<PAGE>   1
                                                                     EXHIBIT 4.1













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




                         SYBRON DENTAL SPECIALTIES, INC.



                                 DEBT SECURITIES


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



                                    INDENTURE




                           DATED AS OF ______________

                      _____________________________________

                      _________________________, AS TRUSTEE



<PAGE>   2




                          PARTIAL CROSS-REFERENCE TABLE
<TABLE>
<CAPTION>

INDENTURE SECTION                                                                     TIA SECTION
-----------------                                                               -----------------------
<S>                                                                              <C>
         2.04................................................................... 317(b)
         2.05................................................................... 312(a), 313(c)
         2.10................................................................... 316(a) (last sentence)
         4.04................................................................... 314(a)(4)
         4.05................................................................... 314(a)(1)
         6.03................................................................... 317(a)(1)
         6.04................................................................... 316(a)(1)(B)
         6.05................................................................... 316(a)(1)(A)
         6.07................................................................... 317(a)(1)
         7.01................................................................... 315(a), 315(d)
         7.04................................................................... 315(b)
         7.05................................................................... 313(a), 313(d)
         7.07................................................................... 310(a), 310(b)
         7.09................................................................... 310(a)(2)
         8.02................................................................... 310(a), 310(b)
         10.04.................................................................. 316(c)
         11.01.................................................................. 318(a)
         11.02.................................................................. 313(c)
         11.03.................................................................. 314(c)(1), 314(c)(2)
         11.04.................................................................. 314(e)
</TABLE>



<PAGE>   3


                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                            Page
                                                                                            ----
<S>                                                                                          <C>
ARTICLE 1 - DEFINITIONS......................................................................  1
         SECTION 1.01. Definitions...........................................................  1
         SECTION 1.02. Other Definitions ....................................................  3
         SECTION 1.03. Rules of Construction.................................................  4

ARTICLE 2 - THE SECURITIES ..................................................................  4
         SECTION 2.01. Issuable in Series....................................................  4
         SECTION 2.02. Execution and Authentication..........................................  7
         SECTION 2.03. Registrar and Transfer, Paying
                              and Conversion Agents and Other Agents.........................  7
         SECTION 2.04  Paying Agent to Hold Money in Trust...................................  7
         SECTION 2.05. Securityholder Lists..................................................  8
         SECTION 2.06. Transfer and Exchange.................................................  8
         SECTION 2.07. Replacement Securities................................................  8
         SECTION 2.08. Outstanding Securities................................................  9
         SECTION 2.09. Discounted Debt Securities............................................  9
         SECTION 2.10. Treasury Securities...................................................  9
         SECTION 2.11. Global Securities.....................................................  9
         SECTION 2.12. Temporary Securities.................................................. 10
         SECTION 2.13. Cancellation.......................................................... 10
         SECTION 2.14. Defaulted Interest.................................................... 10

ARTICLE 3 - REDEMPTION....................................................................... 11
         SECTION 3.01. Notices to Trustee.................................................... 11
         SECTION 3.02. Selection of Securities to Be Redeemed................................ 11
         SECTION 3.03. Notice of Redemption.................................................. 11
         SECTION 3.04. Effect of Notice of Redemption........................................ 12
         SECTION 3.05. Payment of Redemption Price........................................... 12
         SECTION 3.06. Securities Redeemed in Part........................................... 13

ARTICLE 4 - COVENANTS........................................................................ 13
         SECTION 4.01. Payment of Securities................................................. 13
         SECTION 4.02. Overdue Interest...................................................... 13
         SECTION 4.03. No Lien Created, etc.................................................. 13
         SECTION 4.04. Compliance Certificate................................................ 13
         SECTION 4.05. SEC Reports........................................................... 14

ARTICLE 5 - SUCCESSORS....................................................................... 14

</TABLE>
<PAGE>   4

<TABLE>
<CAPTION>
                                                                                            Page
                                                                                            ----
<S>                                                                                          <C>
         SECTION 5.01. When Company May Merge, etc........................................... 14

ARTICLE 6 - DEFAULTS AND REMEDIES............................................................ 15
         SECTION 6.01. Events of Default..................................................... 15
         SECTION 6.02. Acceleration.......................................................... 16
         SECTION 6.03. Other Remedies........................................................ 16
         SECTION 6.04. Waiver of Past Defaults............................................... 17
         SECTION 6.05. Control by Majority................................................... 17
         SECTION 6.06. Limitation on Suits................................................... 17
         SECTION 6.07. Collection Suit by Trustee............................................ 18
         SECTION 6.08. Priorities............................................................ 18

ARTICLE 7 - TRUSTEE.......................................................................... 18
         SECTION 7.01. Rights of Trustee..................................................... 18
         SECTION 7.02. Individual Rights of Trustee.......................................... 19
         SECTION 7.03. Trustee's Disclaimer.................................................. 19
         SECTION 7.04. Notice of Defaults.................................................... 20
         SECTION 7.05. Reports by Trustee to Holders......................................... 20
         SECTION 7.06. Compensation and Indemnity............................................ 20
         SECTION 7.07. Replacement of Trustee................................................ 21
         SECTION 7.08. Successor Trustee by Merger, etc...................................... 22
         SECTION 7.09. Trustee's Capital and Surplus......................................... 22

ARTICLE 8 - DISCHARGE OF INDENTURE........................................................... 22
         SECTION 8.01. Defeasance............................................................ 22
         SECTION 8.02. Conditions to Defeasance.............................................. 23
         SECTION 8.03. Application of Trust Money............................................ 24
         SECTION 8.04. Repayment to Company.................................................. 24

ARTICLE 9 - CONVERSION....................................................................... 24
         SECTION 9.01. Conversion Privilege.................................................. 24
         SECTION 9.02. Conversion Procedure.................................................. 25
         SECTION 9.03. Taxes on Conversion................................................... 26
         SECTION 9.04. Company Determination Final........................................... 26
         SECTION 9.05. Trustee's and Conversion Agent's Disclaimer........................... 26
         SECTION 9.06. Company to Provide Conversion Securities.............................. 26
         SECTION 9.07. Cash Settlement Option................................................ 27
         SECTION 9.08. Adjustment in Conversion Rate for Change in Capital Stock............. 27
         SECTION 9.09. Adjustment in Conversion Rate
                              for Common Stock Issued Below Market Price..................... 28
         SECTION 9.10. Adjustment for Other Distributions.................................... 31
         SECTION 9.11. Voluntary Adjustment.................................................. 31
         SECTION 9.12. When Adjustment May Be Deferred....................................... 32
</TABLE>

<PAGE>   5

<TABLE>
<CAPTION>
                                                                                            Page
                                                                                            ----
<S>                                                                                          <C>
         SECTION 9.13. When No Adjustment Required........................................... 32
         SECTION 9.14. Notice of Adjustment.................................................. 32
         SECTION 9.15. Notice of Certain Transactions........................................ 33
         SECTION 9.16. Reorganization of the Company......................................... 33

ARTICLE 10 - AMENDMENTS...................................................................... 33
         SECTION 10.01. Without Consent of Holders........................................... 33
         SECTION 10.02. With Consent of Holders.............................................. 34
         SECTION 10.03. Compliance with Trust Indenture Act.................................. 35
         SECTION 10.04. Effect of Consents................................................... 35
         SECTION 10.05. Notation on or Exchange of Securities................................ 35
         SECTION 10.06. Trustee Protected.................................................... 35

ARTICLE 11 - MISCELLANEOUS................................................................... 36
         SECTION 11.01. Trust Indenture Act.................................................. 36
         SECTION 11.02. Notices.............................................................. 36
         SECTION 11.03. Certificate and Opinion as to Conditions Precedent................... 37
         SECTION 11.04. Statements Required in Certificate or Opinion........................ 37
         SECTION 11.05. Rules by Company and Agents.......................................... 38
         SECTION 11.06. Legal Holidays....................................................... 38
         SECTION 11.07. No Recourse Against Others........................................... 38
         SECTION 11.08. Duplicate Originals.................................................. 38
         SECTION 11.09. Governing Law........................................................ 39

         SIGNATURES..........................................................................S-1


         EXHIBIT A: A Form of Registered Security............................................A-1
         Notes to Exhibit A
         EXHIBIT B: Assignment Form..........................................................B-1
         EXHIBIT C: Conversion Notice........................................................C-1
</TABLE>

<PAGE>   6






     INDENTURE dated as of __________ between SYBRON DENTAL SPECIALTIES, INC., a
Delaware corporation (hereinafter called the "COMPANY"), and
____________________________ (the "TRUSTEE").

     Each party agrees as follows for the benefit of the Holders (as defined
below) of the Company's debt securities issued under this Indenture:


                             ARTICLE 1 - DEFINITIONS


SECTION 1.01. Definitions.

     "AFFILIATE" means any person directly or indirectly controlling or
controlled by or under direct or indirect common control with the Company.

     "AGENT" means any Registrar, Transfer Agent, Paying Agent, Conversion Agent
or other Agent appointed by the Company.

     "AUTHORIZED NEWSPAPER" means a newspaper that is:

          (1) printed in the English language or in an official language of the
     country of publication;

          (2) customarily published on each business day in the place of
     publication; and

          (3) of general circulation in the relevant place or in the financial
     community of such place.

     Whenever successive publications in an Authorized Newspaper are required,
they may be made on the same or different business days and in the same or
different Authorized Newspapers.

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

     "CAPITAL STOCK" means any and all shares, interests, participations or
other equivalents (however designated) of capital stock of any person and all
warrants or options to acquire such capital stock.

     "COMMON STOCK" means the Common Stock, par value $.01 per share, of the
Company.

<PAGE>   7

     "COMPANY" means the party named as such above until a successor replaces it
and thereafter means the successor.

     "CONVERSION RATE" means such number or amount of shares of Common Stock or
other equity or debt securities for which $1,000 aggregate principal amount of
Securities of any series is convertible, initially as stated in the Securities
Resolution authorizing the series and as adjusted pursuant to the terms of this
Indenture and the Securities Resolution.

     "DEFAULT" means any event which is, or after notice or passage of time
would be, an Event of Default (as defined below).

     "DISCOUNTED DEBT SECURITY" means a Security where the amount of principal
due upon acceleration is less than the stated principal amount.

     "HOLDER" or "SECURITYHOLDER" means the person in whose name a Registered
Security is registered.

     "INDENTURE" means this Indenture and any Securities Resolution as amended
from time to time.

     "LIEN" means any mortgage, pledge, security interest or other lien.

     "OFFICER" means the Chairman, any Vice-Chairman, the President, any
Executive or Senior Vice President, any Vice-President, the Treasurer or any
Assistant Treasurer, the Secretary or any Assistant Secretary of the Company.

     "OFFICERS' CERTIFICATE" means a certificate signed by two Officers of the
Company, and delivered to the Trustee.

     "OPINION OF COUNSEL" means a written opinion from legal counsel who is
acceptable to the Trustee, and delivered to the Trustee. The counsel may be an
employee of or counsel to the Company or the Trustee.

     "PRINCIPAL" of a debt security means the principal of the security plus the
premium, if and when applicable, on the security.

     "REGISTERED SECURITY" means a Security registered as to principal and
interest by the Registrar.

     "SEC" means the Securities and Exchange Commission.

     "SECURITIES" means the debt securities issued under this Indenture.


                                       2
<PAGE>   8

     "SECURITIES RESOLUTION" means a resolution adopted by the Board or by a
committee of Officers or an Officer pursuant to Board delegation authorizing a
series or a supplemental indenture authorizing a series executed by an
authorized Officer.

     "SERIES" means a series of Securities or the Securities of the series.

     "SUBSIDIARY" means a corporation a majority of whose Voting Stock is owned
by the Company or a Subsidiary.

     "TIA" means the Trust Indenture Act of 1939 (15 U.S. Code ss.
77aaa-77bbbb), as amended.

     "TRADING DAY" means each day on which the securities exchange or quotation
system which is used to determine the Market Price is open for trading or
quotation.

     "TRUSTEE" means the party named as such above until a successor replaces it
and thereafter means the successor.

     "TRUST OFFICER" means any officer or assistant officer of the Trustee
assigned by the Trustee to administer its corporate trust matters.

     "UNITED STATES" means the United States of America, its territories and
possessions and other areas subject to its jurisdiction.

     "VOTING STOCK" means capital stock having voting power under ordinary
circumstances to elect directors.

     "YIELD TO MATURITY" means the yield to maturity on a Security at the time
of its issuance or at the most recent determination of interest on the Security.


SECTION 1.02. Other Definitions .

<TABLE>
<CAPTION>

                     TERM                                                                 DEFINED IN SECTION
          ----------------------------                                                    ------------------
<S>                                                                                              <C>
         "ACTUAL KNOWLEDGE"                                                                      7.01
         "BANKRUPTCY LAW"                                                                        6.01
         "CONDITIONAL REDEMPTION"                                                                3.04
         "CONVERSION AGENT"                                                                      2.03
         "CONVERSION DATE"                                                                       9.02
         "CONVERSION NOTICE"                                                                     9.02
         "CONVERSION RIGHT"                                                                      9.01
         "CREDITOR"                                                                              4.06
         "CUSTODIAN"                                                                             6.01
</TABLE>


                                       3
<PAGE>   9

<TABLE>
<CAPTION>

                     TERM                                                                 DEFINED IN SECTION
          ----------------------------                                                    ------------------
<S>                                                                                              <C>
         "EVENT OF DEFAULT"                                                                      6.01
         "LEGAL HOLIDAY"                                                                        11.06
         "MARKET PRICE"                                                                          9.07
         "NUMBER OF SHARES"                                                                      9.09
         "PAYING AGENT"                                                                          2.03
         "PRICE PER SHARE"                                                                       9.09
         "REGISTRAR"                                                                             2.03
         "TRANSFER AGENT"                                                                        2.03
         "U.S. GOVERNMENT OBLIGATIONS"                                                           8.02
</TABLE>

SECTION 1.03. Rules of Construction.

     Unless the context otherwise requires:

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

     (2)  an accounting term not otherwise defined has the meaning assigned to
          it in accordance with generally accepted accounting principles in the
          United States;

     (3)  generally accepted accounting principles are those applicable from
          time to time;

     (4)  all terms used in this Indenture that are defined by the TIA, defined
          by TIA reference to another statute or defined by SEC rule under the
          TIA have the meanings assigned to them by such definitions;

     (5)  "or" is not exclusive; and

     (6)  words in the singular include the plural, and in the plural include
          the singular.


                           ARTICLE 2 - THE SECURITIES


SECTION 2.01. Issuable in Series.

     The aggregate principal amount of Securities that may be issued under this
Indenture is unlimited. The Securities may be issued from time to time in one or
more series. Each series shall be created by a Securities Resolution that
establishes the terms of the series, which may include the following:

     (1)  the title of the series;


                                       4
<PAGE>   10
     (2)  the aggregate principal amount of the series;

     (3)  the interest rate or rates, if any, or method of calculating the
          interest rate or rates;

     (4)  the date from which interest will accrue;

     (5)  the record dates for interest payable on Registered Securities;

     (6)  the dates when principal and interest are payable;

     (7)  the manner of paying principal and interest;

     (8)  the places where principal and interest are payable;

     (9)  the Registrar, Transfer Agent and Paying Agent;

     (10) the terms of any mandatory or optional redemption by the Company
          including any sinking fund;

     (11) the terms of any redemption at the option of Holders;

     (12) the denominations in which Securities are issuable;

     (13) whether Securities will be issuable as Registered Securities or
          uncertificated Securities;

     (14) whether and upon what terms Registered Securities and uncertificated
          Securities may be exchanged;

     (15) whether any Securities will be represented by a Security in global
          form;

     (16) the terms of any global Security;

     (17) the terms of any tax indemnity;

     (18) the currencies (including any composite currency) in which principal
          or interest may be paid;

     (19) if payments of principal or interest may be made in a currency other
          than that in which Securities are denominated, the manner for
          determining such payments;


                                       5
<PAGE>   11

     (20) if amounts of principal or interest may be determined by reference to
          an index, formula or other method, the manner for determining such
          amounts;

     (21) provisions for electronic issuance of Securities or for Securities in
          uncertificated form;

     (22) the portion of principal payable upon acceleration of a Discounted
          Debt Security;

     (23) whether any Events of Default or covenants in addition to or in lieu
          of those set forth in this Indenture apply;

     (24) whether and upon what terms Securities may be defeased;

     (25) the form of the Securities, which may be in the form of Exhibit A;

     (26) any terms that may be required by or advisable under U.S. or other
          applicable laws or regulations;

     (27) whether and upon what terms the Securities will be convertible into or
          exchangeable for Common Stock of the Company or other equity or debt
          securities, which may include the terms provided in Article 9;

     (28) the ranking of the Securities, including the relative degree, if any,
          to which the Securities of such series shall be subordinated to one or
          more other series of Securities in right of payment, whether
          outstanding or not;

     (29) any provisions relating to extending or shortening the date on which
          the principal and premium, if any, of the Securities of such series is
          payable;

     (30) any provisions relating to the deferral of payment of any interest;
          and

     (31) any other terms not inconsistent with this Indenture.

     All Securities of one series need not be issued at the same time and,
unless otherwise provided, a series may be reopened for issuances of additional
Securities of such series.

     The creation and issuance of a series and the authentication and delivery
thereof are not subject to any conditions precedent.

SECTION 2.02. Execution and Authentication.

     Two Officers shall sign the Securities by manual or facsimile signature.
The Company's seal shall be reproduced on the Securities.


                                       6
<PAGE>   12

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

     A Security shall not be valid until the Security is authenticated by the
manual or facsimile signature of the Registrar. The signature shall be
conclusive evidence that the Security has been authenticated under this
Indenture.

     Each Registered Security shall be dated the date of its authentication.

     Securities may have notations, legends or endorsements required by law,
stock exchange rule, agreement or usage.

     In the event Securities are issued in electronic or other uncertificated
form, such Securities may be validly issued without the signatures or seal
contemplated by this Section 2.02.

SECTION 2.03. Registrar and Transfer, Paying and Conversion Agents and Other
              Agents.

     The Company shall maintain an office or agency where Securities may be
authenticated ("REGISTRAR"), where Securities may be presented for registration
of transfer or for exchange ("TRANSFER AGENT"), where Securities may be
presented for payment ("PAYING AGENT") and where Securities may be presented for
conversion ("CONVERSION AGENT"). Whenever the Company must issue or deliver
Securities pursuant to this Indenture, the Registrar shall authenticate the
Securities at the Company's request. The Transfer Agent shall keep a register of
the Securities and of their transfer and exchange.

     The Trustee shall be, and is hereby appointed as, Registrar. The Company
may appoint more than one Transfer Agent, Paying Agent or Conversion Agent or
other Agent for a series. The Company shall notify the Trustee of the name and
address of any Agent not a party to this Indenture. If the Company does not
appoint or maintain a Transfer Agent, Paying Agent or Conversion Agent for a
series, the Trustee shall act as such.

SECTION 2.04.   Paying Agent to Hold Money in Trust.

     The Company shall require each Paying Agent for a series other than the
Trustee to agree in writing that the Paying Agent will hold in trust for the
benefit of the persons entitled thereto all money held by the Paying Agent for
the payment of principal of or interest on the series, and will notify the
Trustee of any default by the Company in making any such payment.

     While any such default continues, the Trustee may require a Paying Agent to
pay all money so held by it to the Trustee. The Company at any time may require
a Paying Agent to pay all money held by it to the Trustee. Upon payment over to
the Trustee, the Paying Agent shall have no further liability for the money.


                                       7
<PAGE>   13

     If the Company or an Affiliate acts as Paying Agent for a series, it shall
segregate and hold as a separate trust fund all money held by it as Paying Agent
for the series.

     The Company may elect not to exchange or register the transfer of any
Security for a period of 15 days before a selection of Securities to be
redeemed.

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 Transfer Agent, the Company shall
furnish to the Trustee semiannually and at such other times as the Trustee may
request a list in such form and as of such date as the Trustee may reasonably
require of the names and addresses of Holders of Securities.

SECTION 2.06. Transfer and Exchange.

     Where Securities of a series are presented to the Transfer Agent with a
request to register a transfer or to exchange them for an equal principal amount
of Securities of other denominations of the same series, the Transfer Agent
shall register the transfer or make the exchange if its requirements for such
transactions are met.

     The Transfer Agent may require a Holder to pay a sum sufficient to cover
any taxes imposed on a transfer or exchange.

SECTION 2.07. Replacement Securities.

     If the Holder of a Security claims that it has been lost, destroyed or
wrongfully taken, then, in the absence of notice to the Company or the Trustee
that the Security has been acquired by a bona fide purchaser, the Company shall
issue a replacement Security if the Company and the Trustee receive:

     (1)  evidence satisfactory to them of the loss, destruction or taking;

     (2)  an indemnity bond satisfactory to them; and

     (3)  payment of a sum sufficient to cover their expenses and any taxes for
          replacing the Security.

     Every replacement Security is an additional obligation of the Company.

SECTION 2.08. Outstanding Securities.


                                       8
<PAGE>   14

     The Securities outstanding at any time are all the Securities authenticated
by the Registrar except for those cancelled by it, those delivered to it for
cancellation, and those described in this Section as not outstanding.

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

     If Securities are considered paid under Section 4.01, they cease to be
outstanding and interest on them ceases to accrue.

     A Security does not cease to be outstanding because the Company or an
Affiliate holds the Security.

SECTION 2.09. Discounted Debt Securities.

     In determining whether the Holders of the required principal amount of
Securities have concurred in any direction, waiver or consent, the principal
amount of a Discounted Debt Security shall be the amount of principal that would
be due as of the date of such determination if payment of the Security were
accelerated on that date.

SECTION 2.10. Treasury Securities.

     In determining whether the Holders of the required principal amount of
Securities have concurred in any direction, waiver or consent, Securities owned
by the Company or an Affiliate shall be disregarded, except that for the
purposes 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.

SECTION 2.11. Global Securities.

     If the Securities Resolution so provides, the Company may issue some or all
of the Securities of a series in temporary or permanent global form. A global
Security may be in registered form or in uncertificated form. A global Security
shall represent that amount of Securities of a series as specified in the global
Security or as endorsed thereon from time to time. At the Company's request, the
Registrar shall endorse a global Security to reflect the amount of any increase
or decrease in the Securities represented thereby.

     The Company may issue a global Security only to a depository designated by
the Company. A depository may transfer a global Security only as a whole to its
nominee or to a successor depository.


                                       9
<PAGE>   15

     The Securities Resolution may establish, among other things, the manner of
paying principal and interest on a global Security and whether and upon what
terms a beneficial owner of an interest in a global Security may exchange such
interest for definitive Securities.

     The Company, an Affiliate, the Trustee and any Agent shall not be
responsible for any acts or omissions of a depository, for any depository
records of beneficial ownership interests or for any transactions between the
depository and beneficial owners.

SECTION 2.12. Temporary Securities.

     Until definitive Securities of a series are ready for delivery, the Company
may use temporary Securities. Temporary Securities shall be substantially in the
form of definitive Securities but may have variations that the Company considers
appropriate for temporary Securities. Temporary Securities may be in global
form. Without unreasonable delay, the Company shall deliver definitive
Securities in exchange for temporary Securities.

SECTION 2.13. Cancellation.

     The Company at any time may deliver Securities to the Registrar for
cancellation. The Transfer Agent and the Paying Agent shall forward to the
Registrar any Securities surrendered to them for payment, exchange or
registration of transfer. The Registrar shall cancel all Securities surrendered
for payment, registration of transfer, exchange or cancellation. The Registrar
shall destroy cancelled Securities unless the Company otherwise directs.

     Unless the Securities Resolution otherwise provides, the Company may not
issue new Securities to replace Securities that the Company has paid or that the
Company has delivered to the Registrar for cancellation.

SECTION 2.14. Defaulted Interest.

     If the Company defaults in a payment of interest on Registered Securities,
it need not pay the defaulted interest to Holders on the regular record date.
The Company may fix a special record date for determining Holders entitled to
receive defaulted interest, or the Company may pay defaulted interest in any
other lawful manner.




                                       10
<PAGE>   16


                             ARTICLE 3 - REDEMPTION


SECTION 3.01. Notices to Trustee.

     Securities of a series that are redeemable before maturity shall be
redeemable in accordance with their terms and, unless the Securities Resolution
otherwise provides, in accordance with this Article.

     In the case of a redemption by the Company, the Company shall notify the
Trustee of the redemption date and the principal amount of Securities to be
redeemed. The Company shall notify the Trustee at least 45 days before the
redemption date unless a shorter notice is satisfactory to the Trustee.

     If the Company is required to redeem Securities, it may reduce the
principal amount of Securities required to be redeemed to the extent that it is
permitted a credit against such redemption requirement by the terms of the
Securities Resolution and notifies the Trustee of the amount of such credit and
the basis for it. If the reduction is based on a credit for acquired or redeemed
Securities that the Company has not previously delivered to the Registrar for
cancellation, the Company shall deliver the Securities at the same time as the
notice.

SECTION 3.02. Selection of Securities to Be Redeemed.

     If less than all the Securities of a series are to be redeemed, the Trustee
shall select the Securities to be redeemed by a method the Trustee considers
fair and appropriate. The Trustee shall make the selection from Securities of
the series outstanding not previously called for redemption. The Trustee may
select for redemption portions of the principal of Securities having
denominations larger than the minimum denomination for the series. Securities
and portions thereof selected for redemption shall be in amounts equal to the
minimum denomination for the series or an integral multiple thereof. Provisions
of this Indenture that apply to Securities called for redemption also apply to
portions of Securities called for redemption.

SECTION 3.03. Notice of Redemption.

     At least 30 but not more than 60 days before a redemption date, the Company
shall mail a notice of redemption by first-class mail to each Holder of
Registered Securities whose Securities are to be redeemed.


     A notice shall identify the Securities of the series to be redeemed and
shall state:

     (1)  the redemption date;

     (2)  the redemption price;


                                       11
<PAGE>   17

     (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)  that interest on Securities called for redemption ceases to accrue on
          and after the redemption date;

     (6)  whether the redemption by the Company is mandatory or optional; and

     (7)  whether the redemption is conditional as provided in Section 3.04, and
          if so, the terms of the conditions, and that, if the conditions are
          not satisfied or are not waived by the Company, the Securities will
          not be redeemed and such a failure to redeem will not constitute an
          Event of Default.

     A redemption notice given by publication need not identify Registered
Securities to be redeemed.

     At the Company's request, the Trustee shall give the notice of redemption
in the Company's name and at its expense.

SECTION 3.04. Effect of Notice of Redemption.

     Except as provided below, once notice of redemption is given, Securities
called for redemption become due and payable on the redemption date at the
redemption price stated in the notice.

     A notice of redemption may provide that it is subject to the occurrence of
any event before the date fixed for such redemption as described in such notice
("CONDITIONAL REDEMPTION"), and such notice of Conditional Redemption shall be
of no effect unless all such conditions to the redemption have occurred on or
before such date or have been waived by the Company in its sole discretion.

SECTION 3.05. Payment of Redemption Price.

     On or before the redemption date, the Company shall deposit with the Paying
Agent money sufficient to pay the redemption price of and accrued interest on
all Securities to be redeemed on that date.

     When the Holder of a Security surrenders it for redemption in accordance
with the redemption notice, the Company shall pay to the Holder on the
redemption date the redemption price and accrued interest to such date, except
that the Company will pay any such interest (except defaulted interest) to
Holders on the record date if the redemption date occurs on an interest payment
date.


                                       12
<PAGE>   18

SECTION 3.06. Securities Redeemed in Part.

     Upon surrender of a Security that is redeemed in part, the Company shall
deliver to the Holder a new Security of the same series equal in principal
amount to the unredeemed portion of the Security surrendered.


                              ARTICLE 4 - COVENANTS


SECTION 4.01. Payment of Securities.

     The Company shall pay the principal of and interest on a series in
accordance with the terms of the Securities for the series and this Indenture.
Principal and interest on a series shall be considered paid on the date due if
the Paying Agent for the series holds on that date money sufficient to pay all
principal and interest then due on the series.

SECTION 4.02. Overdue Interest.

     Unless the Securities Resolution otherwise provides, the Company shall pay
interest on overdue principal of a Security of a series at the rate (or Yield to
Maturity in the case of a Discounted Debt Security) borne by the series; the
Company shall pay interest on overdue installments of interest at the same rate
or Yield to Maturity to the extent lawful.

SECTION 4.03. No Lien Created, etc.

     This Indenture and the Securities do not create a Lien, charge or
encumbrance on any property of the Company or any Subsidiary.

SECTION 4.04. Compliance Certificate.

     The Company shall deliver to the Trustee, within 120 days after the end of
each fiscal year of the Company, a brief certificate signed by the principal
executive officer, principal financial officer or principal accounting officer
of the Company, as to the signer's knowledge of the Company's compliance with
all conditions and covenants under this Indenture (determined without regard to
any period of grace or requirement of notice provided herein).

     Any other obligor on the Securities shall also deliver to the Trustee such
a certificate as to its compliance with this Indenture within 120 days after the
end of each of its fiscal years.

     The certificates need not comply with Section 11.04.

SECTION 4.05. SEC Reports.


                                       13
<PAGE>   19

     The Company shall file with the Trustee, within 15 days after the Company
is required to file the same with the SEC, copies of the annual reports and of
the information, documents, and other reports (or such portions of the foregoing
as the SEC may prescribe) which the Company is required to file with the SEC
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

     Any other obligor on the Securities shall do likewise as to the above items
which it is required to file with the SEC pursuant to those sections.



                             ARTICLE 5 - SUCCESSORS


SECTION 5.01. When Company May Merge, etc.

     Unless the Securities Resolution establishing a Series otherwise provides,
the Company shall not consolidate with or merge into any person in any
transaction in which the Company is not the survivor, or transfer all or
substantially all of its assets to any person, unless:

     (1)  the person is organized under the laws of the United States or a State
          thereof or is organized under the laws of a foreign jurisdiction and
          consents to the jurisdiction of the courts of the United States or a
          State thereof;

     (2)  the person assumes by supplemental indenture all the obligations of
          the Company under this Indenture and the Securities;

     (3)  immediately after the transaction no Default exists; and

     (4)  the Company provides an Officers' Certificate and an Opinion of
          Counsel to the effect that all the provisions in this Section 5.01
          have been complied with.

     The successor shall be substituted for the Company, and thereafter all
obligations of the Company under this Indenture and the Securities shall
terminate.


                        ARTICLE 6 - DEFAULTS AND REMEDIES


SECTION 6.01. Events of Default.

     Unless the Securities Resolution otherwise provides, an "EVENT OF DEFAULT"
on a series occurs if:


                                       14
<PAGE>   20

     (1)  the Company defaults in any payment of interest on any Securities of
          the series when the same becomes due and payable and the Default
          continues for a period of 30 days;

     (2)  the Company defaults in the payment of the principal and premium, if
          any, of any Securities of the series when the same becomes due and
          payable at maturity or upon redemption, acceleration or otherwise;

     (3)  the Company defaults in the payment or satisfaction of any sinking
          fund obligation with respect to any Securities of the series as
          required by the Securities Resolution establishing such series and the
          Default continues for a period of 30 days;

     (4)  the Company defaults in the performance of any of its other agreements
          applicable to the series and the Default continues for 60 days after
          the notice specified below;

     (5)  the Company 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 for it or for all or
               substantially all of its property, or

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

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

          (A)  is for relief against the Company in an involuntary case,

          (B)  appoints a Custodian for the Company or for all or substantially
               all of its property, or

          (C)  orders the liquidation of the Company;

          and the order or decree remains unstayed and in effect for 60 days; or

     (7)  there occurs any other Event of Default provided for in the series.


                                       15
<PAGE>   21

     The term "BANKRUPTCY LAW" means Title 11, U.S. Code or any similar Federal
or State law for the relief of debtors. The term "CUSTODIAN" means any receiver,
trustee, assignee, liquidator or a similar official under any Bankruptcy Law.

     A Default under clause (4) is not an Event of Default until the Trustee or
the Holders of at least 25% in principal amount of the series notify the Company
of the Default and the Company does not cure the Default within the time
specified after receipt of the notice. The notice must specify the Default,
demand that it be remedied and state that the notice is a "NOTICE OF DEFAULT."
If Holders notify the Company of a Default, they shall notify the Trustee at the
same time.

     The failure to redeem any Security subject to a Conditional Redemption is
not an Event of Default if any event on which such redemption is so conditioned
does not occur and is not waived before the scheduled redemption date.

SECTION 6.02. Acceleration.

     If an Event of Default occurs and is continuing on a series, the Trustee by
notice to the Company, or the Holders of at least 25% in principal amount of the
series by notice to the Company and the Trustee, may declare the principal of
and accrued interest on all the Securities of the series to be due and payable
immediately. Discounted Debt Securities may provide that the amount of principal
due upon acceleration is less than the stated principal amount.

     The Holders of a majority in principal amount of the series 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 on the series have been cured or waived except nonpayment of principal
or interest that has become due solely because of the acceleration.

SECTION 6.03. Other Remedies.

     If an Event of Default occurs and is continuing on a series, the Trustee
may pursue any available remedy to collect principal or interest then due on the
series, to enforce the performance of any provision applicable to the series, or
otherwise to protect the rights of the Trustee and Holders of the series.

     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. All remedies are
cumulative to the extent permitted by law.

SECTION 6.04. Waiver of Past Defaults.


                                       16
<PAGE>   22

     Unless the Securities Resolution otherwise provides, the Holders of a
majority in principal amount of a series by notice to the Trustee may waive an
existing Default on the series and its consequences except:

     (1)  a Default in the payment of the principal of or interest on the
          series, or

     (2)  a Default in respect of a provision that under Section 10.02 cannot be
          amended without the consent of each Securityholder affected.

SECTION 6.05. Control by Majority.

     The Holders of a majority in principal amount of a series 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, with
respect to such series. However, the Trustee may refuse to follow any direction
that conflicts with law or this Indenture or if the Trustee in good faith shall
determine that the action or direction might involve the Trustee in personal
liability.

SECTION 6.06. Limitation on Suits.

     A Securityholder of a series may pursue a remedy with respect to the series

only if:

     (1)  the Holder gives to the Trustee notice of a continuing Event of
          Default on the series;

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

     (3)  such Holder or Holders offer to the Trustee indemnity satisfactory to
          the Trustee 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 indemnity; and

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

     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. Collection Suit by Trustee.


                                       17
<PAGE>   23

     If an Event of Default in payment of interest, principal or sinking fund
specified in Section 6.01(l), (2) or (3) occurs and is continuing on a series,
the Trustee may recover judgment in its own name and as trustee of an express
trust against the Company for the whole amount of principal and interest
remaining unpaid on the series.

SECTION 6.08. Priorities.

     If the Trustee collects any money for a series pursuant to this Article, it
shall pay out the money in the following order:

     First: to the Trustee for amounts due under Section 7.06;

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

     Third: to the Company.

     The Trustee may fix a payment date for any payment to Securityholders.



                               ARTICLE 7 - TRUSTEE

SECTION 7.01. Rights of Trustee.

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

     (2)  Before the Trustee acts or refrains from acting, it may require an
          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 Certificate or Opinion.

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

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

     (5)  The Trustee may refuse to perform any duty or exercise any right or
          power which it reasonably believes may expose it to any loss,
          liability or expense


                                       18
<PAGE>   24

          unless it receives indemnity satisfactory to it against such loss,
          liability or expense.

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

     (7)  The Trustee shall have no duty with respect to a Default unless a
          Trust Officer has actual knowledge of the Default. As used herein, the
          term "ACTUAL KNOWLEDGE" means the actual fact or statement of knowing,
          without any duty to make any investigation with regard thereto.

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

     (9)  Any Agent shall have the same rights and be protected to the same
          extent as if it were the Trustee.

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

SECTION 7.02. Individual Rights of Trustee.

     The Trustee in its individual or any other capacity may become the owner or
pledgee of Securities and may otherwise deal with the Company or an Affiliate
with the same rights it would have if it were not Trustee. Any Agent may do the
same with like rights.

SECTION 7.03. Trustee's Disclaimer.

     The Trustee makes no representation as to the validity or adequacy of this
Indenture or the Securities; it shall not be accountable for the Company's use
of the proceeds from the Securities; it shall not be responsible for any
statement in the Securities; it shall not be responsible for any overissue; it
shall not be responsible for determining whether the form and terms of any
Securities were established in conformity with this Indenture; it shall not be
responsible for determining whether any Securities were issued in accordance
with this Indenture; and it shall not be responsible for the acts or omissions
of any other Trustees appointed hereunder.

SECTION 7.04. Notice of Defaults.

     If a Default occurs and is continuing on a series and if the Trustee has
actual knowledge of such Default, the Trustee shall mail a notice of the Default
within 90 days after it occurs to Holders of Registered Securities of the
series. Except in the case of a Default in payment on a series, the Trustee may
withhold the notice if and so long as a committee of its Trust Officers


                                       19
<PAGE>   25

in good faith determines that withholding the notice is in the interest of
Holders of the series. The Trustee shall withhold notice of a Default described
in Section 6.01(4) until at least 60 days after it occurs.

SECTION 7.05. Reports by Trustee to Holders.

     Any report required by TIA ss. 313(a) to be mailed to Securityholders shall
be mailed by the Trustee on or before May 15th of each year.

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

SECTION 7.06. Compensation and Indemnity.

     The Company shall pay to the Trustee from time to time reasonable
compensation for its services. The Trustee's compensation shall not be limited
by any law on compensation of a trustee of an express trust. The Company shall
reimburse the Trustee upon request for all reasonable out-of-pocket expenses
incurred by it. Such expenses shall include the reasonable compensation and
expenses of the Trustee's agents and counsel.

     The Company shall indemnify the Trustee against any loss or liability
incurred by it. The Trustee shall notify the Company promptly of any claim for
which it may seek indemnity. The Company shall defend the claim and the Trustee
shall cooperate in the defense. The Trustee may have separate counsel and the
Company shall pay the reasonable fees and expenses of such counsel. The Company
need not pay for any settlement made without its consent.

     The Company need not reimburse any expense or indemnify against any loss or
liability incurred by the Trustee through its own negligence or willful
misconduct.

     To secure the Company'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, except that held in trust to pay principal or interest
on particular securities.

     When the Trustee incurs expenses or renders services after an Event of
Default specified in Section 6.01(5) or (6) occurs, such expenses and the
compensation for such services are intended to constitute expenses of
administration under any Bankruptcy Law.

     The provisions of this Section shall survive any termination or discharge
of this Indenture (including without limitation any termination under any
Bankruptcy Law) and the resignation or removal of the Trustee.

SECTION 7.07. Replacement of Trustee.


                                       20
<PAGE>   26

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

     The Trustee may resign by so notifying the Company. 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 with the Company's
consent.

     The Company may remove the Trustee if:

     (1)  the Trustee fails to comply with TIA ss. 310(a) or ss. 310(b) or with
          Section 7.09;

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

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

     (4)  the Trustee becomes incapable of acting; or

     (5)  an event of the kind described in Section 6.01(5) or (6) occurs with
          respect to the Trustee.

     The Company also may remove the Trustee with or without cause if the
Company so notifies the Trustee three months in advance and if no Default occurs
during the three-month period.

     If the Trustee resigns or is removed or if a vacancy exists in the office
of Trustee for any reason, the Company shall promptly appoint a successor
Trustee.

     If a successor Trustee does not take office within 30 days after the
retiring Trustee resigns or is removed, the retiring Trustee, the Company or the
Holders of a majority in principal amount of the Securities may petition any
court of competent jurisdiction for the appointment of a successor Trustee.

     If the Trustee fails to comply with TIA ss. 310(a) or ss. 310(b) or with
Section 7.09, any Securityholder may petition any court of competent
jurisdiction for the removal of the Trustee and the appointment of a successor
Trustee.

     A successor Trustee shall deliver a written acceptance of its appointment
to the retiring Trustee and to the Company. 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 Holders of Registered
Securities. 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
7.06.


                                       21
<PAGE>   27


SECTION 7.08. Successor Trustee by Merger, etc.

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

SECTION 7.09. Trustee's Capital and Surplus.

     The Trustee at all times shall have a combined capital and surplus of at
least $50,000,000 as set forth in its most recent published report of financial
condition.



                  ARTICLE 8 - DISCHARGE OF INDENTURE

SECTION 8.01. Defeasance.

     Securities of a series may be defeased in accordance with their terms and,
unless the Securities Resolution otherwise provides, in accordance with this
Article.

     The Company at any time may terminate as to a series all of its obligations
under this Indenture, the Securities of the series ("legal defeasance option").
The Company at any time may terminate as to a series its obligations, if any,
under any restrictive covenants which may be applicable to a particular series
("covenant defeasance option"). However, in the case of the legal defeasance
option, the Company's obligations in Sections 2.03, 2.04, 2.05, 2.06, 2.07,
7.06, 7.07 and 8.04 shall survive until the Securities of the series are no
longer outstanding; thereafter the Company's obligations in Section 7.06 shall
survive.

     The Company may exercise its legal defeasance option notwithstanding its
prior exercise of its covenant defeasance option. If the Company exercises its
legal defeasance option, a series may not be accelerated because of an Event of
Default. If the Company exercises its covenant defeasance option, a series may
not be accelerated by reference to any restrictive covenants as to which the
covenant defeasance option applicable to such series has been so exercised.

     The Trustee upon request shall acknowledge in writing the discharge of
those obligations or restrictions that the Company terminates by defeasance.

SECTION 8.02. Conditions to Defeasance.

     The Company may exercise as to a series its legal defeasance option or its
covenant defeasance option if:

     (1)  the Company irrevocably deposits in trust with the Trustee or another
          trustee money or U.S. Government Obligations;


                                       22
<PAGE>   28

     (2)  the Company 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 on the deposited
          U.S. Government Obligations without reinvestment 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 of the series to maturity or redemption, as the
          case may be;

     (3)  immediately after the deposit no Default exists;

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

     (5)  the deposit does not cause the Trustee to have a conflicting interest
          under TIA ss. 310(a) or ss. 310(b) as to another series;

     (6)  the Company delivers to the Trustee an Opinion of Counsel to the
          effect that Holders of the series will not recognize income, gain or
          loss for Federal income tax purposes as a result of the defeasance;

     (7)  91 days pass after the deposit is made and during the 91-day period no
          Default specified in Section 6.01(5) or (6) occurs that is continuing
          at the end of the period; and

     (8)  the Company provides an Officers' Certificate and an Opinion of
          Counsel to the effect that all conditions precedent pursuant to this
          Section 8.02 have been satisfied.

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

     "U.S. GOVERNMENT OBLIGATIONS" means direct obligations of (i) the United
States or (ii) an agency or instrumentality of the United States, the payment of
which is unconditionally guaranteed by the United States, which, in either case,
have the full faith and credit of the United States pledged for payment and
which are not callable at the issuer's option, or certificates representing an
ownership interest in such obligations.

SECTION 8.03. Application of Trust Money.

     The Trustee shall hold in trust money or U.S. Government Obligations
deposited with it pursuant to Section 8.02. 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 and interest on
Securities of the defeased series.


                                       23
<PAGE>   29

SECTION 8.04. Repayment to Company.

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

     The Trustee and the Paying Agent shall pay to the Company upon request any
money held by them for the payment of principal or interest that remains
unclaimed for two years. After payment to the Company, Securityholders entitled
to the money must look to the Company for payment as unsecured general creditors
unless an abandoned property law designates another person.


                             ARTICLE 9 - CONVERSION


SECTION 9.01. Conversion Privilege.

     If the Securities Resolution establishing the terms of a series of
securities so provides, Securities of any series may be convertible at the
option of the holders into or for Common Stock or other equity or debt
securities (a "CONVERSION RIGHT"). The Securities Resolution may establish,
among other things, the Conversion Rate, provisions for adjustments to the
Conversion Rate and limitations upon exercise of the Conversion Right.

     Unless the Securities Resolution otherwise provides, a Holder may convert a
portion of a Security if the portion is $1,000 or an integral multiples thereof.
Provisions of this Indenture that apply to the conversion of the aggregate
principal amount of a Security also apply to conversion of a portion of it.

     The Securities Resolution providing for Securities with a Conversion Right
may establish any terms in addition to, or other than (including terms
inconsistent with), those set forth in this Article 9 with respect to the
conversion of the Securities established thereby (other than those of Section
9.16).

SECTION 9.02. Conversion Procedure.

     To convert a Security a Holder must satisfy all requirements in the
Securities or the Securities Resolution and (i) complete and manually sign the
conversion notice (the "CONVERSION NOTICE") provided for in the Securities
Resolution or the Security (or complete and manually sign a facsimile thereof)
and deliver such notice to the Conversion Agent or any other office or agency
maintained for such purpose, (ii) surrender the Security to the Conversion Agent
or at such other office or agency by physical delivery, (iii) if required,
furnish appropriate endorsements and transfer documents, and (iv) if required,
pay all transfer or similar taxes. The date on which such notice shall have been
received by and the Security shall have been so surrendered to the Conversion
Agent is the "CONVERSION DATE." Such Conversion Notice shall be irrevocable and
may not be withdrawn by a Holder for any reason.


                                       24
<PAGE>   30

     The Company will complete settlement of any conversion of Securities not
later than the fifth business day following the Conversion Date in respect of
the cash portion elected to be delivered in lieu of the securities into which
the Security is convertible and not later than the seventh business day
following the Conversion Date in respect of the portion to be settled in such
securities.

     If any Security is converted between the record date for the payment of
interest and the next succeeding interest payment date, such Security must be
accompanied by funds equal to the interest payable on such succeeding interest
payment date on the principal amount so converted (unless such Security shall
have been called for redemption during such period, in which case no such
payment shall be required). A Security converted on an interest payment date
need not be accompanied by any payment, and the interest on the principal amount
of the Security being converted will be paid on such interest payment date to
the registered holder of such Security on the immediately preceding record date.
Subject to the aforesaid right of the registered holder to receive interest, no
payment or adjustment will be made on conversion for interest accrued on the
converted Security or for interest, dividends or other distributions payable on
any security issued on conversion.

     If a Holder converts more than one Security at the same time, the
securities into which the Security is convertible issuable or cash payable upon
the conversion shall be based on the total principal amount of the Securities
converted.

     Upon surrender of a Security that is converted in part the Trustee shall
authenticate for the Holder a new Security equal in principal amount to the
unconverted portion of the Security surrendered; except that if a global
Security is so surrendered the Trustee shall authenticate and, if applicable,
deliver to the depository a new global Security in a denomination equal to and
in exchange for the unconverted portion of the principal of the global Security
so surrendered.

     If the last day on which a Security may be converted is a Legal Holiday in
a place where a Conversion Agent is located, the Security may be surrendered to
that Conversion Agent on the next succeeding day that is not a Legal Holiday.

SECTION 9.03. Taxes on Conversion .

     If a Holder of a Security exercises a Conversion Right, the Company shall
pay any documentary, stamp or similar issue or transfer tax due on the issue of
the securities into which the Security is convertible upon the conversion.
However, the Holder shall pay any such tax which is due because securities or
other property are issued in a name other than the Holder's name. Nothing herein
shall preclude any income tax or other withholding required by law or
regulations.

SECTION 9.04. Company Determination Final .

     Any determination that the Board of Directors makes pursuant to this
Article 9 or consistent with terms provided for in any Securities Resolution is
conclusive, absent manifest error.



                                       25
<PAGE>   31

SECTION 9.05. Trustee's and Conversion Agent's Disclaimer.

     The Trustee (and each Conversion Agent other than the Company) has no duty
to determine when or if an adjustment under this Article 9 or any Securities
Resolution should be made, how it should be made or calculated or what it should
be. The Trustee (and each Conversion Agent other than the Company) makes no
representation as to the validity or value of any securities issued upon
conversion of Securities. The Trustee (and each Conversion Agent other than the
Company) shall not be responsible for the Company's failure to comply with this
Article 9 or any provision of a Securities Resolution relating to a Conversion
Right.

SECTION 9.06. Company to Provide Conversion Securities.

     The Company shall reserve out of its authorized but unissued Common Stock
or its Common Stock held in treasury sufficient shares to permit the conversion
of all of the Securities convertible into Common Stock. The Company shall
arrange and make available for issuance upon conversion the full amount of any
other securities into which the Securities are convertible to permit such
conversion of the Securities.

     All shares of Common Stock or other equity securities of any person which
may be issued upon conversion of the Securities shall be validly issued, fully
paid and nonassessable.

     The Company will comply with all securities laws regulating the offer and
delivery of securities upon conversion of Securities.

SECTION 9.07. Cash Settlement Option.

     If the Securities Resolution so provides, the Company may elect to satisfy,
in whole or in part, a Conversion Right of Securities convertible into Common
Stock or other securities of any person by the delivery of cash. The amount of
cash to be delivered shall be equal to the Market Price on the last Trading Day
preceding the applicable Conversion Date of a share of Common Stock or other
securities of any person into which the Securities are convertible multiplied by
the number of shares of Common Stock or the number of shares or principal amount
of other securities into which the Securities are convertible, respectively, in
respect of which the Company elects to deliver cash. If the Company elects to
satisfy, in whole or in part, a Conversion Right by the delivery of shares of
Common Stock or other securities, no fractional shares or portion of other
securities will be delivered. Instead, the Company will pay cash based on the
Market Price for such fractional share of Common Stock or portion of other
securities.

     The "MARKET PRICE" of the Common Stock into which Securities or other
equity securities into which the Securities are convertible may be converted
pursuant to a Securities Resolution or this Article 9 on any Trading Day means
the weighted average per share sale price for all sales of the Common Stock or
other equity securities on such Trading Day (or, if the information necessary to
calculate such weighted average per share sale price is not reported, the
average of the high and low sale prices, or if no sales are reported, the
average of the bid and ask prices or, if more


                                       26
<PAGE>   32

than one in either case, the average of the average bid and average ask prices),
as reported in the composite transactions for the New York Stock Exchange, or if
the Common Stock or other equity securities into which the Securities are
convertible are not listed or admitted to trading on such exchange, as reported
in the composite transactions for the principal national or regional United
States securities exchange on which the Common Stock or other equity securities
into which the Securities are convertible are listed or admitted to trading or,
if the Common Stock or other equity securities into which the Securities are
convertible are not listed or admitted to trading on a United States national or
regional securities exchange, as reported by NASDAQ or by the National Quotation
Bureau Incorporated, or if not so reported, as determined in the manner set
forth in the appropriate Securities Resolution. In the absence of such
quotations, the Company shall be entitled to determine the Market Price on the
basis of such quotations as it considers appropriate.

     The "MARKET PRICE" of any debt security into which Securities are
convertible shall be determined as set forth in the applicable Securities
Resolution.

SECTION 9.08. Adjustment in Conversion Rate for Change in Capital Stock.

     If the Securities are convertible into Common Stock and the Company:

     (1)  pays a dividend or makes a distribution on its Common Stock in shares
          of its Common Stock;

     (2)  subdivides its outstanding shares of Common Stock into a greater
          number of shares;

     (3)  combines its outstanding shares of Common Stock into a smaller number
          of shares;

     (4)  pays a dividend or makes a distribution on its Common Stock in shares
          of its Capital Stock other than Common Stock; or

     (5)  issues by reclassification of its Common Stock any shares of its
          Capital Stock,

then the conversion privilege and the Conversion Rate in effect immediately
prior to such action shall be adjusted so that the Holder of a Security
thereafter converted may receive the number of shares of Capital Stock of the
Company (or, at the Company's option, an equivalent amount in cash) which he
would have owned immediately following such action if he had converted the
Security immediately prior to such action.

     The adjustment shall become effective immediately after the record date in
the case of a dividend or distribution and immediately after the effective date
in the case of a subdivision, combination or reclassification.


                                       27
<PAGE>   33

     If the security into which the Securities are convertible is other than
Common Stock of the Company, the conversion rate shall be subject to adjustment
as set forth in the applicable Securities Resolution.

     If after an adjustment a Holder of a Security may, upon conversion, receive
shares of two or more classes of Capital Stock of the Company or other
securities, the Board of Directors of the Company shall determine the allocation
of the adjusted Conversion Rate between or among the classes of Capital Stock or
other securities. After such allocation, the conversion privilege and the
Conversion Rate of each class of Capital Stock or other securities shall
thereafter be subject to adjustment on terms comparable to those applicable to
Common Stock in this Article or in such Securities Resolution.

SECTION 9.09. Adjustment in Conversion Rate for Common Stock Issued Below Market
              Price.

     If the Securities are convertible into Common Stock, and the Company issues
to all holders of Common Stock rights, options or warrants to subscribe for or
purchase shares of Common Stock, or any securities convertible into or
exchangeable for shares of Common Stock, or rights, options or warrants to
subscribe for or purchase such convertible or exchangeable securities at a Price
Per Share (as defined and determined according to the formula given below) lower
than the current Market Price on the date of such issuance, the Conversion Rate
shall be adjusted in accordance with the following formula:

                      AC = CC x (O+N)
                                -----
                                O x R
                                    -
                                    M

where:


          AC   = the adjusted Conversion Rate.

          CC   = the then current Conversion Rate.

          O    = the number of shares of Common Stock outstanding immediately
               prior to such issuance (which number shall include shares owned
               or held by or for the account of the Company).

          N    = the "NUMBER OF SHARES," which (i) in the case of rights,
               options or warrants to subscribe for or purchase shares of Common
               Stock or of securities convertible into or exchangeable for
               shares of Common Stock, is the maximum number of shares of Common
               Stock initially issuable upon exercise, conversion or exchange
               thereof; and (ii) in the case of rights, options or warrants to
               subscribe for or purchase convertible or exchangeable securities,
               is the maximum number of shares of Common Stock initially
               issuable upon the conversion or exchange of the


                                       28
<PAGE>   34

               convertible or exchangeable securities issuable upon the exercise
               of such rights, options or warrants.

          R    = the proceeds received or receivable by the Company, which (i)
               in the case of rights, options or warrants to subscribe for or
               purchase shares of Common Stock or of securities convertible into
               or exchangeable for shares of Common Stock, is the aggregate
               amount received or receivable by the Company in consideration for
               the sale and issuance of such rights, options, warrants or
               convertible or exchangeable securities, plus the minimum
               aggregate amount of additional consideration, other than the
               convertible or exchangeable securities, payable to the Company
               upon exercise, conversion or exchange thereof, and (ii) in the
               case of rights, options or warrants to subscribe for or purchase
               convertible or exchangeable securities, is the aggregate amount
               received or receivable by the Company in consideration for the
               sale and issuance of such rights, options or warrants, plus the
               minimum aggregate consideration payable to the Company upon the
               exercise thereof, plus the minimum aggregate amount of additional
               consideration, other than the convertible or exchangeable
               securities, payable upon the conversion or exchange of the
               convertible or exchangeable securities; provided, that in each
               case the proceeds received or receivable by the Company shall be
               deemed to be the amount of gross cash proceeds without deducting
               therefrom any compensation paid or discount allowed in the sale,
               underwriting or purchase thereof by underwriters or dealers or
               others performing similar services or any expenses incurred in
               connection therewith.

          M    = the current Market Price per share of Common Stock on the date
               of issue of the rights, options or warrants to subscribe for or
               purchase shares of Common Stock or the securities convertible
               into or exchangeable for shares of Common Stock or the rights,
               options or warrants to subscribe for or purchase convertible or
               exchangeable securities.

     "PRICE PER SHARE" shall be defined and determined according to the
following formula:

                                      P = R
                                          -
                                          N

where:

          P    = Price Per Share

          and R and N have the meanings assigned above.

     If the Company shall issue rights, options, warrants or convertible or
exchangeable securities with respect to its Common Stock for a consideration
consisting, in


                                       29
<PAGE>   35

whole or in part, of property other than cash the amount of such consideration
shall be determined in good faith by the Board of Directors whose determination
shall be conclusive and evidenced by a resolution of the Board of Directors
filed with the Trustee.

     The adjustment shall be made successively whenever any such additional
rights, options, warrants or convertible or exchangeable securities with respect
to its Common Stock are issued, and shall become effective immediately after the
date of issue of such shares, rights, options, warrants or convertible or
exchangeable securities.

     To the extent that such rights, options or warrants to acquire Common Stock
expire unexercised or to the extent any convertible or exchangeable securities
with respect to its Common Stock are redeemed by the Company or otherwise cease
to be convertible or exchangeable into shares of Common Stock, the Conversion
Rate shall be readjusted to the Conversion Rate which would then be in effect
had the adjustment made upon the date of issuance of such rights, options,
warrants or convertible or exchangeable securities been made upon the basis of
the issuance of rights, options or warrants to subscribe for or purchase only
the number of shares of Common Stock as to which such rights, options or
warrants were actually exercised and the number of shares of Common Stock that
were actually issued upon the conversion or exchange of the convertible or
exchangeable securities.

     If the Securities are convertible into securities other than the Common
Stock, any adjustment in the Conversion Rate required for the issuance or sale
of the securities into which the Securities are convertible shall be made as set
forth in the Securities Resolution.

SECTION 9.10. Adjustment for Other Distributions.

     If the Securities are initially convertible into Common Stock and the
Company distributes to all holders of its Common Stock any of its assets or debt
securities or any rights or warrants to purchase assets or debt securities of
the Company, the Conversion Rate shall be adjusted in accordance with the
following formula:

                        AC= CC x (O x M)
                                 -------
                                 ((O x M)-F)

where:

          AC   = the adjusted Conversion Rate.

          CC   = the then current Conversion Rate.

          O    = the number of shares of Common Stock outstanding on the record
               date mentioned below (which number shall include shares owned or
               held by or for the account of the Company).


                                       30
<PAGE>   36

          M    = the current Market Price per share of Common Stock on the
               record date mentioned below.

          F    = the fair market value on the record date of the assets,
               securities, rights or warrants distributed. The Board of
               Directors of the Company shall determine the fair market value.

     The adjustment shall become effective immediately after the record date for
the determination of stockholders entitled to receive the distribution.

     If the securities into which the Securities are convertible are other than
Common Stock, any adjustments for such other distribution shall be made as set
forth in the Securities Resolution.

     This Section does not apply to cash dividends or distributions or to
reclassifications or distributions referred to in Section 9.08. Also, this
Section does not apply to shares issued below Market Price referred to in
Section 9.09.

SECTION 9.11. Voluntary Adjustment.

     The Company at any time may increase the Conversion Rate, temporarily or
otherwise, by any amount but in no event shall such Conversion Rate result in
the issuance of Capital Stock at a price less than the par value of such Capital
Stock at the time such increase is made.

SECTION 9.12. When Adjustment May Be Deferred.

     No adjustment in the Conversion Rate need be made unless the adjustment
would require a change of at least 1% in the Conversion Rate. Any adjustments
that are not made due to the immediately preceding sentence shall be carried
forward and taken into account in any subsequent adjustment; provided, that any
adjustment carried forward shall be deferred not in excess of three years,
whereupon any adjustment to the Conversion Rate will be effected.

     All calculations under this Article 9 shall be made to the nearest cent or
to the nearest 1/100th of a share, as the case may be.

SECTION 9.13. When No Adjustment Required.

     Except as set forth in Section 9.09, no adjustment in the Conversion Rate
shall be made because the Company issues, in exchange for cash, property or
services, shares of Common Stock, or any securities convertible into shares of
Common Stock, or securities carrying the right to purchase shares of Common
Stock or such convertible securities.


                                       31
<PAGE>   37

     No adjustment in the Conversion Rate need be made for rights to purchase or
the sale of Common Stock pursuant to a Company plan providing for reinvestment
of dividends or interest.

     No adjustment in the Conversion Rate need be made for a change in the par
value of the Common Stock or other securities having a par value.

     No adjustment need be made for a transaction referred to in Section 9.08,
9.09 or 9.10 if Securityholders are to participate in the transaction on a basis
and with notice that the Board of Directors determines to be fair and
appropriate in light of the basis and notice on which holders of Common Stock or
other securities into which the Securities are convertible participate in the
transaction.

SECTION 9.14. Notice of Adjustment.

     Whenever the Conversion Rate is adjusted, the Company shall promptly mail
to Holders of Securities affected a notice of the adjustment. The Company shall
file with the Trustee an Officers' Certificate or a certificate from the
Company's independent public accountants stating the facts requiring the
adjustment and the manner of computing it. The certificate shall be conclusive
evidence that the adjustment is correct, absent manifest error.

SECTION 9.15. Notice of Certain Transactions.

          If:

          (1)  the Company proposes to take any action that would require an
               adjustment in the Conversion Rate,

          (2)  the Company proposes to take any action that would require a
               supplemental indenture pursuant to Section 9.16, or

          (3)  there is a proposed liquidation or dissolution of the Company or
               of the issuer of any other security into which the Securities are
               convertible,

the Company shall mail to registered Holders of Securities of any affected
series a notice stating the proposed record date for a dividend or distribution
or the proposed effective date of a subdivision, combination, reclassification,
consolidation, merger, transfer, lease, liquidation or dissolution. The Company
shall mail the notice at least 15 days before such date. Failure to mail the
notice or any defect in it shall not affect the validity of the transaction.

SECTION 9.16. Reorganization of the Company.

     If the Company is a party to a transaction subject to Section 5.01, the
successor corporation (if other than the Company) shall enter into a
supplemental indenture which shall


                                       32
<PAGE>   38

provide that the Holder of a Security may convert it into the kind and amount of
securities, cash or other assets which he would have owned immediately after the
consolidation, merger or transfer if he had converted the Security immediately
before the effective date of the transaction. The supplemental indenture shall
provide for adjustments which shall be as nearly equivalent as may be practical
to the adjustments provided for in this Article. The successor company shall
mail to Holders of Securities of any affected series a notice briefly describing
the supplemental indenture.

     If this Section applies, Sections 9.08, 9.09 and 9.10 do not apply.


                             ARTICLE 10 - AMENDMENTS


SECTION 10.01. Without Consent of Holders.

     The Company and the Trustee may amend this Indenture or the Securities
without the consent of any Securityholder:

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

          (2)  to comply with Article 5 or Section 9.16;

          (3)  to provide that specific provisions of this Indenture shall not
               apply to a series not previously issued;

          (4)  to create a series and establish its terms;

          (5)  to provide for a separate Trustee for one or more series; or

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

SECTION 10.02. With Consent of Holders.

     Unless the Securities Resolution otherwise provides, the Company and the
Trustee may amend this Indenture and the Securities with the written consent of
the Holders of a majority in principal amount of the Securities of all series
affected by the amendment voting as one class. However, without the consent of
each Securityholder affected, an amendment under this Section may not:

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


                                       33
<PAGE>   39

          (2)  reduce the interest on or change the time for payment of interest
               on any Security (except an election to defer interest in
               accordance with the applicable Securities Resolutions and Section
               2.01(30) hereof);

          (3)  change the fixed maturity of any Security;

          (4)  reduce the principal of any non-Discounted Debt Security or
               reduce the amount of principal of any Discounted Debt Security
               that would be due upon an acceleration thereof;

          (5)  change the currency in which principal or interest on a Security
               is payable;

          (6)  make any change that materially adversely affects the right to
               convert or exchange any Security; or

          (7)  make any change in Section 6.04 or 10.02, except to increase the
               amount of Securities whose Holders must consent to an amendment
               or waiver or to provide that other provisions of this Indenture
               cannot be amended or waived without the consent of each
               Securityholder affected thereby.

     An amendment of a provision included solely for the benefit of one or more
series does not affect Securityholders of any other series.

     Securityholders need not consent to the exact text of a proposed amendment
or waiver; it is sufficient if they consent to the substance thereof.

SECTION 10.03. Compliance with Trust Indenture Act.

     Every amendment pursuant to Section 10.01 or 10.02 shall be set forth in a
supplemental indenture (except any amendment pursuant to Section 10.01(4), which
may be set forth in a Securities Resolution) that complies with the TIA.

     If a provision of the TIA requires or permits a provision of this Indenture
and the TIA provision is amended, then the Indenture provision shall be
automatically amended to like effect.

SECTION 10.04. Effect of Consents.

     An amendment or waiver becomes effective in accordance with its terms and
thereafter binds every Securityholder entitled to consent to it.

     A consent to an amendment or waiver by a Holder of a Security is a
continuing consent by the Holder and every subsequent Holder of a Security that
evidences the same debt as the consenting Holder's Security. Any Holder or
subsequent Holder may revoke the consent as


                                       34
<PAGE>   40

to his Security if the Trustee receives notice of the revocation before the
amendment or waiver becomes effective.

     The Company may fix a record date for the determination of Holders of
Registered Securities entitled to give a consent. The record date shall not be
less than 10 nor more than 60 days prior to the first written solicitation of
Securityholders.

SECTION 10.05. Notation on or Exchange of Securities.

     The Company or the Trustee may place an appropriate notation about an
amendment or waiver on any Security thereafter authenticated. The Company may
issue in exchange for affected Securities new Securities that reflect the
amendment or waiver.

SECTION 10.06. Trustee Protected.

     The Trustee need not sign any supplemental indenture that adversely affects
its rights. The Trustee shall be provided with, and shall be fully protected in
relying upon, an Opinion of Counsel and an Officers' Certificate each stating
that the execution of any amendment or supplement or waiver authorized pursuant
to this Article is authorized or permitted by this Indenture, and that such
amendment or supplement or waiver constitutes the legal, valid and binding
obligation of the Company.



                           ARTICLE 11 - MISCELLANEOUS


SECTION 11.01. Trust Indenture Act.

     The provisions of TIA ss.ss. 310 through 317 that impose duties on any
person (including the provisions automatically deemed included herein unless
expressly excluded by this Indenture) are a part of and govern this Indenture,
whether or not expressly set forth herein.

     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. If any provision of this Indenture
modifies or excludes any provision of the TIA that may be so modified or
excluded, the latter provision shall be deemed to apply to this Indenture as so
modified or excluded, as the case may be.

SECTION 11.02. Notices.

     Any notice by one party to another is duly given if in writing and
delivered in person, sent by facsimile transmission confirmed by mail or mailed
by first-class mail to the other's address shown below:


                                       35
<PAGE>   41

                         Company:

                           Sybron Dental Specialties, Inc.
                           1717 West Collins Avenue
                           Orange, California 92867
                           (714) 516-7400
                           Attention: Chief Financial Officer

                  Trustee:




                           Attention: Corporate Trust Division

     A party by notice to the other parties may designate additional or
different addresses for subsequent notices.

     Any notice mailed to a Securityholder shall be mailed to his address shown
on the register kept by the Transfer Agent or on the list referred to in Section
2.05. Failure to mail a notice to a Securityholder or any defect in a notice
mailed to a Securityholder shall not affect the sufficiency of the notice mailed
to other Securityholders or the sufficiency of any published notice.

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

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

     If in the Company's opinion it is impractical to mail a notice required to
be mailed or to publish a notice required to be published, the Company may give
such substitute notice as the Trustee approves. Failure to publish a notice as
required or any defect in it shall not affect the sufficiency of any mailed
notice.

     All notices shall be in the English language, except that any published
notice may be in an official language of the country of publication.

     A "notice" includes any communication required by this Indenture.

SECTION 11.03. Certificate and Opinion as to Conditions Precedent.


                                       36
<PAGE>   42

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

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

          (2)  an Opinion of Counsel stating that, in the opinion of such
               counsel, all such conditions precedent have been complied with.

SECTION 11.04. Statements Required in Certificate or Opinion.

     Each certificate or opinion with respect to compliance with a condition or
covenant provided for in this Indenture shall include:

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

          (2)  a brief statement as to the nature and 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 person, he has made such
               examination or investigation as is necessary to enable him to
               express an informed opinion as to whether or not such covenant or
               condition has been complied with; and

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

SECTION 11.05. Rules by Company and Agents.

     The Company may make reasonable rules for action by or a meeting of
Securityholders. An Agent may make reasonable rules and set reasonable
requirements for its functions.

SECTION 11.06. Legal Holidays.

     A "LEGAL HOLIDAY" is a Saturday, a Sunday or a day on which banking
institutions are not required to be open or a day on which the Federal Reserve
Bank of New York is not open. If a payment date is a Legal Holiday at a place of
payment, unless the Securities Resolution establishing a series otherwise
provides with respect to Securities of the series, payment may be made at that
place on the next succeeding day that is not a Legal Holiday, and no interest
shall accrue for the intervening period except that, if such next succeeding day
is in


                                       37
<PAGE>   43

the next succeeding calendar year, payment shall be made on the date immediately
preceding such Legal Holiday.

SECTION 11.07. No Recourse Against Others.

     All liability described in the Securities of any director, officer,
employee or stockholder, as such, of the Company is waived and released.

SECTION 11.08. Duplicate Originals.

     The parties may sign any number of copies of this Indenture. One signed
copy is enough to prove this Indenture.

SECTION 11.09. Governing Law.

     The laws of the State of ________ shall govern this Indenture and the
Securities , unless federal law governs.



                                       38
<PAGE>   44

                                   SIGNATURES

Dated: as of ______________              SYBRON DENTAL SPECIALTIES, INC.



                                         By_____________________________________
                                         Name:
                                         Title:


Dated: as of _________________           _______________________________________



                                         By_________________________________
                                         Name:
                                         Title:








                                      S-1
<PAGE>   45

                                    EXHIBIT A

                          A Form of Registered Security

No.                                                                          [$]

                         SYBRON DENTAL SPECIALTIES, INC.
                               [Title of Security]


SYBRON DENTAL SPECIALTIES, INC.
promises to pay to

or registered assigns
the principal sum of      Dollars on          ,

Interest Payment Dates:
                  Record Dates:


                                      Dated:

------------------------------------
Transfer Agent and Paying Agent

                                            SYBRON DENTAL SPECIALTIES, INC.



                                            By:_________________________________
                                               [Title of Authorized Officer]


                                            By:_________________________________
                                               [Title of the Authorized Officer]

                                      (SEAL)

Authenticated:

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

Registrar


By:___________________________
     Authorized Signature




                                      A-1
<PAGE>   46



                         SYBRON DENTAL SPECIALTIES, INC.
                               [Title of Security]
                     [Explanatory Notes follow this Exhibit]

1.   INTEREST.(1)

          Sybron Dental Specialties, Inc. ("Company"), a Delaware corporation,
          promises to pay interest on the principal amount of this Security at
          the rate per annum shown above. The Company will pay interest on
          ____________ and _________ of each year commencing ____________,
          ________. Interest on the Securities will accrue from the most recent
          date to which interest has been paid or, if no interest has been paid,
          from ____________, ________. Interest will be computed on the basis of
          a 360-day year of twelve 30-day months.

2.   METHOD OF PAYMENT.(2)

          The Company will pay interest on the Securities to the persons who are
          registered holders of Securities at the close of business on the
          record date for the next interest payment date, except as otherwise
          provided in the Indenture. Holders must surrender Securities to a
          Paying Agent to collect principal payments. The Company will pay
          principal and interest in money of the United States that at the time
          of payment is legal tender for payment of public and private debts.
          The Company may pay principal and interest by check payable in such
          money. It may mail an interest check to a holder's registered address.

3.   SECURITIES AGENTS.

          Initially, _____________________, Attention: ___________, will act as
          Paying Agent, Transfer Agent and Registrar. The Company may change any
          Paying Agent or Transfer Agent without notice or provide for more than
          one such agent. The Company or any Affiliate may act in any such
          capacity. Subject to certain conditions, the Company may change the
          Trustee.

4.   INDENTURE.

          The Company issued the securities of this series ("Securities") under
          an Indenture dated as of [ ],______("Indenture") between the Company
          and ______________________ (the "Trustee"). The terms of the
          Securities include those stated in the Indenture and in the Securities
          Resolution creating the Securities and those made part of the
          Indenture by the Trust Indenture Act of 1939 (15 U.S. Code ss.ss.
          77aaa-77bbbb). Securityholders are referred to the Indenture, the
          Securities Resolution and the Act for a statement of such terms.


                                      A-2
<PAGE>   47

5.   OPTIONAL REDEMPTION.3

          On or after __________________, the Company may redeem all the
          Securities at any time or some of them from time to time at the
          following redemption prices (expressed in percentages of principal
          amount), plus accrued interest to the redemption date.

          If redeemed during the 12-month period beginning,

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


        and thereafter at 100%.

6.   MANDATORY REDEMPTION.4

          The Company will redeem $____________ principal amount of Securities
          on and on each __________ thereafter through ______________ at a
          redemption price of 100% of principal amount, plus accrued interest to
          the redemption date.5 The Company may reduce the principal amount of
          Securities to be redeemed pursuant to this paragraph by subtracting
          100% of the principal amount (excluding premium) of any Securities (i)
          that the Company has acquired or that the Company has redeemed other
          than pursuant to this paragraph and (ii) that the Company has
          delivered to the Registrar for cancellation. The Company may so
          subtract the same Security only once.

7.   ADDITIONAL OPTIONAL REDEMPTION.6

          In addition to redemptions pursuant to the above paragraph(s), the
          Company may redeem not more than $___________ principal amount of
          Securities on and on each __________ thereafter through _____________
          at a redemption price of 100% of principal amount, plus accrued
          interest to the redemption date.

8.   NOTICE OF REDEMPTION.7

          Notice of redemption will be mailed at least 30 but not more than 60
          days before the redemption date to each holder of Securities to be
          redeemed at his registered address.

          A notice of redemption may provide that it is subject to the
          occurrence of any event before the date fixed for such redemption as
          described in such notice ("Conditional Redemption") and such notice of
          Conditional Redemption shall be


                                      A-3
<PAGE>   48

          of no effect unless all such conditions to the redemption have
          occurred before such date or have been waived by the Company.

9.   CONVERSION.(8)

          A Holder of a Security may convert it into Common Stock of the Company
          or cash, or a combination thereof, at the Company's option, at any
          time before the close of business on ____________, or, if the Security
          is called for redemption, the Holder may convert it at any time before
          the close of business on the redemption date. The initial Conversion
          Rate is _____________ (or an equivalent amount in cash) per $1,000
          principal amount of the Securities, subject to adjustment as provided
          in Article 9 of the Indenture.(9) The Company will deliver a check in
          lieu of any fractional share. On conversion no payment or adjustment
          for interest accrued on the Securities will be made nor for dividends
          on the Common Stock issued on conversion. If any Security is converted
          between the record date for the payment of interest and the next
          succeeding interest payment date, such Security must be accompanied by
          funds equal to the interest payable on such succeeding interest
          payment date on the principal amount so converted (unless such
          Security shall have been called for redemption, in which case no such
          payment shall be required). A Security converted on an interest
          payment date need not be accompanied by any payment, and the interest
          on the principal amount of the Security being converted will be paid
          on such interest payment date to the registered holder of such
          Security on the immediately preceding record date.

          To convert a Security a Holder must (1) complete and sign the
          conversion notice on the back of the Security, (2) surrender the
          Security to a Conversion Agent, (3) furnish appropriate endorsements
          and transfer documents if required by the Registrar or Conversion
          Agent and (4) pay any transfer or similar tax if required. A Holder
          may convert a portion of a Security if the portion is $1,000 or an
          integral multiple of $1,000.

10.  DENOMINATIONS, TRANSFER, EXCHANGE.

          The Securities are in registered form without coupons in denominations
          of $1,00010 and whole multiples of $1,000. The transfer of Securities
          may be registered and Securities may be exchanged as provided in the
          Indenture. The Transfer Agent may require a holder, among other
          things, to furnish appropriate endorsements and transfer documents and
          to pay any taxes and fees required by law or the Indenture. The
          Transfer Agent need not exchange or register the transfer of any
          Security or portion of a Security selected for redemption. Also, it
          need not exchange or register the transfer of any Securities for a
          period of 15 days before a selection of Securities to be redeemed.


                                      A-4
<PAGE>   49

11.  PERSONS DEEMED OWNERS.

          The registered holder of a Security may be treated as its owner for
          all purposes.

12.  AMENDMENTS AND WAIVERS.

          Subject to certain exceptions, the Indenture or the Securities may be
          amended with the consent of the holders of a majority in principal
          amount of the securities of all series affected by the amendment.(11)
          Subject to certain exceptions, a default on a series may be waived
          with the consent of the holders of a majority in principal amount of
          the series.

          Without the consent of any Securityholder, the Indenture or the
          Securities may be amended, among other things, to cure any ambiguity,
          omission, defect or inconsistency; to provide for assumption of
          Company obligations to Securityholders; or to make any change that
          does not materially adversely affect the rights of any Securityholder.

13.  RESTRICTIVE COVENANTS.(12)

          The Securities are unsecured general obligations of the Company
          limited to $____________ principal amount. The Indenture does not
          limit other unsecured debt.

14.  SUCCESSORS.

          When a successor assumes all the obligations of the Company under the
          Securities and the Indenture, the Company will be released from those
          obligations.

15.  DEFEASANCE PRIOR TO REDEMPTION OR MATURITY.(13)

          Subject to certain conditions, the Company at any time may terminate
          some or all of its obligations under the Securities and the Indenture
          if the Company deposits with the Trustee money or U.S. Government
          Obligations for the payment of principal and interest on the
          Securities to redemption or maturity. U.S. Government Obligations are
          securities backed by the full faith and credit of the United States of
          America or certificates representing an ownership interest in such
          Obligations.


                                      A-5
<PAGE>   50

16.  DEFAULTS AND REMEDIES.

          An Event of Default(14) includes: default for 60 days in payment of
          interest on the Securities; default in payment of principal on the
          Securities; default in payment or satisfaction of any sinking fund
          obligation; default by the Company for a specified period after notice
          to it in the performance of any of its other agreements applicable to
          the Securities; certain events of bankruptcy or insolvency; and any
          other Event of Default provided for in the series. If an Event of
          Default occurs and is continuing, the Trustee or the holders of at
          least 25% in principal amount of the Securities may declare the
          principal(15) of all the Securities to be due and payable immediately.

          Securityholders may not enforce the Indenture or the Securities except
          as provided in the Indenture. The Trustee may require indemnity
          satisfactory to it before it enforces the Indenture or the Securities.
          Subject to certain limitations, holders of a majority in principal
          amount of the Securities may direct the Trustee in its exercise of any
          trust or power. The Trustee may withhold from Securityholders notice
          of any continuing default (except a default in payment of principal or
          interest) if it determines that withholding notice is in their
          interests. The Company must furnish an annual compliance certificate
          to the Trustee.

17.  TRUSTEE DEALINGS WITH COMPANY.

          _____________________________, the Trustee under the Indenture, in its
          individual or any other capacity, may make loans to, accept deposits
          from, and perform services for the Company or its Affiliates, and may
          otherwise deal with the Company or its Affiliates, as if it were not
          Trustee.

18.  NO RECOURSE AGAINST OTHERS.

          A director, officer, employee or stockholder, as such, of the Company
          shall not have any liability for any obligations of the Company under
          the Securities or the Indenture or for any claim based on, in respect
          of or by reason of such obligations or their creation. Each
          Securityholder by accepting a Security waives and releases all such
          liability. The waiver and release are part of the consideration for
          the issue of the Securities.

19.  AUTHENTICATION.

          This Security shall not be valid until authenticated by a manual
          signature of the Registrar.


                                      A-6
<PAGE>   51

20.  ABBREVIATIONS.

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



                                      A-7
<PAGE>   52


                               NOTES TO EXHIBIT A


1.   If the Security is not to bear interest at a fixed rate per annum, insert a
     description of the manner in which the rate of interest is to be
     determined. If the Security is not to bear interest prior to maturity, so
     state.

2.   If the method or currency of payment is different, insert a statement
     thereof.

3.   If applicable. If the Security is to be subject to a nonrefunding
     restriction, insert a brief summary thereof. If the redemption is to be
     subject to a condition, insert a brief summary thereof.

4.   Such provisions as are applicable, if any.

5.   If the Security is a Discounted Debt Security, insert amount to be redeemed
     or method of calculating such amount.

6.   If applicable. Also insert, if applicable, provisions for repayment of
     Securities at the option of the Securityholder.

7.   If applicable.

8.   If applicable. If convertible into securities other than Common Stock,
     insert appropriate summary.

9.   If additional or different adjustment provisions apply so specify.

10.  If applicable. Insert additional or different denominations and terms as
     appropriate.

11.  If different terms apply, insert a brief summary thereof.

12.  If applicable. If additional or different covenants apply, insert a brief
     summary thereof.

13.  If applicable. If different defeasance terms apply, insert a brief summary
     thereof.

14.  If additional or different Events of Default apply, insert a brief summary
     thereof.

15.  If the Security is a Discounted Debt Security, set forth the amount due and
     payable upon an Event of Default.

Note: U.S. tax law may require certain legends on Discounted Debt Securities.


<PAGE>   53

                                    EXHIBIT B

                                 ASSIGNMENT FORM


                To assign this Security, fill in the form below:

                  I or we assign and transfer this Security to

                   ------------------------------------------
                  :                                           :
                  :                                           :
                   ------------------------------------------
                  (Insert assignee's soc. sec. or tax I.D. no.)


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

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

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

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

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

Date: ___________________           Your Signature: _________________



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


Signature(s) guaranteed by:   _________________________________________________

                             (All signatures must be guaranteed by an "eligible
                             guarantor institution" as defined by Rule 17Ad-15
                             of the Securities Exchange Act of 1934, as amended)





                                      B-1
<PAGE>   54
                                    EXHIBIT C

                                CONVERSION NOTICE

                    To convert this Security, check the box:

                                      [  ]

                    To convert only part of this Security,
                    state the amount (must be in integral multiples
                    of $1,000);

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

                    If you want the securities delivered upon
                    conversion made out in another person's
                    name, fill in the form below:

                    (Insert other person's Social Security or Tax
                    I.D. Number)


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

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

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

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


Date:____________________     Signature(s):_______________________


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


Signature(s) guaranteed by: __________________________________________________
                            (All signatures must be guaranteed by an "eligible
                            guarantor institution" as defined by Rule 17Ad-15
                            of the Securities Exchange Act of 1934, as amended)




                                      C-1