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                             WARNER CHILCOTT, INC.,
                                    as Issuer

                                       and

                    WARNER CHILC0TT PUBLIC LIMITED COMPANY,
                                  as Guarantor

                                       to

                              THE BANK OF NEW YORK,
                                   as Trustee

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

                                    INDENTURE

                          Dated as of February 15, 2000

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

                           12 % Senior Notes due 2008

                      12 % Senior Notes due 2008, Series B

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            INDENTURE, dated as of February 15, 2000, between Warner Chilcott,
Inc. ("Issuer"), a Delaware corporation, having its principal office at Rockaway
80 Corporate Center, 100 Enterprise Drive, Suite 280, Rockaway, New Jersey
07866, Warner Chilcott Public Limited Company ("Parent"), a company organized
under the laws of the Republic of Ireland, as Guarantor, and The Bank of New
York, a New York banking corporation, as Trustee (herein called the "Trustee").

            Issuer has duly authorized the creation of an issue of its
$200,000,000 12 % Senior Notes due 2008 (the "Initial Securities"), and its
$200,000,000 12 % Senior Notes due 2008, Series B (the "Exchange Securities")
and if and when issued pursuant to a private exchange for Initial Securities,
Issuer's 12 % Senior Notes due 2008 (the "Private Exchange Notes") and, together
with the Initial Securities, the Exchange Securities and any Additional
Securities issued in compliance with Section 4.03, the "Securities"), of
substantially the tenor and amounts hereinafter set forth and, to provide
therefor, the Issuer has duly authorized the execution and delivery of this
Indenture.

            Parent has duly authorized the full and unconditional guarantee of
the Initial Securities, and upon the issuance of the Exchange Securities, if
any, the Exchange Securities.

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

            NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

                                    ARTICLE 1

                   Definitions and Incorporation by Reference

             SECTION 1.01. Definitions. "Additional Assets" means:

            (i) any property, plant or equipment used in a Related Business;

            (ii) any Product Line;

            (iii) the Capital Stock of a Person that becomes a Restricted
      Subsidiary as a result of the acquisition of such Capital Stock by Parent,
      Issuer or another Restricted Subsidiary; or

            (iv) Capital Stock constituting a minority interest in any Person
      that at such time is a Restricted Subsidiary;
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provided, however, that any such Restricted Subsidiary described in clauses
(iii) or (iv) above is primarily engaged in a Related Business.

            "Affiliate" of any specified Person means (i) any other Person,
directly or indirectly, controlling or controlled by, or (ii) under direct or
indirect common control with such specified Person. For the purposes of this
definition, "control" when used with respect to any Person means the power to
direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise;
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing. For purposes of Sections 4.04, 4.06 and 4.07 only, "Affiliate" shall
also mean any beneficial owner of Capital Stock representing 5% or more of the
total voting power of the Voting Stock (on a fully diluted basis) of Issuer or
of rights or warrants to purchase such Capital Stock (whether or not currently
exercisable) and any Person who would be an Affiliate of any such beneficial
owner pursuant to the first sentence hereof.

            "Asset Disposition" means any sale, lease, license of rights,
transfer or other disposition (or series of related sales, leases, transfers or
dispositions) by Parent, Issuer or any Restricted Subsidiary, including any
disposition by means of a merger, consolidation or similar transaction (each
referred to for the purposes of this definition as a "disposition"), of: (i) any
shares of Capital Stock of a Restricted Subsidiary (other than directors'
qualifying shares or shares required by applicable law to be held by a Person
other than Parent, Issuer or a Restricted Subsidiary); (ii) all or substantially
all the assets of any division or line of business of Parent, Issuer or any
Restricted Subsidiary; or (iii) any other assets of Parent or any Restricted
Subsidiary outside of the ordinary course of business of Parent, Issuer or such
Restricted Subsidiary.

            The following shall not be an Asset Disposition for the purposes of
clauses (i), (ii) and (iii) above:

            (A) a disposition by Parent or a Restricted Subsidiary to Issuer or
      by Issuer or Parent or a Restricted Subsidiary to a Wholly Owned
      Subsidiary;

            (B) for purposes of Section 4.06 only, a disposition that
      constitutes a Restricted Payment permitted by Section 4.04, any payment
      permitted and made pursuant to the proviso of clause (i) of the definition
      of Restricted Payment or a Permitted Investment;

            (C) a disposition of assets or a licensing of rights relating to
      assets with a fair market value of less than $250,000;

            (D) for purposes of Section 4.06 only, a disposition by Parent,
      Issuer or a Restricted Subsidiary of a Product Line in consideration for
      the acquisition by Parent, Issuer or a Restricted Subsidiary of another
      Product Line; provided, however, that, if the Product Line so disposed had
      revenues for the four consecutive fiscal quarters for which financial
      statements of Parent have been either included in a report filed with the
      SEC or filed with the Trustee


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      immediately preceding such disposition in excess of $2,500,000, (x) such
      disposition has been determined by a nationally recognized investment
      banking firm to be fair, from a financial viewpoint, to Parent, Issuer and
      their Restricted Subsidiaries and (y) on the date of such disposition and
      after giving effect thereto and to the related acquisition, Parent and
      Issuer would have been able to Incur at least $1.00 of additional
      Indebtedness pursuant to Section 4.03(a);

            (E) any disposition that constitutes a Change of Control or any
      disposition permitted by Section 5.01;

            (F) disposals or replacements of obsolete, uneconomical, negligible,
      worn out or surplus property; and

            (G) the license of the rights to the Estrace(R) brand name to BMS
      pursuant to the terms of the BMS License Agreement.

            "Attributable Debt" in respect of a Sale/Leaseback Transaction
means, as at the time of determination, the present value (discounted at the
interest rate borne by the Securities, compounded annually) of the total
obligations of the lessee for rental payments during the remaining term of the
lease included in such Sale/Leaseback Transaction (including any period for
which such lease has been extended).

            "Average Life" means, as of the date of determination, with respect
to any Indebtedness, the quotient obtained by dividing: (i) the sum of the
products of numbers of years from the date of determination to the dates of each
successive scheduled principal payment of or redemption or similar payment with
respect to such Indebtedness multiplied by the amount of such payment by (ii)
the sum of all such payments.

            "Bank Indebtedness" means all obligations pursuant to the Senior
Credit Facilities.

            "BMS" means, collectively, Bristol-Myers Squibb Company,
Westwood-Squibb Pharmaceuticals, Inc. and Bristol-Myers Laboratories Company.

            "BMS Acquisition" means the acquisition by Issuer of three branded
pharmaceutical Product Lines from BMS pursuant to the Asset Purchase Agreement,
dated as of January 25, 2000, between BMS and Issuer.

            "BMS License Agreement" means, collectively, the Transitional
Support and Supply Agreements, each dated as of January 25, 2000, between BMS
and Issuer.

            "Board of Directors" means the Board of Directors of Parent or any
committee thereof duly authorized to act on behalf of such Board.

            "Business Day" means each day on which commercial banks in the
State of New York are open for business other than any day on which such banks
are authorized or required by law to close, including Saturday and Sunday.


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            "Capital Lease Obligations" means an obligation that is required to
be classified and accounted for as a capital lease for financial reporting
purposes in accordance with GAAP, and the amount of Indebtedness represented by
such obligation shall be the capitalized amount of such obligation determined in
accordance with GAAP; and the Stated Maturity thereof shall be the date of the
last payment of rent or any other amount due under such lease prior to the first
date upon which such lease may be terminated by the lessee without payment of a
penalty.

            "Capital Stock" of any Person means any and all shares, interests,
rights to purchase, warrants, options, participations or other equivalents of or
interests in (however designated) equity of such Person, including any Preferred
Stock, but excluding any debt securities convertible into such equity.

            "Change of Control" means the occurrence of any of the following
events:

            (i) any "person" (as such term is used in Sections 13(d) and 14(d)
      of the Exchange Act), is or becomes the beneficial owner (as defined in
      Rules 13d-3 and 13d-S under the Exchange Act, except that for purposes
      of this clause (i) such person shall be deemed to have "beneficial
      ownership" of all shares that any such person has the right to acquire,
      whether such right is exercisable immediately or only after the passage of
      time), directly or indirectly, of more than 35% of the total voting power
      of the Voting Stock of Parent;

            (ii) individuals who on the Issue Date constituted the board of
      directors of Parent or Issuer (together with any new directors whose
      election by such board of directors or whose nomination for election by
      the shareholders of Parent or Issuer, as applicable, was approved by a
      vote of 66-2/3% of the directors of Parent or Issuer, as applicable, then
      still in office who were either directors of Parent or Issuer, as
      applicable, on the Issue Date or whose election or nomination for election
      was previously so approved) cease for any reason to constitute a majority
      of the Board of Directors then in office;

            (iii) the adoption of a plan relating to the liquidation or
      dissolution of Parent or Issuer; or

            (iv) the merger or consolidation of Parent or Issuer with or into
      another Person or the merger of another Person with or into Parent or
      Issuer, or the sale of all or substantially all the assets of Parent or
      Issuer and its subsidiaries (determined on a consolidated basis) to
      another Person other than a transaction following which (A) in the case of
      a merger or consolidation of Parent, securities that represented 100% of
      the Voting Stock of Parent immediately prior to such transaction (or other
      securities into which such securities are converted as part of such merger
      or consolidation transaction) constitute at least a majority of the voting
      power of the Voting Stock of the surviving Person in such merger or
      consolidation transaction, (B) in the case of a sale of assets
      transaction, the transferee Person becomes the obligor in respect of the
      Securities and a Subsidiary of the transferor of such assets or (C) in the
      case of a merger or


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      consolidation of Issuer, the surviving entity continues to be a Wholly
      Owned Subsidiary of Parent and there has not occurred a Change of Control
      of Parent.

            "Code" means the Internal Revenue Code of 1986, as amended.

            "Consolidated Coverage Ratio" as of any date of determination means
the ratio of (i) the aggregate amount of EBITDA for the period of the most
recent four consecutive fiscal quarters for which financial statements have
been either included in a report filed with the SEC or filed with the Trustee
to (ii) Consolidated Interest Expense for such four fiscal quarters; provided,
however, that:

            (1) if Parent, Issuer or any Restricted Subsidiary has Incurred any
      Indebtedness since the beginning of such period that remains outstanding
      or if the transaction giving rise to the need to calculate the
      Consolidated Coverage Ratio is an Incurrence of Indebtedness, or both,
      EBITDA and Consolidated Interest Expense for such period shall be
      calculated after giving effect on a pro forma basis to such Indebtedness
      as if such Indebtedness had been Incurred on the first day of such period;

            (2) if Parent, Issuer or any Restricted Subsidiary has repaid,
      repurchased, defeased or otherwise discharged any Indebtedness since the
      beginning of such period or if any Indebtedness is to be repaid,
      repurchased, defeased or otherwise discharged (in each case other than
      Indebtedness Incurred under any revolving credit facility unless such
      Indebtedness has been permanently repaid and has not been replaced) on the
      date of the transaction giving rise to the need to calculate the
      Consolidated Coverage Ratio, EBITDA and Consolidated Interest Expense for
      such period shall be calculated on a pro forma basis as if such discharge
      had occurred on the first day of such period and as if Parent, Issuer or
      such Restricted Subsidiary has not earned the interest income actually
      earned during such period in respect of cash or Temporary Cash Investments
      used to repay, repurchase, defease or otherwise discharge such
      Indebtedness;

            (3) if since the beginning of such period Parent, Issuer or any
      Restricted Subsidiary shall have made any Asset Disposition, the EBITDA
      for such period shall be reduced by an amount equal to the EBITDA (if
      positive) directly attributable to the assets which are the subject of
      such Asset Disposition for such period, or increased by an amount equal to
      the EBITDA (if negative), directly attributable thereto for such period
      and Consolidated Interest Expense for such period shall be reduced by an
      amount equal to the Consolidated Interest Expense directly attributable to
      any Indebtedness of Parent, Issuer or any Restricted Subsidiary repaid,
      repurchased, defeased or otherwise discharged with respect to Parent,
      Issuer and their continuing Restricted Subsidiaries in connection with
      such Asset Disposition for such period (or, if the Capital Stock of any
      Restricted Subsidiary is sold, the Consolidated Interest Expense for such
      period directly attributable to the Indebtedness of such Restricted
      Subsidiary to the extent Parent, Issuer and their continuing Restricted
      Subsidiaries are no longer liable for such Indebtedness after such sale);


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            (4) if since the beginning of such period Parent, Issuer or any
      Restricted Subsidiary (by merger or otherwise) shall have made an
      Investment in any Restricted Subsidiary (or any person which becomes a
      Restricted Subsidiary) or an acquisition of assets, including any
      acquisition of assets occurring in connection with a transaction requiring
      a calculation to be made hereunder, which constitutes all or substantially
      all of an operating unit of a business, EBITDA and Consolidated Interest
      Expense for such period shall be calculated after giving pro forma effect
      thereto (including the Incurrence of any Indebtedness) as if such
      Investment or acquisition occurred on the first day of such period; and

            (5) if since the beginning of such period any Person (that
      subsequently became a Restricted Subsidiary or was merged with or into
      Parent, Issuer or any Restricted Subsidiary since the beginning of such
      period) shall have made any Asset Disposition, any Investment or
      acquisition of assets that would have required an adjustment pursuant to
      clause (3) or (4) above if made by Parent, Issuer or a Restricted
      Subsidiary during such period, EBITDA and Consolidated Interest Expense
      for such period shall be calculated after giving pro forma effect thereto
      as if such Asset Disposition, Investment or acquisition occurred on the
      first day of such period.

For purposes of this definition, whenever pro forma effect is to be given to an
acquisition or disposition of assets, the amount of income or earnings relating
thereto and the amount of Consolidated Interest Expense associated with any
Indebtedness Incurred in connection therewith, the pro forma calculations shall
be determined in good faith by a responsible financial or accounting Officer of
Parent or Issuer. If any Indebtedness bears a floating rate of interest and is
being given pro forma effect, the interest of such Indebtedness shall be
calculated as if the rate in effect on the date of determination had been the
applicable rate for the entire period (taking into account any Interest Rate
Agreement applicable to such Indebtedness if such Interest Rate Agreement has a
remaining term in excess of 12 months).

            "Consolidated Interest Expense" means, for any period, the total
interest expense of Parent and its consolidated Restricted Subsidiaries
(including Issuer), plus, to the extent not included in such total interest
expense, and to the extent incurred by Parent, Issuer or their Restricted
Subsidiaries, without duplication:

            (i) interest expense attributable to capital leases and the interest
      expense attributable to leases constituting part of a Sale/Leaseback
      Transaction;

            (ii) amortization of debt discount and, subject to the proviso at
      the end of this definition, amortization of debt issuance cost;

            (iii) capitalized interest;

            (iv) non-cash interest expenses;

            (v) commissions, discounts and other fees and charges owed with
      respect to letters of credit and bankers' acceptance financing;


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            (vi) net costs attributable to Hedging Obligations;

            (vii) Preferred Stock dividends in respect of all Preferred Stock
      held by Persons other than Parent, Issuer or a Wholly Owned Subsidiary of
      Parent or Issuer (other than dividends payable solely in Capital Stock
      (other than Disqualified Stock) of the issuer of such Preferred Stock);

            (viii) interest incurred in connection with Investments in
      discontinued operations;

            (ix) interest accruing on any Indebtedness of any other Person to
      the extent such Indebtedness is Guaranteed by (or secured by the assets
      of) Parent, Issuer or any Restricted Subsidiary; and

            (x) the cash contributions to any employee stock ownership plan or
      similar trust to the extent such contributions are used by such plan or
      trust to pay interest or fees to any Person (other than Parent or Issuer)
      in connection with Indebtedness Incurred by such plan or trust;

excluding, however, to the extent otherwise included, any expense or
amortization relating to stock options or stock appreciation rights; provided,
however, that with respect to amortization of debt issuance cost, the only
amount to be included in Consolidated Interest Expense is the amount, if any, of
such amortization that exceeds 5% of the Consolidated Interest Expense for the
applicable period (excluding amortization of debt issuance cost).

            "Consolidated Net Income" means, for any period, the net income of
Parent and its consolidated Subsidiaries (including Issuer); provided, however,
that there shall not be included in such Consolidated Net Income:

            (i) any net income of any Person (other than Parent or Issuer) if
      such Person is not a Restricted Subsidiary, except that: (A) subject to
      the exclusion contained in clause (iv) below, Parent's equity in the net
      income of any such Person for such period shall be included in such
      Consolidated Net Income up to the aggregate amount of cash actually
      distributed by such Person during such period to Parent, Issuer or a
      Restricted Subsidiary as a dividend or other distribution (subject, in the
      case of a dividend or other distribution paid to a Restricted Subsidiary,
      to the limitations contained in clause (iii) below); and (B) Parent's
      equity in a net loss of any such Person for such period shall be included
      in determining such Consolidated Net Income;

            (ii) any net income (or loss) of any Person acquired by Parent or a
      Subsidiary thereof in a pooling of interests transaction for any period
      prior to the date of such acquisition;

            (iii) any net income of any Restricted Subsidiary if such Restricted
      Subsidiary is subject to restrictions, directly or indirectly, on the
      payment of dividends or the making of distributions by such Restricted
      Subsidiary, directly or


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      indirectly, to Parent or Issuer, except that: (A) subject to the exclusion
      contained in clause (iv) below, Parent's or Issuer's equity, as the case
      may be, in the net income of any such Restricted Subsidiary for such
      period shall be included in such Consolidated Net Income up to the
      aggregate amount of cash that could have been distributed by such
      Restricted Subsidiary during such period to Parent, Issuer or another
      Restricted Subsidiary as a dividend or other distribution (subject, in the
      case of a dividend or other distribution paid to another Restricted
      Subsidiary, to the limitation contained in this clause); and (B) Parent's
      or Issuer's equity in a net loss of any such Restricted Subsidiary for
      such period shall be included in determining such Consolidated Net Income;

            (iv) any gain (but not loss) realized upon the sale or other
      disposition of any assets of Parent, its consolidated Subsidiaries
      (including Issuer) or any other Person (including pursuant to any
      Sale/Leaseback Transaction) which is not sold or otherwise disposed of in
      the ordinary course of business and any gain (but not loss) realized upon
      the sale or other disposition of any Capital Stock of any Person;

            (v) extraordinary gains or losses; and

            (vi) the cumulative effect of a change in accounting principles.

Notwithstanding the foregoing, for the purposes of Section 4.04 only, there
shall be excluded from Consolidated Net Income any repurchases, repayments or
redemptions of Investments, proceeds realized on the sale of the Investments or
return of capital to Parent, Issuer or a Restricted Subsidiary to the extent
such repurchases, repayments, redemptions, proceeds or returns increase the
amount of Restricted Payments permitted under such covenant pursuant to clause
(a)(3)(D) thereof.

            "Consolidated Net Worth" means the total of the amounts shown on the
balance sheet of Parent and its consolidated Subsidiaries (including Issuer),
determined on a consolidated basis in accordance with GAAP, as of the end of the
most recent fiscal quarter of Parent for which financial statements have been
either included in a report filed with the SEC or filed with the Trustee, as the
sum of:

            (i) the par or stated value of all outstanding Capital Stock of
      Parent plus

            (ii) paid-in capital or capital surplus relating to such Capital
      Stock plus

            (iii) any retained earnings or earned surplus

less (A) any accumulated deficit and (B) any amounts attributable to
Disqualified Stock.

            "Currency Agreement" means in respect of a Person any foreign
exchange contract, currency swap agreement or other similar agreement designed
to protect such Person against fluctuations in currency values.


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

            "Disqualified Stock" means, with respect to any Person, 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 at the option of the holder) or upon
the happening of any event:

            (i) matures or is mandatorily redeemable pursuant to a sinking fund
      obligation or otherwise;

            (ii) is convertible or exchangeable at the option of the holder for
      Indebtedness or Disqualified Stock; or

            (iii) is mandatorily redeemable or must be purchased upon the
      occurrence of certain events or otherwise, in whole or in part;

in each case on or prior to the first anniversary of the Stated Maturity of the
Securities; provided, however, that any Capital Stock that would not constitute
Disqualified Stock but for provisions thereof giving holders thereof the right
to require such Person to repurchase or redeem such Capital Stock upon the
occurrence of an "asset disposition" or "change of control" occurring prior to
the first anniversary of the Stated Maturity of the Securities shall not
constitute Disqualified Stock if:

                  (x) the "asset disposition" or "change of control" provisions
            applicable to such Capital Stock are not more favorable to the
            holders of such Capital Stock than terms applicable to the
            Securities and described in Sections 4.06 and 4.09; and

                  (y) any such requirement only becomes operative after
            compliance with such terms applicable to the Securities, including
            the purchase of any Securities tendered pursuant thereto.

            "EBITDA" for any period means the sum of Consolidated Net Income,
plus the following to the extent deducted in calculating such Consolidated Net
Income:

            (a) all income tax expense of Parent, Issuer and their consolidated
      Restricted Subsidiaries;

            (b) Consolidated Interest Expense;

            (c) depreciation and amortization expense of Parent, Issuer and
      their consolidated Restricted Subsidiaries (excluding amortization expense
      attributable to a prepaid operating activity item that was paid in cash in
      a prior period); and

            (d) all other non-cash charges of Parent, Issuer and their
      consolidated Restricted Subsidiaries (excluding any such non-cash charge
      to the extent that it represents an accrual of or reserve for cash
      expenditures in any future period);


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in each case for such period. Notwithstanding the foregoing, the provision for
taxes based on the income or profits of, and the depreciation and amortization
and non-cash charges of, a Restricted Subsidiary shall be added to Consolidated
Net Income to compute EBITDA only to the extent (and in the same proportion)
that the net income of such Restricted Subsidiary was included in calculating
Consolidated Net Income and only if a corresponding amount would be permitted at
the date of determination to be dividended to Issuer by such Restricted
Subsidiary without prior approval (that has not been obtained), pursuant to the
terms of its charter and all agreements, instruments, judgments, decrees,
orders, statutes, rules and governmental regulations applicable to such
Restricted Subsidiary or its stockholders.

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

            "Exchange Securities" means the debt securities of Issuer issued
pursuant to this Indenture in exchange for, and in an aggregate principal amount
at maturity equal to, the Securities, in compliance with the terms of the
Registration Rights Agreement.

            "Foreign Asset Sale" means an Asset Disposition in respect of the
Capital Stock or assets of a Foreign Subsidiary or a Restricted Subsidiary of
the type described in Section 936 of the Code to the extent that the proceeds of
such Asset Disposition are received by a Person subject in respect of such
proceeds to the tax laws of a jurisdiction other than the United States or any
State thereof or the District of Columbia.

            "Foreign Subsidiary" means a Restricted Subsidiary that is
incorporated in a jurisdiction, or derives more than 80% of its sales or net
income from (or has more than 80% of its assets located in) territories and
jurisdictions, other than the United States or a State thereof or the District
of Columbia.

            "GAAP" means generally accepted accounting principles in the United
States of America as in effect as of the Issue Date, including those set forth
in:

            (i) the opinions and pronouncements of the Accounting Principles
      Board of the American Institute of Certified Public Accountants;

            (ii) statements and pronouncements of the Financial Accounting
      Standards Board;

            (iii) such other statements by such other entity as approved by a
      significant segment of the accounting profession; and

            (iv) the rules and regulations of the SEC governing the inclusion of
      financial statements (including pro forma financial statements) in
      periodic reports required to be filed pursuant to Section 13 of the
      Exchange Act, including opinions and pronouncements in staff accounting
      bulletins and similar written statements from the accounting staff of the
      SEC.


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            "Guarantee" means any obligation, contingent or otherwise, of any
Person directly or indirectly guaranteeing any Indebtedness of any Person and
any obligation, direct or indirect, contingent or otherwise, of such Person:

            (i) to purchase or pay (or advance or supply funds for the purchase
      or payment of) such Indebtedness of such Person (whether arising by virtue
      of partnership arrangements, or by agreements to keep-well, to purchase
      assets, goods, securities or services, to take-or-pay or to maintain
      financial statement conditions or otherwise); or

            (ii) entered into for the purpose of assuring in any other manner
      the obligee of such Indebtedness of the payment thereof or to protect such
      obligee against loss in respect thereof (in whole or in part);

provided, however, that the term "Guarantee" shall not include endorsements for
collection or deposit in the ordinary course of business. The term "Guarantee"
used as a verb has a corresponding meaning.

            "Guarantor" means Warner Chilcott Public Limited Company, a
corporation organized under the laws of the Republic of Ireland, and its
successors and any current or future domestic Subsidiaries which enter into a
Guaranty Agreement.

            "Guaranty" means the Guarantee by Parent of Issuer's obligations
with respect to the Securities or any other Guarantee made with respect to the
Securities.

            "Guaranty Agreement" means a supplemental Indenture, in a form
satisfactory to the Trustee, pursuant to which a Guarantor guarantees Issuer's
obligations with respect to the Securities on the terms provided for in this
Indenture.

            "Hedging Obligations" of any Person means the obligations of such
Person pursuant to any Interest Rate Agreement or Currency Agreement.

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

            "Incur" means issue, assume, Guarantee, incur or otherwise become
liable for; provided, however, that any Indebtedness or Capital Stock of a
Person existing at the time such Person becomes a Restricted Subsidiary (whether
by merger, consolidation, acquisition or otherwise) shall be deemed to be
Incurred by such Person at the time it becomes a Restricted Subsidiary. The term
"Incurrence" when used as a noun shall have a correlative meaning. Any
amendment, modification or waiver of any provision of any document pursuant to
which Indebtedness was previously Incurred shall not be deemed to be an
Incurrence of Indebtedness as long as such amendment, modification or waiver
does not (A) increase the principal or premium thereof or interest rate thereon,
(B) change to an earlier date the Stated Maturity thereof or the date of any
scheduled or required principal payment thereon or the time or circumstances
under which such Indebtedness may or shall be redeemed, (C) if such Indebtedness
contractually subordinated in right of payment to the Securities, modify or
affect, in any manner


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<PAGE>   13

adverse to the Holders, such subordination, (D) if Issuer is the obligor
thereon, provide that a Restricted Subsidiary shall be an obligor or (E)
violate, or cause the Indebtedness to violate, the provisions of Sections 4.05
and 4.10. Neither the accrual of interest (whether or not such interest is
payable in cash) nor the accretion of original issue discount shall be
considered an Incurrence of Indebtedness.

            "Indebtedness" means, with respect to any Person on any date of
determination (without duplication):

            (i) the principal in respect of (A) indebtedness of such Person for
      money borrowed and (B) indebtedness evidenced by notes, debentures, bonds
      or other similar instruments for the payment of which such Person is
      responsible or liable, including, in each case, any premium on such
      indebtedness to the extent such premium has become due and payable;

            (ii) all Capital Lease Obligations of such Person and all
      Attributable Debt in respect of Sale/Leaseback Transactions entered into
      by such Person;

            (iii) all obligations of such Person issued or assumed as the
      deferred purchase price of property, all conditional sale obligations of
      such Person and all obligations of such Person under any title retention
      agreement (but excluding trade accounts payable arising in the ordinary
      course of business);

            (iv) all obligations of such Person for the reimbursement of any
      obligor on any letter of credit, banker's acceptance or similar credit
      transaction (other than obligations with respect to letters of credit
      securing obligations (other than obligations described in clauses (i)
      through (iii) above) entered into in the ordinary course of business of
      such Person to the extent such letters of credit are not drawn upon or, if
      and to the extent drawn upon, such drawing is reimbursed no later than the
      tenth Business Day following payment on the letter of credit);

            (v) the amount of all obligations of such Person with respect to the
      redemption, repayment or other repurchase of any Disqualified Stock of
      such Person or, with respect to any Preferred Stock of any Subsidiary of
      such Person, the principal amount of such Preferred Stock to be determined
      in accordance with this Indenture (but excluding, in each case, any
      accrued dividends);

            (vi) all obligations of the type referred to in clauses (i) through
      (v) of other Persons and all dividends of other Persons for the payment of
      which, in either case, such Person is responsible or liable, directly or
      indirectly, as obligor, guarantor or otherwise, including by means of any
      Guarantee;

            (vii) all obligations of the type referred to in clauses (i) through
      (vi) of other Persons secured by any Lien on any property or asset of such
      Person (whether or not such obligation is assumed by such Person), the
      amount of such obligation being deemed to be the lesser of the value of
      such property or assets or the amount of the obligation so secured; and


                                       12
<PAGE>   14

            (viii) to the extent not otherwise included in this definition,
      Hedging Obligations of such Person.

The amount of Indebtedness of any Person at any date shall be the outstanding
balance at such date of all unconditional obligations as described above and the
maximum liability, upon the occurrence of the contingency giving rise to the
obligation, of any contingent obligations at such date.

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

            "Interest Rate Agreement" means in respect of a Person any interest
rate swap agreement, interest rate cap agreement or other financial agreement or
arrangement designed to protect such Person against fluctuations in interest
rates.

            "Investment" in any Person means any direct or indirect advance,
loan (other than advances to customers in the ordinary course of business that
are recorded as accounts receivable on the balance sheet of the lender) or other
extensions of credit (including by way of Guarantee or similar arrangement) or
capital contribution to (by means of any transfer of cash or other property to
others or any payment for property or services for the account or use of
others), or any purchase or acquisition of Capital Stock, Indebtedness or other
similar instruments issued by such Person. For purposes of the definition of
"Unrestricted Subsidiary," the definition of "Restricted Payment" and Section
4.04:

            (i) "Investment" shall include the portion (proportionate to
      Parent's or Issuer's equity interest in such Subsidiary) of the fair
      market value of the net assets of any Subsidiary of Parent or Issuer at
      the time that such Subsidiary is designated an Unrestricted Subsidiary;
      provided, however, that upon a redesignation of such Subsidiary as a
      Restricted Subsidiary, Parent or Issuer shall be deemed to continue to
      have a permanent "Investment" in an Unrestricted Subsidiary equal to an
      amount (if positive) equal to (x) Parent's or Issuer's "Investment" in
      such Subsidiary at the time of such redesignation less (y) the portion
      (proportionate to Parent's or Issuer's equity interest in such Subsidiary)
      of the fair market value of the net assets of such Subsidiary at the time
      of such redesignation; and

            (ii) any property transferred to or from an Unrestricted Subsidiary
      shall be valued at its fair market value at the time of such transfer, in
      each case as determined in good faith by the Board of Directors.

            "Issue Date" means the date of this Indenture.

            "Lien" means any mortgage, pledge, security interest, encumbrance,
lien or charge of any kind (including any conditional sale or other title
retention agreement or lease in the nature thereof).


                                       13
<PAGE>   15

            "Net Available Cash" from an Asset Disposition means cash payments
received therefrom (including any cash payments received by way of deferred
payment of principal pursuant to a note or installment receivable or otherwise
and proceeds from the sale or other disposition of any securities received as
consideration, but only as and when received, but excluding any other
consideration received in the form of assumption by the acquiring Person of
Indebtedness or other obligations relating to such properties or assets or
received in any other noncash form), in each case net of:

            (i) all legal, title and recording tax expenses, commissions and
      other fees and expenses incurred, and all federal, state, provincial,
      foreign and local taxes required to be accrued as a liability under GAAP,
      as a consequence of such Asset Disposition;

            (ii) all payments made on any Indebtedness which is secured by any
      assets subject to such Asset Disposition, in accordance with the terms of
      any Lien upon or other security agreement of any kind with respect to such
      assets, or which must by its terms, or in order to obtain a necessary
      consent to such Asset Disposition, or by applicable law, be repaid out of
      the proceeds from such Asset Disposition;

            (iii) all distributions and other payments required to be made to
      minority interest holders in Restricted Subsidiaries as a result of such
      Asset Disposition; and

            (iv) the deduction of appropriate amounts provided by the seller as
      a reserve, in accordance with GAAP, against any liabilities associated
      with the property or other assets disposed in such Asset Disposition and
      retained by Parent, Issuer or any Restricted Subsidiary after such Asset
      Disposition.

            "Net Cash Proceeds," with respect to any issuance or sale of Capital
Stock, means the cash proceeds of such issuance or sale net of attorneys' fees,
accountants' fees, underwriters' or placement agents' fees, discounts or
commissions and brokerage, consultant and other fees actually incurred in
connection with such issuance or sale and net of taxes paid or payable as a
result thereof

            "Obligations" means with respect to any Indebtedness all obligations
for principal, premium, interest, penalties, fees, indemnifications,
reimbursements, and other amounts payable pursuant to the documentation
governing such Indebtedness.

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

            "Officers' Certificate" means a certificate signed by two Officers.

            "Opinion of Counsel" means a written opinion from legal counsel who
is acceptable to the Trustee. The counsel may be an employee of or counsel to
the Company or the Trustee.


                                       14
<PAGE>   16

            "Permitted Investment" means an Investment by Parent, Issuer or any
Restricted Subsidiary in:

            (i) Parent, Issuer, a Restricted Subsidiary or a Person that will,
      upon the making of such Investment, become a Restricted Subsidiary;
      provided, however, that the primary business of such Restricted Subsidiary
      is a Related Business;

            (ii) another Person if as a result of such Investment such other
      Person is merged or consolidated with or into, or transfers or conveys all
      or substantially all its assets to, Parent, Issuer or a Restricted
      Subsidiary; provided, however, that such Person's primary business is a
      Related Business;

            (iii) cash and Temporary Cash Investments;

            (iv) receivables owing to Parent, Issuer or any Restricted
      Subsidiary if created or acquired in the ordinary course of business and
      payable or dischargeable in accordance with customary trade terms;
      provided, however, that such trade terms may include such concessionary
      trade terms as Parent, Issuer or any such Restricted Subsidiary deems
      reasonable under the circumstances;

            (v) payroll, travel and similar advances to cover matters that are
      expected at the time of such advances ultimately to be treated as expenses
      for accounting purposes and that are made in the ordinary course of
      business;

            (vi) loans or advances to employees made in the ordinary course of
      business of Parent, Issuer or such Restricted Subsidiary;

            (vii) stock, obligations or securities received in settlement of
      debts created in the ordinary course of business and owing to Parent,
      Issuer or any Restricted Subsidiary or in satisfaction of judgments;

            (viii) any Person to the extent such Investment represents the
      non-cash portion of the consideration received for an Asset Disposition as
      permitted pursuant to Section 4.06;

            (ix) Investments existing on the Issue Date as listed on Schedule D
      to this Indenture;

            (x) Investments in securities of trade creditors or customers
      received pursuant to any plan of reorganization or similar arrangement
      upon the bankruptcy or insolvency of such trade creditors or customers;

            (xi) Investments the payment for which consists solely of Capital
      Stock of Parent; and

            (xii) other Investments that do not exceed in the aggregate $5
      million.


                                       15
<PAGE>   17

            "Permitted Liens" means, with respect to any Person:

            (i) 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 rent, in each case
      Incurred in the ordinary course of business;

            (ii) Liens imposed by law, such as carriers', warehousemen's and
      mechanics' Liens, in each case for sums not yet due or being contested in
      good faith by appropriate proceedings or other Liens arising out of
      judgments or awards against such Person with respect to which such Person
      shall then be proceeding with an appeal or other proceedings for review
      and Liens arising solely by virtue of any statutory or common law
      provision relating to banker's Liens, rights of set-off or similar rights
      and remedies as to deposit accounts or other funds maintained with a
      creditor depository institution; provided, however, that (A) such deposit
      account is not a dedicated cash collateral account and is not subject to
      restrictions against access by Parent or Issuer in excess of those set
      forth by regulations promulgated by the Federal Reserve Board and (B) such
      deposit account is not intended by Parent or Issuer or any Restricted
      Subsidiary to provide collateral to the depository institution.

            (iii) Liens for taxes not yet subject to penalties for non-payment
      or which are being contested in good faith and by appropriate proceedings;

            (iv) Liens in favor of issuers of surety bonds or letters of credit
      issued pursuant to the request of and for the account of such Person in
      the ordinary course of its business; provided, however, that such letters
      of credit do not constitute Indebtedness;

            (v) 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 adversely affect
      the value of said properties or materially impair their use in the
      operation of the business of such Person;

            (vi) Liens securing Indebtedness Incurred to finance the
      construction, purchase or lease of, or repairs, improvements or additions
      to, property, plant, equipment or other assets of such Person; provided,
      however, that the Lien may not extend to any other property owned by such
      Person or any of its Restricted Subsidiaries at the time the Lien is
      Incurred (other than assets and property


                                       16
<PAGE>   18

      affixed or appurtenant thereto), and the Indebtedness (other than any
      interest thereon) secured by the Lien may not be Incurred more than 180
      days after the later of the acquisition, completion of construction,
      repair, improvement, addition or commencement of full operation of the
      property subject to the Lien;

            (vii) Liens to secure Indebtedness Incurred pursuant to the Senior
      Credit Facilities; provided, however, that the Liens may not extend to any
      property other than the property covered by such Liens on the Issue Date
      and other similar assets acquired in the ordinary course of business (but
      may not extent to the assets acquired from BMS in the BMS Acquisition);

            (viii) Liens existing on the Issue Date and listed on Schedule E to
      this Indenture;

            (ix) Liens on property or shares of Capital Stock of another Person
      at the time such other Person becomes a Subsidiary of such Person;
      provided, however, that the Liens may not extend to any other property
      owned by such Person or any of its Restricted Subsidiaries (other than
      assets and property affixed or appurtenant thereto);

            (x) Liens on property at the time such Person or any of its
      Subsidiaries acquires the property, including any acquisition by means of
      a merger or consolidation with or into such Person or a Subsidiary of such
      Person; provided, however, that the Liens may not extend to any other
      property owned by such Person or any of its Restricted Subsidiaries (other
      than assets and property affixed or appurtenant thereto);

            (xi) Liens securing Hedging Obligations so long as such Hedging
      Obligations relate to Indebtedness that is, and is permitted to be under
      this Indenture, secured by a Lien on the same property securing such
      Hedging Obligations; and

            (xii) Liens to secure any Refinancing (or successive Refinancings)
      as a whole, or in part, of any Indebtedness secured by any Lien referred
      to in the foregoing clauses (vi), (vii), (viii), (ix) or (x); provided,
      however, that:

                  (A)   such new Lien shall be limited to all or part of the
                        same property and assets that secured or, under the
                        written agreements pursuant to which the original Lien
                        arose, could secure the original Lien (plus improvements
                        and accessions to, such property or proceeds or
                        distributions thereof); and

                  (B)   the Indebtedness secured by such Lien at such time is
                        not increased to any amount greater than the sum of (x)
                        the outstanding principal amount or, if greater,
                        committed amount of the Indebtedness described under
                        clauses (vi), (viii), (ix) or (x) at the time the
                        original Liens became a Permitted Lien and (y) an amount
                        necessary to pay any fees


                                       17
<PAGE>   19

                        and expenses, including premiums, related to such
                        refinancing, refunding, extension, renewal or
                        replacement.

Notwithstanding the foregoing, "Permitted Liens" shall not include any Lien
described in clauses (vi), (ix) or (x) above to the extent such Lien applies to
any Additional Assets acquired directly or indirectly from Net Available Cash
pursuant to Section 4.06. For purposes of this definition, the term
"Indebtedness" shall be deemed to include interest on such Indebtedness.

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

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

            "Principal" of a Security means the principal of the Security plus
the premium, if any, payable on the Security which is due or overdue or is to
become due at the relevant time.

            "Product Line" means any pharmaceutical product or product line.

            "Public Equity Offering" means an underwritten primary public
offering of common stock of Parent pursuant to an effective registration
statement under the Securities Act.

            "Refinance" means, in respect of any Indebtedness, to refinance,
extend, renew, refund, repay, prepay, redeem, defease or retire, or to issue
other Indebtedness in exchange or replacement for, such indebtedness.
"Refinanced" and "Refinancing" shall have correlative meanings.

            "Refinancing Indebtedness" means Indebtedness that Refinances any
Indebtedness of Parent, Issuer or any Restricted Subsidiary existing on the
Issue Date or Incurred in compliance with this Indenture, including Indebtedness
that Refinances Refinancing Indebtedness; provided, however, that:

            (i) such Refinancing Indebtedness has a Stated Maturity no earlier
      than the Stated Maturity of the Indebtedness being Refinanced;

            (ii) such Refinancing Indebtedness has an Average Life at the time
      such Refinancing Indebtedness is Incurred that is equal to or greater than
      the Average Life of the Indebtedness being Refinanced; and


                                       18
<PAGE>   20

            (iii) such Refinancing Indebtedness has an aggregate principal
      amount (or if Incurred with original issue discount, an aggregate issue
      price) that is equal to or less than the aggregate principal amount (or if
      Incurred with original issue discount, the aggregate accreted value) then
      outstanding or committed (plus fees and expenses, including any premium
      and defeasance costs) under the Indebtedness being Refinanced;

provided further, however, that Refinancing Indebtedness shall not include (x)
Indebtedness of a Subsidiary that Refinances Indebtedness of Parent or Issuer or
(y) Indebtedness of Parent, Issuer or a Restricted Subsidiary that Refinances
Indebtedness of an Unrestricted Subsidiary.

            "Related Business" means any business in which Parent or Issuer was
engaged on the Issue Date and any business related, ancillary or complementary
to any business of Parent or Issuer in which Parent or Issuer was engaged on the
Issue Date.

            "Restricted Payment" with respect to any Person means:

            (i) the declaration or payment of any dividends or any other
      distributions of any sort in respect of its Capital Stock (including any
      payment in connection with any merger or consolidation involving such
      Person) or similar payment to the direct or indirect holders of its
      Capital Stock (other than dividends or distributions payable solely in its
      Capital Stock (other than Disqualified Stock) and dividends or
      distributions payable solely to Parent, Issuer or a Restricted Subsidiary,
      and other than pro rata dividends or other distributions made by a
      Subsidiary that is not a Wholly Owned Subsidiary to minority stockholders
      (or owners of an equivalent interest in the case of a Subsidiary that is
      an entity other than a corporation)); provided, however, that any such
      declaration or payment to Parent, Issuer or to any Restricted Subsidiary
      shall not be a Restricted Payment; and provided, further, that any such
      declaration or payment by Issuer to Parent shall be made in the form of a
      loan from Issuer to Parent meeting the requirements of clause (b)(2) of
      Section 4.03;

            (ii) the purchase, redemption or other acquisition or retirement for
      value of any Capital Stock of Parent held by any Person or of any Capital
      Stock of Issuer or any Restricted Subsidiary held by any Person (other
      than Parent or any Wholly Owned Subsidiary of Parent, including Issuer),
      including the exercise of any option to exchange any Capital Stock (other
      than into Capital Stock of Parent that is not Disqualified Stock);

            (iii) the purchase, repurchase, redemption, defeasance or other
      acquisition or retirement for value, prior to scheduled maturity,
      scheduled repayment or scheduled sinking fund payment of any Subordinated
      Obligations of such Person (other than the purchase, repurchase or other
      acquisition of Subordinated Obligations purchased in anticipation of
      satisfying a sinking fund obligation, principal installment or final
      maturity, in each case due within one year of the date of such purchase,
      repurchase or other acquisition); or


                                       19
<PAGE>   21

            (iv) the making of any Investment (other than a Permitted
      Investment) in any Person.

            "Restricted Subsidiary" means any Subsidiary of Parent or Issuer
that is not an Unrestricted Subsidiary and, in the case of Parent, includes
Issuer, Warner Chilcott (Bermuda) Limited and Warner Chilcott Laboratories
Ireland Limited.

            "Sale/Leaseback Transaction" means an arrangement relating to
property now owned by Parent, Issuer or a Restricted Subsidiary on the Issue
Date or thereafter acquired by Parent, Issuer or a Restricted Subsidiary whereby
Parent, Issuer or a Restricted Subsidiary transfers such property to a Person
and Parent, Issuer or a Restricted Subsidiary leases it from such Person.

            "SEC" means the U.S. Securities and Exchange Commission.

            "Secured Indebtedness" means any Indebtedness of a Person secured by
a Lien.

            "Senior Credit Facilities" means (i) the Credit Agreement by and
among Issuer, the lenders referred to therein and PNC National Bank, National
Association, as Agent for the lenders, together with the related documents
thereto (including the term loans and revolving loans thereunder, any guarantees
and security documents), as amended, extended, renewed, restated, supplemented
or otherwise modified (in whole or in part, and without limitation as to amount,
terms, conditions, covenants and other provisions) from time to time and (ii)
any agreement (and related document) governing Indebtedness incurred to
Refinance, in whole or in part, the borrowings and commitments then outstanding
or permitted to be outstanding under such Credit Agreement or a successor Credit
Agreement, whether by the same or any other lender or group of lenders.

            "Securities" means the Securities issued under this Indenture.

            "Securities Act" means the Securities Act of 1933.

            "Senior Indebtedness" of a Person means:

            (i) Indebtedness of such Person, whether outstanding on the Issue
      Date or thereafter Incurred; and

            (ii) accrued and unpaid interest (including interest accruing on or
      after the filing of any petition in bankruptcy or for reorganization
      relating to such Person to the extent post-filing interest is allowed in
      such proceeding) in respect of (A) indebtedness of such Person for money
      borrowed and (B) indebtedness evidenced by notes, debentures, bonds or
      other similar instruments for the payment of which such Person is
      responsible or liable

unless, in the case of clauses (i) and (ii), in the instrument creating or
evidencing the same or pursuant to which the same is outstanding, it is provided
that such obligations are subordinate in right of payment to the Securities, in
the case of Issuer, or to such Person's


                                       20
<PAGE>   22

Guaranty, in the case of a Guarantor; provided, however, that Senior
Indebtedness shall not include:

            (1) any obligation of the Company to any Subsidiary;

            (2) any liability for federal, state, local or other taxes owed or
      owing by such Person;

            (3) any accounts payable or other liability to trade creditors
      arising in the ordinary course of business (including guarantees thereof
      or instruments evidencing such liabilities);

            (4) any Indebtedness of such Person (and any accrued and unpaid
      interest in respect thereof) which is subordinate or junior in any respect
      to any other Indebtedness or other obligation of such Person; or

            (5) that portion of any Indebtedness which at the time of Incurrence
      is Incurred in violation of this Indenture.

            "Significant Subsidiary" means any Restricted Subsidiary that would
be a "Significant Subsidiary" of Parent or Issuer, as applicable, within the
meaning of Rule 1-02 under Regulation S-X promulgated by the SEC.

            "Stated Maturity" means, with respect to any security, the date
specified in such security as the fixed date on which the final payment of
principal of such security is due and payable, including pursuant to any
mandatory redemption provision (but excluding any provision providing for the
repurchase of such security at the option of the holder thereof upon the
happening of any contingency unless such contingency has occurred).

            "Subordinated Obligation" means, with respect to a Person, any
Indebtedness of such Person (whether outstanding on the Issue Date or thereafter
Incurred) which is subordinate or junior in right of payment to the Securities,
in the case of Issuer, or to such Person's Guaranty, in the case of a Guarantor,
as the case may be, pursuant to a written agreement to that effect.

            "Subsidiary" means, in respect of any Person, any corporation,
association, partnership or other business entity of which more than 50% of the
total voting power of shares of Voting Stock is at the time owned or controlled,
directly or indirectly, by (i) such Person, (ii) such Person and one or more
Subsidiaries of such Person or (iii) one or more Subsidiaries of such Person.

            "Subsidiary Guarantor" means each Restricted Subsidiary that
provides a Subsidiary Guaranty.

            "Subsidiary Guaranty" means a Guarantee by a Subsidiary Guarantor of
the Company's obligations with respect to the Securities.


                                       21
<PAGE>   23

            "Tax" means any tax, duty, levy, impost, assessment or other
governmental charge (including penalties, interest and other liabilities related
thereto).

            "Taxing Authority" means any government or political subdivision or
territory or possession of any government or any authority or agency therein or
thereof having power to tax.

            "Temporary Cash Investments" means any of the following:

            (i) any investment in direct obligations of the United States of
      America or any agency thereof or obligations guaranteed by the United
      States of America or any agency thereof;

            (ii) investments in time deposit accounts, certificates of deposit
      and money market deposits maturing within 180 days of the date of
      acquisition thereof issued by a bank or trust company which is organized
      under the laws of the United States of America, any state thereof or any
      foreign country recognized by the United States, and which bank or trust
      company has capital, surplus and undivided profits aggregating in excess
      of $50,000,000 (or the foreign currency equivalent thereof) and has
      outstanding debt which is rated "A" (or such similar equivalent rating) or
      higher by at least one nationally recognized statistical rating
      organization (as defined in Rule 436 under the Securities Act) or any
      money-market fund sponsored by a registered broker dealer or mutual fund
      distributor;

            (iii) repurchase obligations with a term of not more than 30 days
      for underlying securities of the types described in clause (i) above
      entered into with a bank meeting the qualifications described in clause
      (ii) above;

            (iv) investments in commercial paper, maturing not more than 90 days
      after the date of acquisition, issued by a corporation (other than an
      Affiliate of Parent or Issuer) organized and in existence under the laws
      of the United States of America or any foreign country recognized by the
      United States of America with a rating at the time as of which any
      investment therein is made of "P-l" (or higher) according to Moody's
      Investors Service, Inc. or "A-l" (or higher) according to Standard and
      Poor's Ratings Group; and

            (v) investments in securities with maturities of six months or less
      from the date of acquisition issued or fully guaranteed by any state,
      commonwealth or territory of the United States of America, or by any
      political subdivision or taxing authority thereof, and rated at least "A"
      by Standard & Poor's Ratings Group or "A" by Moody's Investors Service,
      Inc.

            "TIA" means the Trust Indenture Act of 1939 (15
U.S.C.ss.ss.77aaa-77bbb) as in effect on the date of this Indenture, except as
set forth in Section 9.03 hereof

            "Trust Officer" means when used with respect to the Trustee, any
officer within the corporate trust department of the Trustee, including any vice
president,


                                       22
<PAGE>   24

assistant vice president, assistant secretary, assistant treasurer, trust
officer or any other officer of the Trustee who customarily performs functions
similar to those performed by the Persons who at the time shall be such
officers, respectively, or to whom any corporate trust matter is referred
because of such person's knowledge of and familiarity with the particular
subject and who shall have direct responsibility for the administration of this
Indenture.

            "Trustee" means the party named as such in this Indenture until a
successor replaces it and, thereafter, means the successor.

            "Uniform Commercial Code" means the New York Uniform Commercial Code
as in effect from time to time.

            "Unrestricted Subsidiary" means (i) any Subsidiary of Parent (other
than Issuer) or Issuer that at the time of determination shall be designated an
Unrestricted Subsidiary by the Board of Directors in the manner provided below
and (ii) any Subsidiary of an Unrestricted Subsidiary. The Board of Directors
may designate any Subsidiary of the Parent (other than Issuer) or Issuer
(including any newly acquired or newly formed Subsidiary) to be an Unrestricted
Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Capital
Stock or Indebtedness of, or holds any Lien on any property of, Parent, Issuer
or any other Subsidiary of Parent or Issuer that is not a Subsidiary of the
Subsidiary to be so designated; provided, however, that either (A) the
Subsidiary to be so designated has total assets of $l,000 or less or (B) if such
Subsidiary has assets greater than $1,000, such designation would be permitted
under Section 4.04.

            The Board of Directors may designate any Unrestricted Subsidiary to
be a Restricted Subsidiary; provided, however, that immediately after giving
effect to such designation (x) Parent or Issuer could Incur $1.00 of additional
Indebtedness under Section 4.03(a) and (y) no Default shall have occurred and be
continuing. Any such designation by the Board of Directors shall be evidenced to
the Trustee by promptly filing with the Trustee a copy of the resolution of the
Board of Directors giving effect to such designation and an Officers'
Certificate certifying that such designation complied with the foregoing
provisions. Any Subsidiary may be, or may be designated as, an Unrestricted
Subsidiary (or not so designated) for purposes of this Indenture without regard
to whether such Subsidiary is, or is so designated (or not so designated), for
purposes of any other agreement relating to Indebtedness of Parent or Issuer or
any of their Subsidiaries. Covenants applicable solely to Parent, Issuer and
Restricted Subsidiaries and to indirect actions taken by such Persons shall not
apply to, and shall not apply to actions taken by, Unrestricted Subsidiaries.

            "U.S. Dollar Equivalent" means with respect to any monetary amount
in a currency other than U.S. dollars, at any time for determination thereof,
the amount of U.S. dollars obtained by converting such foreign currency involved
in such computation into U.S. dollars at the spot rate for the purchase of U.S.
dollars with the applicable foreign currency as published in The Wall Street
Journal in the "Exchange Rates" column under the heading "Currency Trading" on
the date two Business Days prior to such determination.


                                       23
<PAGE>   25

            Except as described in Section 4.03, whenever it is necessary to
determine whether Issuer has complied with any covenant in this Indenture or a
Default has occurred and an amount is expressed in a currency other than U.S.
dollars, such amount shall be treated as the U.S. Dollar Equivalent determined
as of the date such amount is initially determined in such currency.

            "U.S. Government Obligations" means direct obligations (or
certificates representing an ownership interest in such obligations) of the
United States of America (including any agency or instrumentality thereof) for
the payment of which the full faith and credit of the United States of America
is pledged and which are not callable at the issuer s option.

            "Voting Stock" of a Person means all classes of Capital Stock or
other interests (including partnership interests) of such Person then
outstanding and normally entitled (without regard to the occurrence of any
contingency) to vote in the election of directors, managers or trustees thereof.

            "Wholly Owned Subsidiary" means a Restricted Subsidiary all the
Capital Stock of which (other than directors' qualifying shares) is owned by
Parent or Issuer or one or more Wholly Owned Subsidiaries.

            SECTION 1.02. Other Definitions,

<TABLE>
<CAPTION>
                                                     Defined in
                              Term                    Section
                              ----                    -------

<S>                                                   <C>
             "Additional Amounts" ................... 4.16
             "Additional Securities" ................ 2.02
             "Affiliate Transaction" ................ 4.07
             "Bankruptcy Law" ....................... 6.01
             "Change of Control Offer" .............. 4.12
             "covenant defeasance option" ........... 8.01(b)
             "Custodian" ............................ 6.01
             "Event of Default" ..................... 6.01
             "Excluded Holder" ...................... 4.16
             "Initial Lien" ......................... 4.10
             "legal defeasance option" .............. 8.01(b)
             "Legal Holiday" ........................ 11.08
             "Offer" ................................ 4.06(b)
             "Offer Amount" ......................... 4.06(c)(2)
             "Offer Period .......................... 4.06(c)(2)
             "Paying Agent" ......................... 2.03
             "Purchase Date" ........................ 4.06(c)(1)
             "Registrar" ............................ 2.03
             "Successor Company" .................... 5.01 (a)(i)
</TABLE>


                                       24
<PAGE>   26

            SECTION 1.03. Incorporation by Reference of Trust Indenture Act.
This Indenture is subject to the mandatory provisions of the TIA which are
incorporated by reference in and made a part of this Indenture. The following
TIA terms have the following meanings:

            "Commission" means the SEC;

            "indenture securities" means the Securities and the Guaranties;

            "indenture security holder" means a Security holder;

            "indenture to be qualified" means this Indenture;

            "indenture trustee" or "institutional trustee" means the Trustee;
      and

            "obligor" on the indenture securities means Parent, Issuer, each
      Subsidiary Guarantor and any other obligor on the indenture securities.

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

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

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

            (2) an accounting term not otherwise defined has the meaning
      assigned to it in accordance with GAAP;

            (3) "or" is not exclusive;

            (4) "including" means including without limitation;

            (5) words in the singular include the plural and words in the plural
      include the singular;

            (6) unsecured Indebtedness shall not be deemed to be subordinate or
      junior to Secured Indebtedness merely by virtue of its nature as unsecured
      Indebtedness;

            (7) the principal amount of any noninterest bearing or other
      discount security at any date shall be the principal amount thereof that
      would be shown on a balance sheet of the issuer dated such date prepared
      in accordance with GAAP;

            (8) the principal amount of any Preferred Stock shall be (i) the
      maximum liquidation value of such Preferred Stock or (ii) the maximum
      mandatory redemption or mandatory repurchase price with respect to such
      Preferred Stock, whichever is greater; and


                                       25
<PAGE>   27

            (9) all references to the date the Securities were originally issued
      shall refer to the date the Initial Securities were originally issued.

                                    ARTICLE 2

                                 The Securities

            SECTION 2.01. Form and Dating. Provisions relating to the Initial
Securities, the Private Exchange Securities and the Exchange Securities are set
forth in the Rule l44A/Regulation S Appendix attached hereto (the "Appendix")
which is hereby incorporated in and expressly made part of this Indenture. The
Initial Securities and the Trustee's certificate of authentication shall be
substantially in the form of Exhibit 1 to the Appendix, which is hereby
incorporated in and expressly made a part of this Indenture. The Exchange
Securities, the Private Exchange Securities and the Trustee's certificate of
authentication shall be substantially in the form of Exhibit A, which is hereby
incorporated in and expressly made a part of this Indenture. The Securities may
have notations, legends or endorsements (including the Guaranty) required by
law, stock exchange rule, agreements to which Issuer is subject, if any, or
usage (provided that any such notation, legend or endorsement is in a form
acceptable to Parent or Issuer). Each Security shall be dated the date of its
authentication.

            SECTION 2.02. (a) Execution and Authentication. Two Officers shall
sign the Securities for the Issuer by manual or facsimile signature. The
Issuer's seal shall be impressed, affixed, imprinted or reproduced on the
Securities and may be in facsimile form.

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

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

            The Trustee shall authenticate and deliver Securities for original
issue in an aggregate principal amount of $200,000,000, upon a written order of
Issuer signed by two Officers or by an Officer and either an Assistant Treasurer
or an Assistant Secretary of Issuer. Such order shall specify the amount of the
Securities to be authenticated and the date on which the original issue of
Securities is to be authenticated.

            The Trustee may appoint an authenticating agent reasonably
acceptable to Issuer to authenticate the Securities. Unless limited by the terms
of such appointment, an authenticating agent may authenticate Securities
whenever the Trustee may do so. Each reference in this Indenture to
authentication by the Trustee includes authentication by such agent. An
authenticating agent has the same rights as any Registrar, Paying Agent or agent
for service of notices and demands.

            (b) Subject to compliance with Section 4.03 of this Indenture,
Issuer is permitted to issue more Securities after the Issue Date ("Additional
Securities") under


                                       26
<PAGE>   28

this Indenture in an unlimited amount. The Initial Securities, the Exchange
Securities and any Additional Securities subsequently issued under this
Indenture would be treated as a single class for all purposes under this
Indenture, including, without limitation, waivers, amendments, redemptions and
offers to purchase.

            SECTION 2.03. Registrar and Paying Agent. Issuer shall maintain an
office or agency where Securities may be presented for registration of transfer
or for exchange (the "Registrar") and an office or agency where Securities may
be presented for payment (the "Paying Agent"). The Registrar shall keep a
register of the Securities and of their transfer and exchange.

            Issuer may have one or more co-registrars and one or more additional
paying agents. The term "Paying Agent" includes any additional paying agent.

            The Issuer shall enter into an appropriate agency agreement with any
Registrar, Paying Agent or co-registrar not a party to this Indenture, which
shall incorporate the terms of the TIA. The agreement shall implement the
provisions of this Indenture that relate to such agent. Issuer shall notify the
Trustee of the name and address of any such agent. If Issuer fails to maintain a
Registrar or Paying Agent, the Trustee shall act as such and shall be entitled
to appropriate compensation therefor pursuant to Section 7.07. Parent, Issuer or
any of their domestically incorporated Wholly Owned Subsidiaries may act as
Paying Agent, Registrar, co-registrar or transfer agent.

            Issuer initially appoints The Bank of New York as Registrar and
Paying Agent in connection with the Securities.

            SECTION 2.04. Paying Agent To Hold Money in Trust. Prior to each due
date of the principal and interest on any Security, Issuer shall deposit with
the Paying Agent a sum sufficient to pay such principal and interest when so
becoming due. Issuer shall require each Paying Agent (other than the Trustee) to
agree in writing that the Paying Agent shall hold in trust for the benefit of
Securityholders or the Trustee all money held by the Paying Agent for the
payment of principal of or interest on the Securities and shall notify the
Trustee of any default by Issuer in making any such payment. If the Issuer,
Parent or a Subsidiary acts as Paying Agent, it shall segregate the money held
by it as Paying Agent and hold it as a separate trust fund. Issuer at any time
may require a Paying Agent to pay all money held by it to the Trustee and to
account for any funds disbursed by the Paying Agent. Upon complying with this
Section, the Paying Agent shall have no further liability for the money
delivered to the Trustee.

            SECTION 2.05. Securityholder Lists. The Trustee shall preserve in as
current a form as is reasonably practicable the most recent list available to it
of the names and addresses of Securityholders. If the Trustee is not the
Registrar, Issuer shall furnish to the Trustee, in writing at least five
Business Days before each interest payment date and at such other times as the
Trustee may request in writing, a list in such form and as of such date as the
Trustee may reasonably require of the names and addresses of Securityholders.


                                       27
<PAGE>   29

            SECTION 2.06. Transfer and Exchange. The Securities shall be issued
in registered form and shall be transferable only upon the surrender of a
Security for registration of transfer. When a Security is presented to the
Registrar or a co-registrar with a request to register a transfer, the Registrar
shall register the transfer as requested if the requirements of Section 8-401(1)
of the Uniform Commercial Code are met. When Securities are presented to the
Registrar or a co-registrar with a request to exchange them for an equal
principal amount of Securities of other denominations, the Registrar shall make
the exchange as requested if the same requirements are met. To permit
registration of transfers and exchanges, Issuer shall execute and the Trustee
shall authenticate Securities at the Registrar's or co-registrar's request.
Issuer may require payment of a sum sufficient to pay all taxes, assessments or
other governmental charges in connection with any transfer or exchange pursuant
to this Section. Issuer shall not be required to make and the Registrar need not
register transfers or exchanges of Securities selected for redemption (except,
in the case of Securities to be redeemed in part, the portion thereof not to be
redeemed) or any Securities for a period of 15 days before the mailing of
Securities to be redeemed or 15 days before an interest payment date.

            Prior to the due presentation for registration of transfer of any
Security, Issuer, the Trustee, the Paying Agent, the Registrar or any
co-registrar may deem and treat the person in whose name a Security is
registered as the absolute owner of such Security for the purpose of receiving
payment of principal of and interest on such Security and for all other purposes
whatsoever, whether or not such Security is overdue, and none of Issuer, the
Trustee, the Paying Agent, the Registrar or any co-registrar shall be affected
by notice to the contrary.

            All Securities issued upon any transfer or exchange pursuant to the
terms of this Indenture shall evidence the same debt and shall be entitled to
the same benefits under this Indenture as the Securities surrendered upon such
transfer or exchange.

            SECTION 2.07. Replacement Securities. If a mutilated Security is
surrendered to the Registrar or if the Holder of a Security claims that the
Security has been lost, destroyed or wrongfully taken, Issuer shall issue and
the Trustee shall authenticate a replacement Security if the requirements of
Section 8-405 of the Uniform Commercial Code are met and the Holder satisfies
any other reasonable requirements of the Trustee. Such Holder shall furnish an
indemnity bond sufficient in the judgment of Issuer and the Trustee to protect
the Issuer, the Trustee, the Paying Agent, the Registrar and any co-registrar
from any loss which any of them may suffer if a Security is replaced. Issuer and
the Trustee may charge the Holder for their expenses in replacing a Security.

            Every replacement Security is an additional obligation of Issuer.

            SECTION 2.08. Outstanding Securities. Securities outstanding at any
time are all Securities authenticated by the Trustee except for those canceled
by it, those delivered to it for cancellation and those described in this
Section as not outstanding. A Security does not cease to be outstanding because
Issuer or an Affiliate of Issuer holds the Security.


                                       28
<PAGE>   30

            If a Security is replaced pursuant to Section 2.07, it ceases to be
outstanding unless the Trustee and Issuer receive proof satisfactory to them
that the replaced Security is held by a bona fide purchaser.

            If the Paying Agent segregates and holds in trust, in accordance
with this Indenture, on a redemption date or maturity date money sufficient to
pay all principal and interest payable on that date with respect to the
Securities (or portions thereof) to be redeemed or maturing, as the case may be,
and the Paying Agent is not prohibited from paying such money to the
Securityholders on that date pursuant to the terms of this Indenture, then on
and after that date such Securities (or portions thereof) cease to be
outstanding and interest on them ceases to accrue.

            SECTION 2.09. Temporary Securities. Until definitive Securities are
ready for delivery, Issuer may prepare and the Trustee shall authenticate
temporary Securities. Temporary Securities shall be substantially in the form of
definitive Securities but may have variations that Issuer considers appropriate
for temporary Securities. Without unreasonable delay, Issuer shall prepare and
the Trustee shall authenticate definitive Securities and deliver them in
exchange for temporary Securities.

            SECTION 2.10. Cancellation. Issuer at any time may deliver
Securities to the Trustee for cancellation. The Registrar and the Paying Agent
shall forward to the Trustee any Securities surrendered to them for registration
of transfer, exchange or payment. The Trustee and no one else shall cancel and
destroy (subject to the record retention requirements of the Exchange Act) all
Securities surrendered for registration of transfer, exchange, payment or
cancellation and deliver a certificate of such destruction to Issuer unless
Issuer directs the Trustee to deliver canceled Securities to Issuer. Issuer may
not issue new Securities to replace Securities it has redeemed, paid or
delivered to the Trustee for cancellation.

            SECTION 2.11. Defaulted Interest. If Issuer defaults in a payment of
interest on the Securities, Issuer shall pay defaulted interest (plus interest
on such defaulted interest to the extent lawful) in any lawful manner. Issuer
may pay the defaulted interest to the persons who are Securityholders on a
subsequent special record date. Issuer shall fix or cause to be fixed any such
special record date and payment date to the reasonable satisfaction of the
Trustee and shall promptly mail to each Securityholder a notice that states the
special record date, the payment date and the amount of defaulted interest to be
paid.

            SECTION 2.12. CUSIP Numbers. Issuer in issuing the Securities may
use "CUSIP" numbers (if then generally in use) and, if so, the Trustee shall use
"CUSIP" numbers in notices of redemption as a convenience to Holders; provided,
however, that any such notice may state that no representation is made as to the
correctness of such numbers either as printed on the Securities or as contained
in any notice of a redemption and that reliance may be placed only on the other
identification numbers printed on the Securities, and any such redemption shall
not be affected by any defect in or omission of such numbers.


                                       29
<PAGE>   31

                                    ARTICLE 3

                                   Redemption

            SECTION 3.01. Notices to Trustee. If Issuer elects to redeem
Securities pursuant to paragraph 5 of the Securities, it shall notify the
Trustee in writing of the redemption date, the principal amount of Securities to
be redeemed and the paragraph of the Securities pursuant to which the redemption
will occur.

            Issuer shall give each notice to the Trustee provided for in this
Section at least 60 days before the redemption date unless the Trustee consents
to a shorter period. Such notice shall be accompanied by an Officers'
Certificate and an Opinion of Counsel from Issuer to the effect that such
redemption will comply with the conditions herein.

            SECTION 3.02. Selection of Securities To Be Redeemed. If fewer than
all the Securities are to be redeemed, the Trustee shall select the Securities
to be redeemed pro rata or by lot or by a method that complies with applicable
legal and securities exchange requirements, if any, and that the Trustee in its
sole discretion shall deem to be fair and appropriate and in accordance with
methods generally used at the time of selection by fiduciaries in similar
circumstances. The Trustee shall make the selection from outstanding Securities
not previously called for redemption. The Trustee may select for redemption
portions of the principal of Securities that have denominations larger than
$1,000. Securities and portions of them the Trustee selects shall be in amounts
of $l,000 or a whole multiple of $1,000. Provisions of this Indenture that apply
to Securities called for redemption also apply to portions of Securities called
for redemption.

            The Trustee shall notify Issuer promptly of the Securities or
portions of Securities to be redeemed.

            SECTION 3.03. Notice of Redemption. At least 30 days but not more
than 60 days before a date for redemption of Securities, Issuer shall mail a
notice of redemption by first-class mail to each Holder of Securities to be
redeemed at such Holder's registered address. The notice shall identify the
Securities to be redeemed and shall state (including CUSIP numbers):

            (1) the redemption date;

            (2) the redemption price;

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

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

            (5) if fewer than all the outstanding Securities are to be redeemed,
      the identification and principal amounts of the particular Securities to
      be redeemed;


                                       30
<PAGE>   32

            (6) that, unless Issuer defaults in making such redemption payment
      or the Paying Agent is prohibited from making such payment pursuant to the
      terms of this Indenture, interest on Securities (or portion thereof)
      called for redemption ceases to accrue on and after the redemption date;
      and

            (7) 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
      Securities.

            At Issuer's request, the Trustee shall give the notice of redemption
in Issuer's name and at Issuer's expense. In such event, Issuer shall provide
the Trustee with the information required by this Section.

            SECTION 3.04. Effect of Notice of Redemption. Once notice of
redemption is mailed, Securities called for redemption become due and payable on
the redemption date and at the redemption price stated in the notice. Upon
surrender to the Paying Agent, such Securities shall be paid at the redemption
price stated in the notice, plus accrued interest to the redemption date
(subject to the right of Holders of record on the relevant record date to
receive interest due on the related interest payment date). Failure to give
notice or any defect in the notice to any Holder shall not affect the validity
of the notice to any other Holder.

            SECTION 3.05. Deposit of Redemption Price. Prior to the redemption
date, Issuer shall deposit with the Paying Agent (or, if Issuer or a Subsidiary
of Issuer is the Paying Agent, shall segregate and hold in trust) money
sufficient to pay the redemption price of and accrued interest on all Securities
to be redeemed on that date other than Securities or portions of Securities
called for redemption which have been delivered by Issuer to the Trustee for
cancellation.

            SECTION 3.06. Securities Redeemed in Part. Upon surrender of a
Security that is redeemed in part, Issuer shall execute and the Trustee shall
authenticate for the Holder (at Issuer's expense) a new Security equal in
principal amount to the unredeemed portion of the Security surrendered.

                                    ARTICLE 4

                                    Covenants

            SECTION 4.01. Payment of Securities. The Issuer shall promptly pay
the principal of and interest on the Securities on the dates and in the manner
provided in the Securities and in this Indenture. Principal and interest shall
be considered paid on the date due if on such date the Trustee or the Paying
Agent holds in accordance with this Indenture money sufficient to pay all
principal and interest then due and the Trustee or the Paying Agent, as the case
may be, is not prohibited from paying such money to the Securityholders on that
date pursuant to the terms of this Indenture.

            The Issuer shall pay interest on overdue principal at the rate
specified therefor in the Securities, and it shall pay interest on overdue
installments of interest at the same rate to the extent lawful.


                                       31
<PAGE>   33

            SECTION 4.02. SEC Reports. Notwithstanding that neither Parent nor
Issuer may be subject to the reporting requirements of Sections 13 or 15(d) of
the Exchange Act, Parent or Issuer shall file with the SEC (to the extent the
SEC will accept the same for filing) and provide to the Trustee and
Securityholders at the times specified for the filing of such information,
documents and reports under such Sections with such annual reports and such
information, documents and other reports as are specified in Sections 13 and
15(d) of the Exchange Act and applicable to a U.S. corporation subject to such
Sections. In addition, so long as any of the Securities are outstanding, Parent
and Issuer will make available to any prospective purchaser of Securities or
beneficial owner thereof (upon written request to Parent or WCI) in connection
with any sales thereof the information required by Rule 144A(d)(4) under the
Securities Act.

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

            SECTION 4.03. Limitation on Indebtedness. (a) Each of Parent and
Issuer shall not, and shall not permit any of their respective Restricted
Subsidiaries to, Incur, directly or indirectly, any Indebtedness; provided,
however, that Parent and Issuer may Incur Indebtedness if, on the date of such
Incurrence and after giving effect thereto on a pro forma basis no Default has
occurred and is continuing and the Consolidated Coverage Ratio exceeds 2.00 to
1.

            (b) Notwithstanding the foregoing paragraph (a), so long as no
Default has occurred and is continuing, (i) Parent and Issuer shall be entitled
to incur any or all of the following Indebtedness, (ii) their respective Wholly
Owned Subsidiaries shall be entitled to Incur any of the Indebtedness described
in clause (2) below and (iii) their respective Restricted Subsidiaries
(including Restricted Subsidiaries that are Wholly Owned Subsidiaries) shall be
entitled to Incur any of the Indebtedness described in clause (5) below and,
with respect to the Securities or Additional Securities only, clause (8) below:

            (1) Indebtedness Incurred pursuant to the Senior Credit Facilities
      (including Guarantees); provided, however, that, after giving effect to
      any such Incurrence, the aggregate principal amount of such Indebtedness
      then outstanding does not exceed the greater of: (x) $10,000,000 and (y)
      the sum of(A) 60% of the book value of the inventory of Parent, Issuer and
      their Restricted Subsidiaries plus (B) 85% of the book value of the
      accounts receivable of Parent, Issuer and their Restricted Subsidiaries,
      in each case determined on a consolidated basis; less the sum of all
      permanent repayments theretofore made with respect to such Indebtedness
      made pursuant to Section 4.06;

            (2) Indebtedness owed to and held by Parent, Issuer or any of their
      respective Wholly Owned Subsidiaries; provided, however, that (A) any


                                       32
<PAGE>   34

      subsequent issuance or transfer of any Capital Stock which results in any
      such Wholly Owned Subsidiary ceasing to be a Wholly Owned Subsidiary or
      any subsequent transfer of such Indebtedness (other than to Parent, Issuer
      or any of their respective Wholly Owned Subsidiaries) shall be deemed, in
      each case, to constitute the Incurrence of such Indebtedness by the
      obligor thereon (and shall not be deemed to be permitted by this clause
      (2)); and (B) if Parent or Issuer is the obligor on such Indebtedness,
      such Indebtedness is expressly subordinated to the prior payment in full
      in cash of all obligations with respect to the Securities;

            (3) the Securities (other than any Additional Securities);

            (4) Indebtedness outstanding on the Issue Date (other than
      Indebtedness described in clause (1), (2) or (3) of this Section 4.03(b))
      and listed on Schedule A hereto;

            (5) Indebtedness of a domestic Restricted Subsidiary Incurred and
      outstanding on or prior to the date on which (x) such Subsidiary was
      acquired by Parent, Issuer or a Restricted Subsidiary (other than
      Indebtedness Incurred in connection with, or to provide all or any portion
      of the funds or credit support utilized to consummate, the transaction or
      series of related transactions pursuant to which such Subsidiary became a
      Subsidiary or was acquired by Parent, WCI or a Restricted Subsidiary) or
      such Subsidiary was designated a Restricted Subsidiary or (y) such
      Subsidiary was designated a Restricted Subsidiary; provided, however, that
      on the date of such acquisition and after giving pro forma effect thereto,
      Parent or Issuer would have been able to Incur at least $1.00 of
      additional Indebtedness pursuant to Section 4.03(a);

            (6) Refinancing Indebtedness in respect of Indebtedness Incurred
      pursuant to Section 4.03(a) or pursuant to clause (3), (4) or (5) of this
      Section 4.03(b) or this clause (6); provided, however, that to the extent
      such Refinancing Indebtedness directly or indirectly Refinances
      Indebtedness of a Subsidiary Incurred pursuant to clause (5), such
      Refinancing Indebtedness shall be Incurred only by such Subsidiary;

            (7) Hedging Obligations consisting of Interest Rate Agreements
      directly related to Indebtedness permitted to be Incurred by such Person
      pursuant to this Indenture;

            (8) Indebtedness consisting of the Guaranty of the Securities by a
      Guarantor and any Guarantee by a Guarantor of Indebtedness Incurred
      pursuant to Section 4.03(a) or pursuant to clause (1), (2), (3), (4), (6)
      or (9) of this Section 4.03(b); and

            (9) Indebtedness of Parent or Issuer in an aggregate principal
      amount which, when taken together with all other Indebtedness of Parent or
      Issuer, respectively, outstanding on the date of such Incurrence (other
      than Indebtedness


                                       33
<PAGE>   35

      permitted by clauses (1) through (7) of this Section 4.03(b)) does not
      exceed $20,000,000.

            (c) Notwithstanding the foregoing, none of Parent, Issuer or any
other Guarantor shall Incur any Indebtedness pursuant to Section 4.03(b) if the
proceeds thereof are used, directly or indirectly, to Refinance any Subordinated
Obligations of Parent, Issuer or any other Guarantor unless such Indebtedness
shall be subordinated to the Securities or the applicable Guaranty to at least
the same extent as such Subordinated Obligations.

            (d) For purposes of determining compliance with this Section 4.03,
(i) in the event that an item of Indebtedness meets the criteria of more than
one of the types of Indebtedness described above, Issuer, in its sole
discretion, will classify such item of Indebtedness at the time of Incurrence
and only be required to include the amount and type of such Indebtedness in one
of the above clauses and (ii) Issuer shall be entitled to divide and classify an
item of Indebtedness in more than one of the types of Indebtedness described
herein.

            (e) For purposes of determining compliance with any U.S. dollar
denominated restriction on the Incurrence of Indebtedness where the Indebtedness
Incurred is denominated in a different currency, the amount of such Indebtedness
shall be the U.S. Dollar Equivalent determined on the date of the Incurrence of
such Indebtedness. provided, however, that if any such Indebtedness denominated
in a different currency is subject to a Currency Agreement with respect to U.S.
dollars covering all principal, premium, if any, and interest payable on such
Indebtedness, the amount of such Indebtedness expressed in U.S. dollars shall be
as provided in such Currency Agreement. The principal amount of any Refinancing
Indebtedness Incurred in the same currency as the Indebtedness being Refinanced
shall be the U.S. Dollar Equivalent of the Indebtedness Refinanced, except to
the extent that (i) such U.S. Dollar Equivalent was determined based on a
Currency Agreement, in which case the Refinancing Indebtedness shall be
determined in accordance with the preceding sentence, and (ii) the principal
amount of the Refinancing Indebtedness exceeds the principal amount of the
Indebtedness being Refinanced, in which case the U.S. Dollar Equivalent of such
excess shall be determined on the date such Refinancing Indebtedness is
Incurred.

            SECTION 4.04. Limitation on Restricted Payments. (a) Each of Parent
and Issuer shall not, and shall not permit any of their respective Restricted
Subsidiaries, directly or indirectly, to make a Restricted Payment if at the
time Parent, Issuer or a Restricted Subsidiary makes such Restricted Payment:

            (1) a Default shall have occurred and be continuing (or would result
      therefrom);

            (2) Parent is not able to Incur an additional $1.00 of Indebtedness
      under Section 4.03(a); or


                                       34
<PAGE>   36

            (3) the aggregate amount of such Restricted Payment and all other
      Restricted Payments since the Issue Date would exceed the sum of(without
      duplication):

                  (A) 50% of the Consolidated Net Income accrued during the
            period (treated as one accounting period) from the beginning of the
            fiscal quarter immediately following the fiscal quarter during which
            the Issue Date occurs to the end of the most recent fiscal quarter
            prior to the date of such Restricted Payment for which financial
            statements have either been included in a report filed with the SEC
            or filed with the Trustee (or, in case such Consolidated Net Income
            shall be a deficit, minus 100% of such deficit); plus

                  (B) 100% of the aggregate Net Cash Proceeds received by Parent
            from the issuance or sale of its Capital Stock (other than
            Disqualified Stock) subsequent to the Issue Date (other than an
            issuance or sale to a Subsidiary of Parent and other than an
            issuance or sale to an employee stock ownership plan or to a trust
            established by Parent or any of its Subsidiaries for the benefit of
            their employees) and 100% of any cash contribution to the equity of
            Parent subsequent to the Issue Date; plus

                  (C) 100% of the aggregate Net Cash Proceeds received by Parent
            from the issue, sale or exercise of its Capital Stock (other than
            Disqualified Stock) to or by an employee stock ownership plan
            subsequent to the Issue Date; provided, however, that if such
            employee stock ownership plan Incurs any Indebtedness to finance the
            purchase or exercise of such Capital Stock, such Net Cash Proceeds
            shall be included only to the extent that any such proceeds are
            equal to any increase in the Consolidated Net Worth resulting from
            principal repayments made by such employee stock ownership plan with
            respect to Indebtedness Incurred by it to finance the purchase or
            exercise of such Capital Stock; plus

                  (D) the amount by which Indebtedness of Parent is reduced on
            Parent's balance sheet, upon the conversion or exchange (other than
            by a Subsidiary of Parent) subsequent to the Issue Date of any
            Indebtedness of Parent convertible or exchangeable for Capital Stock
            (other than Disqualified Stock) of Parent (less the amount of any
            cash, or the fair value of any other property, distributed by Parent
            upon such conversion or exchange); plus

                  (E) an amount equal to the sum of(x) the net reduction in
            Investments (other than Permitted Investments) made by Parent or
            Issuer or any Restricted Subsidiary in any Person resulting from
            repurchases, repayments or redemptions of such Investments by such
            Person, proceeds realized on the sale of such Investment, proceeds
            representing the return of capital (excluding dividends and
            distributions), in each case received by Parent, Issuer or any
            Restricted Subsidiary, and (y) to the extent such


                                       35
<PAGE>   37

            Person is an Unrestricted Subsidiary, the portion (proportionate to
            Parent's or Issuer's equity interest in such Subsidiary, as
            appropriate) of the fair market value of the net assets of such
            Unrestricted Subsidiary at the time such Unrestricted Subsidiary is
            designated a Restricted Subsidiary; provided, however, that the
            foregoing sum shall not exceed, in the case of any such Person or
            Unrestricted Subsidiary, the amount of Investments (excluding
            Permitted Investments) previously made (and treated as a Restricted
            Payment) by Parent, Issuer or any Restricted Subsidiary in such
            Person or Unrestricted Subsidiary; plus

                  (F) $1,000,000.

            (b) The provisions of Section 4.04(a) shall not prohibit:

            (i) any Restricted Payment (other than a Restricted Payment
      described in clause (i) of the definition of "Restricted Payment" set
      forth in Section 1.01) made out of the Net Cash Proceeds of the
      substantially concurrent sale of, or made by exchange for, Capital Stock
      of Parent (other than Disqualified Stock and other than Capital Stock
      issued or sold to a Subsidiary of Parent or an employee stock ownership
      plan or to a trust established by Parent or any of its Subsidiaries for
      the benefit of their employees) or a substantially concurrent cash
      contribution to the equity of Parent; provided, however, that (A) such
      Restricted Payment shall be excluded in the calculation of the amount of
      Restricted Payments and (B) the Net Cash Proceeds from such sale or such
      capital contribution (to the extent so used for such Restricted Payment)
      shall be excluded from the calculation of amounts under clause (3)(B) of
      Section 4.04(a);

            (ii) any purchase, repurchase, redemption, defeasance or other
      acquisition or retirement for value of Subordinated Obligations made by
      exchange for, or out of the proceeds of the substantially concurrent sale
      of, Indebtedness which is permitted to be Incurred pursuant to Section
      4.03(b)(6); provided, however, that such purchase, repurchase, redemption,
      defeasance or other acquisition or retirement for value shall be excluded
      in the calculation of the amount of Restricted Payments;

            (iii) dividends paid within 60 days after the date of declaration
      thereof if at such date of declaration such dividend would have complied
      with this Section 4.04; provided, however, that at the time of payment of
      such dividend, no other Default shall have occurred and be continuing (or
      result therefrom); provided further, however, that such dividend shall be
      included in the calculation of the amount of Restricted Payments;

            (iv) any purchase, redemption, defeasance or other acquisition or
      retirement for value of Subordinated Obligations upon a change of control
      of Parent or an asset disposition as defined in, and to the extent
      required by, this Indenture or other agreement pursuant to which such
      Subordinated Obligations were issued, but only if Parent, in the case of
      an asset disposition that qualifies as


                                       36
<PAGE>   38

      an "Asset Disposition," has applied the Net Available Cash from such Asset
      Disposition in accordance with Section 4.06 or, in the case of a
      transaction that constitutes a "Change of Control," has complied with
      Section 4.12; or

            (v) any purchase, redemption or other acquisition or retirement for
      value of Issuer's remaining outstanding senior subordinated discount notes
      due 2001.

            SECTION 4.05. Limitation on Restrictions on Distributions from
Restricted Subsidiaries. Parent and Issuer shall not, and shall not permit any
of their respective Restricted Subsidiaries to, create or otherwise cause or
permit to exist or become effective any consensual encumbrance or restriction on
the ability of any Restricted Subsidiary to (a) pay dividends or make any other
distributions on its Capital Stock to Parent, Issuer or a Restricted Subsidiary
or pay any Indebtedness owed to Parent, Issuer or any Restricted Subsidiary, (b)
make any loans or advances to Parent or Issuer or (c) transfer any of its
property or assets to Parent or Issuer, except:

            (i) any encumbrance or restriction pursuant to this Indenture hereto
      or pursuant to an agreement in effect at or entered into on the Issue
      Date, and listed on Schedule B to this Indenture;

            (ii) any encumbrance or restriction with respect to a Restricted
      Subsidiary pursuant to an agreement relating to any Indebtedness Incurred
      by such Restricted Subsidiary prior to the date on which such Restricted
      Subsidiary was acquired by Parent or Issuer (other than Indebtedness
      Incurred as consideration in, or to provide all or any portion of the
      funds or credit support utilized to consummate, the transaction or series
      of related transactions pursuant to which such Restricted Subsidiary
      became a Restricted Subsidiary or was acquired by Parent or Issuer) and
      outstanding on such date;

            (iii) any encumbrance or restriction pursuant to an agreement
      effecting a Refinancing of Indebtedness Incurred pursuant to an agreement
      referred to in clause (i) or (ii) of this Section 4.05 or this clause
      (iii) or contained in any amendment to an agreement referred to in clause
      (i) or (ii) of this Section 4.05 or this clause (iii); provided, however,
      that the encumbrances and restrictions with respect to such Restricted
      Subsidiary contained in any such refinancing agreement or amendment are no
      less favorable to the Securityholders than encumbrances and restrictions
      with respect to such Restricted Subsidiary contained in such predecessor
      agreements;

            (iv) any such encumbrance or restriction consisting of customary
      nonassignment provisions in leases governing leasehold interests to the
      extent such provisions restrict the transfer of the lease or the property
      leased thereunder;

            (v) in the case of clause (c) above, restrictions contained in
      security agreements or mortgages securing Indebtedness of a Restricted
      Subsidiary


                                       37
<PAGE>   39

      permitted under this Indenture to the extent such restrictions restrict
      the transfer of the property subject to such security agreements or
      mortgages; and

            (vi) any restriction with respect to a Restricted Subsidiary imposed
      pursuant to an agreement entered into for the sale or disposition of all
      or substantially all the Capital Stock or assets of such Restricted
      Subsidiary pending the closing of such sale or disposition.

            SECTION 4.06. Limitation on Sales of Assets and Subsidiary Stock.
(a) Parent and Issuer shall not, and shall not permit any of their respective
Restricted Subsidiaries to, directly or indirectly, consummate any Asset
Disposition unless:

            (i) Parent, Issuer or such Restricted Subsidiary receives
      consideration at the time of such Asset Disposition at least equal to the
      fair market value (including as to the value of all non-cash
      consideration), as determined in good faith by the applicable Board of
      Directors, of the shares and assets subject to such Asset Disposition;

            (ii) in the case of any Asset Disposition, including a license of
      rights, (1) at least 80% of the consideration thereof received by Parent,
      Issuer or such Restricted Subsidiary is in the form of cash or cash
      equivalents or (2) in the case only of license of rights, if after giving
      pro forma effect thereto, either (x) Parent and Issuer are able to Incur
      an additional $1 .00 of Indebtedness under Section 4.03(a); or (y)(A) the
      Consolidated Coverage Ratio improves after giving effect to the
      transaction and (B) the aggregate book value of Issuer's assets that are
      subject to licensing of rights made in reliance upon this clause (2)(y)
      does not exceed 10% of Parent's consolidated total assets as of the end of
      the most recent fiscal quarter for which financial statements have been
      either included in a report filed with the SEC or filed with the Trustee;
      and

            (iii) an amount equal to 100% of the Net Available Cash from such
      Asset Disposition is applied by Parent, Issuer or such Restricted
      Subsidiary, as the case may be:

                  (A) first, to the extent Parent or Issuer elects (or is
            required by the terms of any Indebtedness), to prepay, repay, redeem
            or purchase Senior Indebtedness or Indebtedness (other than any
            Disqualified Stock) of a Wholly Owned Subsidiary (in each case other
            than Indebtedness owed to Parent, Issuer or any other Affiliate of
            Parent or Issuer) within one year from the later of the date of such
            Asset Disposition or the receipt of such Net Available Cash;

                  (B) second, to the extent of the balance of such Net Available
            Cash after application in accordance with clause (A), to the extent
            Parent or Issuer elects, to acquire Additional Assets within one
            year from the later of the date of such Asset Disposition or the
            receipt of such Net Available Cash; and


                                       38
<PAGE>   40

                  (C) third, to the extent of the balance of such Net Available
            Cash after application in accordance with clauses (A) and (B), to
            make an Offer to the holders of the Securities (and to holders of
            other Senior Indebtedness designated by Parent or Issuer) to
            purchase Securities (and such other Senior Indebtedness) pursuant to
            and subject to the conditions of Section 4.06(b);

provided, however, that in connection with any prepayment, repayment or purchase
of Indebtedness pursuant to clause (A) or (C) above, Parent, Issuer or such
Restricted Subsidiary shall permanently retire such Indebtedness and shall cause
the related loan commitment (if any) to be permanently reduced in an amount
equal to the principal amount so prepaid, repaid or purchased.

            Notwithstanding the foregoing provisions of this Section 4.06,
Parent, Issuer and the Restricted Subsidiaries shall not be required to apply
any Net Available Cash in accordance with this Section 4.06(a) except to the
extent that the aggregate Net Available Cash from all Asset Dispositions which
are not applied in accordance with this Section 4.06(a) exceeds $5,000,000.
Pending application of Net Available Cash pursuant to this Section 4.06(a), such
Net Available Cash shall be invested in Temporary Cash Investments or applied to
temporarily reduce revolving credit indebtedness.

            For the purposes of this Section 4.06, the following are deemed to
be cash or cash equivalents: (x) the assumption of Indebtedness of Parent,
Issuer or any Restricted Subsidiary and the release of Parent, Issuer or such
Restricted Subsidiary from all liability on such Indebtedness in connection with
such Asset Disposition; and (y) securities received by Parent, Issuer or any
Restricted Subsidiary from the transferee that are promptly converted by Parent,
Issuer or such Restricted Subsidiary into cash.

            To the extent that any or all of the Net Available Cash of any
Foreign Asset Sale is prohibited or delayed by applicable local law from being
repatriated to the United States, the portion of such Net Available Cash so
affected shall not be required to be applied at the time provided above, but may
be retained by the applicable Restricted Subsidiary so long, but only so long,
as the applicable local law shall not permit repatriation to the United States
(Parent or Issuer shall, subject to the following paragraph, promptly take or
cause the applicable Restricted Subsidiary to promptly take all actions within
their respective control by the applicable local law to permit such
repatriation). Once such repatriation of any of such affected Net Available Cash
is permitted under the applicable local law, such repatriation shall be
immediately effected and such repatriated Net Available Cash shall be applied in
the manner set forth in this Section 4.06 as if such Asset Disposition had
occurred on the date of such repatriation.

            To the extent that the Board of Directors determines, in good faith,
that repatriation of any or all of the Net Available Cash of any Foreign Asset
Sale would have an adverse tax or other consequence to Parent or Issuer, the Net
Available Cash so affected may be retained outside of the United States for so
long as such adverse tax or other consequence would continue. Such determination
shall be reevaluated by the Board of Directors on an annual basis.


                                       39
<PAGE>   41

            (b) In the event of an Asset Disposition that requires the purchase
of Securities (and other Senior Indebtedness) pursuant to Section
4.06(a)(iii)(C), Issuer shall be required to purchase Securities tendered
pursuant to an offer by Issuer for the Securities (and other Senior
Indebtedness) (the "Offer") at a purchase price of 100% of their principal
amount (or, in the event such other Senior Indebtedness was issued with
significant original issue discount, 100% of the accreted value thereof) without
premium plus accrued but unpaid interest (or, in respect of such other Senior
Indebtedness, such lesser price, if any, as may be provided for by the terms of
such Senior Indebtedness) in accordance with the procedures (including
prorationing in the event of oversubscription) set forth in Section 4.06(c). If
the aggregate purchase price of Securities (and any other Senior Indebtedness)
tendered pursuant to the Offer is less than the Net Available Cash allotted to
the purchase thereof, Issuer shall be required to apply the remaining Net
Available Cash in accordance with Section 4.06(a)(iii)(D). Issuer shall not be
required to make an Offer to purchase Securities (and other Senior Indebtedness)
pursuant to this Section 4.06 if the Net Available Cash available therefor is
less than $5,000,000 (which lesser amount shall be carried forward for purposes
of determining whether such an Offer is required with respect to the Net
Available Cash from any subsequent Asset Disposition).

            (c) (1) Promptly, and in any event within 10 days after Issuer
becomes obligated to make an Offer, Issuer shall be obligated to deliver to the
Trustee and send, by first-class mail to each Holder, a written notice stating
that the Holder may elect to have his Securities purchased by Issuer either in
whole or in part (subject to prorating as hereinafter described in the event the
Offer is oversubscribed) in integral multiples of $1,000 of principal amount, at
the applicable purchase price. The notice shall specify a purchase date not less
than 30 days nor more than 60 days after the date of such notice (the "Purchase
Date") and shall contain such information concerning the business of Issuer
which Issuer in good faith believes will enable such Holders to make an informed
decision (which at a minimum shall include (i) the most recently filed Annual
Report on Form 10-K (including audited consolidated financial statements) of
Issuer or Parent, the most recent subsequently filed Quarterly Report on Form
I0-Q and any Current Report on Form 8-K of Issuer or Parent filed subsequent to
such Quarterly Report, other than Current Reports describing Asset Dispositions
otherwise described in the offering materials (or corresponding successor
reports), (ii) a description of material developments in Issuer's business
subsequent to the date of the latest of such Reports and (iii) if material,
appropriate pro forma financial information) and all instructions and materials
necessary to tender Securities pursuant to the Offer, together with the
information contained in clause (3).

            (2) Not later than the date upon which written notice of an Offer is
delivered to the Trustee as provided below, Issuer shall deliver to the Trustee
an Officers' Certificate as to (i) the amount of the Offer (the "Offer Amount"),
(ii) the allocation of the Net Available Cash from the Asset Dispositions
pursuant to which such Offer is being made and (iii) the compliance of such
allocation with the provisions of Section 4.06(a). On such date, Issuer shall
also irrevocably deposit with the Trustee or with a paying agent (or, if Issuer
is acting as its own paying agent, segregate and hold in trust) in Temporary
Cash Investments, maturing on the last day prior to the Purchase Date or on the
Purchase


                                       40
<PAGE>   42

Date if funds are immediately available by open of business, an amount equal to
the Offer Amount to be held for payment in accordance with the provisions of
this Section. Upon the expiration of the period for which the Offer remains open
(the "Offer Period"), Issuer shall deliver to the Trustee for cancellation the
Securities or portions thereof which have been properly tendered to and are to
be accepted by Issuer. The Trustee shall, on the Purchase Date, mail or deliver
payment to each tendering Holder in the amount of the purchase price. In the
event that the aggregate purchase price of the Securities delivered by Issuer to
the Trustee is less than the Offer Amount applicable to the Securities, the
Trustee shall deliver the excess to Issuer immediately after the expiration of
the Offer Period for application in accordance with this Section.

            (3) Holders electing to have a Security purchased shall be required
to surrender the Security, with an appropriate form duly completed, to Issuer at
the address specified in the notice at least three Business Days prior to the
Purchase Date. Holders shall be entitled to withdraw their election if the
Trustee or Issuer receives not later than one Business Day prior to the Purchase
Date, a telex, facsimile transmission or letter setting forth the name of the
Holder, the principal amount of the Security which was delivered for purchase by
the Holder and a statement that such Holder is withdrawing his election to have
such Security purchased. If at the expiration of the Offer Period the aggregate
principal amount of Securities (and any other Senior Indebtedness included in
the Offer) surrendered by holders thereof exceeds the Offer Amount, Issuer shall
select the Securities and the other Senior Indebtedness to be purchased on a pro
rata basis (with such adjustments as may be deemed appropriate by Issuer so that
only Securities (and the other Senior Indebtedness) in denominations of $1,000,
or integral multiples thereof, shall be purchased). Holders whose Securities are
purchased only in part shall be issued new Securities equal in principal amount
to the unpurchased portion of the Securities surrendered.

            (4) At the time Issuer delivers Securities to the Trustee which are
to be accepted for purchase, Issuer shall also deliver an Officers' Certificate
stating that such Securities are to be accepted by Issuer pursuant to and in
accordance with the terms of this Section. A Security shall be deemed to have
been accepted for purchase at the time the Trustee, directly or through an
agent, mails or delivers payment therefor to the surrendering Holder.

            (d) Issuer shall comply, to the extent applicable, with the
requirements of Section 14(e) of the Exchange Act and any other securities laws
or regulations in connection with the repurchase of Securities pursuant to this
Section 4.06. To the extent that the provisions of any securities laws or
regulations conflict with provisions of this Section 4.06, Issuer shall comply
with the applicable securities laws and regulations and shall not be deemed to
have breached its obligations under this Section by virtue thereof.

            SECTION 4.07. Limitation on Affiliate Transactions. (a) Each of
Parent and Issuer shall not, and shall not permit their respective Restricted
Subsidiaries to, enter into or permit to exist any transaction or series of
transactions, involving aggregate consideration in excess of $25,000 (including
the purchase, sale, lease or exchange of any property, employee compensation
arrangements or the rendering of any


                                       41
<PAGE>   43

service) with, or for the benefit of, any Affiliate of Parent or Issuer (an
"Affiliate Transaction") unless:

            (i) the terms thereof are no less favorable to Parent or Issuer or
      such Restricted Subsidiary than those that could be obtained at the time
      of such transaction in arm's-length dealings with a Person who is not such
      an Affiliate;

            (ii) if such Affiliate Transaction involves an amount in excess of
      $1,000,000, (1) the terms thereof are set forth in writing and (2) a
      majority of the disinterested directors of Parent have determined in good
      faith that the criteria set forth in clause (i) of this Section 4.07(a)
      are satisfied and have approved the relevant Affiliate Transaction as
      evidenced by a Board Resolution; and

            (iii) if such Affiliate Transaction involves an amount in excess of
      $5,000,000, has been determined by an investment banking firm of national
      prominence to be fair, from a financial standpoint, to Parent, Issuer and
      their Restricted Subsidiaries.

            (b) The provisions of Section 4.07(a) shall not prohibit:

            (i) any Investment (other than a Permitted Investment) or other
      Restricted Payment, in each case permitted to be made pursuant to Section
      4.04 or any payment deemed to not be a Restricted Payment due to the
      proviso in subsection (1) of the definition thereof in Section 1.01;

            (ii) any issuance of securities, or other payments, awards or grants
      in cash, securities or otherwise pursuant to, or the funding of,
      employment arrangements, stock options and stock ownership plans approved
      by the Board of Directors;

            (iii) loans or advances to employees in the ordinary course of
      business of Parent, Issuer or their Restricted Subsidiaries, but in any
      event not to exceed $2,500,000 in the aggregate outstanding at any one
      time;

            (iv) the payment of reasonable fees and compensation to and
      indemnity provided on behalf of directors of Parent, Issuer and their
      Restricted Subsidiaries;

            (v) any Affiliate Transaction between Parent or Issuer and their
      respective Wholly Owned Subsidiaries or between Wholly Owned Subsidiaries
      of either Parent or Issuer;

            (vi) the issuance or sale of any Capital Stock (other than
      Disqualified Stock) of Parent; and

            (vii) any agreement as in effect on the Issue Date and described in
      the offering circular of Issuer dated February 11, 2000 with respect to
      the Securities (so long as such renewals or extensions are not materially
      less favorable to Parent, Issuer or the Restricted Subsidiaries) and the
      transactions evidenced thereby.


                                       42
<PAGE>   44

            SECTION 4.08. Limitation on the Sale or Issuance of Capital Stock of
Restricted Subsidiaries. Neither Parent nor Issuer shall sell or otherwise
dispose of any Capital Stock of their respective Restricted Subsidiaries, or, in
the case of Parent, Issuer, and shall not permit any Restricted Subsidiary or,
in the case of Parent, Issuer, directly or indirectly, to issue or sell or
otherwise dispose of any of its Capital Stock except:

            (i) to Parent, Issuer or a Wholly Owned Subsidiary of Parent or
      Issuer;

            (ii) directors' qualifying shares;

            (iii) if, immediately after giving effect to such issuance, sale or
      other disposition, none of Parent, Issuer or any of their Subsidiaries
      owns any Capital Stock of such Restricted Subsidiary; or

            (iv) if, immediately after giving effect to such issuance, sale or
      other disposition, such Restricted Subsidiary would no longer constitute a
      Restricted Subsidiary and any Investment in such Person remaining after
      giving effect thereto would have been permitted to be made under Section
      4.04 if made on the date of such issuance, sale or other disposition.

            In addition, Issuer shall not, directly or indirectly, issue or sell
or otherwise dispose of any of its Capital Stock to any Person other than
Parent.

            SECTION 4.09. Future Guarantors. Except as described below, Parent
and Issuer shall cause each domestic Restricted Subsidiary that is organized or
acquired after the Issue Date to execute and deliver to the Trustee a Guaranty
Agreement or other instrument pursuant to which such Restricted Subsidiary shall
Guarantee payment of the Securities, whereupon such Subsidiary shall become a
Subsidiary Guarantor. Parent and Issuer shall also cause each non-guarantor
Subsidiary and each foreign Subsidiary that is organized or acquired after the
Issue Date which has Guaranteed or which Guarantees any Indebtedness of Parent
or Issuer to execute and deliver to the Trustee a Guaranty Agreement or other
instrument pursuant to which such non-guarantor or foreign Subsidiary will
Guarantee payment of Parent's obligations under the Guarantee and Issuer's
obligations under the Securities on a senior basis and, with respect to all
terms other than ranking, on the same terms and conditions as those set forth in
the Guarantee of such other Indebtedness of Parent or Issuer given by such
non-guarantor or foreign Subsidiary.

            SECTION 4.10. Limitation on Liens. Each of Parent and Issuer shall
not and shall not permit any of their respective Restricted Subsidiaries to,
directly or indirectly, incur or permit to exist any Lien (the "Initial Lien")
of any nature whatsoever on any of its properties (including Capital Stock of a
Restricted Subsidiary), whether owned at the Issue Date or thereafter acquired,
other than Permitted Liens, without effectively providing that the Securities
shall be secured equally and ratably with (or prior to) the obligations so
secured for so long as such obligations are so secured.


                                       43
<PAGE>   45

            Any Lien created for the benefit of the holders of the Securities
pursuant to the preceding sentence shall provide by its terms that such Lien
shall be automatically and unconditionally released and discharged upon the
release and discharge of the Initial Lien.

            SECTION 4.11. Limitation on Sale/Leaseback Transactions. Each of
Parent and Issuer shall not, and shall not permit any of their respective
Restricted Subsidiaries to, enter into any Sale/Leaseback Transaction with
respect to any property unless:

            (1) Parent, Issuer or such Restricted Subsidiary would be entitled
      to (A) Incur Indebtedness in an amount equal to the Attributable Debt with
      respect to such Sale/Leaseback Transaction under Section 4.03 and (B)
      create a Lien on such property securing such Attributable Debt without
      equally and ratably securing the Securities pursuant to Section 4.10;

            (2) the net proceeds received by Parent, Issuer or any Restricted
      Subsidiary in connection with such Sale/Leaseback Transaction are at least
      equal to the fair value (as determined by the applicable Board of
      Directors) of such property; and

            (3) Parent or Issuer, as the case may be, applies the proceeds of
      such transaction in compliance with Section 4.06.

            SECTION 4.12. Change of Control. (a) Upon the occurrence of a Change
of Control, each Holder shall have the right to require that Issuer repurchase
such Holder's Securities at a purchase price in cash equal to 101% of the
principal amount thereof on the date of purchase plus accrued and unpaid
interest, if any, to the date of purchase (subject to the right of holders of
record on the relevant record date to receive interest due on the relevant
interest payment date), in accordance with the terms contemplated in Section
4.09(b).

            (b) Within 30 days following any Change of Control, Issuer shall
mail a notice to each Holder with a copy to the Trustee (the "Chance of Control
Offer") stating:

            (1) that a Change of Control has occurred and that such Holder has
      the right to require Issuer to purchase such Holder's Securities at a
      purchase price in cash equal to 101% of the principal amount thereof on
      the date of purchase, plus accrued and unpaid interest, if any, to the
      date of purchase (subject to the right of Holders of record on the
      relevant record date to receive interest on the relevant interest payment
      date);

            (2) the circumstances and relevant facts regarding such Change of
      Control (including information with respect to pro forma historical
      income, cash flow and capitalization, each after giving effect to such
      Change of Control);


                                       44
<PAGE>   46

            (3) the purchase date (which shall be no earlier than 30 days nor
      later than 60 days from the date such notice is mailed); and

            (4) the instructions determined by Issuer, consistent with this
      Section, that a Holder must follow in order to have its Securities
      purchased.

            (c) Holders electing to have a Security purchased shall be required
to surrender the Security, with an appropriate form duly completed, to Issuer at
the address specified in the notice at least three Business Days prior to the
purchase date. Holders shall be entitled to withdraw their election if the
Trustee or Issuer receives not later than one Business Day prior to the purchase
date, a telegram, telex, facsimile transmission or letter setting forth the name
of the Holder, the principal amount of the Security which was delivered for
purchase by the Holder and a statement that such Holder is withdrawing his
election to have such Security purchased.

            (d) On the purchase date, all Securities purchased by Issuer under
this Section shall be delivered by the Trustee for cancellation, and Issuer
shall pay the purchase price plus accrued and unpaid interest, if any, to the
Holders entitled thereto.

            (e) Notwithstanding the foregoing provisions of this Section, Issuer
shall not be required to make a Change of Control Offer following a Change of
Control if a third party makes the Change of Control Offer in the manner, at the
times and otherwise this in compliance with the requirements set forth in this
Section 4.12 applicable to a Change of Control Offer made by Issuer and
purchases all Securities validly tendered and not withdrawn under such Change of
Control Offer.

            (f) Issuer shall comply, to the extent applicable, with the
requirements of Section 14(e) of the Exchange Act and any other securities laws
or regulations in connection with the repurchase of Securities pursuant to this
Section. To the extent that the provisions of any securities laws or regulations
conflict with provisions of this Section, Issuer shall comply with the
applicable securities laws and regulations and shall not be deemed to have
breached its obligations under this Section by virtue thereof.

            SECTION 4.13. Compliance Certificate. Parent and Issuer shall
deliver to the Trustee within 120 days after the end of each fiscal year of
Parent and Issuer an Officers' Certificate stating that in the course of the
performance by the signers of their duties as Officers of Parent and Issuer they
would normally have knowledge of any Default and whether or not the signers know
of any Default that occurred during such period. If they do, the certificate
shall describe the Default, its status and what action Parent and Issuer are
taking or propose to take with respect thereto. Parent and Issuer also shall
comply with TIA ss.314(a)(4).

            The Issuer shall deliver to the Trustee, as soon as possible and in
any event within five days after the Issuer becomes aware of the occurrence of
any Event of Default or an event which, with notice or the lapse of time or
both, would constitute an Event of Default, an Officers' Certificate setting
forth the details of such Event of Default or default and the action which the
Issuer proposes to take with respect thereto.


                                       45
<PAGE>   47

            SECTION 4.14. Further Instruments and Acts. Upon request of the
Trustee, Parent or Issuer will execute and deliver such further instruments and
do such further acts as may be reasonably necessary or proper to carry out more
effectively the purpose of this Indenture.

            SECTION 4.15. Business Activities. Parent and Issuer shall not, and
shall not permit any of their respective Restricted Subsidiaries to, engage in
any business other than a Related Business.

            SECTION 4.16. Additional Amounts. All payments made by Parent under
or with respect to its Guaranty shall be made free and clear of, and without
withholding or deduction in or on account of, any present or future Taxes
imposed or levied by or on behalf of any Taxing Authority within the Republic of
Ireland, or within any other jurisdiction in which Parent is organized or
engaged in business for tax purposes, unless Parent is required to withhold or
deduct Taxes by law or by the interpretation or administration thereof. If
Parent is required to withhold or deduct any amount for or on account of Taxes
imposed by a Taxing Authority within the Republic of Ireland, or within any
other jurisdiction in which Parent is organized or engaged in business for tax
purposes, from any payment made under or with respect to the Guaranty, Parent
shall pay such additional amounts ("Additional Amounts") as may be necessary so
that the net amount received by each holder of Securities (including Additional
Amounts) after such withholding or deduction shall not be less than the amount
the holder and beneficial owner would have received if such Taxes had not been
withheld or deducted; provided that no Additional Amounts shall be payable with
respect to a payment made to a holder of Securities or to a third party on
behalf of a Holder (each an "Excluded Holder") with respect to any Tax which
would not have been imposed, payable or due: (i) but for the existence of any
present or former connection between the Holder (or the beneficial owner of, or
person ultimately entitled to obtain an interest in, such Securities) and the
Republic of Ireland or any other jurisdiction in which Parent is organized or
engaged in business for tax purposes other than the holding of the Securities;
(ii) but for the failure to comply upon written notice by Parent delivered 60
days prior to any payment date with a request by Parent to satisfy any
certification, identification or any other report requirements, whether imposed
by statute, treaty, regulation or administrative practice concerning
nationality, residence or connection with the Republic of Ireland or any other
jurisdiction in which Parent is organized or engaged in business for tax
purposes; (iii) if the presentation of Securities for payment had occurred
within 30 days after the date such payment was due and payable or was provided
for, whichever is later; (iv) if the beneficial owner of, or person ultimately
entitled to obtain an interest in, such Securities had been the holder of the
Securities and would not be entitled to the payment of Additional Amounts; or
(v) in respect of any estate, inheritance, gift, sales or excise tax. Parent
shall also (i) make such withholding or reduction and (ii) remit the full
payment deducted or withheld to the relevant authority in accordance with
applicable law. Parent shall make reasonable efforts to obtain certified copies
of tax receipts evidencing the payment of any Taxes so deducted or withheld from
each Taxing Authority imposing such Taxes. Parent shall furnish to the holders
of the Securities, within 60 days after the date the payment of any Taxes so
deducted or withheld is due pursuant to applicable law, either certified copies
of tax receipts evidencing such
<PAGE>   48
payment by Parent or, if such receipts are not obtainable, other evidence of
such payments by Parent, as the case may be.

            At least 30 days prior to each date on which any payment under or
with respect to the Guaranty is paid, if Parent shall be obligated to pay
Additional Amounts with respect to such payment, Parent shall deliver to the
Trustee an Officers' Certificate stating the fact that such Additional Amounts
will be payable and the amounts so payable and will set forth such other
information necessary to enable the Trustee to pay such Additional Amounts to
the holders of Securities on the payment date.

            Whenever in this Indenture there is mentioned, in any context, the
payment of amounts based upon the principal, premium, if any, interest or of any
other amount payable under or with respect to any of the Securities, such
mention shall be deemed to include mention of the payment of Additional Amounts
to the extent that, in such context, Additional Amounts are, were or would be
payable in respect thereof.

                                    ARTICLE 5

                                Successor Company

            SECTION 5.01. When Parent or Issuer May Merge or Transfer Assets.
(a) Neither Parent nor Issuer shall consolidate with or merge with or into, or
convey, transfer or lease, in one transaction or a series of transactions, all
or substantially all its assets to, any Person, unless:

            (i) the resulting, surviving or transferee Person (the "Successor
      Company") shall be a Person organized and existing under the laws of the
      United States of America, any State thereof or the District of Columbia
      or, in the case of such a transaction involving Parent, the laws of the
      Republic of Ireland or another country that is a member of the European
      Union, Japan or Canada and the Successor Company (if not Parent or Issuer)
      shall expressly assume, by an Indenture supplemental hereto, executed and
      delivered to the Trustee, in form satisfactory to the Trustee, all the
      obligations of Parent or Issuer under the Securities and this Indenture;

            (ii) immediately after giving pro forma effect to such transaction
      (and treating any Indebtedness which becomes an obligation of the
      Successor Company or any Subsidiary as a result of such transaction as
      having been Incurred by the Successor Company or such Subsidiary at the
      time of such transaction), no Default shall have occurred and be
      continuing;

            (iii) immediately after giving effect to such transaction, the
      Successor Company would be able to Incur an additional $1.00 of
      Indebtedness pursuant to Section 4.03(a);


                                       47
<PAGE>   49

            (iv) immediately after giving pro forma effect to such transaction,
      the Successor Company shall have Consolidated Net Worth in an amount that
      is not less than the Consolidated Net Worth of Parent or Issuer
      immediately prior to such transaction;

            (v) Parent or Issuer shall have delivered to the Trustee an
      Officers' Certificate and an Opinion of Counsel, each stating that such
      consolidation, merger or transfer and such supplemental Indenture (if any)
      comply with this Indenture;

            (vi) Parent or Issuer shall have delivered to the Trustee an Opinion
      of Counsel to the effect that the Holders will not recognize income, gain
      or loss for federal income tax purposes as a result of such transaction
      and will be subject to federal income tax on the same amounts, in the same
      manner and at the same times as would have been the case if such
      transaction had not occurred; and

            (vii) solely in the case of a transaction involving Parent where the
      Successor Company is a person organized and existing under the laws of any
      country other than the United State of America or the Republic of Ireland,
      Parent shall have delivered to the Trustee an Opinion of Counsel stating
      that after giving effect to such transaction, the Parent's Guaranty or a
      comparable substitute guaranty will continue to be enforceable against the
      Successor Company in accordance with its terms;

provided, however; that clauses (iii) and (iv) shall not be applicable to (A) a
Restricted Subsidiary consolidating with, merging into or transferring all or
part of its properties and assets to either Parent or Issuer or (B) Parent or
Issuer merging with one of its Affiliates solely for the purpose and with the
sole effect of reincorporating Parent or Issuer in another jurisdiction.

            The Successor Company shall be the successor to Parent or Issuer and
shall succeed to, and be substituted for, and may exercise every right and power
of, Parent or Issuer, as the case may be under this Indenture, but the
predecessor Company in the case of a conveyance, transfer or lease shall not be
released from the obligation to pay the principal of and interest on the
Securities.

            (b) Neither Parent nor Issuer shall permit any Subsidiary Guarantor
to consolidate with or merge with or into, or convey, transfer or lease, in one
transaction or series of transactions, all or substantially all of its assets to
any Person unless:

            (i) except in the case of a Subsidiary Guarantor that has been
      disposed of in its entirety to another Person (other than to Parent,
      Issuer or an Affiliate of Parent or Issuer), whether through a merger,
      consolidation or sale of Capital Stock or assets, if in connection
      therewith Parent or Issuer provides an Officers' Certificate to the
      Trustee to the effect that Parent or Issuer will comply with its
      obligations under Section 4.06 in respect of such disposition, the
      resulting, surviving or transferee Person (if not such Subsidiary) shall
      be a Person organized


                                       48
<PAGE>   50

      and existing under the laws of the jurisdiction under which such
      Subsidiary was organized or under the laws of the United States of
      America, or any State thereof or the District of Columbia, and such Person
      shall expressly assume, by a Guaranty Agreement, in a form satisfactory to
      the Trustee, all the obligations of such Subsidiary, if any, under its
      Subsidiary Guaranty;

            (ii) immediately after giving effect to such transaction or
      transactions on a pro forma basis (and treating any Indebtedness which
      becomes an obligation of the resulting, surviving or transferee Person as
      a result of such transaction as having been issued by such Person at the
      time of such transaction), no Default shall have occurred and be
      continuing; and

            (iii) Parent or Issuer delivers to the Trustee an Officers'
      Certificate and an Opinion of Counsel, each stating that such
      consolidation, merger or transfer and such Guaranty Agreement, if any,
      complies with this Indenture.

                                    ARTICLE 6

                              Defaults and Remedies

            SECTION 6.01. Events of Default. An "Event of Default" occurs if:

            (1) there is a default in any payment of interest on any Security
      when the same becomes due and payable and such default continues for a
      period of 30 days;

            (2) there is a default in the payment of the principal of any
      Security when the same becomes due and payable at its Stated Maturity,
      upon optional redemption, upon required repurchase, upon declaration or
      otherwise;

            (3) Parent or Issuer fails to comply with Section 5.01;

            (4) Parent or Issuer fails to comply with Section 4.02, 4.03, 4.04,
      4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11 or 4.12 (other than a failure to
      purchase Securities when required under Section 4.06 or 4. 12) and such
      failure continues for 30 days after the notice specified below;

            (5) Parent Issuer, or any Subsidiary Guarantor fails to comply with
      any of its agreements in the Securities or this Indenture (other than
      those referred to in clause (1), (2), (3) or (4) above) and such failure
      continues for 60 days after the notice specified below;

            (6) Indebtedness of Parent, Issuer, any Subsidiary Guarantor or any
      Significant Subsidiary is not paid within any applicable grace period
      after final maturity or is accelerated by the holders thereof because of a
      default and the total amount of such Indebtedness unpaid or accelerated
      exceeds $5,000,000 or its foreign currency equivalent;


                                       49
<PAGE>   51

            (7) Parent, Issuer, any Subsidiary Guarantor or any 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;

                  (C) consents to the appointment of a Custodian of it or for
            any substantial part of its property; or

                  (D) makes a general assignment for the benefit of its
            creditors;

      or takes any comparable action under any foreign laws relating to
      insolvency;

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

                  (A) is for relief against Parent, Issuer, any Subsidiary
            Guarantor or any Significant Subsidiary in an involuntary case;

                  (B) appoints a Custodian of Parent, Issuer, any Subsidiary
            Guarantor or any Significant Subsidiary or for any substantial part
            of its property; or

                  (C) orders the winding up or liquidation of Parent, Issuer,
            any Subsidiary Guarantor or any Significant Subsidiary;

      or any similar relief is granted under any foreign laws and the order or
      decree remains unstayed and in effect for 60 days;

            (9) any judgment or decree for the payment of money in excess of
      $5,000,000 or its foreign currency equivalent at the time is entered
      against Parent, Issuer, any Subsidiary Guarantor or any Significant
      Subsidiary, remains outstanding for a period of 60 days following the
      entry of such judgment or decree and is not discharged, waived or the
      execution thereof stayed within 10 days after the notice specified below;
      or

            (10) a Guaranty ceases to be in full force and effect (other than in
      accordance with the terms of such Guaranty) or a Guarantor denies or
      disaffirms its obligations under its Guaranty.

            The foregoing will constitute Events of Default whatever the reason
for any such Event of Default and whether it is voluntary or involuntary or is
effected by operation of law or pursuant to any judgment, decree or order of any
court or any order, rule or regulation of any administrative or governmental
body.


                                       50
<PAGE>   52

            The term "Bankruptcy Law" means Title II, United States Code, or any
similar federal or state law for the relief of debtors. The term "Custodian"
means any receiver, trustee, assignee, liquidator, custodian or similar official
under any Bankruptcy Law.

            A Default under clauses (4), (5) or (9) is not an Event of Default
until the Trustee or the holders of at least 25% in principal amount of the
outstanding Securities notify Parent or Issuer, as the case may be, of the
Default and Parent or Issuer does not cure such Default within the time
specified after receipt of such notice. Such notice must specify the Default,
demand that it be remedied and state that such notice is a "Notice of Default."

            Parent or Issuer shall deliver to the Trustee, within 30 days after
the occurrence thereof, written notice in the form of an Officers' Certificate
of any Event of Default under clause (6) or (10) and any event which with the
giving of notice or the lapse of time would become an Event of Default under
clause (4), (5) or (9), its status and what action Parent or Issuer is taking or
proposes to take with respect thereto.

            SECTION 6.02. Acceleration. If an Event of Default (other than an
Event of Default specified in Section 6.01(7) or (8) with respect to Parent or
Issuer) occurs and is continuing, the Trustee by notice to Issuer, or the
Holders of at least 25% in principal amount of the Securities by notice to
Issuer and the Trustee, may declare the principal of and accrued but unpaid
interest on all the Securities to be due and payable. Upon such a declaration,
such principal and interest shall be due and payable immediately. If an Event of
Default specified in Section 6.01(7) or (8) with respect to Parent or Issuer
occurs and is continuing, the principal of and interest on all the Securities
shall ipso facto become and be immediately due and payable without any
declaration or other act on the part of the Trustee or any Securityholders. The
Holders of a majority in principal amount of the Securities 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
have been cured or waived except nonpayment of principal or interest that has
become due solely because of acceleration. No such rescission shall affect any
subsequent Default or impair any right consequent thereto.

            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 of or interest on the Securities or to enforce the performance of
any provision of the Securities or this Indenture.

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


                                       51
<PAGE>   53

            SECTION 6.04. Waiver of Past Defaults. The Holders of a majority in
principal amount of the Securities by notice to the Trustee may waive an
existing Default and its consequences except (i) a Default in the payment of the
principal of or interest on a Security, (ii) a Default arising from the failure
to redeem or purchase any Security when required pursuant to this Indenture or
(iii) a Default in respect of a provision that under Section 9.02 cannot be
amended without the consent of each Securityholder affected. When a Default is
waived, it is deemed cured, but no such waiver shall extend to any subsequent or
other Default or impair any consequent right.

            SECTION 6.05. Control by Majority. The Holders of a majority in
principal amount of the Securities may direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee or of
exercising any trust or power conferred on the Trustee. However, the Trustee may
refuse to follow any direction that conflicts with law or this Indenture or,
subject to Section 7.01, that the Trustee determines is unduly prejudicial to
the rights of other Securityholders or would involve the Trustee in personal
liability; provided, however, that the Trustee may take any other action deemed
proper by the Trustee that is not inconsistent with such direction. Prior to
taking any action hereunder, the Trustee shall be entitled to indemnification
satisfactory to it in its sole discretion against all losses and expenses caused
by taking or not taking such action.

            SECTION 6.06. Limitation on Suits. Except to enforce the right to
receive payment of principal, premium (if any) or interest when due, no
Securityholder may pursue any remedy with respect to this Indenture or the
Securities unless:

            (1) the Holder gives to the Trustee written notice stating that an
      Event of Default is continuing;

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

            (3) such Holder or Holders offer to the Trustee reasonable security
      or indemnity against any loss, liability or expense;

            (4) the Trustee does not comply with the request within 60 days
      after receipt of the request and the offer of security or indemnity; and

            (5) the Holders of a majority in principal amount of the Securities
      do not give the Trustee a direction inconsistent with the request during
      such 60-day period.

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

            SECTION 6.07. Rights of Holders to Receive Payment. Notwithstanding
any other provision of this Indenture, the right of any Holder to receive
payment of principal of and interest on the Securities held by such Holder, on
or after the respective due dates expressed in the Securities, or to bring suit
for the enforcement of


                                       52
<PAGE>   54

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(1) or (2) occurs and is continuing, the Trustee may
recover judgment in its own name and as trustee of an express trust against
Issuer for the whole amount then due and owing (together with interest on any
unpaid interest to the extent lawful) and the amounts provided for in Section
7.07.

            SECTION 6.09. Trustee May File Proofs of Claim. The Trustee may file
such proofs of claim and other papers or documents as may be necessary or
advisable in order to have the claims of the Trustee and the Securityholders
allowed in any judicial proceedings relative to Issuer, its creditors or its
property and, unless prohibited by law or applicable regulations, may vote on
behalf of the Holders in any election of a trustee in bankruptcy or other Person
performing similar functions, and any Custodian in any such judicial proceeding
is hereby authorized by each Holder to make 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 it for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and its counsel, and any other amounts due the Trustee under Section 7.07.

            SECTION 6.10. Priorities. If the Trustee collects any money or
property pursuant to this Article 6, it shall pay out the money or property in
the following order:

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

            SECOND: to Securityholders for amounts due and unpaid on the
      Securities for principal and interest, ratably, without preference or
      priority of any kind, according to the amounts due and payable on the
      Securities for principal and interest, respectively; and

            THIRD: to Issuer.

            The Trustee may fix a record date and payment date for any payment
to Securityholders pursuant to this Section. At least 15 days before such record
date, Parent or Issuer shall mail to each Securityholder and the Trustee a
notice that states the record date, the payment date and amount to be paid.

            SECTION 6.11. Undertaking for Costs. In any suit for the enforcement
of any right or remedy under this Indenture or in any suit against the Trustee
for any action taken or omitted by it as Trustee, a court in its discretion may
require the filing by any party litigant in the suit of an undertaking to pay
the costs of the suit, and the court in its discretion may assess reasonable
costs, including reasonable attorneys' fees and expenses, against any party
litigant in the suit, having due regard to the merits and good faith of the
claims or defenses made by the party litigant. This Section does not apply to a
suit by the Trustee, a suit by a Holder pursuant to Section 6.07 or a suit by
Holders of more than 10% in principal amount of the Securities.


                                       53
<PAGE>   55

            SECTION 6.12. Waiver of Stay or Extension Laws. Neither Parent nor
Issuer shall (to the extent each may lawfully do so) at any time insist upon, or
plead, or in any manner whatsoever claim or take the benefit or advantage of,
any stay or extension law wherever enacted, now or at any time hereafter in
force, which may affect the covenants or the performance of this Indenture; and
neither Parent nor Issuer shall (to the extent that each may lawfully do so)
expressly waive all benefit or advantage of any such law, and shall not 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
had been enacted.

                                    ARTICLE 7

                                     Trustee

            SECTION 7.01. Duties of Trustee. (a) If an Event of Default has
occurred and is continuing, the Trustee shall exercise the rights and powers
vested in it by this Indenture and use the same degree of care and skill in
their exercise as a prudent Person would exercise or use under the circumstances
in the conduct of such Person's own affairs.

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

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

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

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

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

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


                                       54
<PAGE>   56

            (3) the Trustee shall not be liable with respect to any action it
      takes or omits to take in good faith in accordance with a direction
      received by it pursuant to Section 6.05.

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

            (e) The Trustee shall not be liable for interest on any money
received by it except as the Trustee may agree in writing with Parent or Issuer.

            (f) Money held in trust by the Trustee need not be segregated from
other funds except to the extent required by law.

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

            (h) Every provision of this Indenture relating to the conduct or
affecting the liability of or affording protection to the Trustee shall be
subject to the provisions of this Section and to the provisions of the TIA.

            SECTION 7.02. Rights of Trustee. (a) The Trustee may conclusively
rely on any document believed by it to be genuine and to have been signed or
presented by the proper person. The Trustee need not investigate any fact or
matter stated in the document.

            (b) Before the Trustee acts or refrains from acting, it may require
an Officers' Certificate or an Opinion of Counsel. The Trustee shall not be
liable for any action it takes or omits to take in good faith in reliance on the
Officers' Certificate or Opinion of Counsel.

            (c) The Trustee may act through 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 which it believes to be authorized or within its rights or
powers; provided, however, that the Trustee's conduct does not constitute
willful misconduct or negligence.

            (e) The Trustee may consult with counsel of its selection, and the
advice or opinion of counsel with respect to legal matters relating to this
Indenture and the Securities shall be full and complete authorization and
protection from liability in respect to any action taken, omitted or suffered by
it hereunder in good faith and in accordance with the advice or opinion of such
counsel.


                                       55
<PAGE>   57

            (f) Any request or direction of the Issuer mentioned herein shall be
sufficiently evidenced by a written request or order and any resolution of the
Board of Directors may be sufficiently evidenced by a Board Resolution.

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

            (h) The Trustee shall not be bound to make any investigation into
the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond,
debenture, note, other evidence of indebtedness or other paper or document. but
the Trustee, in its discretion, may make such further inquiry or investigation
into such facts or matters as it may see fit, and, if the Trustee shall
determine to make such further inquiry or investigation, it shall be entitled to
examine the books, records and premises of the Issuer, personally or by agent or
attorney at the sole cost of the Issuer and shall incur no liability or
additional liability of any kind by reason of such inquiry or investigation.

            (i) The Trustee shall not be deemed to have notice of any Default or
Event of Default unless a Responsible Officer of the Trustee ahs actual
knowledge thereof or unless written notice of any event which is in fact such a
default is received by the Trustee at the Corporate Trust Office of the Trustee,
and such notice references the Securities and this Indenture; and

            (j) The rights, privileges, protections, immunities and benefits
given to the Trustee, including, without limitation, its right to be
indemnified, are extended to, and shall be enforceable by, the Trustee in each
of its capacities hereunder, and to each agent, custodian and other Person
employed to act hereunder.

            SECTION 7.03. Individual Rights of Trustee. The Trustee in its
individual or any other capacity may become the owner or pledgee of Securities
and may otherwise deal with Parent, Issuer or Affiliates of Parent or Issuer
with the same rights it would have if it were not Trustee. Any Paying Agent,
Registrar, co-registrar or co-paying agent may do the same with like rights.
However, the Trustee must comply with Sections 7.10 and 7.11.

            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 or the Securities, it shall not be accountable for Issuer's use
of the proceeds from the Securities and it shall not be responsible for any
statement of Parent or Issuer in this Indenture or in any document issued in
connection with the sale of the Securities or in the Securities other than the
Trustee's certificate of authentication.

            SECTION 7.05. Notice of Defaults. If a Default occurs and is
continuing and if it is known to the Trustee, the Trustee shall mail to each
Securityholder


                                       56
<PAGE>   58

notice of the Default within 90 days after it occurs. Except in the case of a
Default in payment of principal of or interest on any Security, the Trustee may
withhold the notice if and so long as a committee of its Trust Officers in good
faith determines that withholding the notice is not opposed to the interests of
Securityholders.

            SECTION 7.06. Reports by Trustee to Holders. As promptly as
practicable after each January 1 beginning with the January 1 following the date
of this Indenture, and in any event prior to February 1 in each year, the
Trustee shall mail to each Securityholder a brief report dated as of February 1
that complies with TIA ss. 313(a). The Trustee also shall comply with TIA ss.
313(b).

            A copy of each report at the time of its mailing to Securityholders
shall be filed with the SEC and each stock exchange (if any) on which the
Securities are listed. Parent and Issuer agree to notify promptly the Trustee
whenever the Securities become listed on any stock exchange and of any delisting
thereof.

            SECTION 7.07. Compensation and Indemnity. Issuer shall pay to the
Trustee from time to time such compensation as the Issuer and the Trustee shall
from time to time agree in writing for its services rendered by it hereunder.
The Trustee's compensation shall not be limited by any law on compensation of a
trustee of an express trust. Issuer shall reimburse the Trustee upon request for
all reasonable out-of-pocket expenses incurred or made by it, including costs of
collection, in addition to the compensation for its services. Such expenses
shall include the reasonable compensation and expenses, disbursements and
advances of the Trustee's agents, counsel, accountants and experts. Issuer shall
indemnify the Trustee, or any predecessor Trustee and their agent, against any
and all loss, damage, liability or expense, including taxes (other than taxes
based upon, measured by or determined by the income of the Trustee), (including
attorneys' fees) incurred by it in connection with the administration or
acceptance of this trust and the performance of its duties hereunder, including
the costs and expenses of defending itself against any claim (whether asserted
by the Company, or any Holder or any other Person) and shall file any
undertaking required by a court of law as described in Section 6.11. The Trustee
shall notify Issuer promptly of any claim for which it may seek indemnity.
Failure by the Trustee to so notify Issuer shall not relieve Issuer of its
obligations hereunder. Issuer shall defend the claim and the Trustee may have
separate counsel and Issuer shall pay the fees and expenses of such counsel.
Issuer need not reimburse any expense or indemnify against any loss, liability
or expense determined by a court of competent jurisdiction to have been incurred
by the Trustee through the Trustee's own willful misconduct, negligence or bad
faith.

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

            Issuer's payment obligations pursuant to this Section shall survive
the discharge of this Indenture. When the Trustee incurs expenses after the
occurrence of a


                                       57
<PAGE>   59

Default specified in Section 6.01(7) or (8) with respect to Parent or Issuer,
the expenses are intended to constitute expenses of administration under the
Bankruptcy Law.

            SECTION 7.08. Replacement of Trustee. The Trustee may resign at any
time by so notifying Issuer. The Holders of a majority in principal amount of
the Securities may remove the Trustee by so notifying the Trustee and may
appoint a successor Trustee. Issuer shall remove the Trustee if:

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

            (2) the Trustee is adjudged bankrupt or insolvent;

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

            (4) the Trustee otherwise becomes incapable of acting.

            If the Trustee resigns, is removed by Issuer or by the Holders of a
majority in principal amount of the Securities and such Holders do not
reasonably promptly appoint a successor Trustee, or if a vacancy exists in the
office of Trustee for any reason (the Trustee in such event being referred to
herein as the retiring Trustee), Issuer shall promptly appoint a successor
Trustee.

            A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to Issuer. Thereupon the resignation or
removal of the retiring Trustee shall become effective, and the successor
Trustee shall have all the rights, powers and duties of the Trustee under this
Indenture. The successor Trustee shall mail a notice of its succession to
Securityholders. The retiring Trustee shall promptly transfer all property held
by it as Trustee to the successor Trustee, subject to the lien provided for in
Section 7.07.

            If a successor Trustee does not take office within 60 days after the
retiring Trustee resigns or is removed, the retiring Trustee or the Holders of
10% in principal amount of the Securities may petition any court of competent
jurisdiction for the appointment of a successor Trustee, at the Issuer's
expense.

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

            Notwithstanding the replacement of the Trustee pursuant to this
Section, the Company's obligations under Section 7.07 shall continue for the
benefit of the retiring Trustee.

            SECTION 7.09. Successor Trustee by Merger. If the Trustee
consolidates with, merges or converts into, or transfers all or substantially
all its corporate trust business or assets to, another corporation or banking
association, the


                                       58
<PAGE>   60

resulting, surviving or transferee corporation without any further act shall be
the successor Trustee.

            In case at the time such successor or successors by merger,
conversion or consolidation to the Trustee shall succeed to the trusts created
by this Indenture any of the Securities shall have been authenticated but not
delivered, any such successor to the Trustee may adopt the certificate of
authentication of any predecessor trustee, and deliver such Securities so
authenticated; and in case at that time any of the Securities shall not have
been authenticated, any successor to the Trustee may authenticate such
Securities either in the name of any predecessor hereunder or in the name of the
successor to the Trustee; and in all such cases such certificates shall have the
full force which it is anywhere in the Securities or in this Indenture provided
that the certificate of the Trustee shall have.

            SECTION 7.10. Eligibility; Disqualification. The Trustee shall at
all times satisfy the requirements of TIA ss. 310(a). The Trustee shall have a
combined capital and surplus of at least $50,000,000 as set forth in its most
recent published annual report of condition. The Trustee shall comply with TIA
ss. 310(b); provided, however, that there shall be excluded from the operation
of TIA ss. 310(b)(1) any indenture or indentures under which other securities or
certificates of interest or participation in other securities of Issuer are
outstanding if the requirements for such exclusion set forth in TIA ss.
310(b)(1) are met.

            SECTION 7.11. Preferential Collection of Claims Against Parent or
Issuer. The Trustee shall comply with TIA ss. 311(a), excluding any creditor
relationship listed in TIA ss. 311(b). A Trustee who has resigned or been
removed shall be subject to TIA ss. 311(a) to the extent indicated.

                                    ARTICLE 8

                       Discharge of Indenture; Defeasance

            SECTION 8.01. Discharge of Liability on Securities; Defeasance. (a)
When (i) Issuer delivers to the Trustee all outstanding Securities (other than
Securities replaced pursuant to Section 2.07) for cancellation or (ii) all
outstanding Securities have become due and payable, whether at maturity or as a
result of the mailing of a notice of redemption pursuant to Article 3 hereof and
Issuer irrevocably deposits with the Trustee funds sufficient to pay at maturity
or upon redemption all outstanding Securities, including interest thereon to
maturity or such redemption date (other than Securities replaced pursuant to
Section 2.07), and if in either case Parent or Issuer pays all other sums
payable hereunder by Parent or Issuer, then this Indenture shall, subject to
Sections 8.01(c), cease to be of further effect. The Trustee shall acknowledge
satisfaction and discharge of this Indenture on demand of Issuer accompanied by
an Officers' Certificate and an Opinion of Counsel and at the cost and expense
of Issuer.

            (b) Subject to Sections 8.01(c) and 8.02, Issuer at any time may
terminate (i) all its obligations under the Securities and this Indenture
("legal defeasance


                                       59
<PAGE>   61

option") or (ii) its obligations under Sections 4.02, 4.03, 4.04, 4.05, 4.06,
4.07, 4.08, 4.09, 4.10, 4.11 and 4.12 and the operation of Sections 6.01(4),
6.01(6), 6.01(7), 6.01(8), 6.01(9) and 6.01(10) (but, in the case of Sections
6.01(7) and (8), with respect only to Significant Subsidiaries) and the
limitations contained in Sections 5.0l(a)(iii) and (iv) ("covenant defeasance
option"). Issuer may exercise its legal defeasance option notwithstanding its
prior exercise of its covenant defeasance option.

            If Issuer exercises its legal defeasance option, payment of the
Securities may not be accelerated because of an Event of Default with respect
thereto. If Issuer exercises its covenant defeasance option, payment of the
Securities may not be accelerated because of an Event of Default specified in
Sections 6.01(4), 6.01(6), 6.01(7), 6.01(8), 6.01(9) or 6.01(10) (but, in the
case of Sections 6.01(7) and (8), with respect only to Significant Subsidiaries)
or because of the failure of Issuer to comply with Section 5.0l(a)(iii) or
(iv).

            If Issuer exercises its legal defeasance option or its covenant
defeasance option, each Guarantor, if any, shall be released from all its
obligations with respect to its Guaranty.

            Upon satisfaction of the conditions set forth herein and upon
request of Issuer, the Trustee shall acknowledge in writing the discharge of
those obligations that Issuer terminates thereby.

            (c) Notwithstanding clauses (a) and (b) above, Issuer's obligations
in Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 7.07 and 7.08 and in this
Article 8 shall survive until the Securities have been paid in full. Thereafter,
Issuer's obligations in Sections 7.07, 8.04 and 8.05 shall survive.

            SECTION 8.02. Conditions to Defeasance. Issuer may exercise its
legal defeasance option or its covenant defeasance option only if:

            (1) Issuer irrevocably deposits in trust with the Trustee money or
      U.S. Government Obligations for the payment of principal of and interest
      on the Securities to maturity or redemption, as the case may be;

            (2) Issuer delivers to the Trustee a certificate from a nationally
      recognized firm of independent accountants expressing their opinion that
      the payments of principal and interest when due and without reinvestment
      on the deposited U.S. Government Obligations plus any deposited money
      without investment will provide cash at such times and in such amounts as
      will be sufficient to pay principal and interest when due on all the
      Securities to maturity or redemption, as the case may be;

            (3) 123 days pass after the deposit is made and during the 123-day
      period no Default specified in Sections 6.01(7) or (8) with respect to
      Parent or Issuer occurs which is continuing at the end of the period;


                                       60
<PAGE>   62

            (4) the deposit does not constitute a default under any other
      agreement binding on Issuer;

            (5) Issuer delivers to the Trustee an Opinion of Counsel to the
      effect that the trust resulting from the deposit does not constitute, or
      is qualified as, a regulated investment company under the Investment
      Company Act of 1940;

            (6) in the case of the legal defeasance option, Issuer shall have
      delivered to the Trustee an Opinion of Counsel stating that (i) Issuer has
      received from, or there has been published by, the Internal Revenue
      Service a ruling, or (ii) since the date of this Indenture 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 Securityholders will not recognize income, gain or loss for federal
      income tax purposes as a result of such defeasance and will be subject to
      federal income tax on the same amounts, in the same manner and at the same
      times as would have been the case if such defeasance had not occurred;

            (7) in the case of the covenant defeasance option, Issuer shall have
      delivered to the Trustee an Opinion of Counsel to the effect that the
      Securityholders will not recognize income, gain or loss for federal
      income tax purposes as a result of such covenant defeasance and will be
      subject to federal income tax on the same amounts, in the same manner and
      at the same times as would have been the case if such covenant defeasance
      had not occurred; and

            (8) Issuer delivers to the Trustee an Officers' Certificate and an
      Opinion of Counsel, each stating that all conditions precedent to the
      defeasance and discharge of the Securities as contemplated by this Article
      8 have been complied with.

            Before or after a deposit, Issuer may make arrangements satisfactory
to the Trustee for the redemption of Securities at a future date in accordance
with Article 3.

            SECTION 8.03. Application of Trust Money. The Trustee shall hold in
trust money or U.S. Government Obligations deposited with it pursuant to this
Article 8. It shall apply the deposited money and the money from U.S. Government
Obligations through the Paying Agent and in accordance with this Indenture to
the payment of principal of and interest on the Securities.

            SECTION 8.04. Repayment to Issuer. The Trustee and the Paying Agent
shall promptly turn over to Issuer upon request any excess money or securities
held by them at any time.

            Subject to any applicable abandoned property law, the Trustee and
the Paying Agent shall pay to Issuer upon request any money held by them for the
payment of principal or interest that remains unclaimed for two years, and,
thereafter, Securityholders entitled to the money must look to Issuer for
payment as general creditors.


                                       61
<PAGE>   63

            SECTION 8.05. Indemnity for Government Obligations. Issuer shall pay
and shall indemnify the Trustee against any tax, fee or other charge imposed on
or assessed against deposited U.S. Government Obligations or the principal and
interest received on such U.S. Government Obligations.

            SECTION 8.06. Reinstatement. If the Trustee or Paying Agent is
unable to apply any money or U.S. Government Obligations in accordance with this
Article 8 by reason of any legal proceeding or by reason of any order or
judgment of any court or governmental authority enjoining, restraining or
otherwise prohibiting such application, Issuer's obligations under this
Indenture and the Securities shall be revived and reinstated as though no
deposit had occurred pursuant to this Article 8 until such time as the Trustee
or Paying Agent is permitted to apply all such money or U.S. Government
Obligations in accordance with this Article 8; provided, however, that, if
Issuer has made any payment of interest on or principal of any Securities
because of the reinstatement of its obligations, Issuer shall be subrogated to
the rights of the Holders of such Securities to receive such payment from the
money or U.S. Government Obligations held by the Trustee or Paying Agent.

                                    ARTICLE 9

                                   Amendments

            SECTION 9.01. Without Consent of Holders. Parent, Issuer, Subsidiary
Guarantors and the Trustee may amend this Indenture or the Securities without
notice to or consent of any Securityholder:

            (1) to cure any ambiguity, omission, defect or inconsistency;

            (2) to comply with Article 5;

            (3) to provide for uncertificated Securities in addition to or in
      place of certificated Securities; provided, however, that the
      uncertificated Securities are issued in registered form for purposes of
      Section 163(f) of the Code or in a manner such that the uncertificated
      Securities are described in Section 163(f)(2)(B) of the Code;

            (4) to add guarantees with respect to the Securities or to secure
      the Securities;

            (5) to add to the covenants of Parent, WCI or a Subsidiary Guarantor
      for the benefit of the Holders or to surrender any right or power herein
      conferred upon Parent, Issuer or a Subsidiary Guarantor;

            (6) to comply with any requirements of the SEC in connection with
      qualifying, or maintaining the qualification of, this Indenture under the
      TIA; or

            (7) to make any change that does not adversely affect the rights of
      any Securityholder.


                                       62
<PAGE>   64

            After an amendment under this Section becomes effective, Issuer
shall mail to Securityholders a notice briefly describing such amendment. The
failure to give such notice to all Securityholders, or any defect therein, shall
not impair or affect the validity of an amendment under this Section.

            SECTION 9.02. With Consent of Holders. Parent, Issuer, Subsidiary
Guarantors and the Trustee may amend this Indenture or the Securities without
notice to any Securityholder but with the written consent of the Holders of at
least a majority in principal amount of the Securities then outstanding
(including consents obtained in connection with a tender offer or exchange for
the Securities). However, without the consent of each Securityholder affected
thereby, an amendment may not:

            (1) reduce the amount of Securities whose Holders must consent to an
      amendment;

            (2) reduce the rate of or extend the time for payment of interest on
      any Security;

            (3) reduce the principal of or extend the Stated Maturity of any
      Security;

            (4) reduce the premium payable upon the redemption of any Security
      or change the time at which any Security may be redeemed in accordance
      with Article 3;

            (5) make any Security payable in money other than that stated in the
      Security;

            (6) impair the right of any Holder to receive payment of principal
      of and interest on such Holder's Securities on or after the due dates
      therefor or to institute suit for the enforcement of any payment on or
      with respect to such Holder's Securities;

            (7) make any change in Section 6.04 or 6.07 or the second sentence
      of this Section;

            (8) make any change in the ranking or priority of any Securities
      that would adversely affect the Holders; or

            (9) make any change in any Guaranty that would adversely affect the
      Securityholders.

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

            After an amendment under this Section becomes effective, Issuer
shall mail to Securityholders a notice briefly describing such amendment. The
failure to give


                                       63
<PAGE>   65

such notice to all Securityholders, or any defect therein, shall not impair or
affect the validity of an amendment under this Section.

            SECTION 9.03. Compliance with Trust Indenture Act. Every amendment
to this Indenture or the Securities shall comply with the TIA as then in effect.

            SECTION 9.04. Revocation and Effect of Consents and Waivers. A
consent to an amendment or a waiver by a Holder of a Security shall bind the
Holder and every subsequent Holder of that Security or portion of the Security
that evidences the same debt as the consenting Holder's Security, even if
notation of the consent or waiver is not made on the Security. However, any such
Holder or subsequent Holder may revoke the consent or waiver as to such Holder's
Security or portion of the Security if the Trustee receives the notice of
revocation before the date the amendment or waiver becomes effective. After an
amendment or waiver becomes effective, it shall bind every Securityholder. An
amendment or waiver becomes effective upon the execution of such amendment or
waiver by the Trustee.

            Issuer may, but shall not be obligated to, fix a record date for the
purpose of determining the Securityholders entitled to give their consent or
take any other action described above or required or permitted to be taken
pursuant to this Indenture. If a record date is fixed, then notwithstanding the
immediately preceding paragraph, those Persons who were Securityholders at such
record date (or their duly designated proxies), and only those Persons, shall be
entitled to give such consent or to revoke any consent previously given or to
take any such action, whether or not such Persons continue to be Holders after
such record date. No such consent shall be valid or effective for more than 120
days after such record date.

            SECTION 9.05. Notation on or Exchange of Securities. If an amendment
changes the terms of a Security, the Trustee may require the Holder of the
Security to deliver it to the Trustee. The Trustee may place an appropriate
notation on the Security regarding the changed terms and return it to the
Holder. Alternatively, if Issuer or the Trustee so determines, Issuer in
exchange for the Security shall issue and the Trustee shall authenticate a new
Security that reflects the changed terms. Failure to make the appropriate
notation or to issue a new Security shall not affect the validity of such
amendment.

            SECTION 9.06. Trustee To Sign Amendments. The Trustee shall sign any
amendment authorized pursuant to this Article 9 if the amendment does not
adversely affect the rights, duties, liabilities or immunities of the Trustee.
If it does, the Trustee may but need not sign it. In signing such amendment the
Trustee shall be entitled to receive indemnity reasonably satisfactory to it and
to receive, and (subject to Section 7.01) shall be fully protected in relying
upon, an Officers' Certificate and an Opinion of Counsel stating that such
amendment is authorized or permitted by this Indenture.

            SECTION 9.07. Payment for Consent. Parent and Issuer shall not, and
shall not permit any of their respective Subsidiaries to, directly or
indirectly, pay or cause to be paid any consideration, whether by way of
interest, fee or otherwise, to any Holder


                                       64
<PAGE>   66

for or as an inducement to any consent, waiver or amendment of any of the terms
or provisions of this Indenture or the Securities unless such consideration is
offered to be paid to all Holders that so consent, waive or agree to amend in
the time frame set forth in solicitation documents relating to such consent,
waiver or agreement.

                                   ARTICLE 10

                                    Guaranty

            SECTION 10.01. Guaranty. Parent hereby absolutely, unconditionally
and irrevocably guarantees the Securities and obligations of Issuer hereunder
and thereunder on a senior, unsecured basis, and guarantees to each Holder of a
Security authenticated and delivered by the Trustee, and to the Trustee on
behalf of such Holder, that: (a) the principal of (and premium, if any) and
interest on the Security shall be paid in full when due, whether at Stated
Maturity, by acceleration or otherwise (including, without limitation, the
amount that would become due but for the operation of the automatic stay under
Section 362(a) of the Bankruptcy Law), together with interest on the overdue
principal, if any, and interest on any overdue interest, to the extent lawful,
and all other obligations of Issuer to the Holders or the Trustee hereunder or
thereunder shall be paid in full or 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 Security or of any such other obligations, the same shall be paid
in full when due or performed in accordance with the terms of the extension or
renewal, whether at Stated Maturity, by acceleration or otherwise, subject,
however, in the case of clauses (a) and (b) above, to the limitations set forth
in Section 10.04 hereof.

            RIDER 66A [TO BE SUPPLIED]

            Parent hereby agrees that its obligations hereunder shall be
unconditional irrespective of the validity, regularity or enforceability of the
Securities or this Indenture, the absence of any action to enforce the same, any
waiver or consent by any Holder of the Securities with respect to any provisions
hereof or thereof, the recovery of any judgment against Issuer, any action to
enforce the same or any other circumstance which might otherwise constitute a
legal or equitable discharge or defense of a guarantor.

            Parent hereby waives (to the extent permitted by law) the benefits
of diligence, presentment, demand for payment, filing of claims with a court in
the event of insolvency or bankruptcy of Issuer, any right to require a
proceeding first against Issuer or any other Person, protest, notice and all
demands whatsoever and covenants that the Guaranty of Parent shall not be
discharged as to any Security except by complete performance of the obligations
contained in such Security and such Guaranty. Parent hereby agrees that, in the
event of a default in payment of principal (or premium, if any) or interest on
such Security whether at its Stated Maturity, by acceleration, purchase or
otherwise, legal proceedings must be instituted by the Trustee on behalf of, or
by, the Holder of such Security, subject to the terms and conditions set forth
in this Indenture, directly against Parent to enforce Parent's Guaranty without
first proceeding against Issuer. Parent agrees that if, after the occurrence and
during the continuance of an Event


                                       65
<PAGE>   67

of Default, the Trustee or any of the Holders are prevented by applicable law
from exercising their respective rights to accelerate the maturity of the
Securities, to collect interest on the Securities, or to enforce or exercise any
other right or remedy with respect to the Securities, Parent shall pay to the
Trustee for the account of the Holders, upon demand therefor, the amount that
would otherwise have been due and payable had such rights and remedies been
permitted to be exercised by the Trustee or any of the Holders.

            If any Holder or the Trustee is required by any court or otherwise
to return to Issuer or Parent, or any custodian, trustee, liquidator or other
similar official acting in relation to either Issuer or Parent, any amount paid
by any of them to the Trustee or such Holder, the Guarantee of Parent, to the
extent theretofore discharged, shall be reinstated in full force and effect.
Parent further agrees that, as between Parent, 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 hereof for the
purposes of the Guaranty of Parent, notwithstanding any stay, injunction or
other prohibition preventing such acceleration in respect of the Obligations
guaranteed hereby, and (y) in the event of any 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 Parent for the purpose of the
Guaranty of Parent.

            SECTION 10.02. Guaranty of Each Subsidiary Guarantor. Any domestic
Subsidiary Guarantor from time to time party hereto, shall jointly and
severally, irrevocably and fully and unconditionally Guarantee, on a senior,
unsecured basis, the punctual payment when due, whether at Stated Maturity, by
acceleration or otherwise, of all Obligations of Issuer under this Indenture and
the Securities.

            Any term or provision of this Indenture notwithstanding, each
Subsidiary Guaranty shall not exceed the maximum amount that can be Guaranteed
by the applicable Subsidiary Guarantor without rendering the Subsidiary
Guaranty, as it relates to such Subsidiary Guarantor, voidable under applicable
law' relating to fraudulent conveyance or fraudulent transfer or similar laws
affecting the rights of creditors generally.

            SECTION 10.03. Severability. In case any provision of the Parent's
Guaranty or any other Guaranty shall be invalid, illegal or unenforceable, the
validity, legality, and enforceability of the remaining provisions thereof shall
not in any way be affected or impaired thereby.

            SECTION 10.04. Limitation of Guarantor's Liability. Parent and by
its acceptance hereof each Holder confirms that it is the intention of all such
parties that the Guarantee by Parent pursuant to its Guaranty not constitute a
fraudulent transfer or conveyance for purposes of the Bankruptcy Law, the
Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any
similar federal or state law or the provisions of its local law relating to
fraudulent transfer or conveyance. To effectuate the foregoing intention, the
Holders and Parent hereby irrevocably agree that the obligations of Parent under
its Guaranty shall be limited to the maximum amount that will not, after giving
effect to all other contingent and fixed liabilities of Parent result in the
obligations of Holdings under its Guaranty constituting such fraudulent transfer
or conveyance.


                                       66
<PAGE>   68

            SECTION 10.05. Subrogation. Parent shall be subrogated to all rights
of Holders against Issuer in respect of any amounts paid by Parent pursuant to
the provisions of Section 10.01; provided, however, that, if an Event of Default
has occurred and is continuing, Parent shall not be entitled to enforce or
receive any payments arising out of, or based upon, such right of subrogation
until all amounts then due and payable by Issuer under this Indenture or the
Securities shall have been paid in full.

            SECTION 10.06. Reinstatement. Parent hereby agrees that the Guaranty
provided for in Section 10.01 shall continue to be effective or be reinstated,
as the case may be, if at any time, payment, or any part thereof, of any
obligations or interest thereon is rescinded or must otherwise be restored by a
Holder to Issuer upon the bankruptcy or insolvency of Issuer or Parent.

            SECTION 10.07. Release of Holdings. Concurrently with the discharge,
defeasance or the covenant defeasance of the Securities under Section 8.01,
Parent shall be released from all of its Obligations under the Guaranty under
this Article 10.

            SECTION 10.08. Execution and Delivery of Guaranty. To evidence its
Guaranty set forth in Section 10.01, each of Parent and any Subsidiary Guarantor
hereby agrees that a notation of such Guaranty substantially in the form
included as Exhibit B shall be endorsed by a duly authorized officer of such
entity on each Security authenticated and delivered by the Trustee and that this
Indenture shall be executed on behalf of each such entity by one of its duly
authorized officers.

            Each of Parent and any Subsidiary Guarantor hereby agrees that its
Guaranty set forth in Section 10.01 and 10.02, respectively, shall remain in
full force and effect notwithstanding any failure to endorse on each Security a
notation of such Guaranty.

            If the duly authorized officers of Parent and any Subsidiary
Guarantor whose signatures appear on this Indenture or on their respective
Guaranty no longer hold their offices at the time the Trustee authenticates the
Security on which a Guaranty is endorsed, the Guaranty shall be valid
nevertheless.

            SECTION 10.09. Benefits Acknowledged. Parent acknowledges that it
will receive direct and indirect benefits from the financing arrangements
contemplated by this Indenture and that its Guarantee and waiver pursuant to its
Guaranty are knowingly made in contemplation of such benefits.

                                   ARTICLE 11

                                 Miscellaneous

            SECTION 11.01. Trust Indenture Act Controls. If any provision of
this Indenture limits, qualifies or conflicts with another provision which is
required to be included in this Indenture by the TIA, the required provision
shall control.


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            SECTION 11.02. Notices. Any notice or communication shall be in
writing and delivered in person or mailed by first-class mail addressed as
follows:

            if to Parent, Issuer or a Subsidiary Guarantor:

                   c/o Warner Chilcott, Inc.
                   Rockaway 80 Corporate Center
                   100 Enterprise Drive, Suite 280
                   Rockaway, NJ 07866

                   Attn: Paul S. Herendeen

            if to the Trustee:

                   The Bank of New York
                   101 Barclay Street, 21W
                   New York, NY 10286

                   Attn: Corporate Trust Trustee Administration

            Parent, Issuer or the Trustee by notice to the other may designate
additional or different addresses for subsequent notices or communications.

            Any notice or communication mailed to a Securityholder shall be
mailed to the Securityholder at the Securityholder's address as it appears on
the registration books of the Registrar and shall be sufficiently given if so
mailed within the time prescribed.

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

            SECTION 11.03. Communication by Holders with Other Holders.
Securityholders may communicate pursuant to TIA ss. 312(b) with other
Securityholders with respect to their rights under this Indenture or the
Securities. The Company, the Trustee, the Registrar and anyone else shall have
the protection of TIA ss. 312(c).

            SECTION 11 .04. Certificate and Opinion as to Conditions Precedent.
Upon any request or application by Parent or Issuer to the Trustee to take or
refrain from taking any action under this Indenture, Parent or Issuer shall
furnish to the Trustee:

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


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            (2) an Opinion of Counsel in form and substance reasonably
      satisfactory to the Trustee stating that, in the opinion of such counsel,
      all such conditions precedent have been complied with.

            SECTION 11.05. Statements Required in Certificate or Opinion. Each
certificate or opinion with respect to compliance with a covenant or condition
provided for in this Indenture shall include:

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

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

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

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

            SECTION 11.06. When Securities Disregarded. In determining whether
the Holders of the required principal amount of Securities have concurred in any
direction, waiver or consent, Securities owned by Parent, Issuer or by any
Person directly or indirectly controlling or controlled by or under direct or
indirect common control with Parent or Issuer shall be disregarded and deemed
not to be outstanding, except that, for the purpose of determining whether the
Trustee shall be protected in relying on any such direction, waiver or consent,
only Securities which the Trustee knows are so owned shall be so disregarded.
Also, subject to the fore going, only Securities outstanding at the time shall
be considered in any such determination.

            SECTION 11.07. Rules by Trustee, Paying Agent and Registrar. The
Trustee may make reasonable rules for action by or a meeting of Securityholders.
The Registrar and the Paying Agent may make reasonable rules for their
functions.

            SECTION 11.08. Legal Holidays. A "Legal Holiday" is a Saturday, a
Sunday or a day on which banking institutions are not required to be open in the
State of New York. If a payment date is a Legal Holiday, payment shall be made
on the next succeeding day that is not a Legal Holiday, and no interest shall
accrue for the intervening period. If a regular record date is a Legal Holiday,
the record date shall not be affected.

            SECTION 11.09. Governing Law. This Indenture and the Securities
shall be governed by, and construed in accordance with, the laws of the State of
New York but without giving effect to applicable principles of conflicts of law
to the extent that the application of the laws of another jurisdiction would be
required thereby.


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            SECTION 11.10. No Recourse Against Others. A director, officer,
employee or stockholder, as such, of Parent or Issuer shall not have any
liability for any obligations of Parent or Issuer under the Securities or this
Indenture or for any claim based on, in respect of or by reason of such
obligations or their creation. By accepting a Security, each Securityholder
shall waive and release all such liability. The waiver and release shall be part
of the consideration for the issue of the Securities.

            SECTION 11.11. Successors. All agreements of Parent or Issuer in
this Indenture and the Securities shall bind their successors. All agreements of
the Trustee in this Indenture shall bind its successors.

            SECTION 11.12. Multiple 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. One signed copy is enough to prove
this Indenture.

            SECTION 11.13. Table of Contents; Headings. The table of contents,
cross-reference sheet and headings of the Articles and Sections of this
Indenture have been inserted for convenience of reference only, are not intended
to be considered a part hereof and shall not modify or restrict any of the terms
or provisions hereof.

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


                                WARNER CHILCOTT, INC., as Issuer

                                By: /s/James G. Andress



                                WARNER CHILCOTT PUBLIC LIMITED
                                 COMPANY, as Guarantor

                                By: /S/ Beth P. Hecht


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                                THE BANK OF NEW YORK, as Trustee

                                By: /s/ Thomas E. Tabor


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