of business; provided that any such Lien shall not extend to or cover any assets
or property of the Company and its Restricted Subsidiaries that is not the
subject of any such lease; (xix) Liens to secure Attributable Debt and/or that
are permitted to be incurred pursuant to Section 4.13 hereof; provided that any
such Lien shall not extend to or cover any assets of the Company or any
Guarantor other than the assets which are the subject of the sale leaseback
transaction in which the Attributable Debt is incurred; and (xx) Liens to secure
other Indebtedness; provided, that the aggregate amount of any Indebtedness to
which such Liens


                                      -17-



relate at any one time outstanding shall not exceed $15.0 million.

     "Permitted   Receivables  Financing"  means  a  transaction  or  series  of
transactions   (including   amendments,   supplements,   extensions,   renewals,
replacements,  refinancings  or  modifications  thereof)  pursuant  to  which  a
Securitization  Subsidiary  purchases  Receivables  and Related  Assets from the
Company or any Restricted  Subsidiary and finances such  Receivables and Related
Assets or a fractional undivided interest in the Receivables and Related Assets;
provided  that (i) the Board of Directors  shall have  determined  in good faith
that such Permitted Receivables Financing is economically fair and reasonable to
the Company and the Securitization Subsidiary, (ii) all sales of Receivables and
Related  Assets to or by the  Securitization  Subsidiary are made at fair market
value  (as  determined  in good  faith by the  Board of  Directors),  (iii)  the
financing terms,  covenants,  termination  events and other  provisions  thereof
shall be market terms (as  determined in good faith by the Board of  Directors),
(iv) no portion of the Indebtedness of a Securitization Subsidiary is guaranteed
by or is  recourse  to the  Company or any  Restricted  Subsidiary  (other  than
recourse for customary representations,  warranties,  covenants and indemnities,
none of which shall relate to the  collectibility of the Receivables and Related
Assets) and (v) neither the Company nor any  Subsidiary  has any  obligation  to
maintain or preserve the Securitization Subsidiary's financial condition.

     "Permitted Refinancing  Indebtedness" means any Indebtedness of the Company
or any of its  Restricted  Subsidiaries  issued  in  exchange  for,  or the  net
proceeds  of which are used to extend,  refinance,  renew,  replace,  defease or
refund other Indebtedness of the Company or any of its Restricted  Subsidiaries;
provided  that:  (i)  the  principal   amount  of  such  Permitted   Refinancing
Indebtedness  does not  exceed  the  principal  amount  of the  Indebtedness  so
extended,  refinanced,  renewed, replaced, defeased or refunded (plus the amount
of premiums,  accrued  interest  and  reasonable  fees and expenses  incurred in
connection  therewith);  (ii)  such  Permitted  Refinancing  Indebtedness  has a
Weighted  Average Life to Maturity equal to or greater than the Weighted Average
Life to  Maturity  of the  Indebtedness  being  extended,  refinanced,  renewed,
replaced,  defeased  or  refunded;  (iii) if the  Indebtedness  being  extended,
refinanced,  renewed, replaced, defeased or refunded is subordinated in right of
payment to the Notes and has a final  maturity date that is later than the final
maturity date of, and is subordinated in right of payment to, the Notes on terms
at  least  as  favorable  in the  aggregate  to the  Holders  of  Notes as those
contained  in the  documentation  governing  the  Indebtedness  being  extended,
refinanced,  renewed,  replaced,  defeased or refunded; (iv) if the Indebtedness
being extended,  refinanced,  renewed, replaced, defeased or refunded ranks pari
passu in right of payment with the Notes and has a final  maturity  date that is
later than the final  maturity  date of the Notes,  such  Permitted  Refinancing
Indebtedness  has a final  maturity  date that is later than the final  maturity
date of, and ranks pari passu with, or is  subordinated  in right of payment to,
the Notes on terms at least as  favorable  in the  aggregate  to the  Holders of
Notes as those contained in the documentation  governing the Indebtedness  being
extended,  refinanced,  renewed, replaced, defeased or refunded; and (v) if such
Indebtedness is incurred by the Company,  the obligor on the Indebtedness  being
extended,  refinanced,  renewed,  replaced,  defeased or  refunded  may not be a
Restricted Subsidiary.


                                      -18-



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

     "Receivables and Related Assets" means accounts receivable and instruments,
chattel paper,  obligations,  general  intangibles and other similar assets,  in
each case,  relating to such receivables,  including interests in merchandise or
goods,  the  sale or  lease  of which  gave  rise to such  receivables,  related
contractual rights, guarantees,  insurance proceeds,  collections, other related
assets and proceeds of all of the foregoing.

     "Redeemable  Capital  Stock"  means  any  shares  of any class or series of
Capital Stock,  that, either by the terms thereof,  by the terms of any security
into which it is convertible or exchangeable or by contract or otherwise,  is or
upon the  happening  of an event or  passage  of time  would be  required  to be
redeemed prior to the Stated  Maturity with respect to the principal of any Note
or is  redeemable  at the option of the holder  thereof at any time prior to any
such Stated Maturity, or is convertible into or exchangeable for debt securities
at any time prior to any such Stated Maturity.

     "Registration  Rights  Agreement" means the  Registration  Rights Agreement
dated March 5, 1998 by and between  the  Company  and Salomon  Brothers  Inc and
Chase Securities Inc., as Initial Purchasers,  as such agreement may be amended,
modified or supplemented from time to time.

     "Regular  Record Date",  for the interest  payable on any Interest  Payment
Date means the March 1 or  September 1 (whether or not a Business  Day),  as the
case may be, next preceding such Interest Payment Date.

     "Related Business" means a business,  the majority of whose revenues result
from the  manufacturing,  distribution or sale of medical products and equipment
or any business reasonably related or incident thereto.

     "Representative"  means the indenture  trustee or other  trustee,  agent or
representative for any Senior Debt or Guarantor Senior Debt.

     "Responsible  Officer",  when used with respect to the  Trustee,  means any
officer  within  the  corporate  trust  administration  of the  Trustee  (or any
successor group of the Trustee) or any other officer of the Trustee  customarily
performing  functions  similar to those performed by any of the above designated
officers and also means,  with respect to a particular  corporate  trust matter,
any other  officer to whom such matter is referred  because of his  knowledge of
and familiarity with the particular subject.

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

     "Restricted  Subsidiary"  means (i) any  Subsidiary of the referent  Person
that is not an  Unrestricted  Subsidiary or (ii) any Subsidiary of a New Holding
Company so long as the Holding Company is a Guarantor.


                                      -19-



     "Rule 144A Notes"  means the  Company's  9% Senior  Subordinated  Notes due
2008, as initially issued under this Indenture.

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

     "Securitization  Subsidiary"  means any Subsidiary  created for the limited
purpose of acquiring and financing  Receivables  and Related Assets and engaging
in activities  ancillary  thereto,  so long as it: (a) has no Indebtedness other
than  Non-Recourse  Debt and (b) is a Person with  respect to which  neither the
Company nor any of its other  Subsidiaries has any direct obligation to maintain
or  preserve  such  Person's  financial   condition.   If,  at  any  time,  such
Securitization  Subsidiary  would fail to meet the foregoing  requirements  as a
Securitization  Subsidiary,  it shall  thereafter  cease to be a  Securitization
Subsidiary  for  purposes  of  this  Indenture  and  any  Indebtedness  of  such
Securitization  Subsidiary shall be deemed to be incurred by a Subsidiary of the
Company  as of such date  (and,  if such  Indebtedness  is not  permitted  to be
incurred as of such date under  Section  4.09  hereof,  the Company  shall be in
default of such covenant).

     "Senior Debt" means, (a) with respect to the Company and as used in Article
10 hereof,  (i) all  Obligations  under or in  respect  of the  Credit  Facility
permitted to be incurred hereunder at the time incurred pursuant to Section 4.09
hereof and (ii) any other  Indebtedness  permitted to be incurred by the Company
hereunder and any Hedging Obligation permitted to be incurred hereunder,  unless
the instrument under which the foregoing is incurred  expressly provides that it
is on a parity with or  subordinated  in right of payment to the Notes,  and (b)
with  respect  to any  Guarantor  and as  used in  Article  12  hereof,  (i) all
Obligations permitted under or in respect of the Credit Facility permitted to be
incurred at the time incurred pursuant to Section 4.09 hereof and (ii) any other
Indebtedness  permitted  to be  incurred  by such  Guarantor  hereunder  and any
Hedging  Obligation  permitted to be incurred  hereunder,  unless the instrument
under which the foregoing is incurred  expressly provided that such Indebtedness
is on parity with or  subordinated  in right of payment to the Guarantee of such
Guarantor.  Notwithstanding  anything to the contrary in the  foregoing,  Senior
Debt will not include  (w) any  liability  for  federal,  state,  local or other
taxes,  (x) any  Indebtedness  of the Company or any Guarantor to the Company or
any  Subsidiary of the Company or any of their  respective  Affiliates,  (y) any
trade  payables,  or (z) any  Indebtedness  of the type described in clauses (a)
(ii) and (b) (ii) of the preceding sentence that is incurred in violation of the
terms of this  Indenture,  provided,  that this  clause (z) shall not be read to
negate the requirement in clauses (a) (i) and (b) (i) of the preceding  sentence
that Obligations  under or in respect of the Credit Facility be permitted at the
time incurred under Section 4.09 hereof to qualify as Senior Debt.

     "Shelf  Registration  Statement"  means  the  Registration  Statement  with
respect to the Notes which the  Company may be required to file  pursuant to the
Registration Rights Agreement.

     "Significant  Subsidiary"  means any Restricted  Subsidiary that would be a
"significant  subsidiary" as defined in Article 1, Rule 1-02 of Regulation  S-X,
promulgated pursuant to


                                      -20-



the Securities Act, as such Regulation is in effect on the date hereof.

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

     "Subsidiary"  means,  with  respect  to any  Person,  (i) any  corporation,
association or other business  entity of which more than 50% of the total voting
power  of  Voting  Stock  is at  the  time  owned  or  controlled,  directly  or
indirectly,  by such  Person  or one or more of the other  Subsidiaries  of that
Person (or a combination  thereof) and (ii) any partnership (a) the sole general
partner or the managing  general partner of which is such Person or a Subsidiary
of such Person or (b) the only general  partners of which are such Person or one
or more Subsidiaries of such Person (or any combination thereof).

     "TIA" or "Trust  Indenture  Act" means the Trust  Indenture Act of 1939 (15
U.S.C.  Sections  77aaa-77bbbb) as in effect on the date on which this Indenture
is  qualified  under the TIA,  except as  provided  in Section  9.03;  provided,
however, that in the event the Trust Indenture Act of 1939 is amended after such
date,  "TIA" or "Trust  Indenture Act" means, to the extent required by any such
amendment, the Trust Indenture Act of 1939 as so amended.

     "Transfer  Restricted  Securities"  means  Notes  or  beneficial  interests
therein  that bear or are  required to bear the legend set forth in Section 2.05
hereof.

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

     "Unrestricted  Subsidiary"  means any Subsidiary  that is designated by the
Board of Directors of the Company as an  Unrestricted  Subsidiary  pursuant to a
Board  Resolution,  but only to the  extent  that  such  Subsidiary:  (i) has no
Indebtedness  other than Non-Recourse  Debt; (ii) is not party to any agreement,
contract,  arrangement  or  understanding  with the  Company  or any  Restricted
Subsidiary  of the  Company  relating  to a  transaction  or series  of  related
transactions  having a transaction  value in excess of $2.0 million,  unless the
terms of any such agreement,  contract, arrangement or understanding are, in the
good faith judgment of the Board of Directors of the Company,  no less favorable
to the Company or such  Restricted  Subsidiary than those that might be obtained
at the time from  Persons  who are not  Affiliates  of the  Company;  (iii) is a
Person with  respect to which  neither  the  Company  nor any of its  Restricted
Subsidiaries  has  any  direct  or  indirect  obligation  (a) to  subscribe  for
additional  Equity  Interests  or (b) to  maintain  or  preserve  such  Person's
financial  condition or to cause such Person to achieve any specified  levels of
operating  results;  and  (iv)  has not  guaranteed  or  otherwise  directly  or
indirectly provided credit support for any Indebtedness of the Company or any of
its Restricted Subsidiaries. Any such designation by the Board of


                                      -21-



Directors shall be evidenced to the Trustee by filing with the Trustee a
certified copy of the Board Resolution giving effect to such designation and an
Officer's Certificate certifying that such designation complied with the
foregoing conditions and was permitted by Section 4.07 hereof. If, at any time,
any Unrestricted Subsidiary would fail to meet the foregoing requirements as an
Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted
Subsidiary for purposes of this Indenture and Indebtedness of such Subsidiary
shall be deemed to be incurred by a Restricted Subsidiary of the Company as of
such date (and, if such Indebtedness is not permitted to be incurred as of such
date under Section 4.09 hereof, the Company shall be in default of such covenant
from the date of such incurrence). The Board of Directors of the Company may at
any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary;
provided that such designation shall be deemed to be an incurrence of
Indebtedness by a Restricted Subsidiary of the Company of any outstanding
Indebtedness of such Unrestricted Subsidiary and such designation shall only be
permitted if (i) such Indebtedness is permitted under Section 4.09 hereof and
(ii) no Default or Event of Default would be in existence following such
designation.

     "Voting  Stock"  means any class or classes of Capital  Stock  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 any 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 then  outstanding
principal  amount  of such  Indebtedness  into  (ii) the  total  of the  product
obtained  by  multiplying  (a) the  amount of each then  remaining  installment,
sinking fund, serial maturity or other required payments of principal, including
payment  at final  maturity,  in  respect  thereof,  by (b) the  number of years
(calculated to the nearest  one-twelfth)  that will elapse between such date and
the making of such payment.

     "Wholly  Owned  Restricted  Subsidiary"  of any Person  means a  Restricted
Subsidiary  of  such  Person  all of the  outstanding  Capital  Stock  or  other
ownership interests of which (other than directors'  qualifying shares) shall at
the time be owned  by such  Person  or by one or more  Wholly  Owned  Restricted
Subsidiaries  of such  Person or by such  Person  and one or more  Wholly  Owned
Restricted Subsidiaries of such Person.

SECTION 1.02.  OTHER DEFINITIONS.


     Term                                        Defined in Section
     ----                                        ------------------

     "Acceleration Notice"                                 6.02
     "Act"                                                 2.08
     "Affiliate Transaction"                               4.11
     "Asset Sale Offer"                                    3.09
     "Change of Control Offer"                             4.14


                                      -22-



     "Change of Control Payment"                           4.14
     "Change of Control Payment Date"                      4.14
     "Commencement Date"                                   3.09
     "Covenant Defeasance"                                 8.03
     "Event of Default"                                    6.01
     "Excess Funding Guarantor"                           11.08
     "Excess Payment"                                     11.08
     "Excess Proceeds"                                     4.10
     "Legal Defeasance"                                    8.02
     "Mandatory Repayment"                                 4.07
     "non-payment default"                                10.03
     "Offer Amount"                                        3.09
     "Offer Period"                                        3.09
     "pay"                                                10.02
     "payment"                                            10.02
     "Payment Blockage Notice"                            10.03
     "payment default"                                    10.03
     "Payment Default"                                     6.01
     "Pro Rata Share"                                     11.08
     "Purchase Date"                                       3.09
     "Restricted Payments"                                 4.07

SECTION 1.03.  INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT.

         Whenever this Indenture refers to a provision of the TIA, the provision
is incorporated by reference in and made a part of this Indenture.

         All terms used in this Indenture  that are defined by the TIA,  defined
by TIA reference to another  statute or defined by Commission rule under the TIA
unless otherwise defined herein have the meanings so assigned to them.

SECTION 1.04.  RULES OF CONSTRUCTION.

         Unless the context otherwise requires,

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

         (b) "or" is not exclusive;

         (c) provisions apply to successive events and transactions;

         (d)  references to sections of or rules under the  Securities Act shall
be deemed to include  substitute,  replacement  of  successor  sections or rules
adopted by the Commission from time to time; and

         (e) for purposes of making any determination of any amount under any


                                      -23-



single definition set forth in Section 1.01 hereof, such determination shall be
made without double counting of any item; provided that with respect to the
definition of "Fixed Charge Coverage Ratio" it shall not be deemed to be double
counting if an item is included in the calculation of each of "Consolidated
EBITDA" and "Fixed Charges."


                                    ARTICLE 2
                                    THE NOTES

SECTION 2.01.  FORM AND DATING.

         The Rule 144A Notes and the  Trustee's  certificate  of  authentication
shall be  substantially  in the form of Exhibit A. Subject to Section 2.06,  the
Rule 144A  Notes  shall be in an  aggregate  principal  amount no  greater  than
$130,000,000;  provided, that if Exchange Notes are issued hereunder pursuant to
the Exchange Offer,  the aggregate  maximum  principal amount of Rule 144A Notes
shall be reduced  by the  principal  amount of  Exchange  Notes so  issued.  The
Exchange  Notes,  when  and  if  issued,   and  the  Trustee's   certificate  of
authentication  shall be  substantially  in the form of  Exhibit  B.  Subject to
Section 2.06,  the Exchange Notes shall be in an aggregate  principal  amount no
greater than $130,000,000 less the aggregate principal amount of Rule 144A Notes
not exchanged for the Exchange Notes in the Exchange  Offer.  The Notes may have
notations,  legends or  endorsements  required by law,  stock  exchange  rule or
usage. Each Note shall be dated the date of its authentication.  The Notes shall
be in denominations of $1,000 and integral multiples thereof.

         The Notes may be initially  issued  either in the form of a Global Note
or Notes or in the  form of  Definitive  Notes  or  both.  A Global  Note  shall
represent such of the Outstanding  Notes as shall be specified therein and shall
provide that it shall represent the aggregate  amount of Outstanding  Notes from
time to time endorsed thereon and that the aggregate amount of Outstanding Notes
represented  thereby  may  from  time  to  time  be  reduced  or  increased,  as
appropriate,  to reflect exchanges and redemptions.  Any endorsement of a Global
Note to  reflect  the  amount  of any  increase  or  decrease  in the  amount of
Outstanding Notes  represented  thereby shall be made by the Trustee or an Agent
thereof,   at  the  direction  of  the  Trustee,   in  accordance  with  written
instructions  given by the Holder  thereof.  Definitive  Notes shall be printed,
lithographed  or engraved or produced by any combination of these methods or may
be  produced  in any  other  manner  permitted  by the  rules of any  securities
exchange on which the Notes may be listed,  all as  determined  by the  Officers
executing such Notes, as evidenced by their execution of such Notes.

         The Rule 144A Notes and the Exchange  Notes shall  constitute one class
of securities for all purposes, will vote and consent together on all matters as
one class and will not have the right to vote or consent as a separate  class on
any matter.

         The terms and provisions  contained in the Notes shall constitute,  and
are  hereby  expressly  made,  a part  of  this  Indenture  and  to  the  extent
applicable,  the Company, the Guarantors and the Trustee, by their execution and
delivery of this Indenture, expressly


                                      -24-



agree to such terms and provisions and to be bound thereby.

SECTION 2.02.  EXECUTION AND AUTHENTICATION.

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

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

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

         Each Note shall be dated the date of its authentication.

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

         The  Trustee  shall  authenticate  Notes for  original  issue up to the
aggregate principal amount stated in paragraph 4 of the Notes, upon receipt of a
Company Order. The aggregate  principal amount of Notes  Outstanding at any time
may not exceed such amount.

         The Trustee  may  appoint an  authenticating  agent  acceptable  to the
Company to authenticate  Notes. 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  agent.  An
authenticating agent has the same rights as an Agent to deal with the Company or
an Affiliate.

SECTION 2.03.  REGISTRAR AND PAYING AGENT.

         The  Company  shall  maintain  or cause to be  maintained  through  the
Trustee or such  other  Person as may be  appointed  hereunder  a register  (the
register  maintained in such office and in any other office or agency designated
pursuant  hereto being herein  sometimes  collectively  referred to as the "Note
Register") in which, subject to such reasonable regulations as it may prescribe,
the Company  shall  provide for the  registration  of Notes and of  transfers of
Notes.  The  Trustee is hereby  appointed  "Note  Registrar"  for the purpose of
registering  Notes and transfers of Notes as herein provided.  The Company shall
also maintain or cause to be maintained through the Trustee or such other Person
as may be


                                      -25-



appointed hereunder an office or agency where Notes may be presented for payment
("Paying Agent"). The Note Registrar shall keep a register of the Notes and of
their transfer and exchange. The Company may appoint one or more co-registrars
and one or more additional paying agents. The term "Note Registrar" includes any
co-registrar and the term "Paying Agent" includes any additional paying agent.
The Company may change any Paying Agent or Note Registrar without notice to any
Holder. The Company shall notify the Trustee in writing of the name and address
of any Agent not a party to this Indenture, such notification to be delivered,
together with a certificate of such Agent that it agrees to perform its duties
in accordance with the procedures established by the Trustee and with the terms
of this Indenture, to the Trustee prior to the date such Agent assumes its
duties hereunder. If the Company fails to appoint or maintain another entity as
Note Registrar or Paying Agent, the Trustee shall act as such. The Company or
any of its Subsidiaries may act as Paying Agent or Note Registrar.

SECTION 2.04.  PAYING AGENT TO HOLD MONEY IN TRUST.

         The Company  shall  require each Paying Agent other than the Trustee to
agree in writing that the Paying Agent will hold in trust for the benefit of the
Holders or the  Trustee  all money held by the Paying  Agent for the  payment of
principal of or premium,  if any, or interest on the Notes,  and will notify the
Trustee of any default by the Company in making any such payment. While any such
default continues,  the Trustee may require a Paying Agent to pay all money held
by it to the Trustee.  The Company at any time may require a Paying Agent to pay
all money held by it to the  Trustee.  Upon  payment  over to the  Trustee,  the
Paying Agent (if other than the Company or a  Subsidiary)  shall have no further
liability for the money. If the Company or a Subsidiary acts as Paying Agent, it
shall segregate and hold in a separate trust fund for the benefit of the Holders
all money held by it as Paying Agent.

SECTION 2.05.  REGISTRATION OF TRANSFER AND EXCHANGE.

         (a) With respect to the transfer and exchange of Definitive Notes: when
Definitive  Notes are  presented to the Trustee with the request (x) to register
the transfer of the Definitive  Notes or (y) to exchange such  Definitive  Notes
for  an  equal  principal   amount  of  Definitive  Notes  of  other  authorized
denominations,  the Trustee shall  register the transfer or make the exchange as
requested if its requirements for such transactions are met; provided,  however,
that the Definitive  Notes  presented or surrendered for register of transfer or
exchange:

                  (A)  shall  be  duly  endorsed  or  accompanied  by a  written
     instruction of transfer in form  satisfactory  to the Trustee duly executed
     by the Holder thereof or by its attorney, duly authorized in writing; and

                  (B) shall, in the case of Transfer Restricted  Securities that
     are  Definitive  Notes,  except if  exchanged  for an Exchange  Note in the
     Exchange Offer, be accompanied by the following additional  information and
     documents, as


                                      -26-



     applicable:

                    (1) if such Transfer  Restricted Security is being delivered
                  to the Note Registrar by a Holder for registration in the name
                  of such Holder,  without transfer,  a certification  from such
                  Holder to that effect (in  substantially the form of Exhibit C
                  hereto); or

                    (2)  if  such   Transfer   Restricted   Security   is  being
                  transferred to a "qualified  institutional  buyer" (as defined
                  in Rule 144A under the  Securities  Act) in  reliance  on Rule
                  144A under the  Securities  Act or  pursuant  to an  effective
                  registration   statement   under   the   Securities   Act,   a
                  certification  to that  effect (in  substantially  the form of
                  Exhibit C hereto); or

                    (3)  if  such   Transfer   Restricted   Security   is  being
                  transferred  pursuant to an  exemption  from  registration  in
                  accordance  with  Rule  144  under  the  Securities  Act or in
                  reliance   on   another   exemption   from  the   registration
                  requirements of the Securities  Act, a  certification  to that
                  effect (in  substantially the form of Exhibit C hereto) and an
                  opinion of counsel reasonably acceptable to the Company and to
                  the Note  Registrar  to the effect  that such  transfer  is in
                  compliance with the Securities Act.

         (b) The  following  restrictions  apply to any transfer of a Definitive
Note for a beneficial  interest in a Global  Note. A Definitive  Note may not be
exchanged  for a  beneficial  interest in a Global  Note  except  until and upon
satisfaction of the requirements set forth below. Upon receipt by the Trustee of
a Definitive  Note,  duly endorsed or accompanied by appropriate  instruments of
transfer, in form satisfactory to the Trustee, together with:

                  (A) if such Definitive Note is a Transfer  Restricted Security
     and such transfer is not being made in connection  with the Exchange Offer,
     certification,  substantially  in the form of  Exhibit C hereto,  that such
     Definitive Note is being transferred to a "qualified  institutional  buyer"
     (as defined in Rule 144A under the Securities  Act) in accordance with Rule
     144A under the Securities Act; and

                  (B)  whether  or  not  such  Definitive  Note  is  a  Transfer
     Restricted Security,  written instructions directing the Trustee to make an
     endorsement  on the Global  Note to reflect an  increase  in the  aggregate
     principal amount of the Notes represented by the Global Note,

then the Trustee shall cancel such Definitive Note and cause, in accordance with
the standing instructions and procedures existing between it and the Depositary,
the aggregate  principal  amount of Notes  represented  by the Global Note to be
increased  accordingly.  If no Global  Notes are then  Outstanding,  the Company
shall issue and, upon receipt of a written


                                      -27-



authentication order in the form of an Officer's Certificate,  the Trustee shall
authenticate a new Global Note in the appropriate principal amount.

         (c) The transfer and exchange of Global Notes or  beneficial  interests
therein  shall be  effected  through the  Depositary,  in  accordance  with this
Indenture  (including  the  restrictions  on transfer set forth  herein) and the
procedures of the Depositary therefor.

         (d) With respect to the  transfer of a beneficial  interest in a Global
Note for a Definitive Note:

                  (A) Any person  having a beneficial  interest in a Global Note
     may,  upon request to the  applicable  Trustee,  exchange  such  beneficial
     interest  for a  Definitive  Note.  Upon  receipt by the Trustee of written
     instructions  or such other form of  instructions  as is customary  for the
     Depositary  or its  nominee  on behalf of any  person  having a  beneficial
     interest in a Global Note constituting a Transfer Restricted Security only,
     except  if  exchanged  for an  Exchange  Note in the  Exchange  Offer,  the
     following  additional  information  and  documents  (all  of  which  may be
     submitted by facsimile):

                       (1) if such beneficial  interest is being  transferred to
                  the  person   designated  by  the   Depositary  as  being  the
                  beneficial  owner,  a  certification  from such person to that
                  effect (in substantially the form of Exhibit C hereto); or

                       (2) if such beneficial interest is being transferred to a
                  "qualified institutional buyer" (as defined in Rule 144A under
                  the  Securities  Act) in  accordance  with Rule 144A under the
                  Securities  Act  or  pursuant  to  an  effective  registration
                  statement under the Securities  Act, a  certification  to that
                  effect  from  the  transferor  (in  substantially  the form of
                  Exhibit C hereto); or

                       (3) if such  beneficial  interest  is  being  transferred
                  pursuant to an exemption from  registration in accordance with
                  Rule 144 under the  Securities  Act or in  reliance on another
                  exemption from the registration requirements of the Securities
                  Act, a  certification  to that effect from the  transferee  or
                  transferor (in substantially the form of Exhibit C hereto) and
                  an  opinion  of  counsel  from the  transferee  or  transferor
                  reasonably acceptable to the Company and to the Note Registrar
                  to the effect  that such  transfer is in  compliance  with the
                  Securities Act,

     then the Trustee will cause, in accordance  with the standing  instructions
     and  procedures  existing  between  it and the  Depositary,  the  aggregate
     principal  amount of the Global  Note to be  reduced  and,  following  such
     reduction,  the  Company  will  execute  and,  upon  receipt  of a  written
     authentication order in the form of an Officer's


                                      -28-



     Certificate,  the Trustee will authenticate and deliver to the transferee a
     Definitive Note.

                  (B)  Definitive  Notes  issued in  exchange  for a  beneficial
     interest in a Global Note pursuant to this Section 2.05 shall be registered
     in such  names  and in such  authorized  denominations  as the  Depositary,
     pursuant  to  instructions  from its  direct or  indirect  participants  or
     otherwise, shall in writing instruct the Trustee. The Trustee shall deliver
     such  Definitive  Notes to the  persons  in whose  name  such  Notes are so
     registered.

         (e)  Notwithstanding any other provisions of this Indenture (other than
the  provisions set forth in subsection (f) of this Section 2.05), a Global Note
may not be  transferred  as a whole except by the Depositary to a nominee of the
Depositary  or by a nominee  of the  Depositary  to the  Depositary  or  another
nominee  of  the  Depositary  or by the  Depositary  or any  such  nominee  to a
successor Depositary or a nominee of such successor Depositary.

         (f) The following relates to the  authentication of Definitive Notes in
the absence of the Depositary.  If at any time: (i) the Depositary for the Notes
notifies the Company that the  Depositary  is unwilling or unable to continue as
Depositary for the Global Notes and a successor  Depositary for the Global Notes
is not appointed by the Company within 90 days after delivery of such notice; or
(ii) the Company,  at its sole discretion,  notifies the Trustee in writing that
it elects to cause the issuance of Definitive  Notes under this Indenture,  then
the Company  will  execute,  and the Trustee,  upon  receipt of a Company  Order
requesting  the   authentication   and  delivery  of  Definitive   Notes,   will
authenticate  and deliver  Definitive  Notes, in an aggregate  principal  amount
equal to the principal  amount of the Global Notes,  in exchange for such Global
Notes.

         (g)


                 (A)

(A) Except as  otherwise  agreed to by the  Company,  the Trustee and the Holder
thereof or as  permitted by the  following  paragraph  (B),  each Rule 144A Note
certificate  evidencing the Global Notes and the Definitive Notes (and all Notes
other than Exchange Notes issued in exchange  therefor or substitution  thereof)
shall bear a legend in substantially the following form:

     THIS SECURITY HAS NOT BEEN REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS
     AMENDED (THE "SECURITIES  ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS
     SECURITY NOR ANY INTEREST OR PARTICIPATION  HEREIN MAY BE REOFFERED,  SOLD,
     ASSIGNED, TRANSFERRED,  PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
     ABSENCE OF SUCH  REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR
     NOT SUBJECT TO, REGISTRATION


                                      -29-



     UNDER  SUCH LAWS.  THE HOLDER OF THIS  SECURITY  BY ITS  ACCEPTANCE  HEREOF
     AGREES NOT TO OFFER, SELL OR OTHERWISE  TRANSFER SUCH SECURITY PRIOR TO THE
     DATE (THE "RESALE  RESTRICTION  TERMINATION DATE") WHICH IS TWO YEARS AFTER
     THE LATER OF THE ORIGINAL  ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE
     COMPANY  OR ANY  AFFILIATED  PERSON  OF THE  COMPANY  WAS THE OWNER OF THIS
     SECURITY OR ANY  PREDECESSOR  OF SUCH SECURITY  UNLESS SUCH OFFER,  SALE OR
     OTHER  TRANSFER  IS (A)  TO THE  COMPANY  OR ANY OF ITS  SUBSIDIARIES,  (B)
     PURSUANT TO A  REGISTRATION  STATEMENT  WHICH HAS BEEN  DECLARED  EFFECTIVE
     UNDER THE  SECURITIES  ACT, (C) FOR SO LONG AS THE  SECURITIES ARE ELIGIBLE
     FOR RESALE  PURSUANT  TO RULE  144A,  TO A PERSON WHO IS, OR WHO THE HOLDER
     REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE
     144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE
     ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE
     TRANSFER  IS BEING MADE IN RELIANCE  ON RULE 144A,  OR (D)  PURSUANT TO ANY
     OTHER  AVAILABLE  EXEMPTION  FROM  THE  REGISTRATION  REQUIREMENTS  OF  THE
     SECURITIES  ACT,  AND IN EACH OF THE  FOREGOING  CASES SUCH OFFER,  SALE OR
     OTHER TRANSFER IS IN COMPLIANCE WITH ANY APPLICABLE  STATE SECURITIES LAWS,
     SUBJECT TO THE COMPANY'S  AND THE TRUSTEE'S  RIGHT PRIOR TO ANY SUCH OFFER,
     SALE OR  TRANSFER  PURSUANT  TO CLAUSE (D) TO  REQUIRE  THE  DELIVERY  OF A
     SATISFACTORY  OPINION OF COUNSEL,  CERTIFICATIONS  AND/OR OTHER INFORMATION
     SATISFACTORY  TO  EACH OF  THEM,  AND IN EACH  OF THE  FOREGOING  CASES,  A
     CERTIFICATE  OF TRANSFER IN THE FORM  PROVIDED FOR IN THE INDENTURE (A COPY
     OF WHICH MAY BE OBTAINED  FROM THE TRUSTEE) IS COMPLETED  AND  DELIVERED BY
     THE TRANSFEROR TO THE TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST
     OF  THE  THEN  HOLDER  OF  THIS  SECURITY  AFTER  THE  RESALE   RESTRICTION
     TERMINATION  DATE.  ANY TRANSFEREE OF THIS SECURITY SHALL BE DEEMED TO HAVE
     REPRESENTED  EITHER  (X) THAT IT IS NOT  USING THE  ASSETS  OF AN  EMPLOYEE
     BENEFIT  PLAN  SUBJECT  TO THE  EMPLOYEE  RETIREMENT  INCOME  SECURITY  ACT
     ("ERISA")  OR THE  INTERNAL  REVENUE  CODE (THE  "CODE") TO  PURCHASE  THIS
     SECURITY OR (Y) THAT ITS  PURCHASE  AND  CONTINUED  HOLDING OF THE SECURITY
     WILL BE COVERED BY A U.S. DEPARTMENT OF LABOR CLASS EXEMPTION (WITH RESPECT
     TO PROHIBITED TRANSACTIONS UNDER SECTION 406(a) OF ERISA).

                  (B)  Upon  any  sale  or  transfer  of a  Transfer  Restricted
     Security  (including  any Transfer  Restricted  Security  represented  by a
     Global Note)  pursuant to Rule 144 under the Securities Act or an effective
     registration  statement  under  the  Securities  Act  (including  the Shelf
     Registration Statement):


                                      -30-



                       (1) in the case of any Transfer  Restricted Security that
                  is a  Definitive  Note,  the Note  Registrar  shall permit the
                  Holder thereof to exchange such Transfer  Restricted  Security
                  for a Definitive  Note that does not bear the legend set forth
                  above and  rescind  any  restriction  on the  transfer of such
                  Transfer Restricted Security; and

                       (2) any such Transfer Restricted Security  represented by
                  a Global Note shall not be subject to the provisions set forth
                  in (i) above (such sales or  transfers  being  subject only to
                  the provisions of Section 2.05(c) hereof); provided,  however,
                  that with respect to any request for an exchange of a Transfer
                  Restricted Security that is represented by a Global Note for a
                  Definitive Note that does not bear a legend,  which request is
                  made in reliance  upon Rule 144 or an  effective  registration
                  statement,  the Holder thereof shall certify in writing to the
                  Note  Registrar  that such  request is being made  pursuant to
                  Rule  144  or  an  effective   registration   statement  (such
                  certification  to be  substantially  in the form of  Exhibit C
                  hereto)  and, in the case of a transfer  pursuant to Rule 144,
                  accompanied by an opinion of counsel reasonably  acceptable to
                  the Company and to the Note  Registrar to the effect that such
                  transfer is in compliance with the Securities Act.

         (h) At such  time as all  beneficial  interests  in a Global  Note have
either been exchanged for Definitive Notes, redeemed,  repurchased or cancelled,
such Global Note shall be returned to or retained and  cancelled by the Trustee.
At any time prior to such cancellation,  if any beneficial  interest in a Global
Note is exchanged for Definitive Notes, redeemed,  repurchased or cancelled, the
principal  amount of Notes  represented by such Global Note shall be reduced and
an  endorsement  shall be made on such Global  Note,  by the Trustee or the Note
Custodian, at the direction of the Trustee, to reflect such reduction.

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

         The Company and the Note Registrar  shall not be required (A) to issue,
to register  the transfer of or to exchange  Notes during a period  beginning at
the opening of business  15 days  before the day of any  selection  of Notes for
redemption  under Section 3.02 hereof and ending at the close of business on the
day of  selection,  (B) to register  the  transfer of or to exchange any Note so
selected for redemption in whole or in part,  except the  unredeemed  portion of
any  Note  being  redeemed  in part or (C) to  register  the  transfer  of or to
exchange a Note between a record date and the next succeeding  Interest  Payment
Date.

         No service  charge  shall be made to a Holder for any  registration  of
transfer


                                      -31-



or exchange (except as otherwise expressly permitted herein), but the Company
may require payment of a sum sufficient to cover any transfer tax or similar
governmental charge payable and any other expenses (including the fees and
expenses of the Trustee) in connection therewith (other than such transfer tax
or similar governmental charge payable upon exchanges pursuant to Section 2.06
or 9.05).

         (j) Prior to due  presentment of a Note for  registration  of transfer,
the  Company,  the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name such Note is  registered  as the owner of such Note for
the purpose of  receiving  payment of  principal  of, and  premium,  if any, and
interest on such Note and for all other purposes whatsoever, whether or not such
Note may be overdue,  and neither the Company,  the Trustee nor any agent of the
Company or the Trustee shall be affected by notice to the contrary.

SECTION 2.06.  REPLACEMENT NOTES.

         If any mutilated Note is surrendered to the Trustee, or the Company and
the Trustee receive evidence to their  satisfaction of the destruction,  loss or
theft of any Note, the Company shall issue and the Trustee,  upon the receipt of
a  Company  Order,  shall  authenticate  a  replacement  Note  if the  Trustee's
requirements  are met. If required by the Trustee or the  Company,  an indemnity
bond must be supplied by the Holder that is  sufficient  in the  judgment of the
Trustee and the Company to protect the Company,  the  Trustee,  the Agent or any
authenticating  agent  from any loss  which any of them may  suffer if a Note is
replaced. In case any such mutilated,  destroyed, lost or stolen Note has become
or is about to become  due and  payable,  the  Company  in its  discretion  may,
instead of issuing a new Note, pay such Note.  Upon the issuance of any new Note
under this Section, the Company and the Trustee may require the payment of a sum
sufficient to cover any tax or other governmental  charge that may be imposed in
relation thereto and any other expenses  (including the fees and expenses of the
Trustee) connected therewith.

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

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

SECTION 2.07.  OUTSTANDING NOTES.

         The Notes  Outstanding at any time are all the Notes  authenticated  by
the  Trustee  except  for  those  canceled  by  it,  those  delivered  to it for
cancellation and those described in this Section 2.07 as not Outstanding.


                                      -32-



         If the principal  amount of any Note is  considered  paid under Section
4.01, it ceases to be Outstanding  and interest on it ceases to accrue as of the
date it is deemed paid. Upon a "legal defeasance"  pursuant to Section 8.03 or a
"covenant  defeasance" pursuant to Section 8.04, the Notes shall be deemed to be
Outstanding or not  Outstanding  as provided in the  applicable  Section 8.03 or
8.04.

SECTION 2.08.  ACTS OF HOLDERS; RECORD DATE.

         (a) Any request,  demand,  authorization,  direction,  notice, consent,
waiver  or  other  action  provided  by this  Indenture  to be given or taken by
Holders  may  be  embodied  in and  evidenced  by one  or  more  instruments  of
substantially similar tenor signed by such Holders in person or by an agent duly
appointed in writing;  and, except as herein otherwise expressly provided,  such
action shall become  effective when such instrument or instruments are delivered
to the Trustee and, where it is hereby expressly required,  to the Company. Such
instrument  or  instruments  (and the  action  embodied  therein  and  evidenced
thereby) are herein  sometimes  referred to as the "Act" of the Holders  signing
such instrument or instruments.  Proof of execution of any such instrument or of
a writing  appointing any such agent shall be sufficient for any purpose of this
Indenture and (subject to Section  7.01)  conclusive in favor of the Trustee and
the Company, if made in the manner provided in this Section.

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

         (c) The  Company  may,  in the  circumstances  permitted  by the  Trust
Indenture Act, fix any day as the record date for the purpose of determining the
Holders entitled to give or take any request, demand, authorization,  direction,
notice, consent, waiver or other action, or to vote on any action, authorized or
permitted  to be given or taken by Holders.  If not set by the Company  prior to
the first  solicitation  of a Holder  made by any  Person in respect of any such
action,  or, in the case of any such vote,  prior to such vote,  the record date
for any such action or vote shall be the 30th day (or, if later, the date of the
most recent list of Holders  required to be provided  pursuant to Section 13.01)
prior to such first solicitation or vote, as the case may be. With regard to any
record date,  only the Holders on such date (or their duly  designated  proxies)
shall be entitled to give or take, or vote on, the relevant action.

         (d) The ownership of Notes shall be proved by the Note Register.


                                      -33-



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

SECTION 2.09.  TEMPORARY NOTES.

         Pending the preparation of definitive  Notes,  the Company may execute,
and upon Company Order the Trustee  shall  authenticate  and deliver,  temporary
Notes which are printed,  lithographed,  typewritten,  mimeographed or otherwise
produced,  in any  authorized  denomination,  substantially  of the tenor of the
definitive  Notes in lieu of which  they are  issued  and with such  appropriate
insertions,  omissions,  substitutions  and  other  variations  as the  Officers
executing  such Notes may  determine,  as evidenced  by their  execution of such
Notes.

         If temporary Notes are issued,  the Company will cause definitive Notes
to be prepared without  unreasonable  delay. After the preparation of definitive
Notes,  the temporary  Notes shall be  exchangeable  for  definitive  Notes upon
surrender of the temporary Notes at any office or agency of the Company, without
charge  to the  Holder.  Upon  surrender  for  cancellation  of any  one or more
temporary Notes the Company shall execute and the Trustee shall authenticate and
deliver in exchange  therefor a like  principal  amount of  definitive  Notes of
authorized  denominations.  Until so exchanged the temporary  Notes shall in all
respects be entitled to the same  benefits  under this  Indenture as  definitive
Notes.

SECTION 2.10.  CANCELLATION.

         The  Company  at  any  time  may  deliver  Notes  to  the  Trustee  for
cancellation.  The Note  Registrar and Paying Agent shall forward to the Trustee
any Notes surrendered to them for registration of transfer, exchange or payment.
The Trustee shall cancel all Notes  surrendered  for  registration  of transfer,
exchange, payment, replacement or cancellation, and, upon receipt by the Trustee
of a Company Request,  certification of their  destruction shall be delivered to
the Company  unless,  by Company  Order,  the Company shall direct that canceled
Notes be returned  to it. The  Company may not issue new Notes to replace  Notes
that it has paid or that have been delivered to the Trustee for cancellation.

SECTION 2.11.  DEFAULTED INTEREST.

         If the  Company or any  Guarantor  defaults in a payment of interest on
the Notes, it shall pay the defaulted interest in any lawful manner plus, to the
extent lawful,  interest payable on the defaulted  interest,  to the Persons who
are  Holders  on a  subsequent  special  record  date,  in each case at the rate
provided in the Notes. The Company,  with the consent of the Trustee,  shall fix
each such  special  record  date and payment  date.  At least 15 days before the
special record date, the Company (or, upon receipt by the Trustee of a


                                      -34-



Company Request,  the Trustee, in the name of and at the expense of the Company)
shall mail to Holders a notice that states the special  record date, the related
payment date and the amount of such interest to be paid.

SECTION 2.12.  NOTES ISSUABLE IN THE FORM OF A GLOBAL NOTE.

         (a) If the Company shall  establish  that the Notes are to be issued in
whole or in part in the form of one or more Global Notes, then the Company shall
execute and the Trustee or an agent thereof  shall,  in accordance  with Section
2.02 and the Company  Order  delivered  to the Trustee or its agent  thereunder,
authenticate  and deliver such Global Note or Notes,  which (i) shall represent,
and shall be denominated in an amount equal to the aggregate principal amount of
the  Outstanding  Notes to be represented by such Global Note or Notes,  or such
portion  thereof as the Company shall specify in a Company Order,  (ii) shall be
registered  in the name of the  Depositary  for such Global Note or Notes or its
nominee,  (iii) shall be delivered by the Trustee or its agent to the Depositary
or  pursuant  to the  Depositary's  instruction  and  (iv)  shall  bear a legend
substantially  to the  following  effect:  "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  Depositary to a nominee of the Depositary
or by a nominee of the  Depositary to the  Depositary or another  nominee of the
Depositary or by the Depositary or any such nominee to a successor Depositary or
a nominee of such successor Depositary.  Unless this certificate is presented by
an authorized  representative  of the Depositary to the Company or its agent for
registration of transfer,  exchange,  or payment,  and any certificate issued is
registered in the name of the nominee of the Depositary or in such other name as
is requested by an authorized  representative of the Depositary (and any payment
is made to the nominee of the Depositary or to such other entity as is requested
by an authorized  representative  of the Depositary),  ANY TRANSFER,  PLEDGE, OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch
as the registered owner hereof,  the nominee of the Depositary,  has an interest
herein."

         (b)  Notwithstanding  any other  provision  of this  Section 2.12 or of
Section 2.05,  and subject to the  provisions  of paragraph (c) below,  a Global
Note may be transferred,  in whole but not in part and in the manner provided in
Section 2.05,  only to a nominee of the  Depositary  for such Global Note, or to
the  Depositary,  or a successor  Depositary  for such  Global Note  selected or
approved by the Company, or to a nominee of such successor Depositary.

         (c)

         (i)

(i) If at any time the Depositary for a Global Note notifies the Company that it
is unwilling or unable to continue as  Depositary  for such Global Note or if at
any time the  Depositary  for the Notes  shall no longer be  eligible or in good
standing under the Exchange Act or any other  applicable  statute or regulation,
the Company shall appoint a successor Depositary with


                                      -35-



respect to such Global Note. If a successor  Depositary  for such Global Note is
not  appointed  by the Company  within 90 days after the Company  receives  such
notice or becomes aware of such  ineligibility,  the Company and the  Guarantors
will  execute,  and the Trustee or an agent  thereof,  upon receipt of a Company
Order for the  authentication  and delivery of  individual  Definitive  Notes in
exchange  for such  Global  Note,  will  authenticate  and  deliver,  individual
Definitive Notes of like tenor and terms in an aggregate  principal amount equal
to the principal amount of the Global Note in exchange for such Global Note.

         (ii) The Company may at any time and in its sole  discretion  determine
     that the Notes  issued  in the form of one or more  Global  Notes  shall no
     longer be  represented  by such  Global  Note or Notes.  In such  event the
     Company will execute, and the Trustee,  upon receipt of a Company Order for
     the authentication and delivery of individual  Definitive Notes in exchange
     in whole or in part for such Global  Note,  will  authenticate  and deliver
     individual  Definitive  Notes  of like  tenor  and  terms  in an  aggregate
     principal amount equal to the principal amount of such Global Note or Notes
     in exchange for such Global Note or Notes.

         (iii) If  specified  by the Company  pursuant to a Company  Order,  the
     Depositary  for a Global Note may surrender such Global Note in exchange in
     whole or in part for individual Definitive Notes of like tenor and terms on
     such terms as are acceptable to the Company and such Depositary.  Thereupon
     the  Company  shall  execute,  and the  Trustee or an agent  thereof,  upon
     receipt of a Company Order, shall authenticate and deliver, without service
     charge,  (1) to each Person  specified by such  Depositary a new Definitive
     Note or Notes of like tenor and terms and of any authorized denomination as
     requested by such Person in an aggregate  principal  amount equal to and in
     exchange  for  such  Person's  beneficial  interest  as  specified  by such
     Depositary in the Global Note; and (2) to such Depositary a new Global Note
     of like  tenor  and terms and in an  authorized  denomination  equal to the
     difference,  if any, between the principal amount of the surrendered Global
     Note and the aggregate  principal  amount of Definitive  Notes delivered to
     Holders thereof.

         (iv) In any  exchange  provided  for in  (i),  (ii)  or  (iii)  of this
     paragraph (c), the Company will execute and the Trustee or an agent thereof
     will  authenticate  and deliver  individual  Definitive Notes in registered
     form in authorized denominations. Upon the exchange of the entire principal
     amount of a Global Note for individual  Definitive Notes, such Global Notes
     shall be cancelled by the Trustee or an agent  thereof.  Except as provided
     in (iii)  above,  Definitive  Notes  issued in  exchange  for a Global Note
     pursuant  to this  Section  shall be  registered  in such names and in such
     authorized  denominations as the Depositary for such Global Note,  pursuant
     to  instructions  from its direct or indirect  participants  or  otherwise,
     shall instruct  either the Trustee or the Note  Registrar.  Such Trustee or
     the Note Registrar  shall deliver such  Definitive  Notes to the Persons in
     whose names such Notes are so registered.


                                      -36-



                                    ARTICLE 3
                            REDEMPTION AND PREPAYMENT

SECTION 3.01.  NOTICES TO TRUSTEE.

         If the  Company  elects  to  redeem  Notes  pursuant  to  the  optional
redemption  provisions of Section 3.07 hereof,  it shall furnish to the Trustee,
at least 30 days but not more than 60 days before a  redemption  date  (unless a
shorter period is acceptable to the Trustee),  a Company Order setting forth (i)
the Section of this Indenture pursuant to which the redemption shall occur, (ii)
the redemption date, (iii) the principal amount of Notes to be redeemed and (iv)
the redemption price.

         If the Company is required to make an offer to purchase  Notes pursuant
to the  provisions  of Sections  3.09 or 4.14  hereof,  it shall  furnish to the
Trustee,  at least 30 days before the scheduled  purchase  date, a Company Order
setting forth (i) the Section of this  Indenture  pursuant to which the offer to
purchase  shall occur,  (ii) the terms of the offer,  (iii) the purchase  price,
(iv) the principal  amount of the Notes to be purchased,  (v) the purchase date,
(vi) a statement to the effect that all conditions  precedent required to be met
as part of such offers to purchase have been met and (vii) further setting forth
a  statement  to the  effect  that  (a)  the  Company  or one of its  Restricted
Subsidiaries   has  effected  an  Asset  Sale  and  there  are  Excess  Proceeds
aggregating more than $15.0 million or (b) a Change of Control has occurred,  as
applicable.

SECTION 3.02.  SELECTION OF NOTES TO BE PURCHASED OR REDEEMED.

         If less than all of the Notes are to be redeemed at any time, selection
of the Notes for redemption  shall be made by the Trustee 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, by lot
or by such other method as the Trustee deems fair and appropriate; provided that
no Notes with a principal amount of $1,000 or less shall be redeemed in part.

         The Trustee shall  promptly  notify the Company in writing of the Notes
selected  for  redemption  and,  in the case of any Note  selected  for  partial
purchase or redemption,  the principal amount thereof to be redeemed.  Notes and
portions of Notes selected  shall be in amounts of $1,000 or whole  multiples of
$1,000;  except  that if all of the  Notes of a Holder  are to be  purchased  or
redeemed,  the entire Outstanding  amount of Notes held by such Holder,  even if
not a multiple of $1,000, shall be redeemed. Except as provided in the preceding
sentence, 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,  by first class mail, a notice of
redemption  to each Holder  whose  Notes are to be  redeemed  at its  registered
address.


                                      -37-



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

         (a) the redemption date;

         (b) the redemption price and accrued  interest and Liquidated  Damages,
if any;

         (c) 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 upon
surrender  of such Note,  a new Note or Notes in  principal  amount equal to the
unredeemed portion shall be issued upon surrender of the original Note;

         (d) the name and address of the Paying Agent;

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

         (f)  that,  unless  the  Company  defaults  in making  such  redemption
payment, interest and Liquidated Damages, if any, on Notes called for redemption
cease to accrue on and after the redemption date;

         (g) the  paragraph  of the  Notes  and/or  Section  of  this  Indenture
pursuant to which the Notes called for redemption are being redeemed; and

         (h) that no representation is made as to the correctness or accuracy of
the CUSIP number, if any, listed in such notice or printed on the Notes.

         At the  Company's  request,  the  Trustee  shall  give  the  notice  of
redemption in the Company's name and at its expense; provided, however, that the
Company  shall  have  delivered  to the  Trustee,  at least 45 days prior to the
redemption  date (or such shorter period as shall be acceptable to the Trustee),
a Company Order  requesting  that the Trustee give such notice and setting forth
the  information  to be  stated  in such  notice as  provided  in the  preceding
paragraph. The notice mailed in the manner herein provided shall be conclusively
presumed to have been duly given whether or not the Holder receives such notice.
In any case,  failure to give such notice by mail or any defect in the notice to
the Holder of any Note shall not affect the validity of the  proceeding  for the
redemption of any other Note.

SECTION 3.04.  EFFECT OF NOTICE OF REDEMPTION.

         Once notice of  redemption  is mailed in  accordance  with Section 3.03
hereof,  Notes called for redemption  become  irrevocably due and payable on the
Redemption  Date at the redemption  price,  plus accrued and unpaid interest and
Liquidated  Damages,  if any, to such date.  A notice of  redemption  may not be
conditional.


                                      -38-



SECTION 3.05.  DEPOSIT OF REDEMPTION OR PURCHASE PRICE.

         On or before 12:00 p.m. (New York City time) on each redemption date or
the date on which Notes must be accepted for  purchase  pursuant to Section 3.09
or 4.14,  the Company  shall  deposit  with the Trustee or with the Paying Agent
money  sufficient to pay the redemption price of and accrued and unpaid interest
and Liquidated Damages, if any, on all Notes to be redeemed or purchased on that
date. The Trustee or the Paying Agent shall promptly  return to the Company upon
its written  request any money deposited with the Trustee or the Paying Agent by
the Company in excess of the amounts  necessary to pay the  redemption  price of
(including any applicable premium),  accrued interest and Liquidated Damages, if
any, on all Notes to be redeemed or purchased.

         If Notes  called for  redemption  or tendered in an Asset Sale Offer or
Change  of  Control  Offer are paid or if the  Company  has  deposited  with the
Trustee or Paying Agent money sufficient to pay the redemption or purchase price
of, unpaid and accrued interest and Liquidated  Damages, if any, on all Notes to
be redeemed or purchased on and after the redemption or purchase date,  interest
and  Liquidated  Damages,  if any,  shall  cease to  accrue  on the Notes or the
portions of Notes  called for  redemption  or tendered  and not  withdrawn in an
Asset Sale Offer or Change of Control Offer (regardless of whether  certificates
for such securities are actually surrendered). Notwithstanding Sections 3.09 and
Sections 3.14, if a Note is redeemed or purchased on or after an interest record
date but on or prior to the related  interest payment date, then any accrued and
unpaid interest and Liquidated  Damages,  if any, shall be paid to the Person in
whose name such Note was  registered  at the close of  business  on such  record
date. If any Note called for redemption  shall not be so paid upon surrender for
redemption  because of the failure of the  Company to comply with the  preceding
paragraph,  interest  shall  be paid on the  unpaid  principal,  and  Liquidated
Damages,  if any, from the  redemption or purchase date until such  principal is
paid,  and to the  extent  lawful,  on any  interest  not  paid on  such  unpaid
principal,  in each case at the rate  provided in the Notes and in Section  4.01
hereof.

SECTION 3.06.  NOTES REDEEMED IN PART.

         Upon surrender of a Note that is redeemed in part (with, if the Company
or the Trustee so  requires,  due  endorsement  by, or a written  instrument  of
transfer in form  satisfactory  to the Company and the Trustee duly executed by,
the Holder  thereof or his attorney  duly  authorized  in writing),  the Company
shall  issue  and,  upon  the  Company's  written  request,  the  Trustee  shall
authenticate  for the Holder at the  expense of the  Company a new Note equal in
aggregate  principal amount to and in exchange for the unredeemed portion of the
principal of the Note surrendered.

SECTION 3.07.  OPTIONAL REDEMPTION.

         Except  as set  forth in the next  paragraph,  the  Notes  shall not be
redeemable  at the  Company's  option prior to March 15, 2003.  Thereafter,  the
Notes shall be subject to redemption  at the option of the Company,  in whole or
in part, upon not less than 30 nor more


                                      -39-



than 60 days' notice,  at the  redemption  prices  (expressed as  percentages of
principal amount) set forth below, together with accrued and unpaid interest and
Liquidated  Damages,  if any,  thereon to the  applicable  redemption  date,  if
redeemed  during  the twelve  month  period  beginning  on March 15 of the years
indicated below:


          YEAR                                          PERCENTAGE
          ----                                          ----------
          2003.......................................     104.500%
          2004.......................................     103.000%
          2005.......................................     101.500%
          2006 and thereafter........................     100.000%

         Notwithstanding the foregoing, at any time prior to March 15, 2001, the
Company on one or more occasions may redeem up to 35% of the aggregate principal
amount of Notes originally issued with the net proceeds of one or more offerings
of common stock of the Company for cash at a redemption price of 109.000% of the
principal  amount  thereof  plus  accrued  and unpaid  interest  and  Liquidated
Damages, if any, thereon to the applicable date of redemption;  provided that at
least 65% of the  aggregate  principal  amount of the Notes  remain  Outstanding
immediately after the occurrence of each such redemption.

         Any redemption  pursuant to this Section 3.07 shall be made pursuant to
the provisions of Sections 3.01 through 3.06 hereof.

SECTION 3.08.  MANDATORY REDEMPTION.

         Except as set forth under the Sections 3.09, 4.10 and 4.14 hereof,  the
Company  shall not be  required to make  mandatory  redemption  or sinking  fund
payments with respect to the Notes.

SECTION 3.09.  OFFER TO PURCHASE BY APPLICATION OF EXCESS PROCEEDS.

         In the event that,  pursuant to Section 4.10 hereof,  the Company shall
be required  to  commence  an offer to all Holders to purchase  Notes (an "Asset
Sale Offer"), it shall follow the procedures specified below:

         The Asset Sale Offer shall remain open for a period of twenty  Business
Days after the  Commencement  Date relating to such Asset Sale Offer,  except to
the extent that a longer period is required by  applicable  law (as so extended,
the "Offer  Period").  No later than five Business Days after the termination of
the Offer Period (the "Purchase Date"), the Company shall purchase the principal
amount of Notes  required to be  purchased  pursuant  to Sections  3.02 and 4.10
hereof (the "Offer Amount") or, if less than the Offer Amount has been tendered,
all Notes tendered in response to the Asset Sale Offer.

         If the Purchase  Date is on or after an interest  record date and on or
before the related  interest  payment date, any accrued and unpaid  interest and
Liquidated  Damages, if any, shall be paid to the Person in whose name a Note is
registered  at the close of  business  on such record  date,  and no  additional
interest or Liquidated Damages, if any, shall be


                                      -40-




payable to Holders who tender Notes pursuant to the Asset Sale Offer.

         No later than the date which is fifteen Business Days after the date on
which the aggregate amount of Excess Proceeds exceeds $15.0 million, the Company
shall  notify the Trustee of such Asset Sale Offer in  accordance  with  Section
3.09 hereof and commence or cause to be commenced the Asset Sale Offer on a date
no later than fifteen Business Days after such notice (the "Commencement Date").

         On the  Commencement  Date of any Asset Sale Offer,  the Company  shall
send or cause to be sent,  by first class mail, a notice to the Trustee and each
of the  Holders.  Such  notice,  which shall  govern the terms of the Asset Sale
Offer,  shall contain all  instructions  and materials  necessary to enable such
Holders to tender Notes pursuant to the Asset Sale Offer and shall state:

         (a) that the Asset Sale Offer is being made  pursuant  to this  Section
3.09 and  Section  4.10 hereof and the length of time the Asset Sale Offer shall
remain open;

         (b) the Offer Amount, the purchase price and the Purchase Date;

         (c) that any Note not tendered or accepted for payment  shall  continue
to accrue interest;

         (d) that,  unless the Company  defaults in the payment of the  purchase
price,  any Note  accepted  for  payment  pursuant to the Asset Sale Offer shall
cease to accrue  interest and  Liquidated  Damages,  if any,  after the Purchase
Date;

         (e) that  Holders  electing  to have a Note  purchased  pursuant to any
Asset Sale Offer shall be required to surrender the Note, with the form entitled
"Option of Holder to Elect  Purchase" on the reverse of the Note  completed,  or
transfer by book-entry transfer,  to the Company, a depositary,  if appointed by
the Company,  or a Paying Agent at the address specified in the notice not later
than the close of business on the last day of the Offer Period;

         (f) that Holders  shall be entitled to withdraw  their  election if the
Company,  the depositary or the Paying Agent, as the case may be, receives,  not
later  than  the  close of  business  on the last  day of the  Offer  Period,  a
telegram,  telex, facsimile transmission or letter setting forth the name of the
Holder, the principal amount of the Note the Holder delivered for purchase and a
statement  that  such  Holder  is  withdrawing  his  election  to have such Note
purchased;

         (g) that, if the aggregate  principal  amount of Notes  surrendered  by
Holders  exceeds  the Offer  Amount,  the Company  shall  select the Notes to be
purchased  on a  pro  rata  basis  (with  such  adjustments  as  may  be  deemed
appropriate  by the Company so that only Notes in  denominations  of $1,000,  or
integral multiples thereof, shall be purchased); and

         (h) that  Holders  whose  Notes  were  purchased  only in part shall be
issued


                                      -41-



new Notes  equal in  principal  amount to the  unpurchased  portion of the Notes
surrendered (or  transferred by book-entry  transfer) in accordance with Section
3.06 hereof.

         On or before 12:00 p.m. (New York City time) on each Purchase Date, the
Company  shall  irrevocably   deposit  with  the  Trustee  or  Paying  Agent  in
immediately  available  funds the  aggregate  purchase  price with  respect to a
principal  amount of Notes equal to the Offer Amount,  together with accrued and
unpaid interest and Liquidated  Damages, if any, thereon, to be held for Payment
in accordance  with the terms of this Section 3.09.  On the Purchase  Date,  the
Company shall, to the extent lawful, (i) accept for payment, on a pro rata basis
to the extent necessary,  the Offer Amount of Notes or portions thereof tendered
pursuant  to the Asset  Sale  Offer,  or if less than the Offer  Amount has been
tendered,  all  Notes  tendered,  (ii)  deliver  or cause  the  Paying  Agent or
depositary,  as the case may be, to deliver to the Trustee Notes so accepted and
(iii) deliver to the Trustee an Officer's Certificate stating that such Notes or
portions thereof were accepted for payment by the Company in accordance with the
terms of this Section 3.09. The Company,  the depositary or the Paying Agent, as
the case may be, shall  promptly  (but in any case not later than five  Business
Days after the Purchase Date) mail or deliver to each tendering Holder an amount
equal to the purchase price of the Notes tendered by such Holder and accepted by
the Company for purchase,  plus any accrued and unpaid  interest and  Liquidated
Damages,  if any, thereon,  and the Company shall promptly issue a new Note, and
the  Trustee  shall  authenticate  and mail or  deliver  such new Note,  to such
Holder,  equal in principal  amount to any unpurchased  portion of such Holder's
Notes  surrendered.  Any  Note  not so  accepted  shall be  promptly  mailed  or
delivered by the Company to the Holder thereof.

         Other than as specifically  provided in this Section 3.09, any purchase
pursuant  to this  Section  3.09 shall be made  pursuant  to the  provisions  of
Sections 3.01, 3.02, 3.05 and 3.06 hereof.


                                    ARTICLE 4
                                    COVENANTS

SECTION 4.01.  PAYMENT OF NOTES.

         The Company shall pay or cause to be paid the principal of, premium, if
any,  and  interest on the Notes on the dates and in the manner  provided in the
Notes. The Company shall pay all Liquidated  Damages, if any, in the same manner
on the dates and in the amounts set forth in the Registration  Rights Agreement.
Principal,  premium,  if any, interest and Liquidated  Damages, if any, shall be
considered  paid for all  purposes  hereunder on the date the Paying  Agent,  if
other than the Company or a Subsidiary thereof, holds as of 12:00 noon (New York
City time) money  deposited by the Company in  immediately  available  funds and
designated  for and  sufficient  to pay all  such  principal,  premium,  if any,
interest and Liquidated Damages, if any, then due.

         The Company shall pay interest (including post-petition interest in any
proceeding  under any Bankruptcy Law) on overdue  principal at the rate equal to
1% per


                                      -42-



annum in excess of the then applicable  interest rate on the Notes to the extent
lawful;  it  shall  pay  interest  (including   post-petition  interest  in  any
proceeding  under any Bankruptcy  Law) on overdue  installments  of interest and
Liquidated  Damages  (without regard to any applicable grace period) at the same
rate to the extent lawful.

SECTION 4.02.  MAINTENANCE OF OFFICE OR AGENCY.

         The Company shall  maintain an office or agency (which may be an office
of the Trustee or an affiliate of the Trustee or Note Registrar) where Notes may
be surrendered  for  registration  of transfer or for exchange and where notices
and  demands to or upon the  Company in respect of the Notes and this  Indenture
may be served.  The Company shall give prompt  written  notice to the Trustee of
the location,  and any change in the location,  of such office or agency.  If at
any time the Company shall fail to maintain any such  required  office or agency
or  shall  fail  to  furnish  the  Trustee  with  the  address   thereof,   such
presentations,  surrenders,  notices  and  demands  may be made or served at the
Corporate Trust Office of the Trustee.

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

         The Company hereby designates the Corporate Trust Office of the Trustee
as one such  office or agency of the Company in  accordance  with  Section  2.03
hereof.

SECTION 4.03.  REPORTS.

         Whether or not required by the rules and regulations of the Commission,
so long as any Notes are  Outstanding,  the Company shall furnish to the Holders
of Notes (i) all  quarterly  and  annual  financial  information  that  would be
required to be contained in a filing with the  Commission on Forms 10-Q and 10-K
if the  Company  were  required to file such  Forms,  including a  "Management's
Discussion and Analysis of Financial  Condition and Results of Operations"  that
describes the  financial  condition and results of operations of the Company and
its consolidated  subsidiaries and, with respect to the annual information only,
a report thereon by the Company's certified independent accountants and (ii) all
current  reports that would be required to be filed with the  Commission on Form
8-K if the Company were required to file such reports. In addition,  for so long
as any Notes  constitute  "restricted  securities"  within  the  meaning of Rule
144(a)(3)  under the Securities Act, the Company shall furnish to Holders and to
securities analysts and prospective  investors,  upon their request,  such other
information as may be required to be delivered pursuant to Rule 144A(d)(4) under
the Securities Act.


                                      -43-



         The financial  information  to be distributed to Holders of Notes shall
be filed with the Trustee and mailed to the Holders at their addresses appearing
in the Note Register, within 120 days after the end of the Company's fiscal year
and within 60 days  after the end of each of the first  three  quarters  of each
such fiscal year.

         The  Company  shall  provide the Trustee  with a  sufficient  number of
copies of all reports and other  documents and  information and the Trustee will
deliver such reports to the Holders under this Section 4.03.

SECTION 4.04.  COMPLIANCE CERTIFICATE.

         (a) The Company shall deliver to the Trustee, within 120 days after the
end of each  fiscal  year,  an  Officer's  Certificate  signed by the  principal
executive officer,  principal financial officer or principal  accounting officer
stating  that a review of the  activities  of the Company  and its  Subsidiaries
during the  preceding  fiscal  year has been made under the  supervision  of the
signing  Officers with a view to  determining  whether each has kept,  observed,
performed  and  fulfilled  its  obligations  under this  Indenture,  and further
stating,  as to each such Officer signing such certificate,  that to the best of
his or her  knowledge  each entity has kept,  observed,  performed and fulfilled
each and every covenant contained in this Indenture and is not in default in the
performance or observance of any of the terms, provisions and conditions of this
Indenture (or, if a Default or Event of Default shall have occurred,  describing
all such Defaults or Events of Default of which he or she may have knowledge and
what action the Company is taking or proposes to take with respect  thereto) and
that to the best of his or her  knowledge  no event has  occurred and remains in
existence by reason of which  payments on account of the principal of,  interest
or Liquidated  Damages,  if any, on the Notes is prohibited or if such event has
occurred,  a  description  of the event and what action the Company is taking or
proposes to take with respect  thereto.  For the purpose of this  Section  4.04,
compliance shall be determined without regard to any grace period or requirement
of notice provided pursuant to the terms of this Indenture.

         (b) So long as not contrary to the then current  recommendations of the
American  Institute of Certified  Public  Accountants,  in  connection  with the
annual  financial  statements  delivered  pursuant to Section 4.03  hereof,  the
Company  shall  use its best  efforts  to  deliver a  written  statement  of the
Company's independent public accountants (who shall be Price Waterhouse LLP or a
successor firm or another firm of  established  national  reputation  reasonably
satisfactory  to the  Trustee)  that in making  the  examination  necessary  for
certification of such financial statements,  nothing has come to their attention
that would lead them to believe that the Company has violated any  provisions of
Article  Four or Section  5.01 hereof or, if any such  violation  has  occurred,
specifying the nature and period of existence thereof,  it being understood that
such  accountants  shall not be liable  directly or indirectly to any Person for
any failure to obtain  knowledge of any such  violation.  In the event that such
written  statement  cannot be obtained,  the Company  shall deliver an Officer's
Certificate  certifying  that it has  used  its  best  efforts  to  obtain  such
statements and was unable to do so.


                                      -44-



         (c) The  Company  shall,  so long as any of the Notes are  Outstanding,
deliver to the Trustee,  forthwith upon the Company  having actual  knowledge of
any  Default or Event of  Default,  an  Officer's  Certificate  specifying  such
Default or Event of Default and what action the Company is taking or proposes to
take with respect thereto.

SECTION 4.05.  TAXES.

         The Company shall pay, and shall cause each of its Subsidiaries to pay,
prior to delinquency,  all material taxes, assessments,  and governmental levies
shown on returns to be due and owing, except such as are contested in good faith
by appropriate procedures.

SECTION 4.06.  STAY, EXTENSION AND USURY LAWS.

         The Company  and each  Guarantor  covenants  (to the extent that it may
lawfully  do so) that it shall not at any time  insist  upon,  plead,  or in any
manner whatsoever claim or take the benefit or advantage of, any stay, extension
or usury law wherever  enacted,  now or at any time hereafter in force, that may
affect the covenants or the performance of this  Indenture;  and the Company and
each  Guarantor  (to the extent  that it may  lawfully  do so) hereby  expressly
waives all benefit or  advantage of any such law,  and  covenants  that it shall
not, by resort to any such law,  hinder,  delay or impede the  execution  of any
power herein  granted to the Trustee,  but shall suffer and permit the execution
of every such power as though no such law has been enacted.

SECTION 4.07.  RESTRICTED PAYMENTS.

         The  Company  shall not,  and shall not  permit  any of its  Restricted
Subsidiaries to, directly or indirectly: (i) declare or pay any dividend or make
any distribution  (including in connection with any merger or  consolidation) on
account  of any  Equity  Interests  of  the  Company  or  any of its  Restricted
Subsidiaries (other than dividends or distributions  payable in Equity Interests
(other than  Disqualified  Stock) of the Company or dividends  or  distributions
payable  to the  Company  or  any  Wholly  Owned  Restricted  Subsidiary  of the
Company);  (ii)  purchase,  redeem or otherwise  acquire or retire for value any
Equity Interests of the Company, any of its Restricted Subsidiaries or any other
Affiliate  of the Company  (other than any such  Equity  Interests  owned by the
Company or any Wholly Owned  Restricted  Subsidiary of the Company);  (iii) make
any principal  payment or, with respect to Disqualified  Stock,  similar payment
on, or purchase,  redeem,  defease or otherwise  acquire or retire for value (x)
any  Indebtedness  that is  subordinated  in right of  payment to the Notes or a
Guarantee or (y) any Disqualified  Stock,  except at the original final maturity
thereof or in accordance  with the scheduled  mandatory  redemption or repayment
provisions set forth in the original  documentation  governing such Indebtedness
or  Disqualified  Stock (but not pursuant to any  mandatory  offer to repurchase
upon the occurrence of any event);  or (iv) make any Restricted  Investment (all
such  payments  and other  actions set forth in clauses  (i) through  (iv) above
being collectively referred to as "Restricted Payments"), unless, at the time of
such Restricted Payment:


                                      -45-



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

         (b) the Company would be permitted,  immediately after giving effect to
such  Restricted  Payment,  to incur at least $1.00 of  additional  Indebtedness
pursuant  to the  Fixed  Charge  Coverage  Ratio  test set  forth  in the  first
paragraph of Section 4.09 hereof, and

         (c) such Restricted  Payment,  together with the aggregate of all other
Restricted  Payments made by the Company and its Restricted  Subsidiaries  after
the date hereof (the amount so expended, if other than in cash, to be determined
in good faith by the Board of Directors of the Company and excluding  Restricted
Payments  permitted by clauses (ii), (iii), (iv), (vi), (vii), (x) and (xiii) of
the  next  succeeding  paragraph),  is  less  than  the  sum of  (1)  50% of the
Consolidated  Net Income of the Company for the period (taken as one  accounting
period) from January 1, 1998 to the end of the  Company's  most  recently  ended
fiscal quarter for which financial  statements are available at the time of such
Restricted  Payment  (or, if such  Consolidated  Net Income for such period is a
deficit,  minus  100% of such  deficit),  plus  (2)  100% of the  aggregate  net
proceeds  (including the fair market value of non-cash proceeds as determined in
good faith by the Board of  Directors  of the  Company)  received by the Company
from  contributions  of capital  or the issue or sale  since the date  hereof of
Equity  Interests of the Company or of debt  securities of the Company that have
been  converted  into such Equity  Interests  (other than  Equity  Interests  or
convertible debt securities) sold to a Restricted  Subsidiary of the Company and
other than  Disqualified  Stock or debt securities that have been converted into
Disqualified Stock);  provided that no proceeds received by the Company from the
issue or sale of any Equity  Interests  issued by the Company will be counted in
determining the amount  available for Restricted  Payments under this clause (c)
to the extent such proceeds were used to redeem,  repurchase,  retire or acquire
any  Equity  Interests  of the  Company  pursuant  to  clause  (ii) of the  next
succeeding  paragraph,   to  defease,  redeem  or  repurchase  any  subordinated
Indebtedness  pursuant to clause  (iii) of the next  succeeding  paragraph or to
redeem,  repurchase,  retire or acquire  any  Equity  Interests  of the  Company
pursuant to clause (iv) of the next succeeding paragraph, plus (3) to the extent
that any Restricted  Investment  that was made after the date hereof is sold for
cash or otherwise liquidated or repaid for cash, the cash return of capital with
respect to such Restricted Investment (less the cost of disposition, if any).

         The foregoing  provisions will not prohibit any or all of the following
Restricted  Payments  (each  and all of which  (1)  constitutes  an  independent
exception  to the  foregoing  provisions  and (2) may occur in  addition  to any
action  permitted  to occur under any other  exception):  (i) the payment of any
dividend within 60 days after the date of declaration  thereof,  if at such date
of  declaration  such payment would have  complied  with the  provisions of this
Indenture; (ii) the redemption,  repurchase,  retirement or other acquisition of
any Equity  Interests of the Company in exchange for, or out of the net proceeds
of, the substantially  concurrent sale (other than to a Restricted Subsidiary of
the Company) of other Equity  Interests of the Company (other than  Disqualified
Stock);   (iii)  the  defeasance,   redemption  or  repurchase  of  subordinated
Indebtedness  with the net proceeds from an incurrence of Permitted  Refinancing
Indebtedness or the substantially concurrent


                                      -46-



sale (other than to a Restricted  Subsidiary) of Equity Interests of the Company
(other than Disqualified Stock); (iv) the redemption,  repurchase, retirement or
other  acquisition of any Disqualified  Stock in exchange for, or out of the net
proceeds  of, the  substantially  concurrent  sale (other  than to a  Restricted
Subsidiary)  of  Disqualified  Stock;  provided that any  Disqualified  Stock so
issued has a stated,  liquidation,  redemption  or similar value no greater than
the  Disqualified  Stock  being  redeemed,  repurchased,  retired  or  otherwise
acquired and matures, is mandatorily redeemable and/or is redeemable at the sole
option of the holder  thereof on a date later than the date of the  Disqualified
Stock  being  redeemed,  repurchased,  retired or  otherwise  acquired;  (v) the
funding of loans (but not  including the  forgiveness  of any such loan) to, and
payment of  directors'  and  officers'  insurance  premiums  for the benefit of,
executive officers,  directors,  employees or shareholders for relocation loans,
bonus  advances  and  other  purposes  consistent  with  past  practices  or the
purchase,  redemption or other  acquisition for value of shares of Capital Stock
of the Company (other than Disqualified Stock) or options on such shares held by
the Company's or the Restricted Subsidiaries'  directors,  officers or employees
or former  directors,  officers  or  employees  (or their  estates  or trusts or
beneficiaries   under   their   estates  or  trusts  for  the  benefit  of  such
beneficiaries)  upon  the  death,  disability,   retirement  or  termination  of
employment of such current or former directors,  officers or employees  pursuant
to the terms of an  employee  benefit  plan or any other  agreement  pursuant to
which such  shares of Capital  Stock or options  were  issued or  pursuant  to a
severance,  buy-sell or right of first  refusal  agreement  with such current or
former directors,  officers or employees;  provided that the aggregate amount of
any such loans  funded  and cash  consideration  paid,  or  distributions  made,
pursuant to this clause (v) does not in any one fiscal year exceed $5.0 million;
(vi) the payment of dividends by a Restricted  Subsidiary on any class of common
stock of such  Restricted  Subsidiary  if such  dividend is paid pro rata to all
holders  of such class of common  stock;  (vii) the  repurchase  of any class of
common stock of a Restricted Subsidiary if such repurchase is made pro rata with
respect to such class of common stock;  (viii)  payments of cash,  not to exceed
$5.0 million in the aggregate,  (A) in lieu of the issuance of fractional shares
in connection  with stock dividends and other  distributions  on account of, and
otherwise  payable in, Equity  Interests  and (B) to redeem Equity  Interests in
connection  with a rights plan adopted by the Board of Directors of the Company;
(ix) payments in respect of the warrant to acquire  1,000,000 shares (subject to
adjustment) of the Company's  common stock  originally  issued to  Bristol-Myers
Squibb Company in connection with the Company's acquisition on December 31, 1997
of Linvatec  Corporation and certain related  assets;  (x) any other  Restricted
Payment if the amounts thereof, together with all other Restricted Payments made
pursuant  to this  clause  (x) since the date  hereof,  shall not  exceed  $10.0
million;  (xi) the payment of  dividends  by a Foreign  Subsidiary  to a foreign
national on any class of common stock of such Foreign Subsidiary that,  pursuant
to  requirements  of local law in a jurisdiction  outside the United States,  is
held by such foreign national;  (xii) payments pursuant to or in connection with
consolidations,  mergers or transfers of assets that comply with the  provisions
of this  Indenture  applicable  to  mergers,  consolidations  or sales of assets
(including  share exchanges  pursuant to state law), not to exceed $15.0 million
in the aggregate; and (xiii) the redemption,  repurchase or other acquisition of
Notes.  In the event that a Restricted  Payment  meets the criteria of more than
one of the types of Restricted  Payments described in clauses (i) through (xiii)
of this paragraph, the Company, in its sole


                                      -47-



discretion,  shall  classify  such  Restricted  Payment  and only be required to
include the amount and type of such Restricted Payment in one of such clauses.

         The Board of Directors may designate any Restricted Subsidiary to be an
Unrestricted  Subsidiary;  provided,  however,  that (i) no  Default or Event of
Default shall have occurred and be  continuing  or would arise  therefrom,  (ii)
such  designation,  when  considered  as an  Investment as described in the next
sentence,  is  at  that  time  permitted  under  this  Section  4.07  and  (iii)
immediately after giving effect to such  designation,  the Company would be able
to incur at least  $1.00 of  additional  Indebtedness  under  the  Fixed  Charge
Coverage Ratio set forth in the first paragraph of Section 4.09 hereof. All such
outstanding  Investments shall be deemed to constitute Restricted Investments in
an  amount  equal  to the fair  market  value  (as  determined  by the  Board of
Directors of the Company in good faith) of such  Investments at the time of such
designation. Such designation shall only be permitted if under the terms of this
Indenture such Restricted Investment would be permitted at such time and if such
Restricted   Subsidiary  otherwise  meets  the  definition  of  an  Unrestricted
Subsidiary.

         Not later than the date of making  any  Restricted  Payment  (excluding
Restricted  Payments permitted by (ii), (iii), (iv), (vi), (vii), (x) and (xiii)
of the second  preceding  paragraph  hereof,  the Company  shall  deliver to the
Trustee  an  Officer's  Certificate  stating  that such  Restricted  Payment  is
permitted  and setting forth the basis upon which the  calculations  required by
this  Section 4.07 were  computed,  which  calculations  shall be based upon the
Company's latest available financial statements.

SECTION 4.08.  DIVIDEND AND OTHER PAYMENT RESTRICTIONS AFFECTING RESTRICTED
               SUBSIDIARIES.

         The  Company  shall not,  and shall not  permit  any of its  Restricted
Subsidiaries to, directly or indirectly,  create or otherwise cause or suffer to
exist or become  effective  any  encumbrance  or consensual  restriction  on the
ability of any Restricted  Subsidiary to: (i)(a) pay dividends or make any other
distributions  to the  Company  or any of  its  Restricted  Subsidiaries  on its
Capital  Stock or (b) pay any  Indebtedness  owed to the  Company  or any of its
Restricted  Subsidiaries;  (ii) make loans or  advances to the Company or any of
its Restricted  Subsidiaries;  or (iii) transfer any of its properties or assets
to  the  Company  or  any  of  its  Restricted  Subsidiaries,  except  for  such
encumbrances  or  restrictions  existing  under  or by  reason  of (a)  Existing
Indebtedness, as in effect on the date hereof and any amendments, modifications,
restatements,  renewals,  increases,  supplements,  refundings,  replacements or
refinancings  thereof  permitted  hereunder;   provided  that  such  amendments,
modifications,   restatements,  renewals,  increases,  supplements,  refundings,
replacements or refinancings are no more restrictive in the aggregate than those
contained in the Existing Indebtedness, as in effect on the date hereof; (b) the
Credit  Facility  and any  amendments,  modifications,  restatements,  renewals,
increases,  supplements,   refundings,   replacements  or  refinancings  thereof
permitted hereunder; provided that such amendments, modifications, restatements,
renewals, increases, supplements, refundings, replacement or refinancings are no
more restrictive in the aggregate than those contained in the Credit Facility as
in effect on the date


                                      -48-



hereof; (c) the Indenture, the Notes and the Guarantees; (d) applicable law; (e)
any instrument  governing  Indebtedness or Capital Stock of a Person acquired by
the Company or any of its Restricted  Subsidiaries,  as in effect at the time of
acquisition  (except to the extent such  Indebtedness was incurred in connection
with,  or  in  contemplation  of,  such  acquisition),   which  encumbrances  or
restriction is not applicable to any Person,  or the properties or assets of any
Person,  other than the Person,  or the  property  or assets of the  Person,  so
acquired;  (provided that in the case of  Indebtedness,  such  Indebtedness  was
permitted by the terms of this  Indenture to be incurred),  and any  amendments,
modifications,   restatements,  renewals,  increases,  supplements,  refundings,
replacements or refinancings  thereof  permitted  hereunder;  provided that such
amendments,  modifications,   restatements,  renewals,  increases,  supplements,
refundings,  replacements  or  refinancings  are  no  more  restrictive  in  the
aggregate than those relating to such Indebtedness or Capital Stock in effect at
the time of the acquisition;  (f) customary non-assignment provisions in leases,
licenses,  contracts and other agreements entered into in the ordinary course of
business and consistent with past practices;  (g) purchase money obligations for
property acquired in the ordinary course of business that impose restrictions of
the nature  described in clause  (iii) above on the  property so  acquired;  (h)
Permitted Refinancing Indebtedness;  provided that the restrictions contained in
the agreements  governing such Permitted  Refinancing  Indebtedness  are no more
restrictive  in the aggregate than those  contained in the agreements  governing
the Indebtedness  being refinanced;  (i) an agreement that has been entered into
for the sale or disposition of all or substantially  all of the Equity Interests
or  property  or  assets  of  a  Restricted   Subsidiary;   provided  that  such
restrictions  are limited to the  Restricted  Subsidiary  that is the subject of
such  agreement;  (j)  restrictions  created in  connection  with any  Permitted
Receivables Financing;  or (k) restrictions applicable to any Foreign Subsidiary
pursuant to Indebtedness  permitted to be incurred pursuant to clause (x) of the
second paragraph of Section 4.09 hereof;  provided that such restrictions  shall
be  limited to  customary  net worth,  leverage,  cash flow and other  financial
ratios applicable to such Foreign Subsidiary,  customary restrictions on mergers
and consolidations involving such Foreign Subsidiary,  customary restrictions on
transactions with affiliates of such Foreign Subsidiary and customary provisions
subordinating  the payment of  intercompany  Indebtedness  owed by such  Foreign
Subsidiary  to  the  Company  or any of its  Restricted  Subsidiaries  upon  the
occurrence of a default in respect of Indebtedness of such Foreign Subsidiary or
its  Subsidiaries  and/or  events of  insolvency  with  respect to such  Foreign
Subsidiary or its Subsidiaries;  and provided,  further,  that in no event shall
any Indebtedness  other than a Credit Agreement incurred by a Foreign Subsidiary
prohibit such Foreign  Subsidiary from making any dividend or other distribution
to the Company or its Restricted  Subsidiaries or from otherwise making any loan
to the Company or its Restricted Subsidiaries in the absence of a breach by such
Foreign Subsidiary of the covenants  contained in such Indebtedness unless to do
so would violate applicable law.

SECTION 4.09.  INCURRENCE OF INDEBTEDNESS AND ISSUANCE OF PREFERRED STOCK.

         The  Company  shall not,  and shall not  permit  any of its  Restricted
Subsidiaries to, directly or indirectly,  incur,  contingently or otherwise, any
Indebtedness  (including  Acquired  Debt and  Disqualified  Stock)  and (ii) the
Company will not permit any of its


                                      -49-



Restricted Subsidiaries that is not a Guarantor to issue any shares of preferred
stock;  provided,  however,  that  the  Company  and the  Guarantors  may  incur
Indebtedness  (including  Acquired  Debt and  Disqualified  Stock)  if the Fixed
Charge  Coverage  Ratio for the Company's  most recently  ended four full fiscal
quarters for which financial statements are available  immediately preceding the
date on which such additional  Indebtedness is incurred would have been at least
2.00 to 1, determined on a pro forma basis (including a pro forma application of
the net proceeds therefrom), as if the additional Indebtedness had been incurred
at the beginning of such four-quarter period.

         The foregoing  provisions  will not apply to any of the following (each
and all of which (1) may be issued or incurred,  (2)  constitutes an independent
exception to the foregoing provisions and (3) may be incurred in addition to any
other Indebtedness permitted to be incurred under the foregoing paragraph or any
other  exception):  (i)  the  incurrence  by the  Company  or any  Guarantor  of
Indebtedness  constituting  term loans pursuant to one or more Credit Agreements
in an aggregate  principal amount outstanding at any one time not to exceed $250
million (A) less the aggregate amount of all mandatory  repayments (a "Mandatory
Repayment")  of the  principal  of  any  term  Indebtedness  under  such  Credit
Agreements  that have been made since the date hereof (or which would  otherwise
have been  required  to have  been  made but for the fact that a prior  optional
repayment  has been made of the  principal of any term  Indebtedness  under such
Credit Agreements) pursuant to the amortization schedule of any Credit Agreement
(other than any Mandatory  Repayment made  concurrently  with any refinancing or
refunding of such Credit Agreements or required to be made with the net proceeds
from the  offering  of the Notes being made  hereby) and (B) less the  aggregate
amount of all Net Proceeds of Asset Sales applied  pursuant to clause (a) of the
first sentence of the second  paragraph under Section 4.10 hereof to permanently
reduce  Indebtedness  under such Credit  Agreements;  (ii) the incurrence by the
Company  or  any  Guarantor  pursuant  to  one  or  more  Credit  Agreements  of
Indebtedness  incurred under revolving credit arrangements and letters of credit
in an aggregate principal amount at any time outstanding (with letters of credit
being deemed to have a principal amount equal to the maximum potential liability
of the Company or the relevant  Guarantor  thereunder) not to exceed the greater
of  (A)  $100.0  million  in the  aggregate  or (B)  the  sum of (x)  85% of the
Company's accounts receivable and (y) 50% of the Company's inventory;  (iii) the
incurrence by the Company and any Guarantor of  Indebtedness  represented by the
Notes and any Guarantee  thereof;  (iv) the  incurrence by the Company or any of
its Restricted  Subsidiaries  of  Indebtedness  represented by (X) Capital Lease
Obligations,  mortgage  financings,  purchase  money  obligations  or  sale  and
leaseback  transactions,  in each case incurred for the purpose of financing all
or any part of the purchase  price or cost of  construction  or  improvement  of
property used in the business of the Company or such  Restricted  Subsidiary and
(Y)  industrial  revenue  bonds,  pollution  control  bonds or other tax  exempt
financing;  provided the aggregate  principal  amount of  Indebtedness  incurred
pursuant  to this  clause  (iv)  shall  not  exceed  $12.5  million  at any time
outstanding;  (v) Existing  indebtedness;  (vi) the incurrence by the Company or
any of its Restricted  Subsidiaries  of Permitted  Refinancing  Indebtedness  in
exchange for, or the net proceeds of which are used to extend, refinance, renew,
replace, defease or refund, indebtedness (or any successive refinancing thereof)
that was permitted by this Indenture; (vii) the incurrence by the Company or any
of its Restricted Subsidiaries


                                      -50-



of  intercompany  Indebtedness  between  or  among  the  Company  and any of its
Restricted Subsidiaries;  provided, however, that (a) any subsequent issuance or
transfer  (including  for  security  purposes) of Equity  Interests  and (b) any
subsequent sale or other transfer (including for security purposes other than to
secure  Indebtedness  permitted to be incurred pursuant to clause (i) or (ii) of
this  paragraph) of such  Indebtedness,  in each case,  that results in any such
Indebtedness  being  held by a  Person  other  than  the  Company  or any of its
Restricted  Subsidiaries  shall be deemed to  constitute  an  incurrence of such
Indebtedness by the Company or such Restricted  Subsidiary,  as the case may be;
(viii) the  incurrence by the Company or any of its Restricted  Subsidiaries  of
Hedging  Obligations  that are incurred for the purpose of fixing or hedging (a)
interest rate risk with respect to any floating rate Indebtedness of such Person
so long as such  floating  rate  Indebtedness  is permitted by the terms of this
Indenture to be outstanding or (b) exchange rate risk with respect to agreements
or  Indebtedness  of such Person payable or denominated in a currency other than
U.S. dollars; (ix) the incurrence by the Company's Unrestricted  Subsidiaries of
Non-Recourse Debt; provided, however, that if any such Indebtedness ceases to be
Non-Recourse Debt of an Unrestricted  Subsidiary,  such event shall be deemed to
constitute  an  incurrence  of  Indebtedness  by a Restricted  Subsidiary of the
Company;  (x) the  incurrence  by any Foreign  Subsidiary  of  Indebtedness  and
letters of credit  (with  letters  of credit  being  deemed to have a  principal
amount  equal  to  maximum  potential   liability  of  such  Foreign  Subsidiary
thereunder) in an aggregate maximum principal amount outstanding at any one time
not to exceed $10.0 million;  (xi)  Obligations  in respect of  performance  and
surety bonds provided by the Company or any Guarantor in the ordinary  course of
business;  (xii) letters of credit and bankers' acceptances in an aggregate face
amount at any time outstanding not to exceed $5.0 million;  (xiii)  Indebtedness
of  a  Securitization   Subsidiary  incurred  in  connection  with  a  Permitted
Receivables  Financing;  provided  that after  giving  effect to the  incurrence
thereof, the Company would be able to incur at least $1.00 of Indebtedness under
the preceding paragraph or clause (i) or (ii) of this paragraph;  (xiv) Acquired
Debt not to exceed $25.0 million at any time  outstanding;  (xv) Indebtedness in
an  aggregate  amount  not to  exceed  $1.0  million  owed to the  Empire  State
Development  Corporation;  (xvi)  guarantees  made  in the  ordinary  course  of
business  by the  Company  and  any  of its  Restricted  Subsidiaries  of  lease
obligations  of their  customers in respect of equipment  sold by the Company or
any of its  Restricted  Subsidiaries  to a third  party and then  leased to such
customer in an  aggregate  amount  outstanding  at any time not to exceed  $10.0
million;  (xvii) the incurrence by the Company and any Guarantor of Indebtedness
in an aggregate  principal  amount at any time  outstanding  not to exceed $25.0
million;  and (xviii)  guarantees by any Restricted  Subsidiary of  Indebtedness
incurred by the Company or any other  Restricted  Subsidiary in compliance  with
the provisions set forth under the preceding  paragraph or this paragraph may be
guaranteed pursuant to this clause (xviii).

         For purposes of determining compliance with the provisions contained in
the two  preceding  paragraphs,  (i) in the event  that an item of  Indebtedness
meets the  criteria of more than one of the types of  Indebtedness  described in
the clauses of the preceding paragraph or is entitled to be incurred pursuant to
the first paragraph of this Section, the Company, in its sole discretion,  shall
classify  such  item of  Indebtedness  in any  manner  that  complies  with  the
provisions contained in this Section; provided that an item of Indebtedness


                                      -51-



satisfying  the criteria of the first  paragraph or more than one of the clauses
described in the preceding  paragraph may be divided and classified in more than
one of the  types  of  Indebtedness  described  above  and (ii)  the  amount  of
Indebtedness  issued at a price that is less than the principal  amount  thereof
shall be equal to the amount of the liability in respect  thereof  determined in
conformity  with  GAAP.  For the  avoidance  of doubt and as an  example  of the
application of the foregoing  provisions,  the Company or any Guarantor shall be
permitted to incur Indebtedness  constituting term loans pursuant to one or more
Credit Agreements in an aggregate principal amount outstanding not to exceed the
sum of (a) the amount permitted by clause (i) of the foregoing paragraph and (b)
the amount that the Company and its Restricted Subsidiaries are then entitled to
incur pursuant to the first paragraph of this Section,  and the Guarantors shall
be permitted  to  guarantee  the  Obligations  of the Company  under such Credit
Agreements.

SECTION 4.10.  ASSET SALES.

         The  Company  shall not,  and shall not  permit  any of its  Restricted
Subsidiaries  to,  consummate  an Asset  Sale  unless  (i) the  Company,  or the
Restricted Subsidiary, as the case may be, receives consideration at least equal
to the fair market value (as  determined in good faith by the Board of Directors
of the  Company) of the assets or Equity  Interests  issued or sold or otherwise
disposed of and (ii) at least 75% of the  consideration  therefor is received by
the Company or such  Restricted  Subsidiary at or prior to  consummation  of the
Asset  Sale and is in the form of cash or Cash  Equivalents;  provided  that the
amount of (x) any  liabilities  (as shown on the  Company's  or such  Restricted
Subsidiary's  most  recent  balance  sheet),  of the  Company or any  Restricted
Subsidiary  (other than liabilities that are by their terms  subordinated to the
Notes or, in the case of liabilities of a Restricted  Subsidiary,  the Guarantee
of such  Subsidiary)  that are assumed by the  transferee of any such assets and
(y) any securities,  notes, promises to pay or other obligations received by the
Company  or any  such  Restricted  Subsidiary  from  such  transferee  that  are
converted by the Company or such Restricted  Subsidiary into cash (to the extent
of the cash  received)  within  180 days  after  receipt,  shall be deemed to be
consideration  received  (for purposes of clause (i) above) and cash received at
or prior to the  consummation  of the Asset Sale (for  purposes  of clause  (ii)
above).

         Within 360 days after the  receipt  of any Net  Proceeds  from an Asset
Sale,  the Company  may apply such Net  Proceeds,  at its  option,  (a) to repay
Senior Debt or Pari Passu  Indebtedness  (provided  that if the Company shall so
reduce in excess of $15.0  million of Pari Passu  Indebtedness,  it will equally
and ratably  make an Asset Sale Offer (in  accordance  with the  procedures  set
forth below for an Asset Sale Offer) to all Holders) and/or (b) to an investment
in a Related  Business (or enter into a definitive  agreement  committing  to so
invest;  provided that the  transactions  contemplated by any such agreement are
later consummated) or to the making of a capital  expenditure or the acquisition
of other tangible assets,  product distribution rights or intellectual  property
or rights  thereto,  in each case, in a Related  Business (as determined in good
faith by the Board of Directors of the Company).  Pending the final  application
of any such Net Proceeds,  the Company may temporarily  reduce  borrowings under
the Credit Facility or otherwise invest such Net Proceeds in any


                                      -52-



manner that is not  prohibited  by this  Indenture.  Any Net Proceeds from Asset
Sales that are not applied or invested as provided in the first sentence of this
paragraph  will be deemed to constitute  "Excess  Proceeds."  When the aggregate
amount of Excess Proceeds  exceeds $15.0 million,  the Company shall (i) make an
offer to all  Holders of Notes and (ii)  prepay,  purchase or redeem (or make an
offer to do so) any other Pari Passu  Indebtedness  of the Company in accordance
with  provisions  requiring  the  Company to  prepay,  purchase  or redeem  such
Indebtedness  with the  proceeds  from any asset sales (or offer to do so),  pro
rata in proportion to the respective  principal  amounts (or accreted  value, as
applicable)  of the Notes and such other  Indebtedness  required  to be prepaid,
purchased  or redeemed or  tendered  for  pursuant to such offer (an "Asset Sale
Offer"), to purchase the maximum principal amount of Notes that may be purchased
out of Excess Proceeds,  at an offer price in cash in an amount equal to 100% of
the principal  amount  thereof plus accrued and unpaid  interest and  Liquidated
Damages  thereon,  if any,  to the  date of  purchase,  in  accordance  with the
procedures set forth in Section 3.09. To the extent that the aggregate principal
amount of Notes tendered pursuant to an Asset Sale Offer is less than the Excess
Proceeds,  the Company may use any  remaining  Excess  Proceeds  for any general
corporate  purpose not in contravention  of the other covenants  provided for in
this  Indenture.  Upon  completion of an Asset Sale Offer,  the amount of Excess
Proceeds shall be reset to zero.

         The Asset Sale Offer  shall be made by the Company in  compliance  with
all  applicable  laws,  including,  without  limitation,  Rule  14e-1  under the
Exchange Act and the rules thereunder, to the extent applicable.

SECTION 4.11.  TRANSACTIONS WITH AFFILIATES.

         The  Company  shall not,  and shall not  permit  any of its  Restricted
Subsidiaries  to,  sell,  lease,  transfer  or  otherwise  dispose of any of its
properties  or assets to, or purchase any property or assets from, or enter into
any contract, agreement,  understanding, loan, advance or guarantee with, or for
the benefit of, any Person  known by the Company to be an Affiliate or which the
Company should have known is an Affiliate (each of the foregoing,  an "Affiliate
Transaction"),  unless (i) such  Affiliate  Transaction  is on terms that are no
less  favorable  to the Company or such  Restricted  Subsidiary  than those that
could have been  obtained  in a  comparable  transaction  by the Company or such
Restricted   Subsidiary  with  an  unrelated  Person;  (ii)  if  such  Affiliate
Transaction  involves  aggregate  consideration  in excess of $2.0 million,  the
Company  delivers to the Trustee a  resolution  of the Board of Directors of the
Company set forth in an Officer's  Certificate  certifying  that such  Affiliate
Transaction  complies with clause (i) above and such  Affiliate  Transaction  is
approved by a majority of the disinterested members of the Board of Directors of
the  Company;  and  (iii)  if  such  Affiliate  Transaction  involves  aggregate
consideration in excess of $10.0 million, the Company delivers to the Trustee an
opinion as to the fairness of such Affiliate  Transaction from a financial point
of view issued by an investment  bank or accounting  firm of national  standing;
provided,  however,  that (a) any  employment,  consulting or similar  agreement
(including  any  loan,  but not any  forgiveness  thereof)  entered  into by the
Company or any of its Restricted Subsidiaries in the ordinary course of business
of the Company or such  Restricted  Subsidiary or any payment of directors'  and
officers' insurance premiums, (b)


                                      -53-



transactions  between or among the Company and/or its  Restricted  Subsidiaries,
(c) a Holding Company Restructuring, (d) payment of employee benefits, including
wages, salary, bonuses,  retirement plans and stock options and director fees in
the ordinary course of business, (e) transactions in connection with a Permitted
Receivables   Financing  or  an  industrial   revenue  bond  financing  and  (f)
transactions that constitute  Restricted Payments permitted by the provisions of
this  Indenture  under  Section 4.07 hereof,  in each case,  shall not be deemed
Affiliate Transactions.

SECTION 4.12.  LIENS.

         The  Company  shall not,  and shall not  permit  any of its  Restricted
Subsidiaries  to,  directly or indirectly,  create,  incur,  assume or suffer to
exist any Lien (other than  Permitted  Liens)  securing any  Obligations  on any
property or asset now owned or hereafter  acquired,  or on any income or profits
therefrom or assign or convey any right to receive income therefrom,  unless the
Notes,  and the Guarantees,  as applicable,  are either (i) secured by a Lien on
such property,  assets, income or profits that is senior in priority to the Lien
securing such other  Obligations,  if such other Obligations are subordinated in
right of payment to the Notes and/or the  Guarantees or (ii) equally and ratably
secured by a Lien on such  property,  assets,  income or  profits  with the Lien
securing  such other  Obligations  if such other  Obligations  are pari passu in
right of payment to the Notes and/or the Guarantees.

SECTION 4.13.  SALE AND LEASEBACK TRANSACTIONS.

         The  Company  shall not,  and shall not  permit  any of its  Restricted
Subsidiaries  to, enter into any sale and leaseback  transaction;  provided that
the Company and any  Restricted  Subsidiary  may enter into a sale and leaseback
transaction if (i) the Company or such Restricted Subsidiary could have incurred
Indebtedness in an amount equal to the  Attributable  Debt relating to such sale
and leaseback  transaction  pursuant to (a) the Fixed Charge Coverage Ratio test
set forth in the first  paragraph of Section 4.09 hereof  and/or (b) clause (iv)
of the second  paragraph  of Section  4.09  hereof (as limited by the proviso to
such clause),  (ii) the Lien to secure such  Indebtedness  does not extend to or
cover any assets of the  Company or such  Restricted  Subsidiary  other than the
assets which are the subject of the sale and  leaseback  transaction,  (iii) the
gross cash proceeds of such sale and leaseback transaction are at least equal to
the fair market value (as  determined in good faith by the Board of Directors of
the Company and set forth in an Officer's  Certificate delivered to the Trustee)
of the property that is the subject of such sale and leaseback  transaction  and
(iv) the transfer of assets in such sale and leaseback  transaction is permitted
by, and the proceeds of such transaction are applied in compliance with, Section
4.10  hereof.  Notwithstanding  the  foregoing,  the Company and its  Restricted
Subsidiaries  may  enter  into  sale and  leaseback  transactions  resulting  in
Attributable  Debt at any time outstanding  relating to such transactions not in
excess of $10.0 million in the aggregate  without complying with clause (iii) of
the preceding sentence.


                                      -54-



SECTION 4.14.  OFFER TO PURCHASE UPON CHANGE OF CONTROL.

         Upon the occurrence of a Change of Control,  each Holder of Notes shall
have the right to require  the Company to  repurchase  all or any part (equal to
$1,000 or an integral  multiple  thereof) of such Holder's Notes pursuant to the
offer  described below (the "Change of Control Offer") at an offer price in cash
equal to 101% of the aggregate  principal amount thereof plus accrued and unpaid
interest and Liquidated  Damages,  if any,  thereon to the date of purchase (the
"Change of Control  Payment").  Within 30 days  following any Change of Control,
the Company shall mail a notice to each Holder stating:

         (a)  that the Change of Control  Offer is being made  pursuant  to this
              Section 4.14 and that all Notes properly tendered will be accepted
              for payment;

         (b)  the purchase  price and the purchase  date (the "Change of Control
              Payment  Date"),  which will be no earlier  than 30 days nor later
              than 60 days from the date such notice is mailed;

         (c)  that  any Note not  properly  tendered  will  continue  to  accrue
              interest;

         (d)  that,  unless the Company defaults in the payment of the Change of
              Control  Payment,  all Notes accepted for payment  pursuant to the
              Change  of  Control  Offer  will  cease  to  accrue  interest  and
              Liquidated  Damages,  if any, after the Change of Control  Payment
              Date;

         (e)  that Holders  electing to have any Notes  purchased  pursuant to a
              Change of Control  Offer will be required to surrender  the Notes,
              with the form entitled "Option of Holder to Elect Purchase" on the
              reverse of the Notes completed, or transfer by book-entry,  to the
              Paying Agent at the address specified in the notice not later than
              the close of business on the Change of Control Payment Date;

         (f)  that  Holders will be entitled to withdraw  their  election if the
              Paying Agent receives, not later than the close of business on the
              Change of Control  Payment  Date,  a  telegram,  telex,  facsimile
              transmission  or letter setting forth the name of the Holder,  the
              principal amount of Notes delivered for purchase,  and a statement
              that such Holder is  withdrawing  his  election to have such Notes
              purchased;

         (g)  that Holders whose Notes are being  purchased only in part will be
              issued  new Notes  equal in  principal  amount to the  unpurchased
              portion of the Notes  surrendered  (or transferred by book-entry),
              which  unpurchased  portion  must be equal to $1,000 in  principal
              amount or an integral multiple thereof; and

         (h)  a description of the transaction or  transactions  that constitute
              the


                                      -55-



              Change of Control.

         On the Change of Control Payment Date, the Company shall, to the extent
lawful,  (1) accept for payment all Notes or portions thereof properly  tendered
pursuant to the Change of Control  Offer,  (2) deposit  with the Paying Agent an
amount  equal to the  Change  of  Control  Payment  in  respect  of all Notes or
portions  thereof so tendered  and (3) deliver or cause to be  delivered  to the
Trustee the Notes so accepted together with an Officer's Certificate stating the
aggregate  principal  amount of Notes or portions thereof being purchased by the
Company.  The  Paying  Agent  shall  promptly  mail to each  Holder  of Notes so
tendered  the Change of Control  Payment for such Notes,  and the Trustee  shall
promptly  authenticate  and mail (or cause to be  transferred  by book entry) to
each Holder a new Note equal in principal  amount to any unpurchased  portion of
the Notes  surrendered,  if any;  provided  that each such new Note will be in a
principal  amount of  $1,000 or an  integral  multiple  thereof.  Prior to being
required to comply with the  provisions of this Section  4.14,  but in any event
within 90 days following a Change of Control, the Company shall either repay all
outstanding  Senior Debt or obtain the  requisite  consents,  if any,  under all
agreements  governing  outstanding Senior Debt to permit the repurchase of Notes
required by this Section 4.14.

         Notwithstanding  the  provisions  hereof,  the  Company  shall  not  be
required  to make a Change of Control  Offer upon a Change of Control if a third
party  makes  the  Change  of  Control  Offer in the  manner,  at the  times and
otherwise in  accordance  with the  provisions  hereof and  purchases  all Notes
validly tendered and not withdrawn under such Change of Control Offer.

         The Change of Control  provisions  described  above shall be applicable
whether or not any other provisions of this Indenture are applicable.

         The Company shall comply with the  requirements of Rule 14e-1 under the
Exchange Act and any other  securities  laws and  regulations  thereunder to the
extent  such  laws  and  regulations  are  applicable  in  connection  with  the
repurchase of the Notes as a result of a Change of Control.

SECTION 4.15.  CORPORATE EXISTENCE.

         Subject to the other provisions of this Article 4 and the provisions of
Article 5 hereof, the Company and each of the Guarantors shall do or cause to be
done all  things  necessary  to  preserve  and keep in full force and effect (i)
their  respective  corporate  existences in accordance  with the  organizational
documents  (as the same may be amended  from time to time) of the Company or the
applicable  Guarantor,  as the case may be,  and (ii) the  rights  (charter  and
statutory),  licenses and  franchises of the Company or such  Guarantor,  as the
case may be;  provided,  that  neither the Company  nor any  Guarantor  shall be
required  to  preserve  any such  right,  license  or  franchise  or  corporate,
partnership or other existence, if the Board of Directors of the Company or such
Guarantor,  as the  case  may  be,  shall  in  good  faith  determine  that  the
preservation thereof is no longer desirable in the conduct of the


                                      -56-



business of the Company or such Guarantor.

SECTION 4.16.  ANTI-LAYERING.

         The Company (i) shall not incur, create,  issue,  assume,  guarantee or
otherwise  become liable for any  Indebtedness  that is both (a)  subordinate or
junior in right of payment to any Senior  Debt and (b) senior in any  respect in
right of payment to the Notes; and (ii) no Guarantor shall incur, create, issue,
assume,  guarantee or otherwise become liable for any Indebtedness  that is both
(a)  subordinate or junior in right of payment to its Senior Debt and (b) senior
in any respect in right of payment to its Guarantee.


                                    ARTICLE 5
                                   SUCCESSORS

SECTION 5.01.  MERGER, CONSOLIDATION, OR SALE OF ASSETS.

         The Company may not  consolidate  or merge with or into (whether or not
the Company is the surviving entity), or sell, assign,  transfer,  lease, convey
or otherwise  dispose of all or substantially all of its properties or assets in
one or more related  transactions  to,  another Person unless (i) the Company is
the  surviving  corporation  or the  Person  formed  by or  surviving  any  such
consolidation  or merger  (if other  than the  Company)  or to which  such sale,
assignment,  transfer,  lease,  conveyance or other  disposition shall have been
made is a  corporation  organized  and  existing  under  the laws of the  United
States, any state thereof or the District of Columbia; (ii) the Person formed by
or surviving any such consolidation or merger (if other than the Company) or the
Person to which such sale,  assignment,  transfer,  lease,  conveyance  or other
disposition will have been made assumes all the obligations of the Company under
the  Notes and this  Indenture  pursuant  to a  supplemental  indenture  in form
reasonably   satisfactory  to  the  Trustee;   (iii)   immediately   after  such
transaction,  no Default or Event of Default exists; and (iv) the Company or the
Person formed by or surviving any such consolidation or merger, or to which such
sale,  assignment,  transfer,  lease,  conveyance or other disposition will have
been made will,  at the time of such  transaction  after giving pro forma effect
thereto as if such  transaction  had occurred at the beginning of the applicable
four-quarter  period,  be  permitted  to  incur at  least  $1.00  of  additional
Indebtedness  pursuant to the Fixed Charge  Coverage Ratio test set forth in the
first  paragraph  of Section  4.09  hereof.  The  foregoing  will not prohibit a
consolidation or merger between the Company and a Guarantor, the transfer of all
or  substantially  all of the properties or assets of the Company to a Guarantor
or a Holding  Company  Restructuring;  provided  that if the  Company is not the
surviving  entity of such  transaction  or the Person to which such  transfer is
made,  the  surviving  entity or the Person to which such transfer is made shall
comply with clause (ii) of this Section 5.01.

SECTION 5.02.  SUCCESSOR CORPORATION SUBSTITUTED.

         Upon any  consolidation or merger, or any sale,  assignment,  transfer,
lease, conveyance or other disposition of all or substantially all of the assets
of the Company in


                                      -57-



accordance with Section 5.01 hereof,  the successor  corporation  formed by such
consolidation or into or with which the Company is merged or to which such sale,
assignment,  transfer,  lease,  conveyance  or other  disposition  is made shall
succeed  to,  and be  substituted  for (so that  from and after the date of such
consolidation,  merger,  sale,  lease,  conveyance  or  other  disposition,  the
provisions of this Indenture  referring to the "Company"  shall refer instead to
the successor corporation and not to the Company),  and may exercise every right
and power of the Company  under this  Indenture  with the same effect as if such
successor Person had been named as the Company herein.


                                    ARTICLE 6
                                  DEFAULTS AND
                                    REMEDIES

SECTION 6.01.  EVENTS OF DEFAULT.

         Each of the following constitutes an "Event of Default":

         (i) default for 30 consecutive days in the payment when due of interest
     or Liquidated  Damages,  if any, with respect to the Notes  (whether or not
     prohibited by Article 10 or Article 12 hereof);

         (ii) default in payment  when due of  principal or premium,  if any, on
     the  Notes at  maturity,  upon  redemption  or  otherwise  (whether  or not
     prohibited by Article 10 or Article 12 hereof);

         (iii) failure by the Company or any Guarantor for 30  consecutive  days
     after  receipt  of notice  from the  Trustee  or Holders of at least 25% in
     principal  amount  of  the  Notes  then  Outstanding  to  comply  with  the
     provisions described under Sections 4.07, 4.09, 4.10, 4.14 or 5.01 hereof;

         (iv) failure by the Company or any  Guarantor for 60  consecutive  days
     after  notice from the Trustee or the Holders of at least 25% in  principal
     amount of the Notes then Outstanding to comply with its other agreements in
     this Indenture or the Notes;

         (v) default  under any mortgage,  indenture or  instrument  under which
     there may be  issued or by which  there may be  secured  or  evidenced  any
     Indebtedness  for money  borrowed by the  Company or any of its  Restricted
     Subsidiaries  (or the payment of which is  guaranteed by the Company or any
     of its Restricted Subsidiaries), whether such Indebtedness or guarantee now
     exists,  or is created  after the date  hereof,  which  default  (A) (i) is
     caused by a failure to pay when due at final stated maturity (giving effect
     to any grace period  related  thereto)  principal of such  Indebtedness  (a
     "Payment Default") or (ii) results in the acceleration of such Indebtedness
     prior to its final  stated  maturity  and (B) in each case,  the  principal
     amount of such  Indebtedness,  together  with the  principal  amount of any
     other such


                                      -58-



     Indebtedness  under which there has been a Payment  Default or the maturity
     of which has been  accelerated  as a result of any matter  contemplated  in
     clause (v)(A)(i) or (v)(A)(ii), aggregates $10.0 million or more;

         (vi) failure by the Company or any of its  Restricted  Subsidiaries  to
     pay final non-appealable  judgments (to the extent not covered by insurance
     or as to which  the  insurer  has not  acknowledged  coverage  in  writing)
     aggregating in excess of $10.0 million, which judgments are not paid, fully
     bonded, discharged or stayed within 60 days after their entry;

         (vii) the Company or any  Restricted  Subsidiary  that is a Significant
     Subsidiary  or  group  of  Restricted  Subsidiaries  that,  together  would
     constitute a Significant  Subsidiary,  pursuant to or within the meaning of
     any Bankruptcy Law:

               (a) commences a voluntary case,

               (b) consents to the entry of an order for relief against it in an
               involuntary case in which it is the debtor,

               (c) consents to the  appointment  of a Custodian of it or for all
               or substantially all of its property,

               (d) makes a general  assignment for the benefit of its creditors,
               or

               (e) admits in writing its inability generally to pay its debts as
               the same become due;

         (viii) a court of  competent  jurisdiction  enters  an order or  decree
     under any Bankruptcy Law that:

               (a)  is  for  relief   against  the  Company  or  any  Restricted
               Subsidiary   that  is  a  Significant   Subsidiary  or  group  of
               Restricted  Subsidiaries  that,  together,   would  constitute  a
               Significant  Subsidiary of the Company in an involuntary  case in
               which it is the debtor,

               (b)  appoints  a  Custodian  of the  Company  or  any  Restricted
               Subsidiary   that  is  a  Significant   Subsidiary  or  group  of
               Restricted  Subsidiaries  that,  together,   would  constitute  a
               Significant Subsidiary of the Company or for all or substantially
               all of the property of the Company or any  Restricted  Subsidiary
               that  is  a   Significant   Subsidiary  or  group  of  Restricted
               Subsidiaries  that,  together,  would  constitute  a  Significant
               Subsidiary of the Company, or

               (c)  orders the  liquidation  of the  Company  or any  Restricted
               Subsidiary   that  is  a  Significant   Subsidiary  or  group  of
               Restricted  Subsidiaries  that,  together,   would  constitute  a
               Significant Subsidiary


                                      -59-



               of the  Company and the order or decree  contemplated  in clauses
               (i),  (ii)  or  (iii)  remains  unstayed  and  in  effect  for 60
               consecutive days; or

         (ix) the termination of the  Guarantee(s) of either a Guarantor that is
     a Significant  Subsidiary or group of Guarantors that together constitute a
     Significant  Subsidiary for any reason not permitted by this Indenture,  or
     the  disaffirmance  in writing  of any Person  acting on behalf of any such
     Guarantor or group of Guarantors of its or their Obligations under any such
     Guarantee(s).

         To the extent  that the last day of the period  referred  to in clauses
(i),  (iii),  (iv) or  (vi)  of the  immediately  preceding  paragraph  is not a
Business Day, then the first  Business Day following such day shall be deemed to
be the last day of the period  referred  to in such  clauses.  Any "day" will be
deemed to end as of 11:59 p.m., New York City time.

SECTION 6.02.  ACCELERATION.

         If an Event of Default  (other than an Event of Default with respect to
the Company specified in clauses (vii) and (viii) of Section 6.01 hereof) occurs
and is  continuing,  the  Trustee or the  Holders  of at least 25% in  aggregate
principal amount of the then Outstanding  Notes may declare the unpaid principal
of, premium, if any, accrued and unpaid interest and Liquidated Damages, if any,
on all the Notes to be due and  payable by notice in writing to the  Company and
the Trustee  specifying the respective Event of Default and that it is a "notice
of  acceleration"  (the  "Acceleration  Notice"),  and the same (i) shall become
immediately due and payable or (ii) if there are any amounts  outstanding  under
the Credit Facility,  shall become immediately due and payable upon the first to
occur of an  acceleration  under the Credit Facility or five Business Days after
receipt by the Company and the Representative  under the Credit Facility of such
Acceleration Notice but only if such Event of Default is then continuing.  If an
Event of Default  with  respect to the  Company  specified  in clauses  (vii) or
(viii) of Section 6.01 hereof  occurs,  all  Outstanding  Notes shall ipso facto
become and be immediately  due and payable  without any declaration or other act
on the part of the Trustee or any Holder. The Holders of a majority in principal
amount of the then  Outstanding  Notes by notice to the  Trustee  may rescind an
acceleration  and its consequences if the rescission would not conflict with any
judgment or decree and if all existing Events of Default (except  non-payment of
principal or interest  that has become due solely  because of the  acceleration)
have been cured or waived.

SECTION 6.03.  OTHER REMEDIES.

         If an Event of Default occurs and is continuing, the Trustee may pursue
any  available  remedy to collect the  payment of  principal,  premium,  if any,
interest  and  Liquidated  Damages,  if any,  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


                                      -60-



or any Holder of a Note 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.  All remedies are cumulative to the extent
permitted by law.

SECTION 6.04.  WAIVER OF PAST DEFAULTS.

         Holders of at least a majority  in  aggregate  principal  amount of the
Notes then Outstanding  (including consents obtained in connection with a tender
offer or  exchange  for  Notes) by notice  to the  Trustee  may on behalf of the
Holders of all of the Notes  waive an  existing  Default or Event of Default and
its consequences  hereunder,  except a continuing Default or Event of Default in
the payment of principal of or premium,  if any, or interest on the Notes.  Upon
any such  waiver,  such Default  shall cease to exist,  and any Event of Default
arising  therefrom  shall be deemed to have been cured for every purpose of this
Indenture; but no such waiver shall extend to any subsequent or other Default or
impair any right consequent thereon.

SECTION 6.05.  CONTROL BY MAJORITY.

         Holders of at least a majority  in  aggregate  principal  amount of the
then Outstanding  Notes may direct the time,  method and place of conducting any
proceeding for exercising any remedy  available to the Trustee or exercising any
trust or power  conferred on it.  However,  the Trustee may refuse to follow any
direction that conflicts with law or this Indenture that the Trustee  determines
may be unduly  prejudicial  to the rights of other  Holders of Notes or that may
involve the Trustee in personal liability. The Trustee may take any other action
which it deems proper which is not inconsistent with any such direction.

SECTION 6.06.  LIMITATION ON SUITS.

         A Holder of a Note may pursue a remedy with respect to this  Indenture,
the Guarantees or the Notes only if:

         (a) the  Holder  of a Note  gives to the  Trustee  written  notice of a
continuing  Event of  Default  or the  Trustee  receives  such  notice  from the
Company;

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

         (c) such Holder of a Note or Holders of Notes offer and, if  requested,
provide to the Trustee  indemnity  satisfactory to the Trustee against any loss,
liability or expense;

         (d) the Trustee  does not comply with the request  within 60 days after
receipt of the  request  and the offer  and,  if  requested,  the  provision  of
indemnity; and

         (e) during  such 60-day  period the Holders of a majority in  aggregate
principal  amount  of the then  Outstanding  Notes do not  give  the  Trustee  a
direction


                                      -61-



inconsistent with the request.

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

SECTION 6.07.  RIGHTS OF HOLDERS OF NOTES TO RECEIVE PAYMENT.

         Notwithstanding any other provision of this Indenture, the right of any
Holder of a Note to receive payment of principal, premium, if any, interest, and
Liquidated  Damages,  if any, on the Note, on or after the  respective due dates
expressed in the Note (including in connection with an offer to purchase), 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 consent of such Holder.

SECTION 6.08.  COLLECTION SUIT BY TRUSTEE.

         If an Event of  Default  specified  in Section  6.01(i) or (ii)  hereof
occurs and is continuing,  the Trustee is authorized to recover  judgment in its
own name and as trustee of an express  trust  against  the Company for the whole
amount of principal of,  premium and  Liquidated  Damages,  if any, and interest
remaining  unpaid on the Notes and  interest  on overdue  principal  and, to the
extent lawful,  interest and such further amount as shall be sufficient to cover
the costs and expenses of  collection,  including the  reasonable  compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel.

SECTION 6.09.  TRUSTEE MAY FILE PROOFS OF CLAIM.

         The Trustee is authorized to file such proofs of claim and other papers
or documents as may be necessary or advisable in order to have the claims of the
Trustee  (including  any  claim  for  the  reasonable  compensation,   expenses,
disbursements  and  advances of the  Trustee,  its agents and  counsel)  and the
Holders of the Notes allowed in any judicial proceedings relative to the Company
(or any other  obligor upon the Notes),  its creditors or its property and shall
be entitled and empowered to collect,  receive and distribute any money or other
securities or property payable or deliverable upon the conversion or exchange of
the  Notes  or on any  such  claims  and  any  custodian  in any  such  judicial
proceeding  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,  disbursements  and  advances  of  the
Trustee,  its agents and counsel,  and any other  amounts due the Trustee  under
Section 7.07 hereof.  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,  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 pursuant to this Article 6, it shall
pay out


                                      -62-



the money in the following order:

         FIRST:  to the Trustee,  its agents and attorneys for amounts due under
Section  7.07  hereof,  including  payment  of  all  compensation,  expense  and
liabilities  incurred,  and all advances  made, by the Trustee and the costs and
expenses of collection;

         SECOND:  to holders of Senior Debt to the extent required by Article 10
or 12 hereof;

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

         FOURTH:  without duplication,  to the Holders for any other Obligations
owing to the Holders under this Indenture and the Notes; and

         FIFTH:  to the Company,  the  Guarantors or to such party as a court of
competent jurisdiction shall direct.

         The Trustee  may fix a record date and payment  date for any payment to
Holders of Notes 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 a 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,  against any party  litigant in the suit, and the court in its
discretion may assess reasonable costs,  including  reasonable  attorneys' fees,
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 of a Note  pursuant
to Section  6.07  hereof,  or a suit by  Holders  of more than 10% in  aggregate
principal amount of the then Outstanding Notes.


                                    ARTICLE 7
                                     TRUSTEE

SECTION 7.01.  DUTIES OF TRUSTEE.

         (a) If an Event of Default has occurred and is  continuing  of which it
has  knowledge,  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,  as a prudent man would exercise or use under the circumstances in the
conduct of his own affairs.


                                      -63-



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

         (i) the duties of the Trustee shall be determined solely by the express
     provisions  of this  Indenture or the TIA and the Trustee need perform only
     those duties that are  specifically  set forth in this Indenture or the TIA
     and no others,  and no implied  covenants or obligations shall be read into
     this Indenture against the Trustee; and

         (ii)  in the  absence  of  bad  faith  on its  part,  the  Trustee  may
     conclusively rely, as to the truth of the statements and the correctness of
     the opinions expressed therein,  upon certificates or opinions furnished to
     the Trustee and conforming to the requirements of this Indenture.  However,
     the  Trustee  shall  examine the  certificates  and  opinions to  determine
     whether or not they conform to the requirements of this Indenture.

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

         (i) this  paragraph  does not limit the effect of paragraph (b) of this
     Section 7.01;

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

         (iii) 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 6.05 hereof.

         (d) Whether or not therein  expressly so provided,  every  provision of
this  Indenture  that in any way relates to the Trustee is subject to paragraphs
(a), (b) and (c) of this Section 7.01.

         (e) No provision of this Indenture  shall require the Trustee to expend
or risk its own  funds or incur any  liability.  The  Trustee  shall be under no
obligation to exercise any of its rights and powers under this  Indenture at the
request of any  Holders,  unless such Holder  shall have  offered to the Trustee
security  and  indemnity  satisfactory  to it  against  any loss,  liability  or
expense.

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

SECTION 7.02.  RIGHTS OF TRUSTEE.

         (a) The Trustee may  conclusively  rely on the truth of the  statements
and


                                      -64-



correctness of the opinions  contained in, and shall be protected from 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 require an
Officer's Certificate or an Opinion of Counsel or both. The Trustee shall not be
liable  for any action it takes or omits to take in good  faith in  reliance  on
such Officer's Certificate or Opinion of Counsel. Prior to taking,  suffering or
admitting any action,  the Trustee may consult with counsel of the Trustee's own
choosing and the written  advice of such counsel or any Opinion of Counsel shall
be full and complete  authorization  and protection from liability in respect of
any action  taken,  suffered  or omitted  by it  hereunder  in good faith and in
reliance thereon.

         (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 it takes or omits to
take in good faith that it  believes  to be  authorized  or within the rights or
powers conferred upon it by this Indenture.

         (e) Unless  otherwise  specifically  provided  in this  Indenture,  any
demand, request,  direction or notice from the Company or any Guarantor shall be
sufficient if signed by an Officer of the Company or Guarantor, as applicable.

         (f) The Trustee  shall be under no  obligation  to exercise  any of the
rights or powers  vested in it by this  Indenture at the request or direction of
any of the  Holders  unless  such  Holders  shall have  offered  to the  Trustee
reasonable security or indemnity  satisfactory to the Trustee against the costs,
expenses and  liabilities  that might be incurred by it in compliance  with such
request or direction.

SECTION 7.03.  INDIVIDUAL RIGHTS OF TRUSTEE.

         The  Trustee in its  individual  or any other  capacity  may become the
owner of Notes and may otherwise  deal with the Company,  the  Guarantors or any
Affiliate  of the  Company  with the same  rights  it would  have if it were not
Trustee.  However,  in the  event  that the  Trustee  acquires  any  conflicting
interest it must eliminate such conflict within 90 days, apply to the Commission
for permission to continue as Trustee or resign.  Any Agent may do the same with
like rights and duties.  The Trustee is also  subject to Sections  7.10 and 7.11
hereof.

SECTION 7.04.  TRUSTEE'S DISCLAIMER.

         The Trustee shall not be responsible for and makes no representation as
to the validity or adequacy of this  Indenture,  the Guarantees or the Notes, it
shall not be accountable for the Company's use of the proceeds from the Notes or
any money paid to the


                                      -65-



Company or upon the Company's  direction  under any provision of this Indenture,
it shall not be responsible  for the use or application of any money received by
any Paying Agent other than the Trustee, and it shall not be responsible for any
statement or recital  herein or any statement in the Notes or any other document
in  connection  with the sale of the Notes or pursuant to this  Indenture  other
than its certificate of authentication.

SECTION 7.05.  NOTICE OF DEFAULTS.

         If a Default or Event of Default  occurs and is continuing and if it is
known to a Responsible Officer of the Trustee, the Trustee shall mail to Holders
of Notes a notice of the  Default  or Event of  Default  within 90 days after it
occurs.  Except in the case of a Default  or Event of  Default in payment on any
Note  pursuant to Section  6.01(i) or (ii) hereof,  the Trustee may withhold the
notice if and so long as a committee of its  Responsible  Officers in good faith
determines that withholding the notice is in the interests of the Holders of the
Notes.

SECTION 7.06.  REPORTS BY TRUSTEE TO HOLDERS OF THE NOTES.

         Within 60 days after each May 15  beginning  with the May 15  following
the date of this  Indenture,  and for so long as Notes remain  Outstanding,  the
Trustee  shall mail to the Holders of the Notes a brief  report dated as of such
reporting date that complies with TIA Section 313(a) (but if no event  described
in TIA  Section  313(a) has  occurred  within the twelve  months  preceding  the
reporting  date, no report need be  transmitted).  The Trustee also shall comply
with TIA Section 313(b).  The Trustee shall also transmit by mail all reports as
required by TIA Section 313(c).

         A copy of each  report at the time of its  mailing  to the  Holders  of
Notes  shall be mailed to the  Company  and filed with the  Commission  and each
stock  exchange  on which the Company  has  informed  the Trustee in writing the
Notes are listed in  accordance  with TIA  Section  313(d).  The  Company  shall
promptly notify the Trustee when the Notes are listed on any securities exchange
and of any delisting thereof.

SECTION 7.07.  COMPENSATION AND INDEMNITY.

         The Company and the  Guarantors  shall pay to the Trustee  from time to
time reasonable  compensation  for its acceptance of this Indenture and services
hereunder.  To the extent permitted by law, 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  promptly upon request for all  reasonable
disbursements,  advances and expenses  incurred or made by it in addition to the
compensation  for its  services.  Such  expenses  shall  include the  reasonable
compensation, disbursements and expenses of the Trustee's agents and counsel.

         The Company and the Guarantors shall indemnify,  jointly and severally,
the Trustee against any and all losses,  liabilities or expenses  incurred by it
arising out of or in connection  with the  acceptance or  administration  of its
duties under this Indenture,  including the costs and expenses of enforcing this
Indenture against the Company and the Guarantors


                                      -66-



(including  this Section 7.07) and defending  itself  against any claim (whether
asserted by the Company,  the  Guarantors  or any Holder or any other person) or
liability in connection with the exercise or performance of any of its powers or
duties hereunder except to the extent any such loss, liability or expense may be
attributable  to its  negligence  or bad faith.  The  Trustee  shall  notify the
Company  and  the  Guarantors  promptly  of any  claim  for  which  it may  seek
indemnity.  Failure by the Trustee to so notify the  Company and the  Guarantors
shall not relieve the Company and the Guarantors of its  obligations  hereunder.
The  Company and the  Guarantors  shall  defend the claim and the Trustee  shall
cooperate in the defense.  The Trustee may have separate counsel and the Company
and the Guarantors shall pay the reasonable fees and  out-of-pocket  expenses of
such counsel.  The Company and the  Guarantors  need not pay for any  settlement
made without its consent, which consent shall not be unreasonably withheld.

         The  obligations of the Company and the  Guarantors  under this Section
7.07 shall survive the satisfaction and discharge of this Indenture.

         When the Trustee incurs expenses or renders  services after an Event of
Default specified in Section 6.01(vii) or (viii) hereof occurs, the expenses and
the   compensation   for  the  services   (including  the  reasonable  fees  and
out-of-pocket  expenses of its agents and counsel)  are  intended to  constitute
expenses of administration under any Bankruptcy Law.

         The Trustee shall comply with the  provisions of TIA Section  313(b)(2)
to the extent applicable.

SECTION 7.08.  REPLACEMENT OF TRUSTEE.

         A resignation or removal of the Trustee and  appointment of a successor
Trustee shall become effective only upon the successor  Trustee's  acceptance of
appointment as provided in this Section 7.08.

         The  Trustee may resign in writing at any time and be  discharged  from
the trust hereby created by so notifying the Company.  The Holders of Notes of a
majority in aggregate  principal amount of the then Outstanding Notes may remove
the Trustee by so notifying the Trustee and the Company in writing.  The Company
may remove the Trustee if:

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

         (b)  the Trustee is adjudged a bankrupt or an insolvent or an order for
              relief is entered with respect to the Trustee under any Bankruptcy
              Law;

         (c)  a Custodian or public  officer  takes charge of the Trustee or its
              property; or


                                      -67-



         (d)  the Trustee becomes incapable of acting.

         If the  Trustee  resigns or is  removed  or if a vacancy  exists in the
office of Trustee for any reason, the Company shall promptly appoint a successor
Trustee.  Within one year after the successor Trustee takes office,  the Holders
of a majority in aggregate  principal amount of the then  Outstanding  Notes may
appoint a successor  Trustee to replace the successor  Trustee  appointed by the
Company.

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

         If the Trustee,  after written  request by any Holder of a Note who has
been a Holder of a Note for at least six months,  fails to comply  with  Section
7.10, such Holder of a Note may petition any court of competent jurisdiction for
the removal of the Trustee and the appointment of a successor Trustee.

         A  successor  Trustee  shall  deliver  a  written   acceptance  of  its
appointment  to  the  retiring  Trustee  and  to  the  Company.  Thereupon,  the
resignation or removal of the retiring Trustee shall become  effective,  and the
successor  Trustee  shall  have all the  rights,  powers  and the  duties of the
Trustee under this Indenture.  The successor  Trustee shall mail a notice of its
succession  to the Holders of the Notes.  The retiring  Trustee  shall  promptly
transfer all property held by it as Trustee to the successor  Trustee;  provided
that all sums owing to the Trustee  hereunder  have been paid and subject to the
Lien  provided for in Section 7.07 hereof.  Notwithstanding  replacement  of the
Trustee pursuant to this Section 7.08, the Company's  obligations  under Section
7.07 hereof shall continue for the benefit of the retiring Trustee.

SECTION 7.09.  SUCCESSOR TRUSTEE BY MERGER, ETC.

         If the Trustee or any Agent  consolidates,  merges or converts into, or
transfers all or  substantially  all of its corporate trust business to, another
corporation,  the  successor  corporation  without  any further act shall be the
successor Trustee or any Agent.

SECTION 7.10.  ELIGIBILITY; DISQUALIFICATION.

         There shall at all times be a Trustee  hereunder  that is a corporation
organized and doing  business  under the laws of the United States of America or
of any state  thereof that is authorized  under such laws to exercise  corporate
trustee power, that is subject to supervision or examination by federal or state
authorities.  The  Trustee  and its  direct  parent  shall at all  times  have a
combined  capital  surplus  of at least  $50.0  million as set forth in its most
recent annual report of condition.

         This   Indenture   shall  always  have  a  Trustee  who  satisfies  the
requirements  of TIA Section  310(a)(1),  (2) and (5). The Trustee is subject to
TIA Section 310(b).


                                      -68-



SECTION 7.11.  PREFERENTIAL COLLECTION OF CLAIMS AGAINST THE COMPANY.

         The Trustee is subject to TIA Section  311(a),  excluding  any creditor
relationship  listed in TIA Section  311(b).  A Trustee who has resigned or been
removed shall be subject to TIA Section 311(a) to the extent indicated therein.


                                    ARTICLE 8
                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

SECTION 8.01.  DISCHARGE OF INDENTURE

         The Company and the Guarantors, if any, may terminate their obligations
under  the  Notes,  the  Guarantees,  if any,  and this  Indenture,  except  the
obligations  referred to in the last  paragraph of this Section  8.01,  if there
shall  have been  cancelled  by the  Trustee or  delivered  to the  Trustee  for
cancellation all Notes  theretofore  authenticated and delivered (other than any
Notes that are  asserted to have been  destroyed,  lost or stolen and that shall
have been  replaced as provided in Section  2.06 hereof) and the Company has all
sums payable by it hereunder or deposited all required sums with the Trustee.

         After such  delivery,  the Trustee upon request  shall  acknowledge  in
writing the discharge of the Company's and the Guarantor's obligations under the
Notes, the Guarantees and this Indenture except for those surviving  obligations
specified below.

         Notwithstanding  the satisfaction and discharge of this Indenture,  the
obligations of the Company in Sections 2.06,  7.07,  8.06.  8.07 and 8.08 hereof
shall survive.

SECTION 8.02.  OPTION TO EFFECT LEGAL DEFEASANCE OR COVENANT DEFEASANCE.

         The Company may, at the option of its Board of Directors evidenced by a
resolution  set forth in an Officer's  Certificate,  at any time,  elect to have
either Section 8.03 or 8.04 hereof be applied to all  Outstanding  Notes and the
Guarantees  upon  compliance with the conditions set forth below in this Article
8.

SECTION 8.03.  LEGAL DEFEASANCE AND DISCHARGE.

         Upon the  Company's  exercise  under  Section 8.02 hereof of the option
applicable to this Section 8.03, the Company and each Guarantor  shall,  subject
to the  satisfaction  of the  conditions  set forth in Section 8.05  hereof,  be
deemed  to have  been  discharged  from  its  obligations  with  respect  to all
Outstanding  Notes and Guarantees on the date the conditions set forth below are
satisfied (hereinafter,  "Legal Defeasance"). For this purpose, Legal Defeasance
means that the Company  shall be deemed to have paid and  discharged  the entire
Indebtedness  represented by the Outstanding  Notes,  which shall  thereafter be
deemed to be no longer "Outstanding",  and to have satisfied all its obligations
under such Notes and Guarantees  and this Indenture (and the Trustee,  on demand
of  and  at the  expense  of  the  Company,  shall  execute  proper  instruments
acknowledging the same),


                                      -69-



except  for  the  following  provisions  which  shall  survive  until  otherwise
terminated or discharged hereunder:

         (a) the rights of Holders of Outstanding  Notes to receive  payments in
respect of the  principal  of,  premium,  if any, and  interest  and  Liquidated
Damages,  if any, on such Notes when such payments are due or, on the redemption
date, as the case may be, solely from the trust referred to in Section 8.05(a),

         (b) the Company's obligations with respect to such Notes under Sections
2.02, 2.03, 2.04, 2.05, 2.06, 2.07, 2.10 and 4.02 hereof,

         (c) the rights,  powers,  trusts, duties and immunities of the Trustee,
including, without limitation,  thereunder Section 7.07, 8.06 and 8.08 hereunder
and the Company's obligations in connection therewith, and

         (d) the provisions of this Article 8.

Subject to  compliance  with this Article 8, the Company may exercise its option
under this Section 8.03  notwithstanding  the prior exercise of its option under
Section 8.04 hereof.

SECTION 8.04.  COVENANT DEFEASANCE.

         Upon the  Company's  exercise  under  Section 8.02 hereof of the option
applicable to this Section 8.04, the Company and each Guarantor  shall,  subject
to the  satisfaction  of the  conditions  set forth in Section 8.05  hereof,  be
released from its  obligations  under the covenants  contained in Sections 3.09,
4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15, 4.16, 5.01 and
11.01 hereof with respect to the  Outstanding  Notes and Guarantees on and after
the date the  conditions set forth below are satisfied  (hereinafter,  "Covenant
Defeasance"),  and the Notes  and  Guarantees  shall  thereafter  be deemed  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,  but shall continue to be deemed "Outstanding" for all other purposes
hereunder  (it being  understood  that such  Notes and  Guarantees  shall not be
deemed  Outstanding  for  accounting  purposes).  For  this  purpose,   Covenant
Defeasance means that, with respect to the Outstanding Notes and Guarantees, the
Company,  its  Subsidiaries  or any  Guarantor may omit to comply with and shall
have no liability in respect of any term,  condition or limitation  set forth in
any such covenant,  whether  directly or indirectly,  by reason of any reference
elsewhere  herein to any such covenant or by reason of any reference in any such
covenant  to any  other  provision  herein  or in any  other  document  and such
omission to comply shall not  constitute a Default or an Event of Default  under
Section  6.01 hereof,  but,  except as specified  above,  the  remainder of this
Indenture  and such  Notes  and  Guarantees  shall  be  unaffected  thereby.  In
addition,  upon the Company's  exercise  under Section 8.02 hereof of the option
applicable  to this  Section  8.04 hereof,  subject to the  satisfaction  of the
conditions set forth in Section 8.05 hereof, Sections 6.01(iii) through 6.01(vi)
and Section 6.01(ix) hereof shall not constitute Events of Default.


                                      -70-



SECTION 8.05.  CONDITIONS TO LEGAL OR COVENANT DEFEASANCE.

         The  following  shall be the  conditions to the  application  of either
Section 8.03 or 8.04 hereof to the Outstanding Notes and the Guarantees:

         (a) the Company must  irrevocably  deposit with the Trustee,  in trust,
for the benefit of the Holders of the Notes,  (i) cash in United States dollars,
non-callable Government Securities,  or a combination thereof, which through the
scheduled  payment  of  principal,  premium,  if any,  interest  and  Liquidated
Damages, if any, in respect thereof in accordance with their terms will provide,
not later  than one day before the due date of  payment,  cash in United  States
dollars in an amount, or (iii) a combination  thereof,  in such amounts as shall
be  sufficient,  in the  opinion of Price  Waterhouse  LLP or its  successor  or
another nationally recognized firm of independent public accountants  reasonably
acceptable to the Trustee expressed in a written certification thereof delivered
to the Trustee, to pay and discharge the principal of, premium, if any, interest
and Liquidated  Damages, if any, on the Outstanding Notes on the Stated Maturity
or on the applicable  redemption  date, as the case may be, and the Company must
specify  whether the Notes are being  defeased  to  maturity or to a  particular
redemption date;

         (b) in the case of an election  under Section 8.03 hereof,  the Company
shall have  delivered to the Trustee an Opinion of Counsel  confirming  that (A)
the Company has  received  from,  or there has been  published  by, the Internal
Revenue  Service a ruling or (B) since the date hereof,  there has been a change
in the applicable federal income tax law, in either case to the effect that, and
based thereon such Opinion of Counsel  shall  confirm  that,  the Holders of the
Outstanding  Notes shall not recognize  income,  gain or loss for federal income
tax  purposes  as a result of such  Legal  Defeasance  and shall 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 Legal Defeasance had not occurred;

         (c) in the case of an election  under Section 8.04 hereof,  the Company
shall have  delivered to the Trustee an Opinion of Counsel  confirming  that the
Holders of the Outstanding  Notes shall not recognize  income,  gain or loss for
federal income tax purposes as a result of such Covenant Defeasance and shall 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  Covenant  Defeasance  had not
occurred;

         (d)  no  Default  or  Event  of  Default  shall  have  occurred  and be
continuing on the date of such deposit (other than a Default or Event of Default
resulting  from the borrowing of funds to be applied to such deposit) or insofar
as Section 6.01(vii) and (viii) hereof are concerned,  at any time in the period
ending on the 91st day after the date of deposit (it being  understood that this
condition shall not be deemed satisfied until the expiration of such period);

         (e) such Legal Defeasance or Covenant  Defeasance shall not result in a
breach or violation of, or constitute a default under, any material agreement or
instrument


                                      -71-



to which  the  Company  or any of its  Subsidiaries  is a party or by which  the
Company or any of its Subsidiaries is bound, including,  without limitation, the
Credit Facility;

         (f) the  Company  shall  have  delivered  to the  Trustee an Opinion of
Counsel to the effect that after the 91st day following  the deposit,  the trust
funds  shall  not  be  subject  to the  effect  of  any  applicable  bankruptcy,
insolvency,   reorganization   or  similar  laws  affecting   creditors'  rights
generally;

         (g) the  Company  shall have  delivered  to the  Trustee  an  Officer's
Certificate stating that the deposit was not made by the Company, as applicable,
with the intent of preferring  the Holders of Notes over the other  creditors of
the Company,  with the intent of  defeating,  hindering,  delaying or defrauding
creditors of the Company or others; and

         (h) the  Company  shall have  delivered  to the  Trustee  an  Officer's
Certificate  and an  Opinion  of  Counsel,  each  stating  that  all  conditions
precedent  provided  for  relating  to the  Legal  Defeasance  or  the  Covenant
Defeasance have been complied with.

SECTION 8.06.  DEPOSITED MONEY AND GOVERNMENT SECURITIES TO BE HELD IN TRUST;
               OTHER MISCELLANEOUS PROVISIONS.

         Subject to Section 8.07 hereof,  all money and non-callable  Government
Securities (including the proceeds thereof) deposited with the Trustee (or other
qualifying  trustee,  collectively  for  purposes  of  this  Section  8.06,  the
"Trustee")  pursuant to Section 8.05 hereof in respect of the Outstanding  Notes
shall be held in trust  and  applied  by the  Trustee,  in  accordance  with the
provisions of such Notes and this Indenture,  to the payment, either directly or
through any Paying Agent  (including  the Company acting as Paying Agent) as the
Trustee  may  determine,  to the  Holders  of such  Notes of all sums due and to
become due  thereon  in respect of  principal,  premium,  if any,  interest  and
Liquidated  Damages,  if any, but such money need not be  segregated  from other
funds except to the extent required by law.

         The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the cash or non-callable  Government
Securities  deposited  pursuant  to Section  8.05  hereof or the  principal  and
interest  received  in respect  thereof  other  than any such tax,  fee or other
charge which by law is for the account of the Holders of the Outstanding Notes.

         Anything in this Article 8 to the contrary notwithstanding, the Trustee
shall  deliver  or pay to the  Company  from  time to time upon  receipt  by the
Trustee of a Company  Request and be relieved of all  liability  with respect to
any  money or  non-callable  Government  Securities  held by it as  provided  in
Section 8.05 hereof  which,  in the opinion of a nationally  recognized  firm of
independent  public  accountants  expressed in a written  certification  thereof
delivered  to the Trustee  (which may be the  opinion  delivered  under  Section
8.05(a) hereof), are in excess of the amount thereof that would then be required
to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.


                                      -72-



SECTION 8.07.  REPAYMENT TO THE COMPANY.

         Any money  deposited with the Trustee or any Paying Agent, or then held
by the Company,  in trust for the payment of the principal of, premium,  if any,
interest or Liquidated  Damages, if any, on any Note and remaining unclaimed for
one year after such  principal,  and premium,  if any, or interest or Liquidated
Damages,  if any, has become due and payable shall be paid to the Company on its
written  request or (if then held by the Company) shall be discharged  from such
trust;  and the Holder of such Note shall  thereafter,  as an unsecured  general
creditor, look only to the Company for payment thereof, and all liability of the
Trustee or such Paying Agent with respect to such trust money, and all liability
of the Company as trustee thereof, shall thereupon cease.

SECTION 8.08.  REINSTATEMENT.

         If the  Trustee or Paying  Agent is unable to apply any  United  States
dollars or non-callable Government Securities in accordance with Section 8.03 or
8.04 hereof, as the case may be, by reason of any order or judgment of any court
or governmental  authority enjoining,  restraining or otherwise prohibiting such
application,  then the obligations of the Company and the Guarantors  under this
Indenture,  the Notes and the  Guarantees  shall be revived  and  reinstated  as
though no deposit had  occurred  pursuant to Section  8.03 or 8.04 hereof  until
such time as the Trustee or Paying Agent is permitted to apply all such money in
accordance  with  Section  8.03 or 8.04  hereof,  as the case may be;  provided,
however,  that, if the Company makes any payment of principal  of,  premium,  if
any,  interest  or  Liquidated  Damages,  if  any,  on any  Note  following  the
reinstatement of its obligations,  the Company shall be subrogated to the rights
of the Holders of such Notes to receive  such payment from the money held by the
Trustee or Paying Agent.


                                    ARTICLE 9
                        AMENDMENT, SUPPLEMENT AND WAIVER

SECTION 9.01.  WITHOUT CONSENT OF HOLDERS OF THE NOTES.

         Notwithstanding Section 9.02 of this Indenture,  without the consent of
any Holder of Notes the  Company,  the  Guarantors  and the Trustee may amend or
supplement this Indenture, the Guarantees or the Notes:

         (a) to cure any  ambiguity,  defect  or to  correct  or  supplement  an
provision herein that may be inconsistent with any other provisions herein;

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

         (c) to provide for the  assumption  of the  Company's or a  Guarantor's
obligations to the Holders of the Notes in the case of a merger or consolidation
pursuant to Article 5 or Article 11 hereof;


                                      -73-



         (d) to make any  change or any  provision  (i) that would  provide  any
additional rights or benefits to the Holders of the Notes, (ii) that is required
to make a Guarantee a binding  obligation under state law or (iii) that does not
adversely affect the legal rights hereunder of any Holder of the Note;

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

         (f) to allow any Guarantor to guarantee the Notes.

         Upon  receipt by the  Trustee  of a Company  Request  accompanied  by a
resolution  of its Board of  Directors  authorizing  the  execution  of any such
amended  or  supplemental  Indenture,  and upon  receipt  by the  Trustee of the
documents  described  in Section 9.06  hereof,  the Trustee  shall join with the
Company and the  Guarantors  in the  execution  of any  amended or  supplemental
Indenture authorized or permitted by the terms of this Indenture and to make any
further  appropriate  agreements and stipulations that may be therein contained,
but  the  Trustee  shall  not  be  obligated  to  enter  into  such  amended  or
supplemental  Indenture that affects its own rights,  duties or immunities under
this Indenture or otherwise.

SECTION 9.02.  WITH CONSENT OF HOLDERS OF NOTES.

         Except as  provided  in (i) the  fourth  and fifth  paragraphs  of this
Section 9.02 and (ii) Sections 8.02,  8.03 and 8.04 hereof,  in connection  with
clause (b) below,  with the  consent  of the  Holders of at least a majority  in
aggregate  principal  amount of the Notes then Outstanding  (including  consents
obtained in connection  with a tender offer or exchange  offer for Notes),  this
Indenture,  the Notes or the  Guarantees  may be  amended or  supplemented,  and
subject  to  Sections  6.02,  6.04 and 6.07  hereof,  any  existing  default  or
compliance with any provision of this Indenture, the Notes or the Guarantees may
be waived.

         Upon  receipt by the  Trustee  of a Company  Request  accompanied  by a
resolution  of its Board of  Directors  authorizing  the  execution  of any such
amended  or  supplemental  Indenture,  and upon  receipt  by the  Trustee of the
documents  described  in Section 9.06  hereof,  the Trustee  shall join with the
Company and the  Guarantors  in the  execution of such  amended or  supplemental
Indenture authorized or permitted by the terms of this Indenture and to make any
further  appropriate  agreements and stipulations that may be therein continued,
but  the  Trustee  shall  not be  obligated  to,  enter  into  such  amended  or
supplemental  Indenture that affects its own rights,  duties or immunities under
this Indenture or otherwise.

         It shall not be necessary for the consent of the Holders of Notes under
this Section 9.02 to approve the  particular  form of any proposed  amendment or
waiver,  but it shall be  sufficient  if such  consent  approves  the  substance
thereof.  After an  amendment,  supplement  or waiver  under this  Section  9.02
becomes  effective,  the Company shall mail to the Holders of each Note affected
thereby a notice briefly describing the amendment,


                                      -74-



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 amended or supplemental Indenture or waiver.

         Subject  to  Sections  6.02,  6.04 and 6.07  hereof,  the  Holders of a
majority in aggregate  principal  amount of the Notes then Outstanding may waive
compliance in a particular  instance by the Company or the  Guarantors  with any
provision of this Indenture,  the Notes or the Guarantees.  However, without the
consent of each Holder affected,  an amendment,  or waiver may not (with respect
to any Note or Guarantee held by a nonconsenting Holder):

         (a)  reduce the principal amount of Notes;

         (b)  reduce the  principal of or change the fixed  maturity of any Note
              or alter the  provisions  with  respect to the  redemption  of the
              Notes or any Change of Control Offer;

         (c)  reduce the rate of or change the time for  payment of  interest or
              Liquidated Damages, if any, on any Notes;

         (d)  waive a Default or Event of Default in the payment of principal of
              or premium,  if any, or interest or Liquidated Damages, if any, on
              the Notes (except a rescission of acceleration of the Notes by the
              Holders of at least a majority in  aggregate  principal  amount of
              the Notes and a waiver of the payment  default that  resulted from
              such acceleration);

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

         (f)  waive a redemption or repurchase payment with respect to any Note;
              or

         (g)  make any change in the foregoing  amendment and waiver  provisions
              of this Article 9.

         Without obtaining any necessary consents under the Credit Facility, the
Company may not amend or supplement the  provisions  contained in Article 10 and
Article 12 hereof.

SECTION 9.03.  COMPLIANCE WITH TRUST INDENTURE ACT.

         Every amendment or supplement to this Indenture,  the Guarantees or the
Notes shall be set forth in an amended or  supplemental  Indenture that complies
with the TIA as then in effect.


                                      -75-



SECTION 9.04.  REVOCATION AND EFFECT OF CONSENTS.

         Until an amendment,  supplement or waiver becomes effective,  a consent
to it by a Holder of a Note 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.  However,  any such Holder or  subsequent  Holder of a Note may revoke the
consent as to its Note if the  Trustee  receives  written  notice of  revocation
before the date the  waiver,  supplement  or  amendment  becomes  effective.  An
amendment,  supplement or waiver becomes  effective in accordance with its terms
and thereafter binds every Holder.

SECTION 9.05.  NOTATION ON OR EXCHANGE OF NOTES.

         The  Trustee  may place an  appropriate  notation  about an  amendment,
supplement  or waiver  on any Note  thereafter  authenticated.  The  Company  in
exchange for all Notes may issue and the Trustee  shall  authenticate  new Notes
that reflect the amendment, supplement or waiver.

         Failure to make the appropriate  notation or issue a new Note shall not
affect the validity and effect of such amendment, supplement or waiver.

SECTION 9.06.  TRUSTEE TO SIGN AMENDMENTS, ETC.

         The Trustee shall sign any amended or supplemental Indenture authorized
pursuant to this Article 9 if the  amendment or  supplement  does not  adversely
affect the rights, duties, liabilities or immunities of the Trustee. The Company
may not sign an amendment or supplemental Indenture until the Board of Directors
approves  it.  In  signing  or  refusing  to sign any  amended  or  supplemental
indenture the Trustee shall be entitled to receive and (subject to Section 7.01)
shall be fully protected in relying upon, in addition to the documents  required
by Section  14.04  hereof,  an Officer's  Certificate  and an Opinion of Counsel
stating  that  the  execution  of such  amended  or  supplemental  indenture  is
authorized or permitted by this Indenture, that it is not inconsistent herewith,
and that it will be valid and binding  upon the Company  and the  Guarantors  in
accordance with its terms.


                                   ARTICLE 10
                                  SUBORDINATION

SECTION 10.01. AGREEMENT TO SUBORDINATE.

         The Company  agrees,  and each Holder by accepting a Note agrees,  that
the payment of all  Obligations on the Notes shall be  subordinated  in right of
payment,  to the extent and in the manner  provided  in this  Article 10, to the
prior  payment  in  full  of  all  existing  and  future  Senior  Debt,  whether
outstanding on the date hereof or hereafter incurred, and that the subordination
is for the benefit of the holders of Senior Debt.


                                      -76-



SECTION 10.02. LIQUIDATION; DISSOLUTION; BANKRUPTCY.

         Upon any  payment or  distribution  to  creditors  of the  Company in a
liquidation or dissolution of the Company,  or in a bankruptcy,  reorganization,
insolvency,  receivership or any such proceeding  relating to the Company or its
property,  an assignment for the benefit of creditors or any  marshalling of the
Company's assets and liabilities, the holders of Senior Debt will be entitled to
receive  payment in full in cash or Cash  Equivalents of all  Obligations due in
respect of such Senior Debt  (including  interest after the  commencement of any
such proceeding at the rate specified in the applicable Senior Debt,  whether or
not allowed or allowable in such proceeding) before the Holders of Notes will be
entitled  to receive  any  payment  with  respect  to the  Notes,  and until all
Obligations  with  respect  to  Senior  Debt  are  paid  in full in cash or Cash
Equivalents,  any payment or distribution to which the Holders of Notes would be
entitled  shall be made to the holders of Senior Debt  (except  that  Holders of
Notes may receive and retain (i) Permitted  Junior  Securities and (ii) payments
made from the defeasance trust created  pursuant to Article 8 hereof).  The term
"payment"  means,  with respect to the Notes,  any  payment,  whether in cash or
other assets or property, of interest, principal (including redemption price and
purchase price),  premium,  Liquidated  Damages or any other amount on, of or in
respect of the Notes,  any other  acquisition  of Notes and any deposit into the
trust described in Article 8 above. The verb "pay" has a correlative meaning.

SECTION 10.03. DEFAULT ON DESIGNATED SENIOR DEBT.

         The Company  also may not make any payment or  distribution  upon or in
respect of the Notes  (except  that  Holders of Notes may receive and retain (a)
Permitted  Junior  Securities  and (b) payments made from the  defeasance  trust
created  pursuant  to Article 8 hereof),  if (i) a default in the payment of any
Obligations  with respect to Designated  Senior Debt occurs and is continuing (a
"payment default") or any other default on Designated Senior Debt occurs and the
maturity of such  Designated  Senior Debt is accelerated in accordance  with its
terms or (ii) a default other than a payment  default,  occurs and is continuing
with respect to Designated Senior Debt that permits holders of Designated Senior
Debt as to which such default relates to accelerate its maturity (a "non-payment
default")  and,  in the case of this clause  (ii) only,  the Trustee  receives a
notice of such  default (a "Payment  Blockage  Notice")  from the Company or the
holders of any Designated Senior Debt.

         The Company may and shall resume  payments on the Notes (a) in the case
of a payment  default,  upon the date on which  such  default is cured or waived
and,  in the case of  Designated  Senior  Debt that has been  accelerated,  such
acceleration has been rescinded,  and (b) in the case of a non-payment  default,
the earlier of the date on which such non-payment  default is cured or waived or
179 days  after  the date on which the  applicable  Payment  Blockage  Notice is
received unless the maturity of any Designated Senior Debt has been accelerated.
No new period of payment blockage may be commenced on account of any non-payment
default  unless and until 360 days have elapsed since the initial  effectiveness
of the immediately  prior Payment Blockage Notice.  No non-payment  default that
existed or was continuing on the date of delivery of any Payment Blockage Notice
to the


                                      -77-



Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice
unless  such  default  shall  have been cured or waived for a period of not less
than 90 days.

SECTION 10.04. ACCELERATION OF NOTES.

         If payment of the Notes is accelerated  because of an Event of Default,
the Company shall provide the names of the Representatives of the Senior Debt to
the Trustee and the Trustee shall promptly notify such Representatives of Senior
Debt of the  acceleration.  The Company may not pay any such  accelerated  Notes
until five Business Days after such holders receive notice of such  acceleration
and, thereafter,  may make such payment only if otherwise permissible under this
Article 10.

SECTION 10.05. WHEN DISTRIBUTION MUST BE PAID OVER.

         In the event that the Trustee  receives any payment of any  Obligations
with respect to the Notes at a time when the Trustee has actual  knowledge  that
such payment is prohibited by Section 10.02 or 10.03 hereof,  such Payment shall
be held by the Trustee, in trust for the benefit of, and shall be paid forthwith
over and  delivered,  upon  written  request,  to, the holders of Senior Debt as
their interests may appear or their  Representative under the indenture or other
agreement (if any) pursuant to which Senior Debt may have been issued,  as their
respective  interests  may  appear,  for  application  to  the  payment  of  all
Obligations with respect to Senior Debt remaining unpaid to the extent necessary
to pay such  Obligations  in full in accordance  with their terms,  after giving
effect to any concurrent payment or distribution to or for the holders of Senior
Debt.

         In the event that any Holder  receives  any payment of any  Obligations
with respect to the Notes at a time when such payment is  prohibited  by Section
10.02 or 10.03 hereof,  such payment shall be held by such Holder,  in trust for
the benefit of, and shall be paid  forthwith  over and  delivered,  upon written
request,  to, the holders of Senior Debt as their  interests may appear or their
Representative under the indenture or other agreement (if any) pursuant to which
Senior Debt may have been issued, as their respective  interests may appear, for
application  to the  payment of all  Obligations  with  respect  to Senior  Debt
remaining  unpaid to the extent  necessary  to pay such  Obligations  in full in
accordance  with their terms,  after giving effect to any concurrent  payment or
distribution to or for the holders of Senior Debt.

         With respect to the holders of Senior Debt,  the Trustee  undertakes to
perform only such obligations on the part of the Trustee as are specifically set
forth in this Article 10, and no implied  covenants or obligations  with respect
to the  holders of Senior  Debt shall be read into this  Indenture  against  the
Trustee.  The  Trustee  shall  not be deemed  to owe any  fiduciary  duty to the
holders  of Senior  Debt,  and shall  not be liable to any such  holders  if the
Trustee  shall pay over or  distribute to or on behalf of Holders or the Company
or any other Person money or assets to which any holders of Senior Debt shall be
entitled  by virtue of this  Article  10,  except if such  payment  is made as a
result of the willful misconduct or negligence of the Trustee.


                                      -78-



SECTION 10.06. NOTICE BY COMPANY.

         The Company shall  promptly  notify the Trustee and the Paying Agent of
any facts  known to the Company  that would  cause a payment of any  Obligations
with  respect to the Notes to violate  this Article 10, but failure to give such
notice  shall not affect the  subordination  of the Notes to the Senior  Debt as
provided in this Article 10.

SECTION 10.07. SUBROGATION.

         After all Senior Debt is paid in full in cash or Cash  Equivalents  and
until the Notes  are paid in full,  Holders  shall be  subrogated  (equally  and
ratably with all other  Indebtedness pari passu with the Notes) to the rights of
holders of Senior Debt to receive distributions applicable to Senior Debt to the
extent that distributions  otherwise payable to the Holders have been applied to
the payment of Senior Debt. A distribution made under this Article 10 to holders
of Senior Debt that otherwise would have been made to Holders is not, as between
the Company and Holders, a payment by the Company on the Notes.

SECTION 10.08. RELATIVE RIGHTS.

         This Article 10 defines the relative  rights of the Holders and holders
of Senior Debt. Nothing in this Indenture shall:

         (i) impair,  as between the Company and the Holders,  the obligation of
     the Company,  which is absolute and  unconditional,  to pay  principal  of,
     premium,  if any, interest and Liquidated  Damages, if any, on the Notes in
     accordance with their terms;

         (ii) affect the relative rights of Holders and creditors of the Company
     other than their rights in relation to holders of Senior Debt; or

         (iii) prevent the Trustee or any Holder from  exercising  its available
     remedies  upon a Default or an Event of  Default,  subject to the rights of
     holders and owners of Senior  Debt to receive  distributions  and  payments
     otherwise payable to Holders.

         If the Company  fails  because of this Article 10 to pay  principal of,
premium,  if any, interest or Liquidated  Damages,  if any, on a Note on the due
date, the failure is nevertheless a Default or an Event of Default.

SECTION 10.09. SUBORDINATION MAY NOT BE IMPAIRED BY COMPANY.

         No right of any holder of Senior Debt to enforce the  subordination  of
the  Indebtedness  evidenced by the Notes shall be prejudiced or impaired by any
act or  failure to act by the  Company  or any  Holder or by the  failure of the
Company or any Holder to comply with this Indenture.


                                      -79-



SECTION 10.10. DISTRIBUTION OR NOTICE TO REPRESENTATIVE.

         Whenever a  distribution  is to be made or a notice given to holders of
Senior  Debt,  the  distribution  may be made  and the  notice  given  to  their
Representative.

         Upon any payment or distribution  of assets of the Company  referred to
in this  Article 10, the Trustee and the Holders  shall be entitled to rely upon
any order or  decree  made by any court of  competent  jurisdiction  or upon any
certificate of such  Representative  or of the  liquidating  trustee or agent or
other Person  making any  distribution  to the Trustee or to the Holders for the
purpose  of   ascertaining   the  Persons   entitled  to   participate  in  such
distribution,  the  holders of the  Senior  Debt and other  Indebtedness  of the
Company,  the amount thereof or payable  thereon,  the amount or amounts paid or
distributed thereon and all other facts pertinent thereto or to this Article 10.

SECTION 10.11. RIGHTS OF TRUSTEE AND PAYING AGENT.

         Notwithstanding  the  provisions  of  this  Article  10  or  any  other
provision of this Indenture,  the Trustee shall not be charged with knowledge of
the  existence  of any facts that would  prohibit  the making of any  payment or
distribution  by the Trustee,  and the Trustee and the Paying Agent may continue
to make  payments on the Notes,  unless the Trustee  shall have  received at its
Corporate  Trust  Office at least two  Business  Days  prior to the date of such
payment  written notice of facts that would cause the payment of any Obligations
with respect to the Notes to violate this Article 10; provided that this Section
10.11  shall not limit or modify the rights of holders of Senior Debt to recover
any such  payments  from the Holders of the Notes  pursuant  to Sections  10.02,
10.03 and/or 10.05.  Only the Company or a  Representative  may give the notice.
Nothing in this  Article 10 shall  impair  the  claims of, or  payments  to, the
Trustee under or pursuant to Section 7.07 hereof.

         The Trustee in its  individual  or any other  capacity  may hold Senior
Debt with the same rights it would have if it were not Trustee. Any Agent may do
the same with like rights.

SECTION 10.12. AUTHORIZATION TO EFFECT SUBORDINATION.

         Each Holder of a Note by the Holder's acceptance thereof authorizes and
directs  the  Trustee  on the  Holder's  behalf  to take  such  action as may be
necessary or  appropriate to effectuate  the  subordination  as provided in this
Article 10, and appoints the Trustee to act as the Holder's attorney-in-fact for
any and all such purposes.  If the Trustee does not file a proper proof of claim
or proof of debt in the form required in any  proceeding  referred to in Section
6.09  hereof at least 30 days  before  the  expiration  of the time to file such
claim, a Representative  of Designated  Senior Debt is hereby authorized to file
an appropriate claim for and on behalf of the Holders of the Notes.


                                      -80-



                                   ARTICLE 11
                               GUARANTEE OF NOTES

SECTION 11.01. GUARANTEES.

         Subject to the  provisions  of this Article 11, each of the  Guarantors
hereby,  jointly and severally,  unconditionally  guarantees to each Holder of a
Note  authenticated  and  delivered  by the  Trustee  and to the Trustee and its
successors and assigns,  irrespective of the validity and enforceability of this
Indenture,   the  Notes  and  the  Obligations  of  the  Company  hereunder  and
thereunder, that:

         (a) the principal of, premium, if any, interest and Liquidated Damages,
if any,  on the Notes  will be  promptly  paid in full when due,  subject to any
applicable grace period,  whether at maturity,  by  acceleration,  redemption or
otherwise, and interest on the overdue principal, premium, if any (to the extent
permitted by law), interest on any interest,  if any, and Liquidated Damages, if
any,  on the Notes,  and all other  payment  Obligations  of the  Company to the
Holders or the Trustee hereunder or thereunder will be promptly paid in full and
performed, all in accordance with the terms hereof and thereof; and

         (b) in case of any extension of time of payment or renewal of any Notes
or any of such other  Obligations,  the same will be promptly  paid in full when
due or  performed  in  accordance  with the terms of the  extension  or renewal,
subject  to  any  applicable  grace  period,  whether  at  stated  maturity,  by
acceleration, redemption or otherwise. Failing payment when so due of any amount
so  guaranteed  or  any  performance  so  guaranteed  for  whatever  reason  the
Guarantors will be jointly and severally obligated to pay the same immediately.

         An Event of Default under this Indenture or the Notes shall  constitute
an event of default  under the  Guarantees,  and shall  entitle  the  Holders to
accelerate the Obligations of the Guarantors hereunder in the same manner and to
the same extent as the Obligations of the Company.  Subject to the provisions of
this Article 11, the Guarantors  hereby agree that their  Obligations  hereunder
shall  be   unconditional,   irrespective   of  the   validity,   regularity  or
enforceability  of the Notes or this  Indenture,  the  absence  of any action to
enforce  the same,  any  waiver or consent  by any  Holder  with  respect to any
provisions hereof or thereof,  the recovery of any judgment against the Company,
any action to enforce the same or any other  circumstance  which might otherwise
constitute a legal or equitable discharge or defense of a Guarantor.

         Each Guarantor hereby waives diligence, presentment, demand of payment,
filing of claims with a court in the event of  insolvency  or  bankruptcy of the
Company,  any right to require a proceeding first against the Company,  protest,
notice and all demands  whatsoever and covenants that this Guarantee will not be
discharged  except by complete  performance of the Obligations  contained in the
Notes and this Indenture.  If any Holder or the Trustee is required by any court
or otherwise to return to the Company,  the  Guarantors,  or any Note Custodian,
Trustee, liquidator or other similar official acting in relation to either


                                      -81-



the  Company or the  Guarantors,  any amount  paid by either the Trustee or such
Holder,  this  Guarantee,  to  the  extent  theretofore  discharged,   shall  be
reinstated in full force and effect.  Each Guarantor agrees that it shall not be
entitled  to, and hereby  waives,  any right of  subrogation  in relation to the
Holders in respect of any Obligations guaranteed hereby.

         Each Guarantor  further agrees that, as between the Guarantors,  on the
one hand,  and the Holders and the Trustee,  on the other hand, (x) the maturity
of the Obligations guaranteed hereby may be accelerated as provided in Article 6
for the purposes of this  Guarantee,  notwithstanding  any stay,  injunction  or
other  prohibition  preventing  such  acceleration in respect of the Obligations
guaranteed  hereby,  and (y) in the event of any  declaration of acceleration of
such Obligations as provided in Article 6 hereof,  such Obligations  (whether or
not due and payable)  shall  forthwith  become due and payable by the Guarantors
for the purpose of this Guarantee.

SECTION 11.02. EXECUTION AND DELIVERY OF GUARANTEE.

         To evidence its Guarantee set forth in Section  11.01,  each  Guarantor
hereby  agrees that a notation of such  Guarantee  substantially  in the form of
Exhibit  D shall be  endorsed  by an  Officer  of such  Guarantor  on each  Note
authenticated  and  delivered  by the Trustee and that this  Indenture  shall be
executed on behalf of such Guarantor,  by manual or facsimile  signature,  by an
Officer of such Guarantor.

         Each  Guarantor  hereby  agrees that its Guarantee set forth in Section
11.01  shall  remain in full force and  effect  notwithstanding  any  failure to
endorse on each Note a notation of such Guarantee.

         If an Officer whose  signature is on this Indenture or on the Guarantee
no longer  holds that office at the time the Trustee  authenticates  the Note on
which a Guarantee is endorsed, the Guarantee shall be valid nevertheless.

         The  delivery  of any Note by the  Trustee,  after  the  authentication
thereof  hereunder,  shall constitute due delivery of the Guarantee set forth in
this Indenture on behalf of the Guarantors.

SECTION 11.03. GUARANTORS MAY CONSOLIDATE, ETC., ON CERTAIN TERMS.

         (a) Except as set forth in Articles 4 and 5 hereof,  nothing  contained
in this  Indenture  shall  prohibit a merger  between a  Guarantor  and  another
Guarantor or a merger  between a Guarantor and the Company or a Holding  Company
Restructuring.

         (b) Except as provided in Section  11.03(a)  hereof or in a transaction
referred to in Section 11.04 hereof,  no Guarantor may consolidate with or merge
with or into (whether or not such  Guarantor is the surviving  Person),  another
Person, whether or not affiliated with such Guarantor, unless:

         (i) the Person formed by or surviving any such consolidation or merger


                                      -82-



     (if  other  than  such  Guarantor)  assumes  all  the  obligations  of such
     Guarantor  under the Notes and the  Indenture  pursuant  to a  supplemental
     indenture in form and substance  reasonably  satisfactory to the Trustee in
     the Form of  Exhibit E hereto  (provided,  that this  clause  (i) shall not
     apply to any merger or consolidation  contemplated by clause (a) of Section
     11.04);

         (ii) immediately after giving effect to such transaction, no Default or
     Event of Default exists; and

         (iii) the Company would be permitted,  immediately  after giving effect
     to such  transaction,  to incur at least $1.00 of  additional  Indebtedness
     pursuant  to the Fixed  Charge  Coverage  Ratio set forth in  Section  4.09
     hereof.

         (c) In the case of any such  consolidation,  merger, sale or conveyance
and upon the  assumption by the successor  Person,  by  supplemental  indenture,
executed and delivered to the Trustee and substantially in the form of Exhibit E
hereto,  of the  Guarantee  and the due and punctual  performance  of all of the
covenants  and  conditions of this  Indenture to be performed by the  Guarantor,
such successor Person shall succeed to and be substituted for the Guarantor with
the same  effect  as if it had been  named  herein  as a  Guarantor.  All of the
Guarantees  so issued shall in all respects have the same legal rank and benefit
under this Indenture as the  Guarantees  theretofore  and  thereafter  issued in
accordance with the terms of this Indenture as though all of such Guarantees had
been issued at the date of the execution hereof.

         (d)  Upon  the  redesignation  by  the  Company  of  a  Guarantor  from
Restricted  Subsidiary to an  Unrestricted  Subsidiary  in  compliance  with the
provisions of this Indenture,  such Subsidiary shall cease to be a Guarantor and
shall be relieved of all  obligations and covenants under this Indenture and the
Notes and Guarantees.

         (e)  Concurrently  with the Defeasance of the Notes under Section 8.02,
the  Guarantors  shall  cease to be  Guarantors  and  shall be  relieved  of all
obligations and covenants under this Indenture and the Notes and Guarantees.

SECTION 11.04. RELEASES FOLLOWING SALE OF ASSETS.

         In the event of (a) a sale or other disposition of all or substantially
all of the assets of any Guarantor, by way of merger, consolidation or otherwise
(provided  that in the case of a merger  or  consolidation,  the  provisions  of
clauses (ii) and (iii) of Section  11.03(b) are  complied  with),  (b) a sale or
other  disposition  of all the Capital Stock of any Guarantor or (c) a Guarantor
being designated by the Company as an Immaterial Subsidiary, then such Guarantor
will automatically and  unconditionally be released,  discharged and relieved of
its Guarantee and any obligations thereunder;  provided that, in the case of any
such transaction  which constitutes an Asset Sale, the Net Proceeds of such sale
or other disposition are applied in accordance with the applicable provisions of
Section 4.10 hereof.


                                      -83-



SECTION 11.05. ADDITIONAL GUARANTORS.

         Any Person that was not a Guarantor on the date of this  Indenture  may
become a Guarantor by executing and delivering to the Trustee (a) a supplemental
indenture  in  substantially  the form of Exhibit E hereto and (b) an Opinion of
Counsel to the effect that such supplemental  indenture has been duly authorized
and  executed  by such  Person and  constitutes  the legal,  valid,  binding and
enforceable  obligation  of such Person  (subject to such  customary  exceptions
concerning creditors rights',  fraudulent transfers, public policy and equitable
principles).

SECTION 11.06. LIMITATION ON GUARANTOR LIABILITY.

         For purposes hereof, each Guarantor's liability shall be limited to the
lesser of (i) the aggregate  amount of the  Obligations of the Company under the
Notes and this  Indenture and (ii) the amount,  if any, which would not have (A)
rendered  such  Guarantor  "insolvent"  (as such term is  defined  in the United
States  Bankruptcy  Code and in the Debtor and  Creditor Law of the State of New
York) or (B) left such Guarantor with unreasonably small capital at the time its
Guarantee of the Notes was entered into; provided that, it will be a presumption
in any  lawsuit or other  proceeding  in which a  Guarantor  is a party that the
amount  guaranteed  pursuant to the  Guarantee is the amount set forth in clause
(i) above unless any creditor, or representative of creditors of such Guarantor,
or debtor in possession or trustee in  bankruptcy  of the  Guarantor,  otherwise
proves in such a lawsuit that the  aggregate  liability of the  Guarantor is the
amount  set forth in  clause  (ii)  above.  In making  any  determination  as to
solvency  or  sufficiency  of  capital of a  Guarantor  in  accordance  with the
previous  sentence,  the right of such  Guarantor  to  contribution  from  other
Guarantors,  and any  other  rights  such  Guarantor  may have,  contractual  or
otherwise, shall be taken into account.

SECTION 11.07. "TRUSTEE" TO INCLUDE PAYING AGENT.

         In case at any time any Paying Agent other than the Trustee  shall have
been appointed by the Company and be then acting  hereunder,  the term "Trustee"
as used in this  Article  11  shall  in each  case  (unless  the  context  shall
otherwise  require) be construed as extending to and including such Paying Agent
within its meaning as fully and for all  intents and  purposes as if such Paying
Agent were named in this Article 11 in place of the Trustee.

SECTION 11.08. RIGHTS OF CONTRIBUTION.

         The  Guarantors  hereby  agree,  as  between  themselves,  that  if any
Guarantor shall become an Excess Funding  Guarantor (as defined below) by reason
of the payment by such Guarantor of any of its obligations  under its Guarantee,
each other  Guarantor  shall,  on demand of such Excess  Funding  Guarantor (but
subject to the next  sentence),  pay to such Excess Funding  Guarantor an amount
equal to such  Guarantor's Pro Rata Share (as defined below and determined,  for
this purpose, without reference to the properties, debts and liabilities of such
Excess Funding Guarantor) of the Excess Payment (as defined below) in


                                      -84-



respect of such obligations. The payment obligation of a Guarantor to any Excess
Funding  Guarantor  under this Section 11.08 shall be subordinate and subject in
right  of  payment  to the  prior  payment  in full of the  obligations  of such
Guarantor  under its  Guarantee  and such  Excess  Funding  Guarantor  shall not
exercise  any right or remedy  with  respect to such  excess  until  payment and
satisfaction in full of all such obligations.

         For  purposes of this Section  11.08,  (i) "Excess  Funding  Guarantor"
shall mean, in respect of any obligations under its Guarantee,  a Guarantor that
has paid an amount in excess  of its Pro Rata  Share of such  obligations,  (ii)
"Excess Payment" shall mean, in respect of any such obligations, the amount paid
by an  Excess  Funding  Guarantor  in  excess  of its  Pro  Rata  Share  of such
obligations and (iii) "Pro Rata Share" shall mean, for any Guarantor,  the ratio
(expressed  as a percentage)  of (A) the amount by which the  aggregate  present
fair saleable value of all properties of such Guarantor (excluding any shares of
stock  of any  other  Guarantor)  exceeds  the  amount  of  all  the  debts  and
liabilities of such Guarantor (including contingent, subordinated, unmatured and
unliquidated liabilities,  but excluding the obligations of such Guarantor under
this  Indenture  and any  obligations  of any  other  Guarantor  that  have been
guaranteed  by such  Guarantor)  to (B) the amount by which the  aggregate  fair
saleable value of all properties of all of the Guarantors  exceeds the amount of
all the debts and liabilities (including contingent, subordinated, unmatured and
unliquidated  liabilities,  but excluding the obligations of the Company and the
Guarantors  under this Indenture) of all of the Guarantors,  determined (1) with
respect to any  Guarantor  that is a party  hereto on the Issue Date,  as of the
Issue Date,  and (2) with  respect to any other  Guarantor,  as of the date such
Guarantor becomes a Guarantor hereunder.


                                   ARTICLE 12
                           SUBORDINATION OF GUARANTEES

SECTION 12.01. AGREEMENT TO SUBORDINATE.

         The Guarantors agree, and each Holder by accepting a Note agrees,  that
the  payment of all  Guarantee  Obligations  shall be  subordinated  in right of
payment,  to the extent and in the manner  provided  in this  Article 12, to the
prior  payment  in  full  of  all  existing  and  future  Senior  Debt,  whether
outstanding   on  the  date  hereof  or  thereafter   incurred,   and  that  the
subordination is for the benefit of the holders of Senior Debt.

SECTION 12.02. LIQUIDATION; DISSOLUTION; BANKRUPTCY.

         Upon any payment or  distribution  to creditors  of any  Guarantor in a
liquidation or dissolution of such Guarantor or in a bankruptcy, reorganization,
insolvency,  receivership or any such  proceeding  relating to such Guarantor or
its property,  an assignment for the benefit of creditors or any  marshalling of
such  Guarantor's  assets and  liabilities,  the  holders of Senior Debt of such
Guarantor  will  be  entitled  to  receive  payment  in  full  in  cash  or Cash
Equivalents  of all  Obligations  due in respect of such Senior Debt  (including
interest after the  commencement of any such proceeding at the rate specified in
the  applicable  Guarantor  Senior Debt,  whether or not allowed or allowable in
such proceeding) before the


                                      -85-



Holders of Notes will be entitled to receive any payment  under the Guarantee of
such  Guarantor,  and until all  Obligations  with respect to Senior Debt of any
Guarantor  are  paid  in  full in cash  or  Cash  Equivalents,  any  payment  or
distribution under the Guarantee of such Guarantor to which the Holders of Notes
would be entitled  shall be made by such Guarantor to the holders of Senior Debt
of such Guarantor (except that Holders of Notes may receive (i) Permitted Junior
Securities and (ii) payments made from the defeasance  trust created pursuant to
Article 8 hereof).

SECTION 12.03. DEFAULT ON DESIGNATED GUARANTOR SENIOR DEBT.

         No Guarantor may make any payment or distribution upon or in respect of
such Guarantor's  Guarantee (except that Holders of Notes may receive and retain
(a) Permitted Junior  Securities and (b) payments made from the defeasance trust
created  pursuant to Article 8 hereof) if (i) a payment  default with respect to
Designated  Guarantor  Senior Debt of such Guarantor occurs and is continuing or
any other default on Designated  Guarantor  Senior Debt of such Guarantor occurs
and the maturity of such  Designated  Guarantor  Senior Debt is  accelerated  in
accordance with its terms or (ii) a non-payment default occurs and is continuing
with respect to Designated  Guarantor Senior Debt of such Guarantor that permits
holders  of such  Designated  Guarantor  Senior  Debt as to which  such  default
relates to  accelerate  its maturity  and, in the case of clause (ii) only,  the
Trustee  receives a Payment  Blockage  Notice from the Company or the holders of
such Designated Guarantor Senior Debt.

         Such  Guarantor  may and shall resume  payments on its Guarantee (a) in
the case of a payment  default,  upon the date on which such default is cured or
waived  and,  in the case of  Designated  Guarantor  Senior  Debt  that has been
accelerated,  such  acceleration  has  been  rescinded,  and  (b) in  case  of a
non-payment  default,  the earlier of the date on which such non-payment default
is cured or waived or 179 days  after the date on which the  applicable  Payment
Blockage  Notice is received,  unless the maturity of any  Designated  Guarantor
Senior Debt of such  Guarantor  has been  accelerated.  No new period of payment
blockage may be commenced on account of any non-payment default unless and until
360 days have elapsed since the initial  effectiveness of the immediately  prior
Payment Blockage Notice.  No non-payment  default that existed or was continuing
on the date of delivery of any Payment  Blockage Notice to the Trustee shall be,
or be made,  the basis for a  subsequent  Payment  Blockage  Notice  unless such
default shall have been cured or waived for a period of not less than 90 days.

SECTION 12.04. ACCELERATION OF NOTES.

         If payment of the Notes is accelerated  because of an Event of Default,
each Guarantor shall provide the names of the Representatives of the Senior Debt
of such  Guarantor  to the Trustee and the Trustee  shall  promptly  notify such
Representatives of such Senior Debt of the acceleration.


                                      -86-



SECTION 12.05. WHEN DISTRIBUTION MUST BE PAID OVER.

         In the event that the Trustee  receives  any  payment of any  Guarantee
Obligations  with  respect to a Guarantor  at a time when the Trustee has actual
knowledge that such payment is prohibited by Section 12.02 or 12.03 hereof, such
Payment shall be held by the Trustee,  in trust for the benefit of, and shall be
paid  forthwith  over and delivered,  upon written  request,  to, the holders of
Senior  Debt  of  such  Guarantor  as  their   interests  may  appear  or  their
Representative under the indenture or other agreement (if any) pursuant to which
such Senior Debt may have been issued, as their respective interests may appear,
for  application to the payment of all  Obligations  with respect to such Senior
Debt remaining unpaid to the extent necessary to pay such Obligations in full in
accordance  with their terms,  after giving effect to any concurrent  payment or
distribution to or for the holders of such Senior Debt.

         In the event  that any Holder  receives  any  payment of any  Guarantee
Obligations  of a Guarantor at a time when such payment is prohibited by Section
12.02 or 12.03 hereof,  such payment shall be held by such Holder,  in trust for
the benefit of, and shall be paid  forthwith  over and  delivered,  upon written
request, to, the holders of Senior Debt of such Guarantor as their interests may
appear or their  Representative  under the indenture or other agreement (if any)
pursuant  to which such Senior Debt may have been  issued,  as their  respective
interests may appear,  for  application to the payment of all  Obligations  with
respect to such Senior Debt remaining unpaid to the extent necessary to pay such
Obligations in full in accordance  with their terms,  after giving effect to any
concurrent payment or distribution to or for the holders of such Senior Debt.

         With respect to the holders of Senior Debt,  the Trustee  undertakes to
perform only such obligations on the part of the Trustee as are specifically set
forth in this Article 12, and no implied  covenants or obligations  with respect
to the  holders of Senior  Debt shall be read into this  Indenture  against  the
Trustee.  The  Trustee  shall  not be deemed  to owe any  fiduciary  duty to the
holders  of Senior  Debt,  and shall  not be liable to any such  holders  if the
Trustee  shall  pay  over  or  distribute  to or on  behalf  of  Holders  or the
Guarantors  or any other  Person  money or assets to which any holders of Senior
Debt shall be entitled by virtue of this  Article 12,  except if such payment is
made as a result of the willful misconduct or negligence of the Trustee.

SECTION 12.06. NOTICE BY GUARANTOR.

         Each Guarantor  shall promptly  notify the Trustee and the Paying Agent
of any facts known to such Guarantor that would cause a payment of any Guarantee
Obligations  to violate  this  Article 12, but failure to give such notice shall
not affect the subordination of the Guarantees to the Senior Debt as provided in
this Article 12.

SECTION 12.07. SUBROGATION.

         After all Senior Debt is paid in full in cash or Cash  Equivalents  and
until the


                                      -87-



Guarantees  are paid in full,  Holders shall be subrogated  (equally and ratably
with all other  Indebtedness  pari passu with the  Guarantees)  to the rights of
holders of Senior Debt to receive distributions applicable to Senior Debt to the
extent that distributions  otherwise payable to the Holders have been applied to
the payment of Senior Debt. A distribution made under this Article 12 to holders
of Senior Debt that otherwise would have been made to Holders is not, as between
the Guarantors and Holders, a payment by the Guarantors on the Notes.

SECTION 12.08. RELATIVE RIGHTS.

         This Article 12 defines the relative  rights of the Holders and holders
of Senior Debt. Nothing in this Indenture shall:

         (i) impair,  as between the Guarantors and the Holders,  the obligation
     of the Guarantors,  which is absolute and  unconditional,  to pay principal
     of, premium,  if any, interest and Liquidated Damages, If any, on the Notes
     in accordance with the terms of the Guarantees;

         (ii)  affect  the  relative  rights of  Holders  and  creditors  of the
     Guarantors  other than their  rights in relation to holders of Senior Debt;
     or

         (iii) prevent the Trustee or any Holder from  exercising  its available
     remedies  upon a Default or an Event of  Default,  subject to the rights of
     holders and owners of Senior  Debt to receive  distributions  and  payments
     otherwise payable to Holders.

         If any Guarantor  fails because of this Article 12 to pay its Guarantee
Obligations  in accordance  with its  Guarantee on the due date,  the failure is
nevertheless a Default or an Event of Default.

SECTION 12.09. SUBORDINATION MAY NOT BE IMPAIRED BY GUARANTOR.

         No right of any holder of Senior Debt to enforce the  subordination  of
the Guarantee  Obligations shall be prejudiced or impaired by any act or failure
to act by the  Guarantors  or any Holder or by the failure of the  Guarantors or
any Holder to comply with this Indenture.

SECTION 12.10. DISTRIBUTION OR NOTICE TO REPRESENTATIVE.

         Whenever a  distribution  is to be made or a notice given to holders of
Senior  Debt,  the  distribution  may be made  and the  notice  given  to  their
Representative.

         Upon any payment or distribution  of assets of a Guarantor  referred to
in this  Article 12, the Trustee and the Holders  shall be entitled to rely upon
any order or  decree  made by any court of  competent  jurisdiction  or upon any
certificate of such  Representative  or of the  liquidating  trustee or agent or
other Person making any distribution to the Trustee


                                      -88-



or to the  Holders  for the  purpose of  ascertaining  the  Persons  entitled to
participate  in such  distribution,  the  holders of the  Senior  Debt and other
Indebtedness  of such  Guarantor,  the amount  thereof or payable  thereon,  the
amount or amounts  paid or  distributed  thereon and all other  facts  pertinent
thereto or to this Article 12.

SECTION 12.11. RIGHTS OF TRUSTEE AND PAYING AGENT.

         Notwithstanding  the  provisions  of  this  Article  12  or  any  other
provision of this Indenture,  the Trustee shall not be charged with knowledge of
the  existence  of any facts that would  prohibit  the making of any  payment or
distribution  by the Trustee,  and the Trustee and the Paying Agent may continue
to make  payments on the  Guarantees,  unless the Trustee shall have received at
its  Corporate  Trust Office at least 5 Business  Days prior to the date of such
payment  written notice of facts that would cause the payment of any Obligations
with respect to the  Guarantees to violate this Article 12. Only the  Guarantors
or a Representative may give the notice. Nothing in this Article 12 shall impair
the claims of, or  payments  to, the Trustee  under or pursuant to Section  7.07
hereof.

         The Trustee in its  individual  or any other  capacity  may hold Senior
Debt with the same rights it would have if it were not Trustee. Any Agent may do
the same with like rights.

SECTION 12.12. AUTHORIZATION TO EFFECT SUBORDINATION.

         Each Holder of a Note by the Holder's acceptance thereof authorizes and
directs  the  Trustee  on the  Holder's  behalf  to take  such  action as may be
necessary or  appropriate to effectuate  the  subordination  as provided in this
Article 12, and appoints the Trustee to act as the Holder's attorney-in-fact for
any and all such purposes.  If the Trustee does not file a proper proof of claim
or proof of debt in the form required in any  proceeding  referred to in Section
6.09  hereof at least 30 days  before  the  expiration  of the time to file such
claim, a Representative of Designated Guarantor Senior Debt is hereby authorized
to file an appropriate claim for and on behalf of the Holders of the Notes.


                                   ARTICLE 13
                                 HOLDERS' LISTS

SECTION 13.01. COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF HOLDERS.

         The Company will furnish or cause to be furnished to the Trustee

         (a)  semi-annually,  not more than 15 days  after each  Regular  Record
Date, a list, in such form as the Trustee may reasonably  require,  of the names
and addresses of the Holders as of such Regular Record Date, and

         (b) at such other times as the  Trustee may request in writing,  within
30 days after the receipt by the Company of any such request,  a list of similar
form and content


                                      -89-



as of a date not more than 15 days prior to the time such list is furnished;

excluding from any such list names and addresses  received by the Trustee in its
capacity as Note Registrar.

SECTION 13.02. PRESERVATION OF INFORMATION; COMMUNICATIONS TO HOLDERS.

         (a) The Trustee shall  preserve,  in as current a form as is reasonably
practicable,  the names and  addresses  of Holders  contained in the most recent
list  furnished  to the Trustee as  provided in Section  13.01 and the names and
addresses of Holders  received by the Trustee in its capacity as Note Registrar.
The Trustee may destroy any list  furnished  to it as provided in Section  13.01
upon receipt of a new list so furnished.

         (b) The rights of  Holders  to  communicate  with  other  Holders  with
respect  to their  rights  under  this  Indenture  or under  the  Notes  and the
corresponding  rights and duties of the Trustee,  shall be provided by the Trust
Indenture Act.

         (c) Every Holder of Notes,  by receiving  and holding the same,  agrees
with the Company and the  Trustee  that  neither the Company nor the Trustee nor
any  agent  of  either  of them  shall  be held  accountable  by  reason  of any
disclosure of information as to the names and addresses of Holders made pursuant
to the Trust Indenture Act.


                                   ARTICLE 14
                                  MISCELLANEOUS

SECTION 14.01. TRUST INDENTURE ACT CONTROLS.

         If any provision of this Indenture limits,  qualifies or conflicts with
the duties imposed by TIA Section 318(c),  the imposed duties shall control.  If
any provision of this Indenture  modifies or excludes any provision of the Trust
Indenture Act that may be so modified or excluded, the latter provision shall be
deemed to apply to this Indenture as so modified or to be excluded,  as the case
may be.

SECTION 14.02. NOTICES.

         Any request, demand, authorization,  direction, notice, consent, waiver
or Act of Holders or other  document  provided or permitted by this Indenture by
the  Company,  any  Guarantor  or the  Trustee to the others is duly given if in
writing  and  delivered  in Person or mailed by first class mail  registered  or
certified,  return  receipt  requested),  telecopier  or  overnight  air courier
guaranteeing next day delivery, to the others' address:


                                      -90-



         If to the Company or any Guarantor:

         CONMED Corporation
         310 Broad Street
         Utica, New York  13501
         Attention:  Joseph J. Corasanti, Esq.

         With a copy to:

         Sullivan & Cromwell
         125 Broad Street
         New York, NY  10004
         Attention:  Robert W. Downes, Esq.

         If to the Trustee:

         First Union National Bank
         10 State House Square
         Hartford, CT 06103
         Attention:  W. Jeffrey Kramer



         The Company,  any Guarantor or the Trustee, by notice to the others may
designate   additional  or  different   addresses  for  subsequent   notices  or
communications.

         All notices and communications (other than those sent to Holders) shall
be deemed to have been duly given:  at the time delivered by hand, if personally
delivered;  three  Business  Days after  being  deposited  in the mail,  postage
prepaid,  if mailed;  when receipt  acknowledged,  if  telecopied;  and the next
Business Day after  timely  delivery to the  courier,  if sent by overnight  air
courier guaranteeing next day delivery.

         Where this Indenture  provides for notice to Holders of any event, such
notice shall be sufficiently given (unless otherwise herein expressly  provided)
if in writing and mailed,  first-class  postage prepaid, to each Holder affected
by such event, at his address as it appears in the Note Register, not later than
the latest  date (if any),  and not  earlier  than the  earliest  date (if any),
prescribed for the giving of such notice. In any case where notice to Holders is
given by mail,  neither the failure to mail such  notice,  nor any defect in any
notice so mailed,  to any particular Holder shall affect the sufficiency of such
notice with respect to other Holders.  Where this Indenture  provides for notice
in any manner, such notice may be


                                      -91-



waived in writing by the Person  entitled to receive such notice,  either before
or after the event,  and such waiver  shall be the  equivalent  of such  notice.
Waivers of notice by Holders  shall be filed with the  Trustee,  but such filing
shall not be a  condition  precedent  to the  validity  of any  action  taken in
reliance upon such waiver.

         In case by reason of the  suspension  of  regular  mail  service  or by
reason of any other cause it shall be impracticable to give such notice by mail,
then such  notification  as shall be made with the approval of the Trustee shall
constitute a sufficient notification for every purpose hereunder.

         If a notice or  communication  is mailed in the manner  provided  above
within the time  prescribed,  it is duly  given,  whether  or not the  addressee
receives it.

         If the Company  mails a notice or  communication  to Holders,  it shall
mail a copy to the Trustee and each Agent at the same time.

SECTION 14.03. COMMUNICATION BY HOLDERS OF NOTES WITH OTHER HOLDERS OF NOTES.

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

SECTION 14.04. CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT.

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

         (a)  an  Officer's   Certificate  in  form  and  substance   reasonably
satisfactory  to the Trustee  (which shall include the  statements  set forth in
Section  14.05  hereof)  stating  that,  in  the  opinion  of the  signers,  all
conditions  precedent  and  covenants,  if any,  provided for in this  Indenture
relating to the proposed action have been satisfied; and

         (b) an Opinion of Counsel in form and substance reasonably satisfactory
to the Trustee  (which shall include the  statements  set forth in Section 14.05
hereof)  stating  that,  in the  opinion of such  counsel,  all such  conditions
precedent and covenants have been satisfied.

SECTION 14.05. STATEMENTS REQUIRED IN CERTIFICATE OR OPINION.

         Upon any  application  or request by the Company to the Trustee to take
any action under any provision of this  Indenture,  the Company shall furnish to
the Trustee such  certificates  and opinions as may be required  under the Trust
Indenture Act. Each such certificate or opinion shall be given in the form of an
Officer's  Certificate,  if to be  given by an  Officer  of the  Company,  or an
Opinion  of  Counsel,  if to be given by  counsel,  and  shall  comply  with the
requirements of the Trust Indenture Act and any other requirement set forth


                                      -92-



in this Indenture. Each certificate or opinion with respect to compliance with a
condition or covenant  provided for in this Indenture  (other than a certificate
provided pursuant to TIA Section  314(a)(4)) shall comply with the provisions of
TIA Section 314(e) and 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 or she has made
such  examination  or  investigation  as is  necessary  to enable  him or her 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 such  Person,
such condition or covenant has been complied with.

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

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

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

SECTION 14.06. RULES BY TRUSTEE AND AGENTS.

         The Trustee may make reasonable  rules for action by or at a meeting of
Holders.  The Note Registrar or Paying Agent may make  reasonable  rules and set
reasonable requirements for its functions.


                                      -93-



SECTION 14.07. NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES AND
               STOCKHOLDERS; BENEFITS OF INDENTURE.

         No director,  officer,  employee,  incorporator  or  stockholder of the
Company or any Guarantor,  as such, shall have any liability for any obligations
of the Company under the Notes, any Guarantee or this Indenture or for any claim
based on, in respect of, or by reason of, such  obligations  or their  creation.
Each Holder of Notes by accepting a Note waives and releases all such liability.
The waiver and release are part of the  consideration  for issuance of the Notes
and any Guarantee.  Nothing in this Indenture or in the Notes or the Guarantees,
express or implied,  shall give to any Person, other than the parties hereto and
their successors hereunder, the Holders of Notes and holders of Senior Debt, any
benefit or any legal or equitable right, remedy or claim under this Indenture.

SECTION 14.08. GOVERNING LAW.

         THE  INTERNAL  LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO
CONSTRUE THIS INDENTURE, THE GUARANTEES AND THE NOTES.

SECTION 14.09. NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS.

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

SECTION 14.10. SUCCESSORS.

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

SECTION 14.11. SEVERABILITY.

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

SECTION 14.12. ORIGINALS.

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

SECTION 14.13. TABLE OF CONTENTS, HEADINGS, ETC.

         The  Table of  Contents,  Cross-Reference  Table  and  Headings  of the
Articles and Sections of this  Indenture  have been inserted for  convenience of
reference  only,  are not to be considered a part of this Indenture and shall in
no way modify or restrict any of the


                                      -94-



terms or provisions hereof.



                                      -95-



                                   SIGNATURES


Dated as of March 5, 1998


                               CONMED CORPORATION

                               By: /s/ Robert D. Shallish, Jr.
                                   ------------------------------
                                   Name:  Robert D. Shallish, Jr.
                                   Title: Vice President-Finance and 
                                            Assistant Secretary


                               ASPEN LABORATORIES, INC.


                               By: /s/ Thomas M. Acey
                                   ---------------------
                                   Name:  Thomas M. Acey
                                   Title: Secretary and Treasurer


                               BIRTCHER MEDICAL SYSTEMS, INC.


                               By: /s/ Robert D. Shallish, Jr.
                                   ------------------------------
                                   Name:  Robert D. Shallish, Jr.
                                   Title: Vice President and Treasurer


                               CONMED ANDOVER MEDICAL, INC.


                               By: /s/ Thomas M. Acey
                                   ---------------------
                                   Name:  Thomas M. Acey
                                   Title: Secretary and Treasurer


                                      -96-



                               ONSOLIDATED MEDICAL
                               EQUIPMENT INTERNATIONAL, INC.


                               By: /s/ Thomas M. Acey
                                   ---------------------
                                   Name:  Thomas M. Acey
                                   Title: Controller


                               NDM, INC.


                               By: /s/ Robert D. Shallish, Jr.
                                   ------------------------------
                                   Name:  Robert D. Shallish, Jr.
                                   Title: Vice President


                               LINVATEC CORPORATION, INC.


                               By: /s/ Robert D. Shallish, Jr.
                                   ------------------------------
                                   Name:  Robert D. Shallish, Jr.
                                   Title: Vice President


                               ENVISION MEDICAL CORPORATION


                               By: /s/ Thomas M. Acey
                                   ---------------------
                                   Name:  Thomas M. Acey
                                   Title: Assistant Secretary


                                      -97-



Dated as of March 5, 1998


                               FIRST UNION NATIONAL BANK


                               By: /s/ W. Jeffrey Kramer
                                   ---------------------
                                   W. Jeffrey Kramer
                                   Vice President


                                      -98-



                                    EXHIBIT A

         [LEGEND FOR GLOBAL SECURITY:  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  DEPOSITARY TO A NOMINEE OF THE DEPOSITARY
OR BY A NOMINEE OF THE  DEPOSITARY TO THE  DEPOSITARY OR ANOTHER  NOMINEE OF THE
DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR
A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.  UNLESS THIS SECURITY IS PRESENTED BY AN
AUTHORIZED  REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW
YORK,  NEW  YORK)  ("DTC"),  TO THE  ISSUER OR ITS  AGENT  FOR  REGISTRATION  OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME
OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR 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.]

         THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE "SECURITIES  ACT"), OR ANY STATE  SECURITIES LAWS.  NEITHER THIS
SECURITY  NOR ANY  INTEREST  OR  PARTICIPATION  HEREIN MAY BE  REOFFERED,  SOLD,
ASSIGNED,  TRANSFERRED,  PLEDGED,  ENCUMBERED  OR  OTHERWISE  DISPOSED OF IN THE
ABSENCE OF SUCH  REGISTRATION OR UNLESS SUCH  TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, REGISTRATION UNDER SUCH LAWS.

         THE HOLDER OF THIS  SECURITY  BY ITS  ACCEPTANCE  HEREOF  AGREES NOT TO
OFFER,  SELL OR OTHERWISE  TRANSFER SUCH SECURITY PRIOR TO THE DATE (THE "RESALE
RESTRICTION  TERMINATION  DATE")  WHICH  IS TWO  YEARS  AFTER  THE  LATER OF THE
ORIGINAL  ISSUE  DATE  HEREOF  AND THE LAST  DATE ON WHICH  THE  COMPANY  OR ANY
AFFILIATED  PERSON  OF THE  COMPANY  WAS  THE  OWNER  OF  THIS  SECURITY  OR ANY
PREDECESSOR OF THIS SECURITY UNLESS SUCH OFFER, SALE OR OTHER TRANSFER IS (A) TO
THE COMPANY OR ANY OF ITS SUBSIDIARIES, (B) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED  EFFECTIVE  UNDER THE SECURITIES ACT, (C) FOR SO LONG AS
THE  SECURITIES  ARE ELIGIBLE FOR RESALE  PURSUANT TO RULE 144A, TO A PERSON WHO
IS, OR WHO THE HOLDER REASONABLY BELIEVES IS A "QUALIFIED  INSTITUTIONAL  BUYER"
AS





DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT
OR FOR THE  ACCOUNT OF A QUALIFIED  INSTITUTIONAL  BUYER TO WHOM NOTICE IS GIVEN
THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, OR (D) PURSUANT TO ANY
OTHER AVAILABLE  EXEMPTION FROM THE REGISTRATION  REQUIREMENTS OF THE SECURITIES
ACT, AND IN EACH OF THE FOREGOING CASES SUCH OFFER, SALE OR OTHER TRANSFER IS IN
COMPLIANCE WITH ANY APPLICABLE STATE  SECURITIES LAWS,  SUBJECT TO THE COMPANY'S
AND THE TRUSTEE'S  RIGHT PRIOR TO ANY SUCH OFFER,  SALE OR TRANSFER  PURSUANT TO
CLAUSE  (D) TO REQUIRE  THE  DELIVERY  OF A  SATISFACTORY  OPINION  OF  COUNSEL,
CERTIFICATIONS  AND/OR OTHER  INFORMATION  SATISFACTORY  TO EACH OF THEM, AND IN
EACH OF THE FOREGOING  CASES, A CERTIFICATE OF TRANSFER IN THE FORM PROVIDED FOR
IN THE INDENTURE (A COPY OF WHICH MAY BE OBTAINED FROM THE TRUSTEE) IS COMPLETED
AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE. THIS LEGEND WILL BE REMOVED UPON
THE REQUEST OF THE THEN  HOLDER OF THIS  SECURITY  AFTER THE RESALE  RESTRICTION
TERMINATION  DATE.  ANY  TRANSFEREE  OF THIS  SECURITY  SHALL BE  DEEMED TO HAVE
REPRESENTED  EITHER (X) THAT IT IS NOT USING THE ASSETS OF AN  EMPLOYEE  BENEFIT
PLAN SUBJECT TO THE EMPLOYEE  RETIREMENT  INCOME  SECURITY ACT  ("ERISA") OR THE
INTERNAL  REVENUE  CODE (THE "CODE") TO PURCHASE  THIS  SECURITY OR (Y) THAT ITS
PURCHASE  AND  CONTINUED  HOLDING  OF THE  SECURITY  WILL BE  COVERED  BY A U.S.
DEPARTMENT OF LABOR CLASS  EXEMPTION  (WITH  RESPECT TO PROHIBITED  TRANSACTIONS
UNDER SECTION 406(A) OF ERISA).


                                       A-2





                      9% SENIOR SUBORDINATED NOTES DUE 2008


Cusip No. 207 410 AA9                                                $

CONMED CORPORATION

promises to pay to



or registered assigns,

the principal sum of $

Dollars [or such greater or lesser amount as indicated on the Schedule of
Exchanges of Definitive Notes on the reverse hereof] on* March 15, 2008

Interest Payment Dates:       March 15 and September 15

Record Dates:                 March 1 and September 1


Authentication:                              Dated:            , 1998

This is one of the Notes referred
to in the within-mentioned Indenture.

First Union National Bank,
as Trustee                              CONMED Corporation



By:                                     By:

Authorized Officer


                                        By:


                                       A-3





- -------------------
     * This phrase should be included only if the Note is issued in global
form.


                                       A-4





                      9% SENIOR SUBORDINATED NOTES DUE 2008


         1.  INTEREST.  CONMED  Corporation,  a New  York  corporation,  or  its
successor (the  "Company"),  promises to pay interest on the principal amount of
this Note at the rate of 9% per annum and shall pay the Liquidated  Damages,  if
any, payable pursuant to Section 5 of the Registration Rights Agreement referred
to below. The Company will pay interest and Liquidated  Damages in United States
dollars (except as otherwise provided herein)  semi-annually in arrears on March
15 and September 15,  commencing on September 15, 1998 or if any such day is not
a Business Day, on the next succeeding  Business Day (each an "Interest  Payment
Date").  Interest on the Notes  shall  accrue from the most recent date to which
interest  has been  paid or,  if no  interest  has been  paid,  from the date of
original  issuance;  provided  that if there is no existing  Default or Event of
Default in the payment of interest,  and if this Note is authenticated between a
record  date  referred to on the face  hereof and the next  succeeding  Interest
Payment Date,  interest shall accrue from such next succeeding  Interest Payment
Date,  except  in the case of the  original  issuance  of Notes,  in which  case
interest  shall accrue from the date of  authentication.  The Company  shall pay
interest  (including   post-petition   interest  in  any  proceeding  under  any
Bankruptcy Law) on overdue  principal and premium,  if any, from time to time on
demand at a rate that is 1.0% per annum in excess of the rate then in effect; it
shall pay interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue  installments of interest and Liquidated  Damages, if
any  (without  regard to any  applicable  grace  periods),  from time to time on
demand at the same rate to the extent lawful.  Interest shall be computed on the
basis of a 360-day year comprised of twelve 30-day months.

         2.  METHOD OF  PAYMENT.  The  Company  will pay  interest  on the Notes
(except defaulted  interest) and Liquidated  Damages, if any, to the Persons who
are  registered  Holders  of Notes at the  close of  business  on the March 1 or
September 1 next  preceding the Interest  Payment  Date,  even if such Notes are
cancelled  after such record date and on or before such  Interest  Payment Date,
except as provided in Section  2.11 of the  Indenture  with respect to defaulted
interest. The Notes shall be payable as to principal,  premium, if any, interest
and  Liquidated  Damages,  if  any,  at the  office  or  agency  of the  Company
maintained  for such  purpose,  or, at the  option of the  Company,  payment  of
interest may be made by check mailed to the Holders at their addresses set forth
in the register of Holders;  provided  that all payments,  premium,  if any, and
interest and Liquidated  Damages,  if any, with respect to Notes held by Holders
holding in excess of $1.0  million in aggregate  principal  amount of Notes that
have given wire transfer instructions to the Company will be required to be made
by wire transfer of immediately available funds to the accounts specified by the
Holders  thereof.  Such payment  shall be in such coin or currency of the United
States of  America as at the time of  payment  is legal  tender  for  payment of
public and private debts.

         3. PAYING AGENT AND NOTE  REGISTRAR.  Initially,  First Union  National
Bank,  the  Trustee  under the  Indenture,  shall  act as Paying  Agent and Note
Registrar.  The Company may change any Paying  Agent or Note  Registrar  without
notice to


                                       A-5





any Holder. The Company or any of its Subsidiaries may act in any such capacity.

         4. INDENTURE.  The Company issued the Notes under an Indenture dated as
of March 5,  1998  ("Indenture")  among  the  Company,  the  Guarantors  and the
Trustee.  The terms of the Notes include those stated in the Indenture and those
made a part of the Indenture by reference to the Trust Indenture Act of 1939, as
amended (15 U.S. Code Sections  77aaa-77bbbb) (the "TIA"). The Notes are subject
to all such terms,  and Holders are referred to the Indenture and such Act for a
statement  of such terms.  The Notes are general  unsecured  Obligations  of the
Company limited to $130,000,000 in aggregate  principal amount, plus amounts, if
any,  sufficient to pay premium, if any, interest or Liquidated Damages, if any,
on Outstanding Notes as set forth in Paragraph 2 hereof.

         5. OPTIONAL REDEMPTION.

         Except  as set  forth in the next  paragraph,  the  Notes  shall not be
redeemable  at the  Company's  option prior to March 15, 2003.  Thereafter,  the
Notes shall be subject to redemption  at the option of the Company,  in whole or
in part, upon not less than 30 nor more than 60 days' notice,  at the redemption
prices (expressed as percentages of principal amount) set forth below,  together
with accrued and unpaid Interest and Liquidated  Damages, if any, thereon to the
applicable redemption date, if redeemed during the twelve-month period beginning
on March 15 of the years indicated below:


     Year                                         Percentage
     ----                                         ----------

     2003......................................    104.500%
     2004......................................    103.000%
     2005......................................    101.500%
     2006 and thereafter.......................    100.000%


         Notwithstanding the foregoing, at any time prior to March 15, 2001, the
Company on one or more occasions may redeem up to 35% of the aggregate principal
amount of Notes originally issued with the net proceeds of one or more offerings
of common stock of the Company for cash at a redemption price of 109.000% of the
principal  amount  thereof  plus  accrued  and unpaid  interest  and  Liquidated
Damages, if any, thereon to the applicable date of redemption;  provided that at
least 65% of the  aggregate  principal  amount of the Notes  remain  Outstanding
immediately after the occurrence of each such redemption.

         Any redemption  pursuant to Section 3.07 of the Indenture shall be made
pursuant to the provisions of Section 3.01 through 3.06 thereof.


                                       A-6





         6. MANDATORY REDEMPTION.

         Except as set forth in  paragraph  7 below,  the  Company  shall not be
required to make  mandatory  redemption or sinking fund payments with respect to
the Notes.

         7. REPURCHASE AT OPTION OF HOLDER.

         (a) Upon the  occurrence  of a Change of Control,  each Holder of Notes
will have the right to require the Company to repurchase  all or any part (equal
to $1,000 or an integral  multiple  thereof) of such Holder's  Notes pursuant to
the offer  described  below (the "Change of Control Offer") at an offer price in
cash equal to 101% of the aggregate  principal  amount  thereof plus accrued and
unpaid interest and Liquidated Damages, if any, thereon to the date of purchase.

         Within 30 days following any Change of Control, the Company will mail a
notice to each Holder describing the transaction or transactions that constitute
the Change of  Control  setting  forth the  procedures  governing  the Change of
Control Offer required by the Indenture.

         (b) No later than 30 business days after the aggregate amount of Excess
Proceeds  held by the Company in  connection  with an Asset Sale  exceeds  $15.0
million, the Company shall, pursuant to Section 3.09 of the Indenture,  (i) make
an offer to all Holders of Notes and (ii) prepay, purchase or redeem (or make an
offer to do so) any other Pari Passu  Indebtedness  of the Company in accordance
with  provisions  requiring  the  Company to  prepay,  purchase  or redeem  such
Indebtedness  with the  proceeds  from any asset sales (or offer to do so),  pro
rata in proportion  to the  respective  principal  amounts of the Notes and such
other Indebtedness required to be prepaid, purchased or redeemed or tendered for
pursuant  to such  offer (an  "Asset  Sale  Offer"),  to  purchase  the  maximum
principal amount of Notes and of such  Indebtedness that may be purchased out of
the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the
principal  amount  thereof  plus  accrued  and unpaid  interest  and  Liquidated
Damages, if any, thereon, if any to the date of purchase, in accordance with the
procedures set forth in Section 3.09 of the Indenture.

         (c)  Holders of the Notes that are the  subject of an offer to purchase
will  receive a Change of Control  Offer or Asset  Sale  Offer from the  Company
prior to any related purchase date and may elect to have such Notes purchased by
completing the form titled "Option of Holder to Elect Purchase" appearing below.

         8. NOTICE OF REDEMPTION.  Notice of redemption shall be mailed at least
30 days but not more than 60 days  before  the  redemption  date to each  Holder
whose Notes are to be redeemed at its registered address. Notes in denominations
larger  than  $1,000  may be  redeemed  in part but only in whole  multiples  of
$1,000,  unless  all of the Notes held by a Holder  are to be  redeemed.  On and
after the redemption  date,  interest and Liquidated  Damages,  if any, cease to
accrue on the Notes or portions thereof called for


                                       A-7





redemption.

         9. DENOMINATIONS,  TRANSFER, EXCHANGE. The Notes are in registered form
without  coupons in initial  denominations  of $1,000 and integral  multiples of
$1,000.  The  transfer  of the  Notes  may be  registered  and the  Notes may be
exchanged as provided in the  Indenture.  The Note Registrar and the Trustee may
require a Holder,  among other things, to furnish  appropriate  endorsements and
transfer  documents  and the  Company  may require a Holder to pay any taxes and
fees  required  by law or  permitted  by the  Indenture.  The  Company  need not
exchange or register the transfer of any Note or portion of a Note  selected for
redemption,  except for the  unredeemed  portion of any Note being  redeemed  in
part.  Also,  it need not  exchange or register  the transfer of any Notes for a
period of 15 days  before a  selection  of Notes to be  redeemed  or during  the
period between a record date and the corresponding Interest Payment Date.

         10.  SUBORDINATION.  Each  Holder by  accepting  a Note agrees that the
payment of principal,  premium, if any, interest and Liquidated Damages, if any,
on each Note is  subordinated  in right of  payment,  to the  extent  and in the
manner provided in Article 10 of the Indenture,  to the prior payment in full of
all  existing and future  Senior Debt  (whether  outstanding  on the date of the
Indenture or  thereafter  created,  incurred,  assumed or  guaranteed),  and the
subordination is for the benefit of the holders of Senior Debt.

         11.  PERSONS  DEEMED  OWNERS.  The  registered  Holder of a Note may be
treated as its owner for all purposes.

         12.  AMENDMENT,   SUPPLEMENT  AND  WAIVER.  Subject  to  the  following
paragraphs,  the  Indenture,  the Notes and the  Guarantees  may be  amended  or
supplemented with the consent of the Holders of at least a majority in aggregate
principal amount of the Notes then Outstanding  (including  consents obtained in
connection  with a tender offer or exchange  offer for Notes),  and any existing
Default or  compliance  with any  provision of the  Indenture,  the Notes or the
Guarantees  may be waived  with the  consent of the  Holders  of a  majority  in
aggregate  principal  amount of the then Outstanding  Notes (including  consents
obtained in connection with a tender offer or exchange offer for Notes).

         Without obtaining any necessary consents under the Credit Facility, the
Company may not amend or supplement the subordination provisions with respect to
the Notes.

         Without the consent of each Holder affected,  however,  an amendment or
waiver may not (with respect to any Note held by a non-consenting  Holder):  (i)
reduce the principal amount of Notes; (ii) reduce the principal of or change the
fixed  maturity  of any  Note  or  alter  the  provisions  with  respect  to the
redemption of the Notes or any Change of Control Offer; (iii) reduce the rate of
or change the time for payment of interest or Liquidated Damages, if any, on any
Notes;  (iv) waive a Default or Event of Default in the payment of  principal of
or premium, if any, or interest or Liquidated Damages, if any, on the Notes


                                       A-8





(except a rescission of  acceleration  of the Notes by the Holders of at least a
majority in aggregate  principal amount of the Notes and a waiver of the payment
default  that  resulted  from such  acceleration);  (v) make any Note payable in
money other than that stated in the Notes; (vi) waive a redemption or repurchase
payment  with  respect to any Note;  or (vii)  make any change in the  foregoing
amendment and waiver provisions.

         Without the consent of any Holder of Notes, the Company, the Guarantors
and the Trustee may amend or supplement  the  Indenture,  the  Guarantees or the
Notes  to  cure  any  ambiguity,   defect  or  inconsistency,   to  provide  for
uncertificated  Notes  in  addition  to or in place of  certificated  Notes,  to
provide for the  assumption  of the Company's or a  Guarantor's  obligations  to
Holders  of the  Notes  in the case of a merger  or  consolidation,  to make any
change or provision (i) that would provide any additional  rights or benefits to
the  Holders of the Notes,  (ii) that is  required to make a Guarantee a binding
obligation  under  state law or (iii) that does not  adversely  affect the legal
rights under the Indenture of any such Holder,  to comply with the  requirements
of the  Commission  in order to  effect or  maintain  the  qualification  of the
Indenture under the TIA or to allow any Guarantor to guarantee the Notes.

         13. DEFAULTS AND REMEDIES.

         If an Event of Default  occurs and is  continuing,  the  Trustee or the
Holders of at least 25% in principal  amount of the then  Outstanding  Notes may
declare  all the Notes to be due and payable by notice in writing to the Company
and the  Trustee  specifying  the  respective  Event of Default and that it is a
"notice of  acceleration"  (the  "Acceleration  Notice")  and the same (i) shall
become immediately due and payable or (ii) if there are any amounts  outstanding
under the Credit  Facility,  shall become  immediately  due and payable upon the
first to occur of an  acceleration  under the Credit  Facility or five  Business
Days  after  receipt  by the  Company  and the  Representative  under the Credit
Facility of such  Acceleration  Notice but only if such Event of Default is then
continuing.  Notwithstanding  the foregoing,  in the case of an Event of Default
arising from certain  events of  bankruptcy  or  insolvency  with respect to the
Company,  all  Outstanding  Notes will  become due and payable  without  further
action or notice.  Holders of the Notes may not  enforce  the  Indenture  or the
Notes except as provided in the Indenture.

         Subject to certain  limitations,  Holders  of a majority  in  aggregate
principal  amount of the then  Outstanding  Notes may direct the  Trustee in its
exercise of any trust or Power. 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 the Indenture,  except a continuing Default or Event
of Default in the payment of interest or premium,  if any, on, or principal  of,
the Notes.  The Trustee may  withhold  from  Holders of the Notes  notice of any
continuing  Default  or Event of  Default  (except a Default or Event of Default
relating  to the  payment  of  principal  or  interest)  if it  determines  that
withholding  notice is in such  Holders'  interest.  The  Company is required to
deliver to the Trustee annually a statement


                                       A-9





regarding  compliance  with the  Indenture,  and the  Company is  required  upon
becoming  aware of any  Default or Event of Default to deliver to the  Trustee a
statement specifying such Default or Event of Default.

         14. GUARANTEES. The Notes will be guaranteed (the "Guarantee"), jointly
and severally, on a senior subordinated basis by the Guarantors.  The Guarantees
will be  subordinated in right of payment to all existing and future Senior Debt
of the Guarantors.

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

         16.  NO  RECOURSE  AGAINST  OTHERS.  No  director,  officer,  employee,
incorporator or  stockholder,  of the Company or any Guarantor,  as such,  shall
have any  liability  for any  obligations  of the Company  under the Notes,  any
Guarantee  or the  Indenture  or for any claim  based on, in  respect  of, or by
reason of, such obligations or their creation. Each Holder of Notes 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 and any Guarantee. Nothing in
this Note, express or implied,  shall give to any Person, other than the parties
hereto and their  successors  hereunder,  the  Holders  of Notes and  holders of
Senior Debt, any benefit or any legal or equitable right,  remedy or claim under
this Indenture.

         17. AUTHENTICATION. This Note shall not be valid until authenticated by
the manual signature of the Trustee or an authenticating agent.

         18. ERISA MATTERS.  Each Holder of Notes,  by its  acceptance  thereof,
will be deemed to certify  that (i) no part of the funds used by such  Holder to
purchase the Notes  constitutes  assets of an employee  benefit plan or (ii) the
acquisition  and  continued  holding  of the  Notes  will be  covered  by a U.S.
Department of Labor class exemption (with respect to prohibited transactions set
forth under Section 406(a) of ERISA).

         19. ABBREVIATIONS. Customary abbreviations may be used in the name of a
Holder 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).

         20. ADDITIONAL RIGHTS OF HOLDERS OF TRANSFER RESTRICTED SECURITIES.  In
addition to the rights  provided  to Holders of the Notes  under the  Indenture,
Holders  of  Transfer  Restricted  Securities  shall  have all the rights and be
subject to the conditions set forth in the  Registration  Rights Agreement dated
as of the date  hereof,  among the Company and  Salomon  Brothers  Inc and Chase
Securities Inc. (the "Registration Rights Agreement").


                                      A-10





         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 and the Trustee may use CUSIP  numbers
in notices of redemption as a convenience to the Holders.  No  representation is
made as to the  accuracy  of such  numbers  either as printed on the Notes or as
contained  in any notice of  redemption  and  reliance may be placed only on the
other identification numbers placed thereon.






         Capitalized  terms used  herein and not herein  defined  shall have the
meanings ascribed to such terms in the Indenture.

         The  Company  shall  furnish to any Holder  upon  written  request  and
without charge a copy of the Indenture and/or the Registration Rights Agreement.
Requests may be made to:

CONMED Corporation
310 Broad Street
Utica, New York 13501
Attention:  Joseph J. Corasanti

         THE  INTERNAL  LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO
CONSTRUE THE INDENTURE, THE GUARANTEES AND THE NOTES.


                                      A-11





                                 ASSIGNMENT FORM


         To assign  this Note,  fill in the form  below:  (I) or (we) assign and
transfer this Note to

- --------------------------------------------------------------------------------
(Insert assignee's Soc. Sec. or Tax I.D. no.)

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

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

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

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

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


Date:
     ------------------------

                                 Your Signature:
                                        (Sign exactly as your name appears
                                        on the face of this Note)






Signature Guarantee:
                    -----------------------------


                                      A-12





                       OPTION OF HOLDER TO ELECT PURCHASE


         If you  want to  elect  to have  this  Note  purchased  by the  Company
pursuant to Section 4.10 or 4.14 of the Indenture, check the appropriate box:

                        [ ] Section 4.10        [ ] Section 4.14

         If you want to elect to have  only  part of the Note  purchased  by the
Company pursuant to Section 4.10 or 4.14 of the Indenture,  state the amount you
elect to have purchased:
$         .


Date:
     ------------

                                      Your Signature:
                                                     -------------------------
                                      (Sign exactly as your name appears
                                       on the face of this Note)



Signature Guarantee:
                    -------------------


                                      A-13





         [FORM OF SCHEDULE OF EXCHANGES OF DEFINITIVE NOTES*]


         The  following  exchanges of a part of this Global Note for  Definitive
Notes have been made.

                                                Principal
             Amount of         Amount of         Amount of this
             decrease in       increase in       Global Note        Signature of
             Principal         Principal         following such     authorized
  Date of    Amount of this    Amount of this    decrease (or       officer of
  Exchange   Global Note       Global Note       increase)          Trustee
  --------   ------ ----       ------ ----       ---------          -------

1.

2.

3.

4.

5.

6.

7.

8.

9.

10.





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

     * This schedule should be included only if the Note is issued in global
form.


                                      A-14





                                    EXHIBIT B


         [LEGEND FOR GLOBAL SECURITY:  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  DEPOSITARY TO A NOMINEE OF THE DEPOSITARY
OR BY A NOMINEE OF THE  DEPOSITARY TO THE  DEPOSITARY OR ANOTHER  NOMINEE OF THE
DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR
A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.  UNLESS THIS SECURITY IS PRESENTED BY AN
AUTHORIZED  REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW
YORK,  NEW  YORK)  ("DTC"),  TO THE  ISSUER OR ITS  AGENT  FOR  REGISTRATION  OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME
OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR 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.]


                                       B-1





                      9% SENIOR SUBORDINATED NOTES DUE 2008

Cusip No.                                                        $

CONMED Corporation

promises to pay to



or registered assigns,

the principal sum of $

Dollars  [or such  greater or lesser  amount as  indicated  on the  Schedule  of
Exchanges of Definitive Notes on the reverse hereof]* on March 15, 2008

Interest Payment Dates:       March 15 and September 15

Record Dates:                 March 1 and September 1


Authentication:                              Dated:         , 199 

This is one of the Notes referred
to in the within-mentioned Indenture.

First Union National Bank,
as Trustee                             CONMED Corporation



By:                                    By:

Authorized Officer


                                       By:


                                       B-2





- --------------------
     * This phrase should be included only if the Note is issued in global form.


                                       B-3





                      9% SENIOR SUBORDINATED NOTES DUE 2008


         1.  INTEREST.  CONMED  Corporation,  a New  York  corporation,  or  its
successor (the  "Company"),  promises to pay interest on the principal amount of
this  Note  (which  has  been  exchanged  for  one of the  Company's  9%  Senior
Subordinated Notes due 2008 (the "Rule 144A Notes")) at the rate of 9% per annum
and shall pay the Liquidated  Damages,  if any, payable pursuant to Section 5 of
the  Registration  Rights  Agreement  referred to below.  The  Company  will pay
interest and Liquidated  Damages in United States  dollars  (except as otherwise
provided  herein)  semi-annually  in  arrears  on  March  15 and  September  15,
commencing  on September  15, 1998 or if any such day is not a Business  Day, on
the next succeeding Business Day (each an "Interest Payment Date").  Interest on
the Notes shall  accrue from the most recent date to which  interest was paid on
the Rule 144A Notes or, if no interest was paid on the Rule 144A Notes, from the
date of original  issuance of the Rule 144A Notes;  provided that if there is no
existing  Default or Event of Default in the  payment of  interest,  and if this
Note is  authenticated  between a record date referred to on the face hereof and
the next succeeding  Interest Payment Date, interest shall accrue from such next
succeeding Interest Payment Date, except in the case of the original issuance of
Notes, in which case interest shall accrue from the date of authentication.  The
Company shall pay interest (including  post-petition  interest in any proceeding
under any Bankruptcy Law) on overdue principal and premium, if any, from time to
time on  demand  at a rate  that is 1.0% per annum in excess of the rate then in
effect;  it  shall  pay  interest  (including   post-petition  interest  in  any
proceeding  under any Bankruptcy  Law) on overdue  installments  of interest and
Liquidated  Damages,  if any (without  regard to any applicable  grace periods),
from  time to time on demand at the same  rate to the  extent  lawful.  Interest
shall be  computed on the basis of a 360-day  year  comprised  of twelve  30-day
months.

         2.  METHOD OF  PAYMENT.  The  Company  will pay  interest  on the Notes
(except defaulted  interest) and Liquidated  Damages, if any, to the Persons who
are  registered  Holders  of Notes at the  close of  business  on the March 1 or
September 1 next  preceding the Interest  Payment  Date,  even if such Notes are
cancelled  after such record date and on or before such  Interest  Payment Date,
except as provided in Section  2.11 of the  Indenture  with respect to defaulted
interest. The Notes shall be payable as to principal,  premium, if any, interest
and  Liquidated  Damages,  if  any,  at the  office  or  agency  of the  Company
maintained  for such  purpose,  or, at the  option of the  Company,  payment  of
interest may be made by check mailed to the Holders at their addresses set forth
in the register of Holders; provided that all payments of principal, premium, if
any, and interest and Liquidated  Damages, if any, with respect to Notes held by
Holders holding in excess of $1.0 million in aggregate principal amount of Notes
that have given wire transfer instructions to the Company will be required to be
made by wire transfer of immediately  available funds to the accounts  specified
by the Holders  thereof.  Such payment  shall be in such coin or currency of the
United  States of America as at the time of payment is legal  tender for payment
of public and private debts.

         3. PAYING AGENT AND NOTE  REGISTRAR.  Initially,  First Union  National
Bank,  the  Trustee  under the  Indenture,  shall  act as Paying  Agent and Note
Registrar. The Company


                                       B-4





may change any Paying Agent or Note Registrar without notice to any Holder.  The
Company or any of its Subsidiaries may act in any such capacity.

         4. INDENTURE.  The Company issued the Notes under an Indenture dated as
of March 5,  1998  ("Indenture")  among  the  Company,  the  Guarantors  and the
Trustee.  The terms of the Notes include those stated in the Indenture and those
made a part of the Indenture by reference to the Trust Indenture Act of 1939, as
amended (15 U.S. Code Sections  77aaa-77bbbb) (the "TIA"). The Notes are subject
to all such terms,  and Holders are referred to the Indenture and such Act for a
statement  of such terms.  The Notes are general  unsecured  Obligations  of the
Company limited to $130,000,000 in aggregate  principal amount, plus amounts, if
any,  sufficient to pay premium, if any, interest or Liquidated Damages, if any,
on  Outstanding  Notes as set forth in  Paragraph 2 hereof.  The Notes will rank
pari passu with the Rule 144A Notes.

         5. OPTIONAL REDEMPTION.

         Except  as set  forth in the next  paragraph,  the  Notes  shall not be
redeemable  at the  Company's  option prior to March 15, 2003.  Thereafter,  the
Notes shall be subject to redemption  at the option of the Company,  in whole or
in part, upon not less than 30 nor more than 60 days' notice,  at the redemption
prices (expressed as percentages of principal amount) set forth below,  together
with accrued and unpaid Interest and Liquidated  Damages, if any, thereon to the
applicable redemption date, if redeemed during the twelve-month period beginning
on March 15 of the years indicated below:


     Year                                              Percentage
     ----                                              ----------

     2003...........................................    104.500%
     2004...........................................    103.000%
     2005...........................................    101.500%
     2006 and thereafter............................    100.000%


         Notwithstanding the foregoing, at any time prior to March 15, 2001, the
Company on one or more occasions may redeem up to 35% of the aggregate principal
amount of Notes originally issued with the net proceeds of one or more offerings
of common stock of the Company for cash at a redemption price of 109.000% of the
principal  amount  thereof  plus  accrued  and unpaid  interest  and  Liquidated
Damages, if any, thereon to the applicable date of redemption;  provided that at
least 65% of the  aggregate  principal  amount of the Notes  remain  Outstanding
immediately after the occurrence of each such redemption.

         Any redemption  pursuant to Section 3.07 of the Indenture shall be made
pursuant to the provisions of Section 3.01 through 3.06 thereof.


                                       B-5





         6. MANDATORY REDEMPTION.

         Except as set forth in  paragraph  7 below,  the  Company  shall not be
required to make  mandatory  redemption or sinking fund payments with respect to
the Notes.

         7. REPURCHASE AT OPTION OF HOLDER.

         (a) Upon the  occurrence  of a Change of Control,  each Holder of Notes
will have the right to require the Company to repurchase  all or any part (equal
to $1,000 or an integral  multiple  thereof) of such Holder's  Notes pursuant to
the offer  described  below (the "Change of Control Offer") at an offer price in
cash equal to 101% of the aggregate  principal  amount  thereof plus accrued and
unpaid interest and Liquidated Damages, if any, thereon to the date of purchase.

         Within 30 days following any Change of Control, the Company will mail a
notice to each Holder describing the transaction or transactions that constitute
the Change of  Control  setting  forth the  procedures  governing  the Change of
Control Offer required by the Indenture.

         (b) No later than 30 business days after the aggregate amount of Excess
Proceeds  held by the Company in  connection  with an Asset Sale  exceeds  $15.0
million, the Company shall, pursuant to Section 3.09 of the Indenture,  (i) make
an offer to all Holders of Notes and (ii) prepay, purchase or redeem (or make an
offer to do so) any other Pari Passu  Indebtedness  of the Company in accordance
with  provisions  requiring  the  Company to  prepay,  purchase  or redeem  such
Indebtedness  with the  proceeds  from any asset sales (or offer to do so),  pro
rata in proportion  to the  respective  principal  amounts of the Notes and such
other Indebtedness required to be prepaid, purchased or redeemed or tendered for
pursuant  to such  offer (an  "Asset  Sale  Offer"),  to  purchase  the  maximum
principal amount of Notes and of such  Indebtedness that may be purchased out of
the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the
principal  amount  thereof  plus  accrued  and unpaid  interest  and  Liquidated
Damages, if any, thereon, if any to the date of purchase, in accordance with the
procedures set forth in Section 3.09 of the Indenture.

         (c)  Holders of the Notes that are the  subject of an offer to purchase
will  receive a Change of Control  Offer or Asset  Sale  Offer from the  Company
prior to any related purchase date and may elect to have such Notes purchased by
completing the form titled "Option of Holder to Elect Purchase" appearing below.

         8. NOTICE OF REDEMPTION.  Notice of redemption shall be mailed at least
30 days but not more than 60 days  before  the  redemption  date to each  Holder
whose Notes are to be redeemed at its registered address. Notes in denominations
larger  than  $1,000  may be  redeemed  in part but only in whole  multiples  of
$1,000,  unless  all of the Notes held by a Holder  are to be  redeemed.  On and
after the redemption  date,  interest and Liquidated  Damages,  if any, cease to
accrue on the Notes or portions thereof called for redemption.

         9. DENOMINATIONS,  TRANSFER, EXCHANGE. The Notes are in registered form
without  coupons in initial  denominations  of $1,000 and integral  multiples of
$1,000.


                                       B-6





The  transfer of the Notes may be  registered  and the Notes may be exchanged as
provided  in the  Indenture.  The Note  Registrar  and the Trustee may require a
Holder,  among other things,  to furnish  appropriate  endorsements and transfer
documents  and the  Company  may  require  a Holder  to pay any  taxes  and fees
required by law or permitted by the Indenture.  The Company need not exchange or
register the transfer of any Note or portion of a Note selected for  redemption,
except for the unredeemed  portion of any Note being redeemed in part.  Also, it
need not  exchange or register the transfer of any Notes for a period of 15 days
before a selection of Notes to be redeemed or during the period between a record
date and the corresponding Interest Payment Date.

         10.  SUBORDINATION.  Each  Holder by  accepting  a Note agrees that the
payment of principal,  premium, if any, interest and Liquidated Damages, if any,
on each Note is  subordinated  in right of  payment,  to the  extent  and in the
manner provided in Article 10 of the Indenture,  to the prior payment in full of
all  existing and future  Senior Debt  (whether  outstanding  on the date of the
Indenture or  thereafter  created,  incurred,  assumed or  guaranteed),  and the
subordination is for the benefit of the holders of Senior Debt.

         11.  PERSONS  DEEMED  OWNERS.  The  registered  Holder of a Note may be
treated as its owner for all purposes.

         12.  AMENDMENT,   SUPPLEMENT  AND  WAIVER.  Subject  to  the  following
paragraphs,  the  Indenture,  the Notes and the  Guarantees  may be  amended  or
supplemented with the consent of the Holders of at least a majority in aggregate
principal amount of the Notes then outstanding  (including  consents obtained in
connection  with a tender offer or exchange  offer for Notes),  and any existing
default or  compliance  with any  provision of the  Indenture,  the Notes or the
Guarantees  may be waived  with the  consent of the  Holders  of a  majority  in
aggregate  principal  amount of the then Outstanding  Notes (including  consents
obtained in connection with a tender offer or exchange offer for Notes).

         Without obtaining any necessary consents under the Credit Facility, the
Company may not amend or supplement the subordination provisions with respect to
the Notes.

         Without the consent of each Holder affected,  however,  an amendment or
waiver may not (with respect to any Note held by a non-consenting  Holder):  (i)
reduce the principal amount of Notes; (ii) reduce the principal of or change the
fixed  maturity  of any  Note  or  alter  the  provisions  with  respect  to the
redemption of the Notes or any Change of Control Offer; (iii) reduce the rate of
or change the time for payment of interest or Liquidated Damages, if any, on any
Notes;  (iv) waive a Default or Event of Default in the payment of  principal of
or premium,  if any, or interest  or  Liquidated  Damages,  if any, on the Notes
(except a rescission of  acceleration  of the Notes by the Holders of at least a
majority in aggregate  principal amount of the Notes and a waiver of the payment
default  that  resulted  from such  acceleration);  (v) make any Note payable in
money other than that stated in the Notes; (vi) waive a redemption or repurchase
payment  with  respect to any Note;  or (vii)  make any change in the  foregoing
amendment and waiver provisions.

         Without the consent of any Holder of Notes, the Company, the Guarantors
and the


                                       B-7





Trustee may amend or supplement  the  Indenture,  the Guarantees or the Notes to
cure any ambiguity, defect or inconsistency, to provide for uncertificated Notes
in addition to or in place of certificated  Notes, to provide for the assumption
of the Company's or a Guarantor's obligations to Holders of the Notes in case of
a merger,  transfer of assets or consolidation,  to make any change or provision
(i) that would provide any  additional  rights or benefits to the Holders of the
Notes,  (ii) that is required to make a  Guarantee  a binding  obligation  under
state law or (iii) that does not  adversely  affect the legal  rights  under the
Indenture of any such Holder,  to comply with the requirements of the Commission
in order to effect or maintain the  qualification of the Indenture under the TIA
or to allow any Guarantor to guarantee the Notes.

         13. DEFAULTS AND REMEDIES.

         If an Event of Default  occurs and is  continuing,  the  Trustee or the
Holders of at least 25% in principal  amount of the then  Outstanding  Notes may
declare  all the Notes to be due and payable by notice in writing to the Company
and the  Trustee  specifying  the  respective  Event of Default and that it is a
"notice of  acceleration"  (the  "Acceleration  Notice")  and the same (i) shall
become immediately due and payable or (ii) if there are any amounts  outstanding
under the Credit  Facility,  shall become  immediately  due and payable upon the
first to occur of an  acceleration  under the Credit  Facility or five  Business
Days  after  receipt  by the  Company  and the  Representative  under the Credit
Facility of such  Acceleration  Notice but only if such Event of Default is then
continuing.  Notwithstanding  the foregoing,  in the case of an Event of Default
arising from certain  events of  bankruptcy  or  insolvency  with respect to the
Company,  all  outstanding  Notes will  become due and payable  without  further
action or notice.  Holders of the Notes may not  enforce  the  Indenture  or the
Notes except as provided in the Indenture.

         Subject to certain  limitations,  Holders  of a majority  in  aggregate
principal  amount of the then  Outstanding  Notes may direct the  Trustee in its
exercise of any trust or Power. 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 the Indenture,  except a continuing Default or Event
of Default in the payment of interest or premium,  if any, on, or principal  of,
the Notes.  The Trustee may  withhold  from  Holders of the Notes  notice of any
continuing  Default  or Event of  Default  (except a Default or Event of Default
relating  to the  payment  of  principal  or  interest)  if it  determines  that
withholding  notice is in such  Holders'  interest.  The  Company is required to
deliver  to the  Trustee  annually a  statement  regarding  compliance  with the
Indenture,  and the Company is required  upon  becoming  aware of any Default or
Event of Default to deliver to the Trustee a statement  specifying  such Default
or Event of Default.

         14.  GUARANTEES.  The  Notes  will be  guaranteed  (the  "Guarantees"),
jointly and severally,  on a senior  subordinated  basis by the Guarantors.  The
Guarantees  will be  subordinated in right of payment to all existing and future
Senior Debt of the Guarantors.

         15. TRUSTEE  DEALINGS WITH COMPANY.  The Trustee,  in its individual or
any other  capacity,  may make  loans to,  accept  deposits  from,  and  perform
services for the


                                       B-8





Company  or its  Affiliates,  and may  otherwise  deal with the  Company  or its
Affiliates, as if it were not the Trustee.

         16.  NO  RECOURSE  AGAINST  OTHERS.  No  director,  officer,  employee,
incorporator or  stockholder,  of the Company or any Guarantor,  as such,  shall
have any  liability  for any  obligations  of the Company  under the Notes,  any
Guarantee  or the  Indenture  or for any claim  based on, in  respect  of, or by
reason of, such obligations or their creation. Each Holder of Notes 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 and any Guarantee. Nothing in
this Note, express or implied,  shall give to any Person, other than the parties
hereto and their  successors  hereunder,  the  Holders  of Notes and  holders of
Senior Debt, any benefit or any legal or equitable right,  remedy or claim under
this Indenture.

         17. AUTHENTICATION. This Note shall not be valid until authenticated by
the manual signature of the Trustee or an authenticating agent.

         18. ERISA MATTERS.  Each Holder of Notes,  by its  acceptance  thereof,
will be deemed to certify  that (i) no part of the funds used by such  Holder to
purchase the Notes  constitutes  assets of an employee  benefit plan or (ii) the
acquisition  and  continued  holding  of the  Notes  will be  covered  by a U.S.
Department of Labor class exemption (with respect to prohibited transactions set
forth under Section 406(a) of ERISA).

         19. ABBREVIATIONS. Customary abbreviations may be used in the name of a
Holder 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).

         20. 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 and the Trustee may use CUSIP  numbers
in notices of redemption as a convenience to the Holders.  No  representation is
made as to the  accuracy  of such  numbers  either as printed on the Notes or as
contained  in any notice of  redemption  and  reliance may be placed only on the
other identification numbers placed thereon.






         Capitalized  terms used  herein and not herein  defined  shall have the
meanings ascribed to such terms in the Indenture.

         The  Company  shall  furnish to any Holder  upon  written  request  and
without charge a copy of the Indenture and/or the Registration Rights Agreement.
Requests may be made to:


                                       B-9





CONMED Corporation
310 Broad Street
Utica, New York 13501
Attention:  Joseph J. Corasanti

         THE  INTERNAL  LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO
CONSTRUE THE INDENTURE, THE GUARANTEES AND THE NOTES.


                                      B-10





                                 ASSIGNMENT FORM



         To assign  this Note,  fill in the form  below:  (I) or (we) assign and
transfer this Note to

- --------------------------------------------------------------------------------
(Insert assignee's Soc. Sec. or Tax I.D. no.)

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

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

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

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

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


Date:
     -----------------

                                 Your Signature:
                                        (Sign exactly as your name appears
                                        on the face of this Note)






Signature Guarantee:
                    ----------------------------


                                      B-11





                       OPTION OF HOLDER TO ELECT PURCHASE


         If you  want to  elect  to have  this  Note  purchased  by the  Company
pursuant to Section 4.10 or 4.14 of the Indenture, check the appropriate box:


                       [ ] Section 4.10        [ ] Section 4.14

         If you want to elect to have  only  part of the Note  purchased  by the
Company pursuant to Section 4.10 or 4.14 of the Indenture,  state the amount you
elect to have purchased: $       .


Date:
     ------------


                                        Your Signature:
                                                       ----------------------
                                        (Sign exactly as your name appears
                                        on the face of this Note)




Signature Guarantee:
                    -----------------------


                                      B-12





              [FORM OF SCHEDULE OF EXCHANGES OF DEFINITIVE NOTES*]


         The  following  exchanges of a part of this Global Note for  Definitive
Notes have been made.

                                                  Principal
              Amount of         Amount of         Amount of this
              decrease in       increase in       Global Note       Signature of
              Principal         Principal         following such    authorized
  Date of     Amount of this    Amount of this    decrease (or      officer of
  Exchange    Global Note       Global Note       increase)         Trustee
  --------    ------ ----       ------ ----       ---------         -------

1.

2.

3.

4.

5.

6.

7.

8.

9.

10.





- -------------------
     * This  schedule  should be  included  only if the Note is issued in global
form.


                                      B-13





                                    EXHIBIT C

[FORM OF CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR  REGISTRATION  OF TRANSFER
OF RULE 144A NOTES]

                      CERTIFICATE FOR EXCHANGE OR TRANSFER

Re:  9% Senior Subordinated Notes due 2008 ("Rule 144A Notes")

         This Certificate  relates to $           Principal amount of Notes held
in *         book-entry or *             definitive form by                     
(the "Transferor").

The Transferor*:

    [ ]  has  requested  the Trustee by written order to deliver in exchange for
its  beneficial  interest  in the Global Note held by the  Depositary  a Note or
Notes  in  definitive,  registered  form  of  authorized  denominations  and  an
aggregate  principal amount equal to its beneficial interest in such Global Note
(or the portion thereof indicated above); or

    [ ]  has  requested the Trustee by written order to exchange or register the
transfer of a Note or Notes.

         In connection  with such request and in respect of each such Note,  the
Transferor  does hereby  certify that  Transferor is familiar with the Indenture
relating to the  above-captioned  Notes and as provided in Section  2.05 of such
Indenture,  the  transfer of this Note does not require  registration  under the
Securities Act (as defined below) because:

    [ ]  Such Note is being acquired for the Transferor's  own account,  without
transfer (in satisfaction of Section  2.05(a)(ii)(A) or Section 2.05(d)(i)(A) of
the Indenture).

    [ ]  Such Note is being transferred to a "qualified institutional buyer" (as
defined  in Rule  144A  under  the  Securities  Act of  1933,  as  amended  (the
"Securities  Act")  in  reliance  on  Rule  144A  (in  satisfaction  of  Section
2.05(a)(ii)(B), section 2.05(b)(i) or Section 2.05(d)(i)(B) of the Indenture).

    [ ]  Such Note is being  transferred  in accordance  with Rule 144 under the
Securities  Act or pursuant to an  effective  registration  statement  under the
Securities  Act. An opinion of counsel to the effect that such transfer does not
require registration under the Securities Act accompanies this Certificate.

    [ ]  Such Note is being  transferred  in reliance and in compliance  with an
exemption from the  registration  requirements of the Securities Act, other than
Rule 144A or Rule 144 under the  Securities  Act.  An  opinion of counsel to the
effect that such transfer does not require registration under the Securities Act
accompanies this Certificate.





- --------------------------------------------------------------------------------
[INSERT NAME OF TRANSFEROR]

By:
   ------------------------------------------

Date:
     ----------------------------

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


                                       C-2





                                    GUARANTEE

     Subject to Article 11 of the Indenture,  each Guarantor hereby, jointly and
severally, unconditionally guarantees to each Holder of a Note authenticated and
delivered  by the Trustee and to the Trustee  and its  successors  and  assigns,
irrespective of the validity and enforceability of the Indenture,  the Notes and
the Obligations of the Company under the Notes or under the Indenture, that: (a)
the principal,  premium, if any, interest and Liquidated Damages, if any, on the
Notes will be promptly paid in full when due,  subject to any  applicable  grace
period,  whether at maturity,  by  acceleration,  redemption or  otherwise,  and
interest on overdue principal, premium, if any, (to the extent permitted by law)
interest on any interest,  if any, and Liquidated  Damages, if any, on the Notes
and all other payment  Obligations  of the Company to the Holders or the Trustee
under  the  Indenture  or under  the  Notes  will be  promptly  paid in full and
performed,  all in  accordance  with the terms  thereof;  and (b) in case of any
extension  of time of  payment  or  renewal  of any  Notes or any of such  other
payment  Obligations,  the  same  will be  promptly  paid in  full  when  due or
performed in accordance  with the terms of the extension or renewal,  subject to
any  applicable  grace  period,  whether at stated  maturity,  by  acceleration,
redemption or otherwise. Failing payment when so due of any amount so guaranteed
or any  performance so guaranteed for whatever  reason,  the Guarantors  will be
jointly and severally obligated to pay the same immediately.

     The  obligations  of the  Guarantors  to  the  Holders  and to the  Trustee
pursuant to this  Guarantee and the Indenture are expressly set forth in Article
11 and  Article  12 of the  Indenture,  and  reference  is  hereby  made to such
Indenture for the precise terms of this Guarantee.  The terms of Articles 11 and
12 of the Indenture are  incorporated  herein by  reference.  This  Guarantee is
subject  to  release  as and to the  extent  provided  in  Section  11.04 of the
Indenture.  The  obligations of the Guarantors to the Holders and to the Trustee
pursuant to the Guarantee and the  Indenture are expressly  subordinated  to the
extent set forth in Article 12 of the  Indenture and reference is hereby made to
such Indenture for the precise terms of such subordination.

     This is a  continuing  Guarantee  and shall remain in full force and effect
and shall be binding  upon each  Guarantor  and its  respective  successors  and
assigns to the extent set forth in the Indenture until full and final payment of
all of the  Company's  Obligations  under the Notes and the  Indenture and shall
inure to the  benefit  of the  successors  and  assigns of the  Trustee  and the
Holders and, in the event of any transfer or  assignment of rights by any Holder
or the Trustee, the rights and privileges herein conferred upon that party shall
automatically  extend to and be  vested  in such  transferee  or  assignee,  all
subject to the terms and conditions  hereof.  This is a Guarantee of payment and
not a guarantee of collection.

     This  Guarantee  shall not be valid or obligatory for any purpose until the
certificate  of  authentication  on the Note upon which this  Guarantee is noted
shall  have been  executed  by the  Trustee  under the  Indenture  by the manual
signature of one of its authorized officers.

     For purposes  hereof,  each  Guarantor's  liability shall be limited to the
lesser of (i) the aggregate  amount of the  Obligations of the Company under the
Notes and the  Indenture and (ii) the amount,  if any,  which would not have (A)
rendered such Guarantor "insolvent" (as such term is





defined in the United States  Bankruptcy Code and in the Debtor and Creditor Law
of the State of New York) or (B) left such  Guarantor  with  unreasonably  small
capital at the time its Guarantee of the Notes was entered into;  provided that,
it will be a presumption in any lawsuit or other proceeding in which a Guarantor
is a party that the amount  guaranteed  pursuant to the  Guarantee is the amount
set  forth in  clause  (i) above  unless  any  creditor,  or  representative  of
creditors of such Guarantor, or debtor in possession or trustee in bankruptcy of
such Guarantor,  otherwise proves in such a lawsuit that the aggregate liability
of the  Guarantor  is limited to the amount set forth in clause (ii) above.  The
Indenture  provides  that,  in making any  determination  as to the  solvency or
sufficiency of capital of a Guarantor in accordance with the previous  sentence,
the right of such Guarantor to contribution  from other Guarantors and any other
rights such Guarantor may have,  contractual  or otherwise,  shall be taken into
account.

     Capitalized terms used herein have the same meanings given in the Indenture
unless otherwise indicated.





                                    EXHIBIT E

                         FORM OF SUPPLEMENTAL INDENTURE

     Supplemental  Indenture  (this  "Supplemental  Indenture"),   dated  as  of
         ,  between             (the "New  Guarantor"),  a subsidiary  of CONMED
Corporation (the "Company"), and First Union National Bank, as trustee under the
indenture  referred to below (the "Trustee").  Capitalized terms used herein and
not defined herein shall have the meaning  ascribed to them in the Indenture (as
defined below).

                               W I T N E S S E T H

         WHEREAS,  the Company has  heretofore  executed  and  delivered  to the
Trustee an indenture (the "Indenture"), dated as of March 5, 1998, providing for
the  issuance of an  aggregate  principal  amount of  $130,000,000  of 9% Senior
Subordinated Notes due 2008 (the "Notes")

     WHEREAS,  Section  11.05  of the  Indenture  provides  that  under  certain
circumstances the Company may cause, and Section 11.03 of the Indenture provides
that  under  certain  circumstances,  the  Company  must  cause,  certain of its
subsidiaries  to execute  and deliver to the  Trustee a  supplemental  indenture
pursuant  to  which  such  subsidiaries  shall  guarantee  all of the  Company's
Obligations  under the Notes pursuant to a Guarantee on the terms and conditions
set forth herein; and

     WHEREAS,  pursuant  to  Section  9.01  of the  Indenture,  the  Trustee  is
authorized to execute and deliver this Supplemental Indenture.

     NOW,  THEREFORE,  in  consideration of the foregoing and for other good and
valuable  consideration,  the receipt of which is hereby  acknowledged,  the New
Guarantor and the Trustee mutually  covenant and agree for the equal and ratable
benefit of the Holders of the Notes as follows:

     1. CAPITALIZED  TERMS.  Capitalized  terms used herein without  definition
shall have the meanings assigned to them in the Indenture.

     2. AGREEMENT TO GUARANTEE.  The New Guarantor  hereby  agrees,  jointly and
severally  with all other  Guarantors,  to guarantee the  Company's  Obligations
under the Notes and the Indenture on the terms and subject to the conditions set
forth in Article 11 and Article 12 of the Indenture and to be bound by all other
applicable provisions of the Indenture.

     3. NO  RECOURSE  AGAINST  OTHERS.  No past,  present  or  future  director,
officer, employee, incorporator,  shareholder or agent of any Guarantor as such,
shall have any  liability  for any  obligations  of the Company or any Guarantor
under the Notes, any





Guarantees,  the Indenture or the Supplemental  Indenture or for any claim based
on, in respect of, or by reason of, such  obligations  or their  creation.  Each
Holder 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. Nothing
in this Note,  express or  implied,  shall  give to any  Person,  other than the
parties  hereto and their  successors  hereunder,  the  Holders of Notes and the
Holders of Senior Debt, any benefit or any legal or equitable  right,  remedy or
claim under this Indenture.

     4. NEW YORK LAW TO GOVERN.  The internal law of the State of New York shall
govern and be used to construe this Supplemental Indenture.

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

     6. EFFECT OF HEADINGS. The Section headings herein are for convenience only
and shall not affect the construction hereof.

     7. THE  TRUSTEE.  The  Trustee  shall  not be  responsible  in any  manner
whatsoever for or in respect of the validity or sufficiency of this Supplemental
Indenture  or for or in  respect  of the  correctness  of the  recitals  of fact
contained herein, all of which recitals are made solely by the New Guarantor.


                                       E-2





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


Dated                               [GUARANTOR]

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


Dated                               FIRST UNION NATIONAL BANK,
                                    as Trustee

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


                                       E-3


                                                                       EXHIBIT 5






                                                             March 25, 1998

CONMED Corporation
310 Broad Street
Utica, New York  13501

Dear Sirs:

         In connection with the registration under the Securities Act of 1933,
as amended (the "Act"), by CONMED Corporation, a New York corporation (the
"Company"), of 987,500 shares of the Company's Common Stock, par value $.01 per
share (the "Shares"), to be issued pursuant to the CONMED Corporation 1992 Stock
Option Plan, as it has been and may be amended from time to time (the "Plan"), I
have examined such corporate records, certificates and other documents and such
questions of law as I have considered necessary or appropriate for the purposes
of this opinion.

         Upon the basis of such examination, I advise you that, in my opinion,
the Shares have been duly authorized and, when the Registration Statement has
become effective under the Act and the Shares have been duly issued as provided
in the Plan, the Shares will be validly issued, fully paid and nonassessable.

         In rendering the foregoing opinion, I have, with your approval, relied
as to certain matters on information obtained from officers of the Company and
other sources believed by me to be responsible, and I have assumed that the
signatures on all documents examined by me are genuine, assumptions which I have
not independently verified.

         I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement relating to the Shares. In giving such consent, I do not
thereby admit that I am in the category of persons whose consent is required
under Section 7 of the Act.

                                        Very truly yours,


                                        /s/ JOSEPH J. CORASANTI


                                                                    EXHIBIT 23.2




                       CONSENT OF INDEPENDENT ACCOUNTANTS


     We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 for the CONMED Corporation 1992 Stock Option Plan of our
report dated February 10, 1998, which appears on page F-1 of the CONMED
Corporation's Annual Report on Form 10-K for the year ended December 31, 1997.



PRICE WATERHOUSE LLP
Syracuse, New York
March 25, 1998