<PAGE>
 
                                                                     EXHIBIT 4.3

                                                                       EXECUTION
                                                                            COPY
================================================================================

                           MARVEL ENTERPRISES, INC.,
                                                  Issuer


                          MEI HOLDING COMPANY F CORP.,
                          MEI HOLDING COMPANY S CORP.,
                         MEI HOLDING COMPANY FHF CORP.,
                                   MRV, INC.,
                       MALIBU COMICS ENTERTAINMENT, INC.,
                            MARVEL CHARACTERS, INC.,
                       MARVEL ENTERTAINMENT GROUP, INC.,
                                      and
                        MARVEL RESTAURANT VENTURE CORP.,
                                                 Guarantors


                                      and


                      IBJ WHITEHALL BANK & TRUST COMPANY,
                                                Trustee

                           _________________________
                                   Indenture

                         Dated as of February 25, 1999

                           _________________________

                           12% Senior Notes due 2009


================================================================================
<PAGE>
 
                                 CROSS-REFERENCE TABLE
                                 ---------------------

<TABLE> 
<CAPTION> 
TIA Sections                                                  Indenture Sections
------------                                                  ------------------
<S>                                                           <C> 
(S) 310(a)(1)...........................................            7.10
       (a)(2)...........................................            7.10
       (b)..............................................            7.03; 7.08
(S) 311(a)..............................................            7.03
       (b)..............................................            7.03
(S) 312(a)..............................................            2.04
       (b)..............................................            11.02
       (c)..............................................            11.02
(S) 313(a)..............................................            7.06
       (b)(2)...........................................            7.07
       (c)..............................................            7.05; 7.06; 11.02
       (d)..............................................            7.06
(S) 314(a)..............................................            7.05; 11.02
       (a)(4)...........................................            4.17; 11.02
       (c)(1)...........................................            11.03
       (c)(2)...........................................            11.03
       (e)..............................................            4.17; 11.04
(S) 315(a)..............................................            7.02
       (b)..............................................            7.05; 11.02
       (c)..............................................            7.02
       (d)..............................................            7.02
       (e)..............................................            6.11
(S) 316(a)(1)(A)........................................            6.05
       (a)(1)(B)........................................            6.04
       (b)..............................................            6.07
       (c)..............................................            9.03
(S) 317(a)(1)...........................................            6.08
       (a)(2)...........................................            6.09
       (b)..............................................            2.05
(S) 318(a)..............................................            11.01
       (c)..............................................            11.01
</TABLE>

Note:  The Cross-Reference Table shall not for any purpose be deemed to be a
       part of this Indenture.
<PAGE>
 
                                 TABLE OF CONTENTS

<TABLE> 
<CAPTION> 
                                                                                                  Page  
                                                                                                  ----  
<S>                                                                                               <C>   
ARTICLE ONE    DEFINITIONS AND INCORPORATION BY REFERENCE                                               
SECTION 1.01.  Definitions.......................................................................   1   
SECTION 1.02.  Incorporation by Reference of Trust Indenture Act.................................  25   
SECTION 1.03.  Rules of Construction.............................................................  25   
                                                                                                        
ARTICLE TWO    THE NOTES                                                                                
                                                                                                        
SECTION 2.01.  Form and Dating...................................................................  26   
SECTION 2.02.  Restrictive Legends...............................................................  27   
SECTION 2.03.  Execution, Authentication and Denominations.......................................  29   
SECTION 2.04.  Registrar and Paying Agent........................................................  30   
SECTION 2.05.  Paying Agent to Hold Money in Trust...............................................  31   
SECTION 2.06.  Transfer and Exchange.............................................................  31   
SECTION 2.07.  Book-Entry Provisions for Global Notes............................................  32   
SECTION 2.08.  Special Transfer Provisions.......................................................  34   
SECTION 2.09.  Replacement Notes.................................................................  37   
SECTION 2.10.  Outstanding Notes.................................................................  37   
SECTION 2.11.  Temporary Notes...................................................................  38   
SECTION 2.12.  Cancellation......................................................................  38   
SECTION 2.13.  CUSIP Numbers.....................................................................  38   
SECTION 2.14.  Defaulted Interest................................................................  38   
SECTION 2.15.  Issuance of Additional Notes......................................................  39   
                                                                                                        
ARTICLE THREE  REDEMPTION                                                                               
SECTION 3.01.  Right of Redemption...............................................................  39   
SECTION 3.02.  Notices to Trustee................................................................  40   
SECTION 3.03.  Selection of Notes to Be Redeemed.................................................  40   
SECTION 3.04.  Notice of Redemption..............................................................  40   
SECTION 3.05.  Effect of Notice of Redemption....................................................  41   
SECTION 3.06.  Deposit of Redemption Price.......................................................  41   
SECTION 3.07.  Payment of Notes Called for Redemption............................................  42   
SECTION 3.08.  Notes Redeemed in Part............................................................  42   
                                                                                                       
ARTICLE FOUR   COVENANTS                                                                                
SECTION 4.01.  Payment of Notes..................................................................  42   
SECTION 4.02.  Maintenance of Office or Agency...................................................  42   
SECTION 4.03.  Limitation on Indebtedness........................................................  43   
SECTION 4.04.  Limitation on Restricted Payments.................................................  46    
</TABLE> 

____________________

Note:  The Table of Contents shall not for any purposes be deemed to be a part
of this Indenture.
<PAGE>
 
                                      ii

<TABLE> 
<S>                                                                                                <C> 
SECTION 4.05.  Limitation on Dividend and Other Payment Restrictions Affecting
               Restricted Subsidiaries...........................................................  50
SECTION 4.06.  Limitation on the Issuance and Sale of Capital Stock of Restricted
               Subsidiaries......................................................................  51
SECTION 4.07.  Limitation on Issuances of Guarantees by Restricted Subsidiaries..................  52
SECTION 4.08.  Limitation on Transactions with Stockholders and Affiliates.......................  52
SECTION 4.09.  Limitation on Liens...............................................................  54
SECTION 4.10.  Limitation on Sale-Leaseback Transactions.........................................  55
SECTION 4.11.  Limitation on Asset Sales.........................................................  55
SECTION 4.12.  Repurchase of Notes upon a Change of Control......................................  57
SECTION 4.13.  Existence.........................................................................  57
SECTION 4.14.  Payment of Taxes and Other Claims.................................................  57
SECTION 4.15.  Maintenance of Properties and Insurance...........................................  57
SECTION 4.16.  Notice of Defaults................................................................  58
SECTION 4.17.  Compliance Certificates...........................................................  58
SECTION 4.18.  Commission Reports and Reports to Holders.........................................  59
SECTION 4.19.  Waiver of Stay, Extension or Usury Laws...........................................  59
SECTION 4.20.  Issuance of Subsidiary Guarantees by Restricted Subsidiaries .....................  59

ARTICLE FIVE   SUCCESSOR CORPORATION
SECTION 5.01.  When Company or Guarantors May Merge, Etc.........................................  60
SECTION 5.02.  Successor Substituted.............................................................  61

ARTICLE SIX    DEFAULT AND REMEDIES
SECTION 6.01.  Events of Default.................................................................  61
SECTION 6.02.  Acceleration......................................................................  63
SECTION 6.03.  Other Remedies....................................................................  64
SECTION 6.04.  Waiver of Past Defaults...........................................................  64
SECTION 6.05.  Control by Majority...............................................................  64
SECTION 6.06.  Limitation on Suits...............................................................  64
SECTION 6.07.  Rights of Holders to Receive Payment..............................................  65
SECTION 6.08.  Collection Suit by Trustee........................................................  65
SECTION 6.09.  Trustee May File Proofs of Claim..................................................  66
SECTION 6.10.  Priorities........................................................................  66
SECTION 6.11.  Undertaking for Costs.............................................................  66
SECTION 6.12.  Restoration of Rights and Remedies................................................  67
SECTION 6.13.  Rights and Remedies Cumulative....................................................  67
SECTION 6.14.  Delay or Omission Not Waiver......................................................  67

ARTICLE SEVEN  TRUSTEE
SECTION 7.01.  General...........................................................................  67
</TABLE> 
<PAGE>
 
                                      iii

<TABLE> 
<S>                                                                                                <C> 
SECTION 7.02.  Certain Rights of Trustee.........................................................  68
SECTION 7.03.  Individual Rights of Trustee......................................................  69
SECTION 7.04.  Trustee's Disclaimer..............................................................  69
SECTION 7.05.  Notice of Default.................................................................  69
SECTION 7.06.  Reports by Trustee to Holders.....................................................  69
SECTION 7.07.  Compensation and Indemnity........................................................  69
SECTION 7.08.  Replacement of Trustee............................................................  70
SECTION 7.09.  Successor Trustee by Merger, Etc..................................................  71
SECTION 7.10.  Eligibility.......................................................................  72
SECTION 7.11.  Money Held in Trust...............................................................  72

ARTICLE EIGHT  DISCHARGE OF INDENTURE
SECTION 8.01.  Termination of Company's Obligations..............................................  72
SECTION 8.02.  Defeasance and Discharge of Indenture.............................................  73
SECTION 8.03.  Defeasance of Certain Obligations.................................................  75
SECTION 8.04.  Application of Trust Money........................................................  77
SECTION 8.05.  Repayment to Company..............................................................  77
SECTION 8.06.  Reinstatement.....................................................................  78

ARTICLE NINE   AMENDMENTS, SUPPLEMENTS AND WAIVERS
SECTION 9.01.  Without Consent of Holders........................................................  78
SECTION 9.02.  With Consent of Holders...........................................................  79
SECTION 9.03.  Revocation and Effect of Consent..................................................  80
SECTION 9.04.  Notation on or Exchange of Notes..................................................  80
SECTION 9.05.  Trustee to Sign Amendments, Etc...................................................  81
SECTION 9.06.  Conformity with Trust Indenture Act...............................................  81

ARTICLE TEN    GUARANTEE OF NOTES
SECTION 10.01  Note Guarantee....................................................................  81
SECTION 10.02  Obligations Unconditional.........................................................  83
SECTION 10.03  Release of Note Guarantees........................................................  84
SECTION 10.04  Notice to Trustee.................................................................  84
SECTION 10.05  This Article Not to Prevent Events of Default.....................................  84

ARTICLE ELEVEN  MISCELLANEOUS
SECTION 11.01.  Trust Indenture Act of 1939......................................................  84
SECTION 11.02.  Notices..........................................................................  84
SECTION 11.03.  Certificate and Opinion as to Conditions Precedent...............................  86
SECTION 11.04.  Statements Required in Certificate or Opinion....................................  86
SECTION 11.05.  Rules by Trustee, Paying Agent or Registrar......................................  87
SECTION 11.06.  Payment Date Other Than a Business Day...........................................  87
SECTION 11.07.  Governing Law....................................................................  87
</TABLE> 
<PAGE>
 
                                      iv

<TABLE> 
<S>                                                                                                <C>   
SECTION 11.08.  No Adverse Interpretation of Other Agreements....................................  87
SECTION 11.09.  No Recourse Against Others.......................................................  87
SECTION 11.10.  Successors.......................................................................  87
SECTION 11.11.  Duplicate Originals..............................................................  88
SECTION 11.12.  Separability.....................................................................  88
SECTION 11.13.  Table of Contents, Headings, Etc.................................................  88
 
EXHIBIT A  Form of Note..........................................................................  A-1
EXHIBIT B  Form of Certificate...................................................................  B-1
EXHIBIT C  Form of Certificate to Be Delivered in Connection with
               Transfers Pursuant to Non-QIB Accredited Investors................................  C-1
EXHIBIT D  Form of Certificate to Be Delivered in Connection with
               Transfers Pursuant to Regulation S................................................  D-1
</TABLE>
 
<PAGE>
 
     INDENTURE, dated as of February 25, 1999, between MARVEL ENTERPRISES, INC.,
a Delaware corporation (the "Company"), MEI Holding Company F Corp., a Delaware
                             -------                                           
corporation, MEI Holding Company S Corp., a Delaware corporation, MEI Holding
Company FHF Corp., a Delaware corporation, MRV, Inc., a Delaware corporation,
Malibu Comics Entertainment, Inc., a California corporation, Marvel Characters,
Inc., a Delaware corporation, Marvel Entertainment Group, Inc., a Delaware
corporation, and Marvel Restaurant Venture Corp., a Delaware corporation
(collectively, the "Guarantors"), as guarantors, and IBJ WHITEHALL BANK & TRUST
                    ----------                                                 
COMPANY, a New York banking corporation, trustee (the "Trustee").
                                                       -------   


                                   RECITALS

     The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance initially of up to $250,000,000 aggregate
principal amount of the Company's 12% Senior Notes due 2009 (the "Notes")
                                                                  -----  
issuable as provided in this Indenture.  All things necessary to make this
Indenture a valid agreement of the Company and each Guarantor, in accordance
with its terms, have been done, and the Company and each Guarantor have done all
things necessary to make the Notes, when executed by the Company and each
Guarantor and authenticated and delivered by the Trustee hereunder and duly
issued by the Company, valid obligations of the Company and each Guarantor as
hereinafter provided.

     This Indenture is subject to, and shall be governed by, the provisions of
the Trust Indenture Act of 1939, as amended, that are required to be a part of
and to govern indentures qualified under the Trust Indenture Act of 1939, as
amended.

                     AND THIS INDENTURE FURTHER WITNESSETH

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


                                  ARTICLE ONE
                  DEFINITIONS AND INCORPORATION BY REFERENCE
 
     SECTION 1.01.  Definitions.
                    ----------- 

     "Acquired Indebtedness" means Indebtedness of a Person existing at the time
      ---------------------                                                     
such Person becomes a Restricted Subsidiary or assumed in connection with an
Asset Acquisition by a Restricted Subsidiary; provided that Indebtedness of such
Person which is redeemed, defeased, retired or otherwise repaid at the time of
or immediately upon consummation of the transactions by which such Person
becomes a Restricted Subsidiary or such Asset Acquisition shall not be Acquired
Indebtedness.
<PAGE>
 
     "Adjusted Consolidated Net Income" means, for any period, the aggregate net
      --------------------------------                                          
income (or loss) of the Company and its Restricted Subsidiaries for such period
determined in conformity with GAAP; provided that the following items shall be
excluded in computing Adjusted Consolidated Net Income (without duplication):

          (i)    the net income of any Person that is not a Restricted
     Subsidiary, except to the extent of the amount of dividends or other
     distributions actually paid to the Company or any of its Restricted
     Subsidiaries by such Person during such period;

          (ii)   the net income (or loss) of any Person accrued prior to the
     date it becomes a Restricted Subsidiary or is merged into or consolidated
     with the Company or any of its Restricted Subsidiaries or all or
     substantially all of the property and assets of such Person are acquired by
     the Company or any of its Restricted Subsidiaries;

          (iii)  the net income of any Restricted Subsidiary to the extent that
     the declaration or payment of dividends or similar distributions by such
     Restricted Subsidiary of such net income is not at the time permitted by
     the operation of the terms of its charter or any agreement, instrument,
     judgment, decree, order, statute, rule or governmental regulation
     applicable to such Restricted Subsidiary;

          (iv)   any gains or losses (on an after-tax basis) attributable to
     sales of assets;

          (v)    solely for purposes of calculating the amount of Restricted
     Payments that may be made pursuant to clause (C) of the first paragraph of
     Section 4.04, any amount paid or accrued as dividends on Preferred Stock of
     the Company owned by Persons other than the Company and any of its
     Restricted Subsidiaries; and

          (vi)   all extraordinary gains and extraordinary losses.

     "Adjusted Consolidated Net Tangible Assets" means the total amount of
      -----------------------------------------                           
assets of the Company and its Restricted Subsidiaries (less applicable
depreciation, amortization and other valuation reserves), except to the extent
resulting from write-ups of capital assets (excluding write-ups in connection
with accounting for acquisitions in conformity with GAAP), after deducting
therefrom (i) all current liabilities of the Company and its Restricted
Subsidiaries (excluding intercompany items) and (ii) all goodwill, trade names,
trademarks, patents, unamortized debt discount and expense and other like
intangibles, all as set forth on the most recent quarterly or annual
consolidated balance sheet of the Company and its Restricted Subsidiaries,
prepared in conformity with GAAP and filed with the Commission or provided to
the Trustee.

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

     "Agent" means any Registrar, Co-Registrar, Paying Agent or authenticating
      -----                                                                   
agent.

     "Agent Members" has the meaning provided in Section 2.07(a).
      -------------                                              

     "Asset Acquisition" means (i) an investment by the Company or any of its
      -----------------                                                      
Restricted Subsidiaries in any other Person pursuant to which such Person shall
become a Restricted Subsidiary or shall be merged into or consolidated with the
Company or any of its Restricted Subsidiaries; provided that such Person's
primary business is related, ancillary or complementary to the businesses of the
Company and its Restricted Subsidiaries on the date of such investment or (ii)
an acquisition by the Company or any of its Restricted Subsidiaries of the
property and assets of any Person other than the Company or any of its
Restricted Subsidiaries that constitute substantially all of a division or line
of business of such Person; provided that the property and assets acquired are
related, ancillary or complementary to the businesses of the Company and its
Restricted Subsidiaries on the date of such acquisition.

     "Asset Disposition" means the sale or other disposition by the Company or
      -----------------                                                       
any of its Restricted Subsidiaries (other than to the Company or another
Restricted Subsidiary) of (i) all or substantially all of the Capital Stock of
any Restricted Subsidiary or (ii) all or substantially all of the assets that
constitute a division or line of business of the Company or any of its
Restricted Subsidiaries.

     "Asset Sale" means any sale, transfer or other disposition (including by
      ----------                                                             
way of merger, consolidation or sale-leaseback transaction) in one transaction
or a series of related transactions by the Company or any of its Restricted
Subsidiaries to any Person other than the Company or any of its Restricted
Subsidiaries of (i) all or any of the Capital Stock of any Restricted
Subsidiary, (ii) all or substantially all of the property and assets of an
operating unit or business of the Company or any of its Restricted Subsidiaries
or (iii) any other property and assets (other than the Capital Stock or other
Investment in an Unrestricted Subsidiary) of the Company or any of its
Restricted Subsidiaries outside the ordinary course of business of the Company
or such Restricted Subsidiary and, in each case, that is not governed by the
provisions of this Indenture applicable to mergers, consolidations and sales of
assets of the Company; provided that "Asset Sale" shall not include (a) sales or
other dispositions of inventory, receivables and other current assets, (b)
sales, transfers or other dispositions of assets constituting a Restricted
Payment permitted to be made under Section 4.04, (c) sales or other dispositions
of assets for consideration at least equal to the fair market value of the
assets sold or disposed of, to the extent that the consideration received would
satisfy clause (B) of Section 4.11, (d) worn-out or obsolete equipment or assets
that, in the Company's reasonable judgment, are either no longer used or useful
in the business of the Company and the Restricted Subsidiaries or (e) any
transfers that, but for this clause (e), would
<PAGE>
 
be Asset Sales, if after giving effect to such transfers, the aggregate fair
market value of the properties or assets transferred in such transaction or any
such series of related transactions does not exceed $500,000.

     "Attributable Indebtedness" when used with respect to any Sale-Leaseback
      -------------------------                                              
Transaction, means, as at the time of determination, the present value
(discounted at a rate equivalent to the Company's then-current weighted average
cost of funds for borrowed money as at the time of determination, compounded on
a semi-annual basis) of the total obligations of the lessee for rental payments
during the remaining term of the lease included in any such Sale-Leaseback
Transaction.

     "Average Life" means, at any date of determination with respect to any debt
      ------------                                                              
security, the quotient obtained by dividing (i) the sum of the products of (a)
the number of years from such date of determination to the dates of each
successive scheduled principal payment of such debt security and (b) the amount
of such principal payment by (ii) the sum of all such principal payments.

     "Avoidance Litigation Trust" has the meaning set forth in the Plan.
      --------------------------                                        

     "Beneficial Owner" (including, with correlative meaning, "Beneficially
      ----------------                                         ------------
Owned") has the meaning set forth in Rule 13d-3 under the Exchange Act.
-----                                                                  

     "Beneficially Owned Directly" means Beneficially Owned without taking into
      ---------------------------                                              
account any agreement or other arrangement or understanding (including the
Stockholders Agreement).

     "Board of Directors" means the Board of Directors of the Company or any
      ------------------                                                    
committee of such Board of Directors duly authorized to act under this
Indenture.

     "Board Resolution" means a copy of a resolution certified by the Secretary
      ----------------                                                         
or an Assistant Secretary of the Company to have been duly adopted by the Board
of Directors and to be in full force and effect on the date of such
certification, and delivered to the Trustee.

     "Business Day" means any day except a Saturday, Sunday or other day on
      ------------                                                         
which commercial banks in The City of New York are authorized by law to close.

     "Capital Stock" means, with respect to any Person, any and all shares,
      -------------                                                        
interests, participations or other equivalents (however designated, whether
voting or non-voting) in equity of such Person, whether outstanding on the
Closing Date or issued thereafter, including, without limitation, all Common
Stock and Preferred Stock.

     "Capitalized Lease" means, as applied to any Person, any lease of any
      -----------------                                                   
property (whether real, personal or mixed) of which the discounted present value
of the rental obligations of such Person as lessee, in conformity with GAAP, is
required to be capitalized on the balance sheet of such Person.
<PAGE>
 
     "Capitalized Lease Obligations" means the discounted present value of the
      -----------------------------                                           
rental obligations under a Capitalized Lease.

     "Change of Control" means such time as (i) a "person" or "group" (within
      -----------------                                                      
the meaning of Sections 13(d) and 14(d)(2) of the Exchange Act), other than an
Excluded Stockholder or Excluded Group, becomes the Beneficial Owner of more
than 35% of the total voting power of the Voting Stock of the Company on a fully
diluted basis and such ownership represents a greater percentage of the total
voting power of the Voting Stock of the Company, on a fully diluted basis, than
is held by the Excluded Stockholders on such date; provided that the Persons
party to the Stockholders Agreement on the Closing Date and their Affiliates
shall not constitute a "group" for purposes of this clause (i) solely as a
result of being a party to the Stockholders Agreement so long as no Person party
to the Stockholders Agreement Beneficially Owns Directly a greater percentage of
the voting power of the Voting Stock of the Company than is Beneficially Owned
Directly by the Excluded Stockholders or (ii) individuals who on the Closing
Date constitute the Board of Directors (together with any new directors whose
election to the Board of Directors or whose nomination by the Board of Directors
for election by the Company's stockholders was approved (a) by a vote of at
least a majority of the members of the Board of Directors then in office who
either were members of the Board of Directors on the Closing Date or whose
election or nomination for election was previously so approved, (b) pursuant to
the terms of the Stockholders Agreement so long as no Person party to the
Stockholders Agreement Beneficially Owns Directly a greater percentage of the
voting power of the Voting Stock of the Company than is Beneficially Owned
Directly by the Excluded Stockholders, or (c) by an Excluded Stockholder) cease
for any reason to constitute a majority of the members of the Board of Directors
then in office.

     "Closing Date" means the date on which the Notes are originally issued
      ------------                                                         
under this Indenture.

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

     "Common Stock" means, with respect to any Person, any and all shares,
      ------------                                                        
interests, participations or other equivalents (however designated, whether
voting or non-voting) of such Person's equity, other than Preferred Stock of
such Person, whether outstanding on the Closing Date or issued thereafter,
including, without limitation, all series and classes of such common stock.

     "Company" means the party named as such in the first paragraph of this
      -------                                                              
Indenture until a successor replaces it pursuant to Article Five of this
Indenture and thereafter means the successor.
<PAGE>
 
     "Company Order" means a written request or order signed in the name of the
      -------------                                                            
Company (i) by its Chairman, a Vice Chairman, its President or a Vice President
and (ii) by its Treasurer, an Assistant Treasurer, its Secretary or an Assistant
Secretary and delivered to the Trustee; provided, however, that such written
request or order may be signed by any two of the officers or directors listed in
clause (i) above in lieu of being signed by one of such officers or directors
listed in such clause (i) and one of the officers listed in clause (ii) above.

     "Consolidated EBITDA" means, for any period, Adjusted Consolidated Net
      -------------------                                                  
Income for such period plus, to the extent such amount was deducted in
calculating such Adjusted Consolidated Net Income: (i) Consolidated Interest
Expense, (ii) income taxes (other than income taxes (either positive or
negative) attributable to extraordinary and non-recurring gains or losses or
sales of assets), (iii) depreciation expense, (iv) amortization expense and (v)
all other non-cash items reducing Adjusted Consolidated Net Income (other than
items that will require cash payments and for which an accrual or reserve is, or
is required by GAAP to be, made), less all non-cash items increasing Adjusted
Consolidated Net Income, all as determined on a consolidated basis for the
Company and its Restricted Subsidiaries in conformity with GAAP; provided that,
if any Restricted Subsidiary is not a Wholly Owned Restricted Subsidiary,
Consolidated EBITDA shall be reduced (to the extent not otherwise reduced in
accordance with GAAP) by an amount equal to (A) the amount of the Adjusted
Consolidated Net Income attributable to such Restricted Subsidiary multiplied by
(B) the percentage ownership interest in the income of such Restricted
Subsidiary not owned on the last day of such period by the Company or any of its
Restricted Subsidiaries.

     "Consolidated Interest Expense" means, for any period, the aggregate amount
      -----------------------------                                             
of interest in respect of Indebtedness (including, without limitation,
amortization of original issue discount on any Indebtedness and the interest
portion of any deferred payment obligation, calculated in accordance with the
effective interest method of accounting; all commissions, discounts and other
fees and charges owed with respect to letters of credit and bankers' acceptance
financing; the net costs associated with Interest Rate Agreements; Indebtedness
that is Guaranteed or secured by the Company or any of its Restricted
Subsidiaries (other than Indebtedness Guaranteed pursuant to the Panini
Guaranty, except to the extent the Company or any Restricted Subsidiary actually
pays interest on such Indebtedness); and all interest payable with respect to
discontinued operations) and all but the principal component of rentals in
respect of Capitalized Lease Obligations paid, accrued or scheduled to be paid
or to be accrued by the Company and its Restricted Subsidiaries during such
period; excluding, however, (i) any amount of such interest of any Restricted
Subsidiary if the net income of such Restricted Subsidiary is excluded in the
calculation of Adjusted Consolidated Net Income pursuant to clause (iii) of the
definition thereof (but only in the same proportion as the net income of such
Restricted Subsidiary is excluded from the calculation of Adjusted Consolidated
Net Income pursuant to clause (iii) of the definition thereof) and (ii) any
premiums, fees and expenses (and any amortization thereof) payable in connection
with the
<PAGE>
 
offering of the Notes, all as determined on a consolidated basis (without taking
into account Unrestricted Subsidiaries) in conformity with GAAP.

     "Consolidated Net Worth" means, at any date of determination, stockholders'
      ----------------------                                                    
equity as set forth on the most recently available quarterly or annual
consolidated balance sheet of the Company and its Restricted Subsidiaries (which
shall be as of a date not more than 90 days prior to the date of such
computation, and which shall not take into account Unrestricted Subsidiaries),
less any amounts attributable to Disqualified Stock or any equity security
convertible into or exchangeable for Indebtedness, the cost of treasury stock
and the principal amount of any promissory notes receivable from the sale of the
Capital Stock of the Company or any of its Restricted Subsidiaries, each item to
be determined in conformity with GAAP (excluding the effects of foreign currency
exchange adjustments under Financial Accounting Standards Board Statement of
Financial Accounting Standards No. 52).

     "Corporate Trust Office" means the office of the Trustee at which the
      ----------------------                                              
corporate trust business of the Trustee shall, at any particular time, be
principally administered, which office is, at the date of this Indenture,
located at One State Street, New York, New York 10004; Attention:  Corporate
Administration and, in the event the Notes are listed on the Luxembourg Stock
Exchange, at Greffier et Chef du Tribunal d'Arrondissement de et a Luxembourg,
Chief Registrar of the District Court in Luxembourg.

     "Currency Agreement" means any foreign exchange contract, currency swap
      ------------------                                                    
agreement or other similar agreement or arrangement.

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

     "Depositary" means The Depository Trust Company, its nominees, and their
      ----------                                                             
respective successors.

     "Disqualified Stock" means any class or series of Capital Stock of any
      ------------------                                                   
Person that by its terms or otherwise is (i) required to be redeemed prior to
the Stated Maturity of the Notes, (ii) redeemable at the option of the holder of
such class or series of Capital Stock at any time prior to the Stated Maturity
of the Notes or (iii) convertible into or exchangeable for Capital Stock
referred to in clause (i) or (ii) above or Indebtedness having a scheduled
maturity prior to the Stated Maturity of the Notes; provided that any Capital
Stock that would not constitute Disqualified Stock but for provisions thereof
giving holders thereof the right to require such Person to repurchase or redeem
such Capital Stock upon the occurrence of an "asset sale" or "change of control"
occurring prior to the Stated Maturity of the Notes shall not constitute
Disqualified Stock if the "asset sale" or "change of control" provisions
applicable to such Capital Stock are no more favorable to the holders of such
Capital Stock than the provisions contained in Section 4.11 and Section 4.12 and
such Capital Stock specifically provides that such Person will not repurchase or
redeem any such 
<PAGE>
 
stock pursuant to such provision prior to the Company's repurchase of such Notes
as are required to be repurchased pursuant to Section 4.11 and Section 4.12. For
the avoidance of doubt, the Company's outstanding 8% Preferred Stock would not
constitute Disqualified Stock under this Indenture.

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

     "Excess Administration Expense Claims Note" means a promissory note to be
      -----------------------------------------                               
issued under the Plan by the Company to Zib Inc., a Delaware corporation, or one
of its Affiliates, the proceeds of which will be used by the Company to pay
administration expense claims related to the bankruptcy of Marvel Entertainment
Group, Inc.; provided that the aggregate amount of such note does not exceed $10
million.

     "Excess Proceeds" has the meaning provided in Section 4.11.
      ---------------                                           

     "Exchange Act" means the Securities Exchange Act of 1934.
      ------------                                            

     "Exchange Notes" means any securities of the Company containing terms
      --------------                                                      
identical to the Notes (except that such Exchange Notes shall be registered
under the Securities Act) that are issued and exchanged for the Notes pursuant
to the Registration Rights Agreement and this Indenture.

     "Excluded Group" means a "group" (within the meaning of Section 13(d) or
      --------------                                                         
14(d)(2) of the Exchange Act) that includes one or more of the Excluded
Stockholders; provided that a majority of the voting power of the Voting Stock
of the Company Beneficially Owned by such group is Beneficially Owned Directly
by such Excluded Stockholder(s).

     "Excluded Stockholder" means (i) Isaac Perlmutter or Avi Arad or any of
      --------------------                                                  
their respective Affiliates, (ii) any spouse or any one or more lineal
descendants of the Persons included in the foregoing clause (i) and their
respective spouses and each of their respective Affiliates and (iii) any trust
established solely for the benefit of, and any charitable trust or foundation
established by, any one or more of the Persons included in the foregoing clauses
(i) and (ii); provided that each such Person included in the foregoing clauses
(ii) and (iii) shall only be deemed to be an Excluded Stockholder to the extent
such Person's Capital Stock of the Company was received directly or indirectly
from Isaac Perlmutter or Avi Arad, respectively.

     "Existing Registration Rights Agreements" means (i) the Registration Rights
      ---------------------------------------                                   
Agreement, dated as of October 1, 1998, among the Company and certain holders of
its capital stock; (ii) the Registration Rights Agreement, dated as of December
8, 1998, among the Company and certain holders of its capital stock; and (iii)
the registration rights provided for in Section 6.18 of the Plan.
<PAGE>
 
     "Fair Market Value" means the price that would be paid in an arm's-length
      -----------------                                                       
transaction between an informed and willing seller under no compulsion to sell
and an informed and willing buyer under no compulsion to buy, as determined in
good faith by the Board of Directors, whose determination shall be conclusive if
evidenced by a Board Resolution.

     "Foreign Subsidiary" means any Subsidiary of the Company that is an entity
      ------------------                                                       
which is a controlled foreign corporation under Section 597 of the Internal
Revenue Code.

     "GAAP" means generally accepted accounting principles in the United States
      ----                                                                     
of America as in effect as of the Closing Date, including, without limitation,
those set forth in the opinions and pronouncements of the Accounting Principles
Board of the American Institute of Certified Public Accountants and statements
and pronouncements of the Financial Accounting Standards Board or in such other
statements by such other entity as approved by a significant segment of the
accounting profession.  All ratios and computations contained or referred to in
this Indenture shall be computed in conformity with GAAP applied on a consistent
basis, except that calculations made for purposes of determining compliance with
the terms of the covenants and with other provisions of this Indenture shall be
made without giving effect to (i) the amortization of any expenses incurred in
connection with the offering of the Notes and (ii) except as otherwise provided,
the amortization of any amounts required or permitted by Accounting Principles
Board Opinion Nos. 16 and 17.

     "Global Notes" has the meaning provided in Section 2.01.
      ------------                                           

     "Guarantee" means any obligation, contingent or otherwise, of any Person
      ---------                                                              
directly or indirectly guaranteeing any Indebtedness of any other Person and,
without limiting the generality of the foregoing, any obligation, direct or
indirect, contingent or otherwise, of such Person (i) to purchase or pay (or
advance or supply funds for the purchase or payment of) such Indebtedness of
such other Person (whether arising by virtue of partnership arrangements, or by
agreements to keep-well, to purchase assets, goods, securities or services
(unless such purchase arrangements are on arm's-length terms and are entered
into in the ordinary course of business), to take-or-pay, or to maintain
financial statement conditions or otherwise) or (ii) entered into for purposes
of assuring in any other manner the obligee of such Indebtedness of the payment
thereof or to protect such obligee against loss in respect thereof (in whole or
in part); provided that the term "Guarantee" shall not include endorsements for
collection or deposit in the ordinary course of business.  The term "Guarantee"
used as a verb has a corresponding meaning.

     "Guaranteed Indebtedness" has the meaning provided in Section 4.07.
      -----------------------                                           

     "Guarantor" means each of the parties named as such in the first paragraph
      ---------                                                                
of this Indenture and any Restricted Subsidiary which provides a Note Guarantee
pursuant to Section 4.20.
<PAGE>
 
     "Holder" or "Noteholder" means the registered holder of any Note.
      ------      ----------                                          

     "Incur" means, with respect to any Indebtedness, to incur, create, issue,
      -----                                                                   
assume, Guarantee or otherwise become liable for or with respect to, or become
responsible for, the payment of, contingently or otherwise, such Indebtedness,
including an "Incurrence" of Acquired Indebtedness; provided that neither the
accrual of interest nor the accretion of original issue discount shall be
considered an Incurrence of Indebtedness.

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

          (i)    all indebtedness of such Person for borrowed money;

          (ii)   all obligations of such Person evidenced by bonds, debentures,
     notes or other similar instruments;

          (iii)  all obligations of such Person in respect of letters of credit
     or other similar instruments (including reimbursement obligations with
     respect thereto, but excluding obligations with respect to letters of
     credit (including trade letters of credit) securing obligations (other than
     obligations described in (i) or (ii) above or (v), (vi) or (vii) below)
     entered into in the ordinary course of business of such Person to the
     extent such letters of credit are not drawn upon or, if drawn upon, to the
     extent such drawing is reimbursed no later than the third Business Day
     following receipt by such Person of a demand for reimbursement);

          (iv)   all obligations of such Person to pay the deferred and unpaid
     purchase price of property or services, which purchase price is due more
     than six months after the date of placing such property in service or
     taking delivery and title thereto or the completion of such services,
     except Trade Payables;
          (v)    all Capitalized Lease Obligations and other Attributable
     Indebtedness;

          (vi)   all Indebtedness of other Persons secured by a Lien on any
     asset of such Person, whether or not such Indebtedness is assumed by such
     Person; provided that the amount of such Indebtedness shall be the lesser
     of (A) the fair market value of such asset at such date of determination
     and (B) the amount of such Indebtedness;

          (vii)  all Indebtedness of other Persons Guaranteed by such Person to
     the extent such Indebtedness is Guaranteed by such Person;

          (viii) to the extent not otherwise included in this definition,
     obligations under Currency Agreements and Interest Rate Agreements; and
<PAGE>
 
          (ix) all Disqualified Stock of such Person.

     The amount of Indebtedness of any Person at any date shall be the
outstanding balance at such date of all unconditional obligations as described
above and, with respect to contingent obligations, the maximum liability upon
the occurrence of the contingency giving rise to the obligation; provided (A)
that the amount outstanding at any time of any Indebtedness issued with original
issue discount is the face amount of such Indebtedness less the remaining
unamortized portion of the original issue discount of such Indebtedness at such
time as determined in conformity with GAAP, (B) that money borrowed and set
aside at the time of the Incurrence of any Indebtedness in order to prefund the
payment of the interest on such Indebtedness shall not be deemed to be
"Indebtedness" so long as such money is held to secure the payment of such
interest, (C) that the amount of Indebtedness at any time of any Disqualified
Stock shall be the maximum fixed redemption or repurchase or repurchase price of
such Disqualified Stock where the "maximum fixed redemption or repurchase price"
of any Disqualified Stock which does not have a fixed redemption or repurchase
price shall be calculated in accordance with the terms of such Disqualified
Stock as if such Disqualified Stock were purchased or redeemed at such time, and
if such price is based upon, or measured by, the fair market value of such
Disqualified Stock (or any equity security for which it may be exchanged or
converted), such fair market value shall be determined in good faith by the
Board of Directors of such Person, which determination shall be evidenced by a
Board Resolution and (D) that Indebtedness shall not include any liability for
federal, state, local or other taxes.

     "Indenture" means this Indenture as originally executed or as it may be
      ---------                                                             
amended or supplemented from time to time by one or more indentures supplemental
to this Indenture entered into pursuant to the applicable provisions of this
Indenture.

     "Independent Financial Advisor" means an accounting, appraisal or
      -----------------------------                                   
investment banking firm of nationally recognized standing that is, in the
reasonable judgment of the Company's Board of Directors, qualified to perform
the task for which it has been engaged and disinterested and independent with
respect to the Company and its Affiliates.

     "Institutional Accredited Investor" means an institution that is an
      ---------------------------------                                 
"accredited investor" as that term is defined in Rule 501(a)(1), (2), (3) or (7)
under the Securities Act.

     "Interest Coverage Ratio" means, on any Transaction Date, the ratio of (i)
      -----------------------                                                  
the aggregate amount of Consolidated EBITDA for the then most recent four fiscal
quarters prior to such Transaction Date for which reports have been filed with
the Commission or provided to the Trustee (the "Four Quarter Period") to (ii)
                                                -------------------          
the aggregate Consolidated Interest Expense during such Four Quarter Period.  In
making the foregoing calculation, (A) pro forma effect shall be given to any
Indebtedness Incurred or repaid during the period (the "Reference Period")
                                                        ----------------  
commencing on the first day of the Four Quarter Period and ending on the
Transaction Date (other than Indebtedness Incurred or repaid under a revolving
credit or similar arrangement to the extent 
<PAGE>
 
of the commitment thereunder (or under any predecessor revolving credit or
similar arrangement) in effect on the last day of such Four Quarter Period
unless any portion of such Indebtedness is projected, in the reasonable judgment
of the senior management of the Company, to remain outstanding for a period in
excess of 12 months from the date of the Incurrence thereof), in each case as if
such Indebtedness had been Incurred or repaid on the first day of such Reference
Period; (B) Consolidated Interest Expense attributable to interest on any
Indebtedness (whether existing or being Incurred) computed on a pro forma basis
and bearing a floating interest rate shall be computed as if the rate in effect
on the Transaction Date (taking into account any Interest Rate Agreement
applicable to such Indebtedness if such Interest Rate Agreement has a remaining
term in excess of 12 months or, if shorter, at least equal to the remaining term
of such Indebtedness) had been the applicable rate for the entire period; (C)
pro forma effect shall be given to Asset Dispositions and Asset Acquisitions
(including giving pro forma effect to the application of proceeds of any Asset
Disposition) that occur during such Reference Period as if they had occurred and
such proceeds had been applied on the first day of such Reference Period; and
(D) pro forma effect shall be given to asset dispositions and asset acquisitions
(including giving pro forma effect to the application of proceeds of any asset
disposition) that have been made by any Person that has become a Restricted
Subsidiary or has been merged with or into the Company or any Restricted
Subsidiary during such Reference Period and that would have constituted Asset
Dispositions or Asset Acquisitions had such transactions occurred when such
Person was a Restricted Subsidiary as if such asset dispositions or asset
acquisitions were Asset Dispositions or Asset Acquisitions that occurred on the
first day of such Reference Period; provided that to the extent that clause (C)
or (D) of this sentence requires that pro forma effect be given to an Asset
Acquisition or Asset Disposition, such pro forma calculation shall be based upon
the four full fiscal quarters immediately preceding the Transaction Date of the
Person, or division or line of business of the Person, that is acquired or
disposed for which financial information is available.

     "Interest Payment Date" means each semiannual interest payment date on June
      ---------------------                                                     
15 and December 15 of each year, commencing June 15, 1999.

     "Interest Rate Agreement" means any interest rate protection agreement,
      -----------------------                                               
interest rate future agreement, interest rate option agreement, interest rate
swap agreement, interest rate cap agreement, interest rate collar agreement,
interest rate hedge agreement, option or future contract or other similar
agreement or arrangement.

     "Investment" in any Person means any direct or indirect advance, loan or
      ----------                                                             
other extension of credit (including, without limitation, by way of Guarantee or
similar arrangement; but excluding advances to customers or suppliers in the
ordinary course of business that are, in conformity with GAAP, recorded as an
account or licensing receivable, prepaid expenses or deposits on the balance
sheet of the Company or its Restricted Subsidiaries) or capital contribution to
(by means of any transfer of cash or other property to others or any payment for
property or services for the account or use of others), or any purchase or
acquisition of Capital Stock, bonds, notes, debentures or other similar
instruments issued by, such Person and shall include (i) the 
<PAGE>
 
designation of a Restricted Subsidiary as an Unrestricted Subsidiary and (ii)
the retention of the Capital Stock (or any other Investment) by the Company or
any of its Restricted Subsidiaries, of (or in) any Person that has ceased to be
a Subsidiary, including without limitation, by reason of any transaction
permitted by clause (iii) of Section 4.06. For purposes of the definition of
"Unrestricted Subsidiary" and Section 4.04, the amount of or a reduction in an
Investment shall be equal to the fair market value thereof at the time such
Investment is made or reduced.

     "Lien" means any mortgage, pledge, security interest, encumbrance, lien or
      ----                                                                     
charge of any kind (including, without limitation, any conditional sale or other
title retention agreement or lease in the nature thereof or any agreement to
give any security interest).

     "MAFCO Litigation Trust" has the meaning set forth in the Plan.
      ----------------------                                        

     "Moody's" means Moody's Investors Service, Inc. and its successors.
      -------                                                           

     "Net Cash Proceeds" means, (a) with respect to any Asset Sale, the proceeds
      -----------------                                                         
of such Asset Sale in the form of cash or cash equivalents, including payments
in respect of deferred payment obligations (to the extent corresponding to the
principal, but not interest, component thereof) when received in the form of
cash or cash equivalents and proceeds from the conversion of other property
received when converted to cash or cash equivalents, net of (i) brokerage
commissions and other fees and expenses (including fees and expenses of counsel
and investment bankers) related to such Asset Sale, (ii) provisions for all
taxes (whether or not such taxes will actually be paid or are payable) as a
result of such Asset Sale without regard to the consolidated results of
operations of the Company and its Restricted Subsidiaries, taken as a whole,
(iii) payments made to repay Indebtedness or any other obligation outstanding at
the time of such Asset Sale that either (A) is secured by a Lien on the property
or assets sold or (B) is required to be paid as a result of such sale and (iv)
appropriate amounts to be provided by the Company or any Restricted Subsidiary
as a reserve against any liabilities associated with such Asset Sale, including,
without limitation, pension and other post-employment benefit liabilities,
liabilities related to environmental matters and liabilities under any
indemnification obligations associated with such Asset Sale, all as determined
in conformity with GAAP and (b) with respect to any issuance or sale of Capital
Stock, the proceeds of such issuance or sale in the form of cash or cash
equivalents, including payments in respect of deferred payment obligations (to
the extent corresponding to the principal, but not interest, component thereof)
when received in the form of cash or cash equivalents and proceeds from the
conversion of other property received when converted to cash or cash
equivalents, net of attorney's fees, accountants' fees, underwriters' or
placement agents' fees, discounts or commissions and brokerage, consultant and
other fees incurred in connection with such issuance or sale and net of taxes
paid or payable as a result thereof.

     "Non-U.S. Person" means a person who is not a "U.S. person" (as defined in
      ---------------                                                          
Regulation S).
<PAGE>
 
     "Note Guarantee" means (i) any guarantee of the obligations of the Company
      --------------                                                           
under this Indenture and the Notes by any Guarantor and (ii) any Subsidiary
Guarantee.

     "Notes" means any of the securities, as defined in the first paragraph of
      -----                                                                   
the recitals hereof, that are authenticated and delivered under this Indenture.
For all purposes of this Indenture, the term "Notes" shall include the Notes
initially issued on the Closing Date, any Exchange Notes to be issued and
exchanged for any Notes pursuant to the Registration Rights Agreement and this
Indenture and any other Notes issued after the Closing Date under this
Indenture.  For purposes of this Indenture, all Notes shall vote together as one
series of Notes under this Indenture.

     "Offer to Purchase" means an offer to purchase Notes by the Company from
      -----------------                                                      
the Holders commenced by mailing a notice to the Trustee and each Holder
stating:

          (i)    the covenant pursuant to which the offer is being made and that
     all Notes validly tendered will be accepted for payment on a pro rata
     basis;

          (ii)   the purchase price and the date of purchase (which shall be a
     Business Day no earlier than 30 days nor later than 60 days from the date
     such notice is mailed) (the "Payment Date");

          (iii)  that any Note not tendered will continue to accrue interest
     pursuant to its terms;

          (iv)   that, unless the Company defaults in the payment of the
     purchase price, any Note accepted for payment pursuant to the Offer to
     Purchase shall cease to accrue interest on and after the Payment Date;

          (v)    that Holders electing to have a Note purchased pursuant to the
     Offer to Purchase will be required to surrender the Note, together with the
     form entitled "Option of the Holder to Elect Purchase" on the reverse side
     of the Note completed, to the Paying Agent at the address specified in the
     notice prior to the close of business on the Business Day immediately
     preceding the Payment Date;

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

          (vii)  that Holders whose Notes are being purchased only in part will
     be issued new Notes equal in principal amount to the unpurchased portion of
     the Notes surrendered; 
<PAGE>
 
     provided that each Note purchased and each new Note issued shall be in a
     principal amount of $1,000 or integral multiples thereof.

     On the Payment Date, the Company shall (i) accept for payment on a pro rata
basis Notes or portions thereof tendered pursuant to an Offer to Purchase; (ii)
deposit with the Paying Agent money sufficient to pay the purchase price of all
Notes or portions thereof so accepted; and (iii) deliver, or cause to be
delivered, to the Trustee all Notes or portions thereof so accepted together
with an Officers' Certificate (with a copy of the same to the Paying Agent)
specifying the Notes or portions thereof accepted for payment by the Company.
The Paying Agent shall promptly mail to the Holders of Notes so accepted payment
in an amount equal to the purchase price, and the Trustee shall promptly
authenticate and mail to such Holders a new Note equal in principal amount to
any unpurchased portion of the Note surrendered; provided that each Note
purchased and each new Note issued shall be in a principal amount of $1,000 or
integral multiples thereof.  The Company will publicly announce the results of
an Offer to Purchase as soon as practicable after the Payment Date.  The Trustee
is hereby appointed by the Company to, and shall act as, the Paying Agent for an
Offer to Purchase.  The Company will comply with Rule 14e-1 under the Exchange
Act and any other securities laws and regulations thereunder to the extent such
laws and regulations are applicable, in the event that the Company is required
to repurchase Notes pursuant to an Offer to Purchase.

     "Officer" means, with respect to the Company, (i) the Chairman of the
      -------                                                             
Board, the Chief Executive Officer, the President, any Vice President or the
Chief Financial Officer, and (ii) the Treasurer or any Assistant Treasurer, or
the Secretary or any Assistant Secretary.

     "Officers' Certificate" means a certificate signed by one Officer listed in
      --------                                                                  
clause (i) of the definition thereof and one Officer listed in clause (ii) of
the definition thereof or two officers listed in clause (i) of the definition
thereof.  Each Officers' Certificate (other than certificates provided pursuant
to TIA Section 314(a)(4)) shall include the statements provided for in TIA
Section 314(e).

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

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

     "Opinion of Counsel" means a written opinion signed by legal counsel
      ------------------                                                 
reasonably acceptable to the Trustee, who may be an employee of or counsel to
the Company, that meets the requirements of Section 11.04 hereof.  Each such
Opinion of Counsel shall include the statements provided for in TIA Section
314(e).

     "Panini Guaranty" means the Guarantee Agreement, dated as of September 28,
      ---------------                                                          
1998, among the Company, certain subsidiaries of the Company and The Chase
Manhattan Bank.

     "Panini Indemnity" has the meaning set forth in the Plan.
      ----------------                                        
<PAGE>
 
     "Panini Notes" means debt securities to be issued by the Company pursuant
      ------------                                                            
to and in accordance with the Panini Guarantee; provided that the aggregate
amount of such debt securities does not exceed $27.0 million.

     "Paying Agent" has the meaning provided in Section 2.04, except that, for
      ------------                                                            
the purposes of Article Eight, the Paying Agent shall not be the Company or a
Subsidiary of the Company or an Affiliate of any of them.  The term "Paying
Agent" includes its successors and assigns and any additional Paying Agent.

     "Payment Date" has the meaning provided in the definition of Offer to
      ------------                                                        
Purchase.

     "Permanent Offshore Global Notes" has the meaning provided in Section 2.01.
      -------------------------------                                           

     "Permitted Investment" means:
      --------------------        

          (i)    an Investment in the Company or a Guarantor or a Person which
     will, upon the making of such Investment, become a Guarantor or be merged
     or consolidated with or into or transfer or convey all or substantially all
     its assets to, the Company or a Guarantor; provided that such person's
     primary business is related, ancillary or complementary to the businesses
     of the Company and its Restricted Subsidiaries on the date of such
     Investment;

          (ii)   Temporary Cash Investments;

          (iii)  payroll, travel and similar advances to cover matters that are
     expected at the time of such advances ultimately to be treated as expenses
     in accordance with GAAP;

          (iv)   stock, obligations or securities received in satisfaction of
     judgments;

          (v)    an Investment in an Unrestricted Subsidiary consisting solely
     of an Investment in another Unrestricted Subsidiary;

          (vi)   Interest Rate Agreements and Currency Agreements designed
     solely to protect the Company or its Restricted Subsidiaries against
     fluctuations in interest rates or foreign currency exchange rates;

          (vii)  Investments in the MAFCO Litigation Trust and the Avoidance
     Litigation Trust in accordance with their respective terms; provided that
     the aggregate amount of such Investments does not exceed $2.1 million plus
     the net reduction in Investments made pursuant to this clause (vii)
     resulting from distributions on or repayments of such Investments or from
     the Net Cash Proceeds from the sale or other disposition of any such
     Investment (except in each case to the extent of any gain on such sale or
     disposition that would be included in the calculation of Adjusted
     Consolidated Net Income for purposes of 
<PAGE>
 
     clause (C)(1) of Section 4.04) or from such Person becoming a Restricted
     Subsidiary (valued in each case as provided in the definition of
     "Investments"); provided that the net reduction in any Investment shall not
     exceed the amount of such Investment;

          (viii)  Investments in any Person (other than an Unrestricted
     Subsidiary) received in return for the licensing or sublicensing of use of
     any intellectual property to such Person by the Company or any Restricted
     Subsidiary in the ordinary course of business; provided that any such
     Investment in an Affiliate of the Company must satisfy the requirements of
     clause (i) of the second paragraph of Section 4.08; and

          (ix)    an Investment in a Restricted Subsidiary which is not a
     Guarantor, provided that the aggregate amount of such Investments does not
     exceed $5 million plus the net reduction in Investments made pursuant to
     this clause (ix) resulting from distributions on or repayments of such
     Investments or from the Net Cash Proceeds from the sale or other
     disposition of any such Investment (except in each case to the extent of
     any gain on such sale or disposition that would be included in the
     calculation of Adjusted Consolidated Net Income for purposes of clause
     (C)(1) of Section 4.04) or from such Person becoming a Restricted
     Subsidiary (valued in each case as provided in the definition of
     "Investments"); provided that the net reduction in any Investment shall not
     ------------                                                               
     exceed the amount of such Investment.

     "Permitted Liens" means:
      ---------------        

          (i)     Liens for taxes, assessments, governmental charges or claims
     that are being contested in good faith by appropriate legal proceedings
     promptly instituted and diligently conducted and for which a reserve or
     other appropriate provision, if any, as shall be required in conformity
     with GAAP shall have been made;

          (ii)    statutory and common law Liens of landlords and carriers,
     warehousemen, mechanics, suppliers, materialmen, repairmen or other similar
     Liens arising in the ordinary course of business and with respect to
     amounts not yet delinquent or being contested in good faith by appropriate
     legal proceedings promptly instituted and diligently conducted and for
     which a reserve or other appropriate provision, if any, as shall be
     required in conformity with GAAP shall have been made;

          (iii)   Liens incurred or deposits made in the ordinary course of
     business in connection with workers' compensation, unemployment insurance
     and other types of social security;

          (iv)    Liens incurred or deposits made to secure the performance of
     tenders, bids, leases, statutory or regulatory obligations, bankers'
     acceptances, surety and appeal bonds, government contracts, performance and
     return-of-money bonds and other obligations of 
<PAGE>
 
     a similar nature incurred in the ordinary course of business (exclusive of
     obligations for the payment of borrowed money);

          (v)    easements, rights-of-way, municipal and zoning ordinances and
     similar charges, encumbrances, title defects or other irregularities that
     do not materially interfere with the ordinary course of business of the
     Company or any of its Restricted Subsidiaries;

          (vi)   Liens (including extensions and renewals thereof) upon real or
     personal property acquired after the Closing Date; provided that (a) such
     Lien is created solely for the purpose of securing Indebtedness Incurred,
     in accordance with Section 4.03, to finance the cost (including the cost of
     improvement or construction) of the item of property or assets subject
     thereto and such Lien is created prior to, at the time of or within six
     months after the later of the acquisition, the completion of construction
     or the commencement of full operation of such property (b) the principal
     amount of the Indebtedness secured by such Lien does not exceed 100% of
     such cost and (c) any such Lien shall not extend to or cover any property
     or assets other than such item of property or assets and any improvements
     on such item;

          (vii)  leases or subleases granted to others that do not materially
     interfere with the ordinary course of business of the Company and its
     Restricted Subsidiaries, taken as a whole;

          (viii) Liens encumbering property or assets under construction
     arising from progress or partial payments by a customer of the Company or
     its Restricted Subsidiaries relating to such property or assets;

          (ix)   any interest or title of a lessor in the property subject to
     any Capitalized Lease or operating lease;

          (x)    Liens arising from filing Uniform Commercial Code financing
     statements regarding leases;

          (xi)   Liens on property of, or on shares of Capital Stock or
     Indebtedness of, any Person existing at the time such Person becomes, or
     becomes a part of, any Restricted Subsidiary; provided that such Liens do
     not extend to or cover any property or assets of the Company or any
     Restricted Subsidiary other than the property or assets acquired;

          (xii)  Liens in favor of the Company or any Restricted Subsidiary;

          (xiii) Liens arising from the rendering of a final judgment or order
     against the Company or any Restricted Subsidiary that does not give rise to
     an Event of Default;
<PAGE>
 
          (xiv)   Liens securing reimbursement obligations with respect to
     letters of credit that encumber documents and other property relating to
     such letters of credit and the products and proceeds thereof;

          (xv)    Liens in favor of customs and revenue authorities arising as a
     matter of law to secure payment of customs duties in connection with the
     importation of goods;

          (xvi)   Liens encumbering customary initial deposits and margin
     deposits, and other Liens that are within the general parameters customary
     in the industry and incurred in the ordinary course of business, in each
     case, securing Indebtedness under Interest Rate Agreements and Currency
     Agreements and forward contracts, options, future contracts, futures
     options or similar agreements or arrangements designed solely to protect
     the Company or any of its Restricted Subsidiaries from fluctuations in
     interest rates, currencies or the price of commodities;

          (xvii)  Liens arising out of conditional sale, title retention,
     consignment or similar arrangements for the sale of goods entered into by
     the Company or any of its Restricted Subsidiaries in the ordinary course of
     business in accordance with the past practices of the Company and its
     Restricted Subsidiaries prior to the Closing Date;

          (xviii) Liens on shares of Capital Stock of any Unrestricted
     Subsidiary to secure Indebtedness of such Unrestricted Subsidiary;

          (xix)   licenses or similar rights granted by the Company or any
     Restricted Subsidiary in the ordinary course of business;

          (xx)    any interest or title of a licensor in the property subject to
     a license;

          (xxi)   Liens on or sales of receivables; and

          (xxii)  Liens securing Indebtedness or other obligations in an
     aggregate amount not to exceed $5 million.

     "Person" means an individual, a corporation, a partnership, a limited
      ------                                                              
liability company, an association, a trust or any other entity or organization,
including a government or political subdivision or an agency or instrumentality
thereof.

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

     "Plan" means the Fourth Amended Joint Plan of Reorganization proposed by
      ----                                                                   
Toy Biz, Inc. and certain secured creditors of Marvel Entertainment Group, Inc.
in connection with the 
<PAGE>
 
bankruptcy of Marvel Entertainment Group, Inc. which was confirmed by the United
States District Court for the District of Delaware on July 31, 1998, as
subsequently amended.

     "Preferred Stock" means, with respect to any Person, any and all shares,
      ---------------                                                        
interests, participations or other equivalents (however designated, whether
voting or non-voting) of such Person's preferred or preference equity, whether
outstanding on the Closing Date or issued thereafter, including, without
limitation, all series and classes of such preferred or preference stock.

     "principal" of a debt security, including the Notes, means the principal
      ---------                                                              
amount due on the Stated Maturity as shown on such debt security.

     "Private Placement Legend" means the legend initially set forth on the
      ------------------------                                             
Notes in the form set forth in Section 2.02.

     "QIB" means a "qualified institutional buyer" as defined in Rule 144A.
      ---                                                                  

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

     "Redemption Price" means, when used with respect to any Note to be
      ----------------                                                 
redeemed, the price at which such Note is to be redeemed pursuant to this
Indenture.

     "Registrar" has the meaning provided in Section 2.04.
      ---------                                           

     "Registration Rights Agreement" means the Registration Rights Agreement
      -----------------------------                                         
dated February 25, 1999 among the Company, each of the Guarantors and Morgan
Stanley & Co. Incorporated and Warburg Dillon Read LLC.

     "Registration Statement" means the Registration Statement as defined and
      ----------------------                                                 
described in the Registration Rights Agreement.

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

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

     "Responsible Officer," when used with respect to the Trustee, means the
      -------------------                                                   
president, any vice president, any assistant vice president, the secretary, any
assistant secretary, the treasurer, any assistant treasurer, any trust officer
or assistant trust officer or any other officer of the Trustee in its Corporate
Trust Office customarily performing functions similar to those performed by any
<PAGE>
 
of the above-designated officers and also means, with respect to a particular
corporate trust matter, any other officer to whom such matter is referred
because of his or her knowledge of and familiarity with the particular subject.

     "Restricted Payments" has the meaning provided in Section 4.04.
      -------------------                                           

     "Restricted Subsidiary" means any Subsidiary of the Company other than an
      ---------------------                                                   
Unrestricted Subsidiary.

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

     "S&P" means Standard & Poor's Ratings Group, a division of The McGraw-Hill
      ---                                                                      
Companies, and its successors.

     "Sale-Leaseback Transaction" means any transaction whereby the Company or a
      --------------------------                                                
Restricted Subsidiary sells or transfers any of its assets or properties whether
now owner of hereafter acquired and then or thereafter leases such assets or
properties or any part thereof or any other assets or properties which the
Company or such Restricted Subsidiary, as the case may be, intends to use for
substantially the same purpose or purposes as the assets or properties sold or
transferred.

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

     "Security Register" has the meaning provided in Section 2.04.
      -----------------                                           

     "Significant Subsidiary" means, at any date of determination, any
      ----------------------                                          
Restricted Subsidiary that, together with its Subsidiaries, (i) for the most
recent fiscal year of the Company, accounted for more than 10% of the
consolidated revenues of the Company and its Restricted Subsidiaries or (ii) as
of the end of such fiscal year, was the owner of more than 10% of the
consolidated assets of the Company and its Restricted Subsidiaries, all as set
forth on the most recently available consolidated financial statements of the
Company for such fiscal year.

     "Stated Maturity" means, (i) with respect to any debt security, the date
      ---------------                                                        
specified in such debt security as the fixed date on which the final installment
of principal of such debt security is due and payable and (ii) with respect to
any scheduled installment of principal of or interest on any debt security, the
date specified in such debt security as the fixed date on which such installment
is due and payable.

     "Stockholders Agreement" means the Stockholders Agreement, dated as of
      ----------------------                                               
October 1, 1998, among the Company and certain holders of its capital stock, as
in effect on the closing date.
<PAGE>
 
     "Subsidiary" means, with respect to any Person, any corporation,
      ----------                                                     
association or other business entity of which more than 50% of the voting power
of the outstanding Voting Stock is owned, directly or indirectly, by such Person
and one or more other Subsidiaries of such Person.

     "Subsidiary Guarantee" has the meaning provided in Section 4.07.
      --------------------                                           

     "Temporary Cash Investment" means any of the following:
      -------------------------                             

          (i)    direct obligations of the United States of America or any
     agency thereof or obligations fully and unconditionally guaranteed by the
     United States of America or any agency thereof;

          (ii)   time deposit accounts, certificates of deposit and money market
     deposits maturing within 180 days of the date of acquisition thereof issued
     by a bank or trust company which is organized under the laws of the United
     States of America, any state thereof or any foreign country recognized by
     the United States of America, and which bank or trust company has capital,
     surplus and undivided profits aggregating in excess of $100 million (or the
     foreign currency equivalent thereof) and has outstanding debt which is
     rated "A" (or such similar equivalent rating) or higher by at least one
     nationally recognized statistical rating organization (as defined in Rule
     436 under the Securities Act) or any money-market fund sponsored by a
     registered broker dealer or mutual fund distributor;

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

          (iv)   commercial paper, maturing not more than 180 days after the
     date of acquisition, issued by a corporation (other than an Affiliate of
     the Company) organized and in existence under the laws of the United States
     of America, any state thereof or any foreign country recognized by the
     United States of America with a rating at the time as of which any
     investment therein is made of "P-1" (or higher) according to Moody's or "A-
     1" (or higher) according to S&P; and

          (v)    securities with maturities of six months or less from the date
     of acquisition issued or fully and unconditionally guaranteed by any state,
     commonwealth or territory of the United States of America, or by any
     political subdivision or taxing authority thereof, and rated at least "A"
     by S&P or Moody's.

     "TIA" or "Trust Indenture Act" means the Trust Indenture Act of 1939 (15
      ---      -------------------                                           
U.S. Code (s)(S) 77aaa-77bbbb), as in effect on the date this Indenture was
executed, except as provided in Section 9.06.
<PAGE>
 
     "Trade Payables" means, with respect to any Person, any accounts payable or
      --------------                                                            
any other indebtedness or monetary obligation to trade creditors created,
assumed or Guaranteed by such Person or any of its Subsidiaries arising in the
ordinary course of business in connection with the acquisition of goods or
services.

     "Transaction Date" means, with respect to the Incurrence of any
      ----------------                                              
Indebtedness by the Company or any of its Restricted Subsidiaries, the date such
Indebtedness is to be Incurred and, with respect to any Restricted Payment, the
date such Restricted Payment is to be made.

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

     "United States Bankruptcy Code" means the Bankruptcy Reform Act of 1978, as
      -----------------------------                                             
amended and as codified in Title 11 of the United States Code, as amended from
time to time hereafter, or any successor federal bankruptcy law.

     "Unrestricted Subsidiary" means (i) Panini S.p.A., inactive Subsidiaries of
      -----------------------                                                   
the Company and any other Subsidiary of the Company that at the time of
determination shall be designated an Unrestricted Subsidiary by the Board of
Directors in the manner provided below; and (ii) any Subsidiary of an
Unrestricted Subsidiary.  The Board of Directors may designate any Restricted
Subsidiary (including any newly acquired or newly formed Subsidiary of the
Company) to be an Unrestricted Subsidiary unless such Subsidiary owns any
Capital Stock of, or owns or holds any Lien on any property of, the Company or
any Restricted Subsidiary; provided  that (A) any Guarantee by the Company or
any Restricted Subsidiary of any Indebtedness of the Subsidiary being so
designated shall be deemed an "Incurrence" of such Indebtedness and an
"Investment" by the Company or such Restricted Subsidiary (or both, if
applicable) at the time of such designation; (B) either (I) the Subsidiary to be
so designated has total assets of $1,000 or less or (II) if such Subsidiary has
assets greater than $1,000, such designation would be permitted under  Section
4.04 and (C) if applicable, the Incurrence of Indebtedness and the Investment
referred to in clause (A) of this proviso would be permitted under Section 4.03
and Section 4.04.  The Board of Directors may designate any Unrestricted
Subsidiary to be a Restricted Subsidiary; provided that (i) no Default or Event
of Default shall have occurred and be continuing at the time of or after giving
effect to such designation and (ii) all Liens and Indebtedness of such
Unrestricted Subsidiary outstanding immediately after such designation would, if
Incurred at such time, have been permitted to be Incurred (and shall be deemed
to have been Incurred) for all purposes of this Indenture.  Any such designation
by the Board of Directors shall be evidenced to the Trustee by promptly filing
with the Trustee a copy of the Board Resolution giving effect to such
designation and an Officers' Certificate certifying that such designation
complied with the foregoing provisions.
<PAGE>
 
     "U.S. Global Notes" has the meaning provided in Section 2.01.
      -----------------                                           

     "U.S. Government Obligations" means securities that are (i) direct
      ---------------------------                                      
obligations of the United States of America for the payment of which its full
faith and credit is pledged or (ii) obligations of a Person controlled or
supervised by and acting as an agency or instrumentality of the United States of
America the payment of which is unconditionally guaranteed as a full faith and
credit obligation by the United States of America, which, in either case, are
not callable or redeemable at the option of the issuer thereof at any time prior
to the Stated Maturity of the Notes, and shall also include a depository receipt
issued by a bank or trust company as custodian with respect to any such U.S.
Government Obligation or a specific payment of interest on or principal of any
such U.S. Government Obligation held by such custodian for the account of the
holder of a depository receipt; provided that (except as required by law) such
custodian is not authorized to make any deduction from the amount payable to the
holder of such depository receipt from any amount received by the custodian in
respect of the U.S. Government Obligation or the specific payment of interest on
or principal of the U.S. Government Obligation evidenced by such depository
receipt.

     "U.S. Physical Notes" means the Notes issued in the form of permanent
      -------------------                                                 
certificated Notes in registered form in substantially the form set forth in
Exhibit A to Institutional Accredited Investors which are not QIBs (excluding
Non-U.S. Persons) who purchased Notes pursuant to Regulation D of the Securities
Act.

     "Voting Stock" means with respect to any Person, Capital Stock of any class
      ------------                                                              
or kind ordinarily having the power to vote for the election of directors,
managers or other voting members of the governing body of such Person.

     "Wholly Owned" means, with respect to any Subsidiary of any Person, the
      ------------                                                          
ownership of all of the outstanding Capital Stock of such Subsidiary (other than
any director's qualifying shares or Investments by foreign nationals mandated by
applicable law) by such Person or one or more Wholly Owned Subsidiaries of such
Person.

     SECTION 1.02.  Incorporation by Reference of Trust Indenture Act.  Whenever
                    -------------------------------------------------           
this Indenture refers to a provision of the TIA, the provision is incorporated
by reference in and made a part of this Indenture.  The following TIA terms used
in this Indenture have the following meanings:

          "indenture securities" means the Notes;
           --------------------                  

          "indenture security holder" means a Holder or a Noteholder;
           -------------------------                                 

          "indenture to be qualified" means this Indenture;
           -------------------------                       
<PAGE>
 
          "indenture trustee" or "institutional trustee" means the Trustee; and
           -----------------      ---------------------                        

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

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

     SECTION 1.03.  Rules of Construction.  Unless the context otherwise
                    ---------------------                               
requires:

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

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

          (iii)  "or" is not exclusive;

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

          (v)    provisions apply to successive events and transactions;

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

          (vii)  all ratios and computations based on GAAP contained in this
     Indenture shall be computed in accordance with the definition of GAAP set
     forth in Section 1.01; and

          (viii) all references to Sections or Articles refer to Sections or
     Articles of this Indenture unless otherwise indicated.


                                  ARTICLE TWO
                                   THE NOTES
 
     SECTION 2.01.  Form and Dating.  The Notes and the Trustee's certificate of
                    ---------------                                             
authentication shall be substantially in the form annexed hereto as Exhibit A
with such appropriate insertions, omissions, substitutions and other variations
as are required or permitted by this Indenture.  The Notes may have notations,
legends or endorsements required by law, stock exchange agreements to which the
Company or the Guarantors are subject or usage. The Company 
<PAGE>
 
shall approve the form of the Notes and any notation, legend or endorsement on
the Notes. Each Note shall be dated the date of its authentication.

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

     Notes offered and sold in reliance on Rule 144A shall be issued initially
in the form of one or more permanent global Notes in registered form,
substantially in the form set forth in Exhibit A (the "U.S. Global Notes"),
                                                       -----------------   
registered in the name of the nominee of the Depositary, deposited with the
Trustee, as custodian for the Depositary, duly executed by the Company and
authenticated by the Trustee as hereinafter provided.  The aggregate principal
amount of the U.S. Global Notes may from time to time be increased or decreased
by adjustments made on the records of the Trustee, as custodian for the
Depositary or its nominee, in accordance with the instructions given by the
Holder thereof, as hereinafter provided.

     Notes offered and sold in offshore transactions in reliance on Regulation S
shall be issued initially in the form of one or more permanent global Notes in
registered form substantially in the form set forth in Exhibit A (the "Offshore
                                                                       --------
Global Notes"), registered in the name of the nominee of the Depositary,
------------                                                            
deposited with the Trustee, as custodian for the Depositary, duly executed by
the Company and authenticated by the Trustee as hereinafter provided.  The
aggregate principal amount of the Offshore Global Notes may from time to time be
increased or decreased by adjustments made on the records of the Trustee, as
custodian for the Depositary or its nominee, as hereinafter provided.

     Notes offered and sold in reliance on Regulation D under the Securities Act
shall be issued in the form of permanent certificated Notes in registered form
in substantially the form set forth in Exhibit A (the "U.S. Physical Notes").
                                                       -------------------    
Notes issued pursuant to Section 2.07 in exchange for interests in the Offshore
Global Notes shall be in the form of permanent certificated Notes in registered
form substantially in the form set forth in Exhibit A (the "Offshore Physical
                                                            -----------------
Notes").
-----   

     The Offshore Physical Notes and U.S. Physical Notes are sometimes
collectively herein referred to as the "Physical Notes."  The U.S. Global Notes
                                        --------------                         
and the Offshore Global Notes are sometimes referred to herein as the "Global
                                                                       ------
Notes."
-----  

     The definitive Notes shall be typed, printed, lithographed or engraved or
produced by any combination of these methods or may be produced in any other
manner permitted by the rules of any securities exchange on which the Notes may
be listed, all as determined by the Officers executing such Notes, as evidenced
by their execution of such Notes.

     SECTION 2.02.  Restrictive Legends.  Unless and until a Note is exchanged
                    -------------------                                       
for an Exchange Note or sold in connection with an effective Registration
Statement pursuant to the 
<PAGE>
 
Registration Rights Agreement, (i) the U.S. Global Notes and U.S. Physical Notes
shall bear the legend set forth below on the face thereof and (ii) the Offshore
Physical Notes and Offshore Global Notes shall bear the legend set forth below
on the face thereof until (a) at least the 41st day after the Closing Date, (b)
receipt by the Company and the Trustee of a certificate substantially in the
form of Exhibit B hereto and (c) the Company shall have obtained a CUSIP or CINS
number (if then generally in use) with respect to the unlegended Offshore
Physical Note or Offshore Global Note, as the case may be.

     THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS
     AMENDED (THE "SECURITIES ACT"), AND ACCORDINGLY, MAY NOT BE OFFERED OR SOLD
     WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S.
     PERSONS EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE.  BY ITS ACQUISITION
     HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL
     BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS AN
     INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(a)(1), (2), (3)
     OR (7) OF REGULATION D UNDER THE SECURITIES ACT) (AN "INSTITUTIONAL
     ACCREDITED INVESTOR") OR (C) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS
     NOTE IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE
     SECURITIES ACT, (2) AGREES THAT IT WILL NOT, WITHIN THE TIME PERIOD
     REFERRED TO UNDER RULE 144(k) UNDER THE SECURITIES ACT AS IN EFFECT ON THE
     DATE OF TRANSFER OF THIS NOTE, RESELL OR OTHERWISE TRANSFER THIS NOTE
     EXCEPT (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) TO A QUALIFIED
     INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT,
     (C) INSIDE THE UNITED STATES TO AN INSTITUTIONAL ACCREDITED INVESTOR THAT,
     PRIOR TO SUCH TRANSFER, FURNISHES TO THE TRUSTEE A SIGNED LETTER CONTAINING
     CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON
     TRANSFER OF THIS NOTE (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE
     TRUSTEE), AND, IF SUCH TRANSFER IS IN RESPECT OF AN AGGREGATE PRINCIPAL
     AMOUNT OF LESS THAN $100,000, AN OPINION OF COUNSEL ACCEPTABLE TO THE
     COMPANY THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT, (D)
     OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH
     RULE 904 UNDER THE SECURITIES ACT, (E) PURSUANT TO THE EXEMPTION FROM
     REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE)
     OR (F) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
     ACT AND (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS NOTE IS
     TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.  IN
<PAGE>
 
     CONNECTION WITH ANY TRANSFER OF THIS NOTE WITHIN THE TIME PERIOD REFERRED
     TO IN RULE 144(K) UNDER THE SECURITIES ACT AFTER THE ORIGINAL ISSUANCE OF
     THE NOTE, THE HOLDER MUST CHECK THE APPROPRIATE BOX SET FORTH ON THE
     REVERSE HEREOF RELATING TO THE MANNER OF SUCH TRANSFER AND SUBMIT THIS
     CERTIFICATE TO THE TRUSTEE.  IF THE PROPOSED TRANSFEREE IS AN INSTITUTIONAL
     ACCREDITED INVESTOR, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO
     THE TRUSTEE AND THE COMPANY SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER
     INFORMATION AS EITHER OF THEM MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH
     TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION
     NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.  AS
     USED HEREIN, THE TERMS "OFFSHORE TRANSACTION", "UNITED STATES" AND "U.S.
     PERSON" HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE
     SECURITIES ACT.  THE INDENTURE CONTAINS A PROVISION REQUIRING THE TRUSTEE
     TO REFUSE TO REGISTER ANY TRANSFER OF THIS NOTE IN VIOLATION OF THE
     FOREGOING RESTRICTIONS.

     Each Global Note, whether or not an Exchange Note, shall also bear the
following legend on the face thereof:

     UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
     DEPOSITORY TRUST COMPANY TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF
     TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
     THE NAME OF CEDE & CO. OR IN THE NAME OF SUCH OTHER ENTITY AS IS REQUESTED
     BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY
     PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
     REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY),
     ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
     ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
     AN INTEREST HEREIN.

     TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT
     NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH
     SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE
     LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN
     SECTION 2.08 OF THE INDENTURE.
<PAGE>
 
     SECTION 2.03.  Execution, Authentication and Denominations.  Subject to
                    -------------------------------------------             
Article Four and applicable law, the aggregate principal amount of Notes which
may be authenticated and delivered under this Indenture is unlimited.  The Notes
shall be executed by two Officers of the Company.  The signature of these
Officers on the Notes may be by facsimile or manual signature in the name and on
behalf of the Company.

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

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

     At any time and from time to time after the execution of this Indenture,
the Trustee or an authenticating agent shall upon receipt of a Company Order
authenticate for original issue Notes in the aggregate principal amount
specified in such Company Order; provided that the Trustee shall be entitled to
receive an Officers' Certificate and an Opinion of Counsel of the Company in
connection with such authentication of Notes.  Such Company Order shall specify
the amount of Notes to be authenticated and the date on which the original issue
of Notes is to be authenticated and, in case of an issuance of Notes pursuant to
Section 2.15, shall certify that such issuance is in compliance with Article
Four.

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

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

     SECTION 2.04.  Registrar and Paying Agent.  The Company shall maintain an
                    --------------------------                                
office or agency where Notes may be presented for registration of transfer or
for exchange (the "Registrar"), an office or agency where Notes may be presented
                   ---------                                                    
for payment (the "Paying Agent") and an office or agency where notices and
                  ------------                                            
demands to or upon the Company in respect of the Notes and this Indenture may be
served, which shall be in the Borough of Manhattan, The City of New York and, in
the event the Notes are listed on the Luxembourg Stock Exchange, in Luxembourg.
The Company shall cause the Registrar to keep a register of the Notes and of
their transfer and exchange (the "Security Register").  The Security Register
                                  -----------------                          
shall be in written form or any other form capable of being converted into
written form within a reasonable time.  The Company may have one or more co-
Registrars and one or more additional Paying Agents.
<PAGE>
 
     The Company shall enter into an appropriate agency agreement with any Agent
not a party to this Indenture.  The agreement shall implement the provisions of
this Indenture that relate to such Agent.  The Company shall give prompt written
notice to the Trustee of the name and address of any such Agent and any change
in the address of such Agent.  If the Company fails to maintain a Registrar,
Paying Agent and/or agent for service of notices and demands, the Company shall
appoint the Trustee to act as, and the Trustee shall act as, such Registrar,
Paying Agent and/or agent for service of notices and demands.  The Company may
remove any Agent upon written notice to such Agent and the Trustee; provided
that no such removal shall become effective until (i) the acceptance of an
appointment by a successor Agent to such Agent as evidenced by an appropriate
agency agreement entered into by the Company and such successor Agent and
delivered to the Trustee or (ii) notification to the Trustee that the Trustee
shall serve as such Agent until the appointment of a successor Agent in
accordance with clause (i) of this proviso.  The Company, any Subsidiary of the
Company, or any Affiliate of any of them may act as Paying Agent, Registrar or
co-Registrar, and/or agent for service of notice and demands.

     The Company hereby initially appoints the Trustee as Registrar, Paying
Agent and authenticating agent.  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 Holders and shall otherwise comply with TIA (S) 312(a).  If the
Trustee is not the Registrar, the Company shall furnish to the Trustee as of
each Regular Record Date and at such other times as the Trustee may reasonably
request the names and addresses of Holders as they appear in the Security
Register, including the aggregate principal amount of Notes held by each Holder.

     SECTION 2.05.  Paying Agent to Hold Money in Trust.  Not later than 11:00
                    -----------------------------------                       
a.m. (New York City time) on each due date of the principal, premium, if any,
and interest on any Notes, the Company shall deposit with the Paying Agent money
in immediately available funds sufficient to pay such principal, premium, if
any, and interest so becoming due.  The Company shall require each Paying Agent
other than the Trustee to agree in writing that such Paying Agent shall hold in
trust for the benefit of the Holders or the Trustee all money held by the Paying
Agent for the payment of principal of, premium, if any, and interest on the
Notes (whether such money has been paid to it by the Company or any other
obligor on the Notes), and such Paying Agent shall promptly notify the Trustee
of any default by the Company (or any other obligor on the Notes) in making any
such payment.  The Company at any time may require a Paying Agent to pay all
money held by it to the Trustee and account for any funds disbursed, and the
Trustee may at any time during the continuance of any payment default, upon
written request to a Paying Agent, require such Paying Agent to pay all money
held by it to the Trustee and to account for any funds disbursed.  Upon doing
so, the Paying Agent shall have no further liability for the money so paid over
to the Trustee.  If the Company or any Subsidiary of the Company or any
Affiliate of any of them acts as Paying Agent, it will, on or before each due
date of any principal of, premium, if any, or interest on the Notes, segregate
and hold in a separate trust fund for the benefit of the Holders a sum of money
sufficient to pay such principal, premium, if any, or interest so becoming due
until such sum of money shall be paid to such Holders or otherwise disposed of
as provided in this Indenture, and will promptly notify the Trustee of its
action or failure to act.
<PAGE>
 
     SECTION 2.06.  Transfer and Exchange.  The Notes are issuable only in
                    ---------------------                                 
registered form.  A Holder may transfer a Note only by written application to
the Registrar stating the name of the proposed transferee and otherwise
complying with the terms of this Indenture.  No such transfer shall be effected
until, and such transferee shall succeed to the rights of a Holder only upon,
final acceptance and registration of the transfer by the Registrar in the
Security Register.  Prior to the registration of any transfer by a Holder as
provided herein, the Company, the Trustee, and any agent of the Company shall
treat the person in whose name the Note is registered as the owner thereof for
all purposes whether or not the Note shall be overdue, and neither the Company,
the Trustee, nor any such agent shall be affected by notice to the contrary.
Furthermore, any Holder of a Global Note shall, by acceptance of such Global
Note, agree that transfers of beneficial interests in such Global Note may be
effected only through a book entry system maintained by the Holder of such
Global Note (or its agent) and that ownership of a beneficial interest in the
Note shall be required to be reflected in a book entry.  When Notes are
presented to the Registrar or a co-Registrar with a request to register the
transfer or to exchange them for an equal principal amount  of Notes of other
authorized denominations (including an exchange of Notes for Exchange Notes),
the Registrar shall register the transfer or make the exchange as requested if
its requirements for such transactions are met (including that such Notes are
duly endorsed or accompanied by a written instrument of transfer in form
satisfactory to the Trustee and Registrar duly executed by the Holder thereof or
by an attorney who is authorized in writing to act on behalf of the Holder);
provided that no exchanges of Notes for Exchange Notes shall occur until a
Registration Statement shall have been declared effective by the Commission and
that any Notes that are exchanged for Exchange Notes shall be cancelled by the
Trustee.  To permit registrations of transfers and exchanges, the Company shall
execute and the Trustee shall authenticate Notes at the Registrar's request.  No
service charge shall be made for any registration of transfer or exchange or
redemption of the Notes, but the Company may require payment of a sum sufficient
to cover any transfer tax or similar governmental charge payable in connection
therewith (other than any such transfer taxes or other similar governmental
charge payable upon exchanges pursuant to Section 2.11, 3.08 or 9.04).

     The Registrar shall not be required (i) to issue, register the transfer of
or exchange any Note during a period beginning at the opening of business 15
days before the day of the mailing of a notice of redemption of Notes selected
for redemption under Section 3.03 and ending at the close of business on the day
of such mailing, or (ii) to register the transfer of or exchange any Note so
selected for redemption in whole or in part, except the unredeemed portion of
any Note being redeemed in part.

     SECTION 2.07.  Book-Entry Provisions for Global Notes.  (a)  The U.S.
                    --------------------------------------                
Global Notes and Offshore Global Notes initially shall (i) be registered in the
name of the Depositary for such Global Notes or the nominee of such Depositary,
(ii) be delivered to the Trustee as custodian for such Depositary and (iii) bear
legends as set forth in Section 2.02.
<PAGE>
 
     Members of, or participants in, the Depositary ("Agent Members") shall have
                                                      -------------             
no rights under this Indenture with respect to any Global Note held on their
behalf by the Depositary, or the Trustee as its custodian, or under such Global
Note, and the Depositary may be treated by the Company, the Trustee and any
agent of the Company or the Trustee as the absolute owner of such Global Note
for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall
prevent the Company, the Trustee or any agent of the Company or the Trustee,
from giving effect to any written certification, proxy or other authorization
furnished by the Depositary or impair, as between the Depositary and its Agent
Members, the operation of customary practices governing the exercise of the
rights of a holder of any Note.

     (b) Transfers of a Global Note shall be limited to transfers of such Global
Note in whole, but not in part, to the Depositary, its successors or their
respective nominees. Interests of beneficial owners in Global Notes may be
transferred in accordance with the rules and procedures of the Depositary and
the provisions of Section 2.08.  In addition, U.S. Physical Notes and Offshore
Physical Notes shall be transferred to all beneficial owners in exchange for
their beneficial interests in the U.S. Global Notes or the Offshore Global
Notes, as the case may be, if (i) the Depositary notifies the Company that it is
unwilling or unable to continue as Depositary for the U.S. Global Notes or the
Offshore Global Notes, as the case may be, and a successor depositary is not
appointed by the Company within 90 days of such notice, (ii) an Event of Default
has occurred and is continuing and the Registrar has received a written request
from the Depositary or (iii) in accordance with the rules and procedures of the
Depositary and the provisions of Section 2.08.

     (c) Any beneficial interest in one of the Global Notes that is transferred
to a person who takes delivery in the form of an interest in another Global Note
will, upon transfer, cease to be an interest in such Global Note and become an
interest in such other Global Note and, accordingly, will thereafter be subject
to all transfer restrictions, if any, and other procedures applicable to
beneficial interests in such other Global Note for as long as it remains such an
interest.

     (d) In connection with any transfer of a portion of the beneficial
interests in a Global Note to beneficial owners pursuant to paragraph (b) of
this Section 2.07, the Registrar shall reflect on its books and records the date
and a decrease in the principal amount of such Global Note in an amount equal to
the principal amount of the beneficial interest in such Global Note to be
transferred, and the Company shall execute, and the Trustee shall authenticate
and deliver, one or more U.S. Physical Notes or Offshore Physical Notes, as the
case may be, of like tenor and amount.

     (e) In connection with the transfer of the U.S. Global Notes or the
Offshore Global Notes, in whole, to beneficial owners pursuant to paragraph (b)
of this Section 2.07, the U.S. Global Notes or Offshore Global Notes, as the
case may be, shall be deemed to be surrendered to the Trustee for cancellation,
and the Company shall execute, and the Trustee shall authenticate 
<PAGE>
 
and deliver, to each beneficial owner identified by the Depositary in exchange
for its beneficial interest in the U.S. Global Notes or Offshore Global Notes,
as the case may be, an equal aggregate principal amount of U.S. Physical Notes
or Offshore Physical Notes, as the case may be, of authorized denominations.

     (f) Any U.S. Physical Note delivered in exchange for an interest in the
U.S. Global Notes pursuant to paragraph (b), (d) or (e) of this Section 2.07
shall, except as otherwise provided by paragraph (f) of Section 2.08, bear the
legend regarding transfer restrictions applicable to the U.S. Physical Note set
forth in Section 2.02.

     (g) Any Offshore Physical Note delivered in exchange for an interest in the
Offshore Global Notes pursuant to paragraph (b), (d) or (e) of this Section 2.07
shall, except as otherwise provided by paragraph (f) of Section 2.08, bear the
legend regarding transfer restrictions applicable to the Offshore Physical Note
set forth in Section 2.02.

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

     SECTION 2.08.  Special Transfer Provisions.  Unless and until a Note is
                    ---------------------------                             
exchanged for an Exchange Note or sold in connection with an effective
Registration Statement pursuant to the Registration Rights Agreement, the
following provisions shall apply:

     (a) Transfers to Non-QIB Institutional Accredited Investors.  The following
         -------------------------------------------------------                
provisions shall apply with respect to the registration of any proposed transfer
of a Note to any Institutional Accredited Investor which is not a QIB (excluding
Non-U.S. Persons):

          (i)  The Registrar shall register the transfer of any Note, whether or
     not such Note bears the Private Placement Legend, if (x) the requested
     transfer is after the time period referred to in Rule 144(k) under the
     Securities Act or (y) the proposed transferee has delivered to the
     Registrar (A) a certificate substantially in the form of Exhibit C hereto
     and (B) if the aggregate principal amount of the Notes being transferred is
     less than $100,000, an opinion of counsel acceptable to the Company that
     such transfer is in compliance with the Securities Act.

          (ii) If the proposed transferor is an Agent Member holding a
     beneficial interest in the U.S. Global Notes, upon receipt by the Registrar
     of (x) the documents, if any, required by paragraph (i) above and (y)
     instructions given in accordance with the Depositary's and the Registrar's
     procedures, the Registrar shall reflect on its books and records the date
     and a decrease in the principal amount of the U.S. Global Notes in an
     amount equal to the principal amount of the beneficial interest in the U.S.
     Global Notes 
<PAGE>
 
     to be transferred, and the Company shall execute, and the Trustee shall
     authenticate and deliver, one or more U.S. Physical Notes of like tenor and
     amount.

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

          (i)  If the Note to be transferred consists of (x) either Offshore
     Physical Notes prior to the removal of the Private Placement Legend or U.S.
     Physical Notes, the Registrar shall register the transfer if such transfer
     is being made by a proposed transferor who has checked the box provided for
     on the form of Note stating, or has otherwise advised the Company and the
     Registrar in writing, that the sale has been made in compliance with the
     provisions of Rule 144A to a transferee who has signed the certification
     provided for on the form of Note stating, or has otherwise advised the
     Company and the Registrar in writing, that it is purchasing the Note for
     its own account or an account with respect to which it exercises sole
     investment discretion and that it and any such account is a QIB within the
     meaning of Rule 144A and is aware that the sale to it is being made in
     reliance on Rule 144A and acknowledges that it has received such
     information regarding the Company as it has requested pursuant to Rule 144A
     or has determined not to request such information and that it is aware that
     the transferor is relying upon its foregoing representations in order to
     claim the exemption from registration provided by Rule 144A or (y) an
     interest in the U.S. Global Notes, the transfer of such interest may be
     effected only through the book entry system maintained by the Depositary.

          (ii) If the proposed transferee is an Agent Member, and the Note to be
     transferred consists of U.S. Physical Notes, upon receipt by the Registrar
     of the documents referred to in paragraph (i) above and instructions given
     in accordance with the Depositary's and the Registrar's procedures, the
     Registrar shall reflect on its books and records the date and an increase
     in the principal amount of U.S. Global Notes in an amount equal to the
     principal amount of the U.S. Physical Notes to be transferred, and the
     Trustee shall cancel the U.S. Physical Notes so transferred.

     (c) Transfers of Interests in the Offshore Global Notes or Offshore
         ---------------------------------------------------------------
Physical Notes.  The following provisions shall apply with respect to any
--------------                                                           
transfer of interests in Offshore Global Notes or Offshore Physical Notes:

          (i)  prior to the removal of the Private Placement Legend from the
     Offshore Global Notes or Offshore Physical Notes pursuant to Section 2.02,
     the Registrar shall refuse to register such transfer unless such transfer
     complies with Section 2.08(b) or Section 2.08(d), as the case may be, and

          (ii) after such removal, the Registrar shall register the transfer of
     any such Note without requiring any additional certification.
<PAGE>
 
     (d) Transfers to Non-U.S. Persons at Any Time.  The following provisions
         -----------------------------------------                           
shall apply with respect to any transfer of a Note to a Non-U.S. Person:

          (i)  The Registrar shall register any proposed transfer to any Non-
     U.S. Person if the Note to be transferred is a U.S. Physical Note or an
     interest in U.S. Global Notes, upon receipt of a certificate substantially
     in the form of Exhibit D hereto from the proposed transferor.

          (ii) (a) If the proposed transferor is an Agent Member holding a
     beneficial interest in the U.S. Global Notes, upon receipt by the Registrar
     of (x) the documents, if any, required by paragraph (i) and (y)
     instructions in accordance with the Depositary's and the Registrar's
     procedures, the Registrar shall reflect on its books and records the date
     and a decrease in the principal amount of the U.S. Global Notes in an
     amount equal to the principal amount of the beneficial interest in the U.S.
     Global Notes to be transferred, and (b) if the proposed transferee is an
     Agent Member, upon receipt by the Registrar of instructions given in
     accordance with the Depositary's and the Registrar's procedures, the
     Registrar shall reflect on its books and records the date and an increase
     in the principal amount of the Offshore Global Notes in an amount equal to
     the principal amount of the U.S. Physical Notes or the U.S. Global Notes,
     as the case may be, to be transferred, and the Trustee shall cancel the
     Physical Note, if any, so transferred or decrease the amount of the U.S.
     Global Notes.

     (e)  Private Placement Legend.  Upon the transfer, exchange or replacement
          ------------------------                                             
of Notes not bearing the Private Placement Legend, the Registrar shall deliver
Notes that do not bear the Private Placement Legend. Upon the transfer, exchange
or replacement of Notes bearing the Private Placement Legend, the Registrar
shall deliver only Notes that bear the Private Placement Legend unless (i) the
Private Placement Legend is no longer required by Section 2.02, (ii) the
circumstances contemplated by paragraph (a)(i)(x) of this Section 2.08 exist or
(iii) there is delivered to the Registrar an Opinion of Counsel reasonably
satisfactory to the Company and the Trustee to the effect that neither such
legend nor the related restrictions on transfer are required in order to
maintain compliance with the provisions of the Securities Act.

     (f)  General.  By its acceptance of any Note bearing the Private Placement
          -------                                                              
Legend, each Holder of such a Note acknowledges the restrictions on transfer of
such Note set forth in this Indenture and in the Private Placement Legend and
agrees that it will transfer such Note only as provided in this Indenture. The
Registrar shall not register a transfer of any Note unless such transfer
complies with the restrictions on transfer of such Note set forth in this
Indenture. In connection with any transfer of Notes, each Holder agrees by its
acceptance of the Notes to furnish the Registrar or the Company such
certifications, legal opinions or other information as either of them may
reasonably require to confirm that such transfer is being made pursuant to an
exemption from, or a transaction not subject to, the registration requirements
of the Securities Act; provided 
<PAGE>
 
that the Registrar shall not be required to determine (but may rely on a
determination made by the Company with respect to) the sufficiency of any such
certifications, legal opinions or other information.

     The Registrar shall retain copies of all letters, notices and other written
communications received pursuant to Section 2.07 or this Section 2.08. The
Company, at its sole cost and expense, shall have the right to inspect and make
copies of all such letters, notices or other written communications at any
reasonable time upon the giving of reasonable written notice to the Registrar.

     SECTION 2.09.  Replacement Notes.  If a mutilated Note is surrendered to
                    -----------------                                        
the Trustee or if the Holder claims that the Note has been lost, destroyed or
wrongfully taken, then, in the absence of written notice to the Company or the
Trustee that such Note has been acquired by a bona fide purchaser, the Company
shall issue and the Trustee shall authenticate a replacement Note of like tenor
and principal amount and bearing a number not contemporaneously outstanding;
provided that the requirements of this Section 2.09 are met.  If required by the
Trustee or the Company, an indemnity bond must be furnished that is sufficient
in the judgment of both the Trustee and the Company to protect the Company, the
Trustee or any Agent from any loss that any of them may suffer if a Note is
replaced.  The Company may charge such Holder for its expenses and the expenses
of the Trustee in replacing a Note.  In case any such mutilated, lost, destroyed
or wrongfully taken Note has become or is about to become due and payable, the
Company in its discretion may pay such Note instead of issuing a new Note in
replacement thereof.

     Every replacement Note is an additional obligation of the Company and each
Guarantor and shall be entitled to the benefits of this Indenture.

     SECTION 2.10.  Outstanding Notes.  Notes outstanding at any time are all
                    -----------------                                        
Notes that have been authenticated by the Trustee except for those cancelled by
it, those delivered to it for cancellation and those described in this Section
2.10 as not outstanding.

     If a Note is replaced pursuant to Section 2.09, it ceases to be outstanding
unless and until the Trustee and the Company receive proof satisfactory to them
that the replaced Note is held by a bona fide purchaser.

     If the Paying Agent (other than the Company or an Affiliate of the Company)
holds on the maturity date money sufficient to pay Notes payable on that date,
then on and after that date such Notes cease to be outstanding and interest on
them shall cease to accrue.

     A Note does not cease to be outstanding because the Company or one of its
Affiliates holds such Note, provided, however, that in determining whether the
Holders of the requisite principal amount of the outstanding Notes have given
any request, demand, authorization, direction, notice, 
<PAGE>
 
consent or waiver hereunder, Notes owned by the Company or any other obligor
upon the Notes or any Affiliate of the Company or of such other obligor shall be
disregarded and deemed not to be outstanding, except that, in determining
whether the Trustee shall be protected in relying upon any such request, demand,
authorization, direction, notice, consent or waiver, only Notes which the
Trustee has actual knowledge to be so owned shall be so disregarded. Notes so
owned which have been pledged in good faith may be regarded as outstanding if
the pledgee establishes to the satisfaction of the Trustee the pledgee's right
so to act with respect to such Notes and that the pledgee is not the Company or
any other obligor upon the Notes or any Affiliate of the Company or of such
other obligor.

     SECTION 2.11.  Temporary Notes.  Until definitive Notes are ready for
                    ---------------                                       
delivery, the Company may prepare and execute and the Trustee shall authenticate
temporary Notes.  Temporary Notes shall be substantially in the form of
definitive Notes but may have insertions, substitutions, omissions and other
variations determined to be appropriate by the Officers executing the temporary
Notes, as evidenced by their execution of such temporary Notes.  If temporary
Notes are issued, the Company will cause definitive Notes to be prepared without
unreasonable delay.  After the preparation of definitive Notes, the temporary
Notes shall be exchangeable for definitive Notes upon surrender of the temporary
Notes at the office or agency of the Company designated for such purpose
pursuant to Section 4.02, without charge to the Holder.  Upon surrender for
cancellation of any one or more temporary Notes the Company shall execute and
the Trustee shall authenticate and deliver in exchange therefor a like principal
amount  of definitive Notes of authorized denominations.  Until so exchanged,
the temporary Notes shall be entitled to the same benefits under this Indenture
as definitive Notes.

     SECTION 2.12.  Cancellation.  The Company at any time may deliver to the
                    ------------                                             
Trustee for cancellation any Notes previously authenticated and delivered
hereunder which the Company may have acquired in any manner whatsoever, and may
deliver to the Trustee for cancellation any Notes previously authenticated
hereunder which the Company has not issued and sold.  The Registrar and the
Paying Agent shall forward to the Trustee any Notes surrendered to them for
transfer, exchange or payment.  The Trustee shall cancel all Notes surrendered
for transfer, exchange, payment or cancellation and shall destroy them in
accordance with its normal procedure.

     SECTION 2.13.  CUSIP Numbers.  The Company in issuing the Notes may use
                    -------------                                           
"CUSIP," "CINS" or "ISIN" numbers (if then generally in use), and the Company
and the Trustee shall use CUSIP, CINS or ISIN numbers, as the case may be, in
notices of redemption or exchange as a convenience to Holders; provided that any
such notice shall state that no representation is made as to the correctness of
such numbers either as printed on the Notes or as contained in any notice of
redemption or exchange and that reliance may be placed only on the other
identification numbers printed on the Notes.  The Company shall promptly notify
the Trustee of any change in "CUSIP," "CINS" or "ISIN" numbers for the Notes.
<PAGE>
 
     SECTION 2.14.  Defaulted Interest.  If the Company defaults in a payment of
                    ------------------                                          
interest on the Notes, it shall pay, or shall deposit with the Paying Agent
money in immediately available funds sufficient to pay, the defaulted interest,
plus (to the extent lawful) any interest payable on the defaulted interest, to
the Persons who are Holders on a subsequent special record date.  A special
record date, as used in this Section 2.14 with respect to the payment of any
defaulted interest, shall mean the 15th day next preceding the date fixed by the
Company for the payment of defaulted interest, whether or not such day is a
Business Day.  At least 15 days before the subsequent special record date, the
Company shall mail to each Holder and to the Trustee a notice that states the
subsequent special record date, the payment date and the amount of defaulted
interest to be paid.

     SECTION 2.15.  Issuance of Additional Notes.  The Company may, subject to
                    ----------------------------                              
Article Four of this Indenture and applicable law, issue additional Notes under
this Indenture.  The Notes issued on the Closing Date and any additional Notes
subsequently issued shall be treated as a single class for all purposes under
this Indenture.


                                 ARTICLE THREE
                                  REDEMPTION
 
     SECTION 3.01.  Right of Redemption.  (a)  The Notes are redeemable, at the
                    -------------------                                        
Company's option, in whole or in part, at any time or from time to time, on or
after June 15, 2004 and prior to maturity, upon not less than 30 nor more than
60 days' prior notice mailed by first-class mail to each Holder's last address,
as it appears in the Security Register, at the following Redemption Prices
(expressed in percentages of principal amount), plus accrued and unpaid interest
to the Redemption Date (subject to the right of Holders of record on the
relevant Regular Record Date that is prior to the Redemption Date to receive
interest due on an Interest Payment Date), if redeemed during the 12-month
period commencing June 15 of the years set forth below:



                                                    Redemption
               Year                                    Price
               ----                                    -----
               2004................................  106.000%
               2005................................  104.000%
               2006................................  102.000%
               2007 and thereafter.................  100.000%

     (b) In addition, at any time prior to June 15, 2002, the Company may redeem
up to 35% of the aggregate principal amount of the Notes with the Net Cash
Proceeds of one or more sales of Capital Stock of the Company (other than
Disqualified Stock), at any time as a whole or from time to time in part, at a
Redemption Price (expressed as a percentage of principal amount) of 112%, plus
accrued and unpaid interest to the Redemption Date (subject to the rights of
Holders 
<PAGE>
 
of record on the relevant Regular Record Date that is prior to the Redemption
Date to receive interest due on an Interest Payment Date); provided that (i) at
least 65% of the aggregate principal amount of Notes originally issued on the
Closing Date remains outstanding after each such redemption and (ii) notice of
such redemption is mailed within 60 days after such sale of Capital Stock.

     SECTION 3.02.  Notices to Trustee.  If the Company elects to redeem Notes
                    ------------------                                        
pursuant to Section 3.01, it shall notify the Trustee in writing of the
Redemption Date and the principal amount of Notes to be redeemed and the clause
of this Indenture pursuant to which redemption shall occur.

     The Company shall give each notice provided for in this Section 3.02 in an
Officers' Certificate at least 45 days before the Redemption Date (unless a
shorter period shall be satisfactory to the Trustee).

     SECTION 3.03.  Selection of Notes to Be Redeemed.  If less than all of the
                    ---------------------------------                          
Notes are to be redeemed at any time, the Trustee shall select the Notes to be
redeemed in compliance with the requirements, as certified to it by the Company,
of the principal national securities exchange, if any, on which the Notes are
listed or, if the Notes are not listed on a national securities exchange or
automated quotation system, by lot or by such other method as the Trustee in its
sole discretion shall deem fair and appropriate; provided that no Note of $1,000
in principal amount or less shall be redeemed in part.

     The Trustee shall make the selection from the Notes outstanding and not
previously called for redemption.  Notes in denominations of $1,000 in principal
amount may only be redeemed in whole.  The Trustee may select for redemption
portions (equal to $1,000 in principal amount or any integral multiple thereof)
of Notes that have denominations larger than $1,000 in principal amount.
Provisions of this Indenture that apply to Notes called for redemption also
apply to portions of Notes called for redemption.  The Trustee shall notify the
Company and the Registrar promptly in writing of the Notes or portions of Notes
to be called for redemption.

     SECTION 3.04.  Notice of Redemption.  With respect to any redemption of
                    --------------------                                    
Notes pursuant to Section 3.01, at least 30 days 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 whose Notes are to be redeemed.

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

          (i)    the Redemption Date;

          (ii)   the Redemption Price;

          (iii)  the name and address of the Paying Agent;
<PAGE>
 
          (iv)   that Notes called for redemption must be surrendered to the
     Paying Agent in order to collect the Redemption Price;

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

          (vi)   that, if any Note is being redeemed in part, the portion of the
     principal amount (equal to $1,000 in principal amount or any integral
     multiple thereof) of such Note to be redeemed and that, on and after the
     Redemption Date, upon surrender of such Note, a new Note or Notes in
     principal amount equal to the unredeemed portion thereof will be reissued;
     and

          (vii)  that, if any Note contains a CUSIP, CINS or ISIN number as
     provided in Section 2.13, no representation is being made as to the
     correctness of the CUSIP, CINS or ISIN number either as printed on the
     Notes or as contained in the notice of redemption and that reliance may be
     placed only on the other identification numbers printed on the Notes.

     At the Company's request (which request may be revoked by the Company at
any time prior to the time at which the Trustee shall have given such notice to
the Holders), made in writing to the Trustee at least 45 days (or such shorter
period as shall be satisfactory to the Trustee) before a Redemption Date, the
Trustee shall give the notice of redemption in the name and at the expense of
the Company.  If, however, the Company gives such notice to the Holders, the
Company shall concurrently deliver to the Trustee an Officers' Certificate
stating that such notice has been given.

     SECTION 3.05.  Effect of Notice of Redemption.  Once notice of redemption
                    ------------------------------                            
is mailed, Notes called for redemption become due and payable on the Redemption
Date and at the Redemption Price.  Upon surrender of any Notes to the Paying
Agent, such Notes shall be paid at the Redemption Price, plus accrued interest,
if any, to the Redemption Date.

     Notice of redemption shall be deemed to be given when mailed, whether or
not the Holder receives the notice.  In any event, failure to give such notice,
or any defect therein, shall not affect the validity of the proceedings for the
redemption of Notes held by Holders to whom such notice was properly given.

     SECTION 3.06.  Deposit of Redemption Price.  On or prior to any Redemption
                    ---------------------------                                
Date, the Company shall deposit with the Paying Agent (or, if the Company is
acting as its own Paying Agent, shall segregate and hold in trust as provided in
Section 2.05) money sufficient to pay the 
<PAGE>
 
Redemption Price of and accrued interest on all Notes to be redeemed on that
date other than Notes or portions thereof called for redemption on that date
that have been delivered by the Company to the Trustee for cancellation.

     SECTION 3.07.  Payment of Notes Called for Redemption.  If notice of
                    --------------------------------------               
redemption has been given in the manner provided above, the Notes or portion of
Notes specified in such notice to be redeemed shall become due and payable on
the Redemption Date at the Redemption Price stated therein, together with
accrued interest to such Redemption Date, and on and after such date (unless the
Company shall default in the payment of such Notes at the Redemption Price and
accrued interest to the Redemption Date, in which case the principal, until
paid, shall bear interest from the Redemption Date at the rate prescribed in the
Notes), such Notes shall cease to accrue interest.  Upon surrender of any Note
for redemption in accordance with a notice of redemption, such Note shall be
paid and redeemed by the Company at the Redemption Price, together with accrued
interest, if any, to the Redemption Date; provided that installments of interest
whose Stated Maturity is on or prior to the Redemption Date shall be payable to
the Holders registered as such at the close of business on the relevant Regular
Record Date.

     SECTION 3.08.  Notes Redeemed in Part.  Upon surrender of any Note that is
                    ----------------------                                     
redeemed in part, the Company shall execute and the Trustee shall authenticate
and deliver to the Holder without service charge, a new Note equal in principal
amount to the unredeemed portion of such surrendered Note.


                                 ARTICLE FOUR
                                   COVENANTS
 
     SECTION 4.01.  Payment of Notes.  The Company shall pay the principal of,
                    ----------------                                          
premium, if any, and interest on the Notes on the dates and in the manner
provided in the Notes and this Indenture.  An installment of principal, premium,
if any, or interest shall be considered paid on the date due if the Trustee or
Paying Agent (other than the Company, a Subsidiary of the Company, or any
Affiliate of any of them) holds on that date money designated for and sufficient
to pay the installment.  If the Company or any Subsidiary of the Company or any
Affiliate of any of them acts as Paying Agent, an installment of principal,
premium, if any, or interest shall be considered paid on the due date if the
entity acting as Paying Agent complies with the last sentence of Section 2.05.
As provided in Section 6.09, upon any bankruptcy or reorganization procedure
relative to the Company, the Trustee shall serve as the Paying Agent, if any,
for the Notes.

     The Company shall pay interest on overdue principal and premium, if any,
and interest on overdue installments of interest, to the extent lawful, at the
rate per annum specified in the Notes.

     SECTION 4.02.  Maintenance of Office or Agency.  The Company shall maintain
                    -------------------------------                             
in the Borough of Manhattan, The City of New York and, in the event the Notes
are listed on the 
<PAGE>
 
Luxembourg Stock Exchange, in Luxembourg, an office or agency where Notes may be
surrendered for registration of transfer or exchange or for presentation for
payment and where notices and demands to or upon the Company in respect of the
Notes and this Indenture may be served. The Company will give prompt written
notice to the Trustee of the location, and any change in the location, of such
office or agency. If at any time the Company shall fail to maintain any such
required office or agency or shall fail to furnish the Trustee with the address
thereof, such presentations, surrenders, notices and demands may be made or
served at the address of the Trustee set forth in Section 11.02.

     The Company may also from time to time designate one or more other offices
or agencies where the Notes may be presented or surrendered for any or all such
purposes and may from time to time rescind such designations; provided that no
such designation or rescission shall in any manner relieve the Company of its
obligation to maintain an office or agency in the Borough of Manhattan, The City
of New York and, in the event the Notes are listed on the Luxembourg Stock
Exchange, in Luxembourg, for such purposes.  The Company shall give prompt
written notice to the Trustee of any such designation or rescission and of any
change in the location of any such other office or agency.

     The Company hereby initially designates the Corporate Trust Office of the
Trustee as such office of the Company in accordance with Section 2.04.

     SECTION 4.03.  Limitation on Indebtedness.  (a)  The Company shall not, and
                    --------------------------                                  
shall not permit any of its Restricted Subsidiaries to, Incur any Indebtedness
(other than the Notes and Indebtedness existing on the Closing Date); provided
that the Company or any Guarantor may Incur Indebtedness if, after giving effect
to the Incurrence of such Indebtedness and the receipt and application of the
proceeds therefrom, the Interest Coverage Ratio would be greater than 2.0:1.

     Notwithstanding the foregoing, the Company and any Restricted Subsidiary
(except as specified below) may Incur each and all of the following:

          (i)  Indebtedness of the Company or any Guarantor outstanding at any
     time in an aggregate principal amount (together with refinancings thereof)
     not to exceed the greater of (x) $70 million, less any amount of such
     Indebtedness permanently repaid as provided under Section 4.11, and (y) the
     sum of 80% of the book value of the accounts receivable due within one year
     and 50% of the inventory of the Company and the Restricted Subsidiaries
     calculated on a consolidated basis in accordance with GAAP;

          (ii) Indebtedness owed (A) to the Company evidenced by an
     unsubordinated promissory note or (B) to any Restricted Subsidiary;
     provided that any event which results in any such Restricted Subsidiary
     ceasing to be a Restricted Subsidiary or any subsequent transfer of such
     Indebtedness (other than to the Company or another Restricted 
<PAGE>
 
     Subsidiary) shall be deemed, in each case, to constitute an Incurrence of
     such Indebtedness not permitted by this clause (ii);

          (iii)  Indebtedness issued in exchange for, or the net proceeds of
     which are used to refinance or refund, then outstanding Indebtedness and
     any refinancings thereof in an amount not to exceed the amount so
     refinanced or refunded (plus premiums, accrued interest, fees and
     expenses); provided that Indebtedness the proceeds of which are used to
     refinance or refund the Notes or Indebtedness that is pari passu with, or
     subordinated in right of payment to, the Notes or any Note Guarantees shall
     only be permitted under this clause (iii) if (A) in case the Notes are
     refinanced in part or the Indebtedness to be refinanced is pari passu with
     the Notes or any Note Guarantees, such new Indebtedness, by its terms or by
     the terms of any agreement or instrument pursuant to which such new
     Indebtedness is outstanding, is expressly made pari passu with, or
     subordinate in right of payment to, the remaining Notes or such Note
     Guarantees, (B) in case the Indebtedness to be refinanced is subordinated
     in right of payment to the Notes or any Note Guarantees, such new
     Indebtedness, by its terms or by the terms of any agreement or instrument
     pursuant to which such new Indebtedness is issued or remains outstanding,
     is expressly made subordinate in right of payment to the Notes or such Note
     Guarantees at least to the extent that the Indebtedness to be refinanced is
     subordinated to the Notes or such Note Guarantees and (C) such new
     Indebtedness, determined as of the date of Incurrence of such new
     Indebtedness, does not mature prior to the Stated Maturity of the
     Indebtedness to be refinanced or refunded, and the Average Life of such new
     Indebtedness is at least equal to the remaining Average Life of the
     Indebtedness to be refinanced or refunded; and provided further that in no
     event may Indebtedness of the Company or any Guarantor be refinanced by
     means of any Indebtedness of any Restricted Subsidiary that is not a
     Guarantor pursuant to this clause (iii);

          (iv)   Indebtedness (A) in respect of performance, surety or appeal
     bonds provided in the ordinary course of business, (B) under Currency
     Agreements and Interest Rate Agreements; provided that such agreements (a)
     are designed solely to protect the Company or its Restricted Subsidiaries
     against fluctuations in foreign currency exchange rates or interest rates
     and (b) do not increase the Indebtedness of the obligor outstanding at any
     time other than as a result of fluctuations in foreign currency exchange
     rates or interest rates or by reason of fees, indemnities and compensation
     payable thereunder; and (C) arising from agreements providing for
     indemnification, adjustment of purchase price or similar obligations, or
     from Guarantees or letters of credit, surety bonds or performance bonds
     securing any obligations of the Company or any of its Restricted
     Subsidiaries pursuant to such agreements, in any case Incurred in
     connection with the disposition of any business, assets or Restricted
     Subsidiary (other than Guarantees of Indebtedness Incurred by any Person
     acquiring all or any portion of such business, assets or Restricted
     Subsidiary for the purpose of financing such acquisition), in a principal
<PAGE>
 
     amount not to exceed the gross proceeds actually received by the Company or
     any Restricted Subsidiary in connection with such disposition;

          (v)    Indebtedness of the Company, to the extent the net proceeds
     thereof are promptly (A) used to purchase Notes tendered in an Offer to
     Purchase made as a result of a Change of Control or (B) deposited to
     defease the Notes as described under Section 8.02 and Section 8.03;

          (vi)   Guarantees of the Notes and Guarantees of Indebtedness of the
     Company or any Guarantor by any Restricted Subsidiary provided the
     Guarantee of such Indebtedness is permitted by and made in accordance with
     Section 4.07;

          (vii)  Indebtedness under the Panini Notes and the Excess
     Administration Expense Claims Note;

          (viii) Indebtedness Incurred by the Company or any Guarantor in an
     aggregate amount outstanding at any time (including refinancings thereof)
     not to exceed $20 million to finance the cost of an acquisition of (A) any
     Person (other than the Company and its Restricted Subsidiaries) whereby
     such Person will be merged into or consolidated with the Company or any of
     its Restricted Subsidiaries; provided that such Person's primary business
     is related, ancillary or complementary to the business of the Company and
     its Restricted Subsidiaries or (B) the property or assets of any Person
     (other than the Company and its Restricted Subsidiaries); provided that
     such property or assets are related, ancillary or complementary to the
     business of the Company and its Restricted Subsidiaries;

          (ix)   Indebtedness Incurred by the Company or any Guarantor to
     finance the cost of acquiring equipment, inventory or other assets (both
     tangible and intangible) used or useful in the business of the Company and
     its Restricted Subsidiaries in an aggregate amount outstanding at any time
     (including refinancings thereof) not to exceed $5 million; and

          (x)    Indebtedness of the Company or any Guarantor (in addition to
     Indebtedness permitted under clauses (i) through (ix) above) in an
     aggregate principal amount outstanding at any time (together with
     refinancings thereof) not to exceed $15 million, less any amount of such
     Indebtedness permanently repaid as provided under Section 4.11.

     (b)  Notwithstanding any other provision of this Section 4.03, the maximum
amount of Indebtedness that the Company or a Restricted Subsidiary may Incur
pursuant to this Section 4.03 shall not be deemed to be exceeded, with respect
to any outstanding Indebtedness due solely to the result of fluctuations in the
exchange rates of currencies.
<PAGE>
 
     (c)  For purposes of determining any particular amount of Indebtedness
under this Section 4.03, (1) Guarantees, Liens or obligations with respect to
letters of credit supporting Indebtedness otherwise included in the
determination of such particular amount shall not be included and (2) any Liens
granted pursuant to the equal and ratable provisions referred to in Section 4.09
shall not be treated as Indebtedness. For purposes of determining compliance
with this Section, in the event that an item of Indebtedness meets the criteria
of more than one of the types of Indebtedness described in the above clauses,
the Company, in its sole discretion, shall classify, and from time to time may
reclassify, such item of Indebtedness and only be required to include the amount
and type of such Indebtedness in one of such clauses (but may allocate portions
of such Indebtedness between or among such clauses).

     SECTION 4.04.  Limitation on Restricted Payments.  The Company shall not,
                    ---------------------------------                         
and shall not permit any Restricted Subsidiary to, directly or indirectly, (i)
declare or pay any dividend or make any distribution on or with respect to its
Capital Stock (other than (x) dividends or distributions payable solely in
shares of its Capital Stock (other than Disqualified Stock) or in options,
warrants or other rights to acquire shares of such Capital Stock and (y) pro
rata dividends or distributions on Common Stock of Restricted Subsidiaries held
by minority stockholders) held by Persons other than the Company or any of its
Restricted Subsidiaries, (ii) purchase, redeem, retire or otherwise acquire for
value any shares of Capital Stock of (A) the Company or an Unrestricted
Subsidiary (including options, warrants or other rights to acquire such shares
of Capital Stock) held by any Person or (B) a Restricted Subsidiary (including
options, warrants or other rights to acquire such shares of Capital Stock) held
by any Affiliate of the Company (other than a Wholly Owned Restricted
Subsidiary) or any holder (or any Affiliate of such holder) of 5% or more of the
Capital Stock of the Company, (iii) make any voluntary or optional principal
payment, or voluntary or optional redemption, repurchase, defeasance, or other
acquisition or retirement for value, of Indebtedness of the Company that is
subordinated in right of payment to the Notes or (iv) make any Investment, other
than a Permitted Investment and Investments outstanding on the Closing Date, in
any Person (such payments or any other actions described in clauses (i) through
(iv) above being collectively "Restricted Payments") if, at the time of, and
                               -------------------                          
after giving effect to, the proposed Restricted Payment:

          (A)  a Default or Event of Default shall have occurred and be
     continuing,

          (B)  the Company could not Incur at least $1.00 of Indebtedness under
     the first paragraph of part (a) of Section 4.03 or

          (C)  the aggregate amount of all Restricted Payments (the amount, if
     other than in cash, to be determined in good faith by the Board of
     Directors, whose determination shall be conclusive and evidenced by a Board
     Resolution) made after the Closing Date shall exceed the sum of
<PAGE>
 
               (1) 50% of the aggregate amount of the Adjusted Consolidated Net
          Income (or, if the Adjusted Consolidated Net Income is a loss, minus
          100% of the amount of such loss) (determined by excluding income
          resulting from transfers of assets by the Company or a Restricted
          Subsidiary to an Unrestricted Subsidiary) accrued on a cumulative
          basis during the period (taken as one accounting period) beginning on
          the first day of the fiscal quarter immediately following the Closing
          Date and ending on the last day of the last fiscal quarter preceding
          the Transaction Date for which reports have been filed with the
          Commission or provided to the Trustee plus

               (2) the aggregate Net Cash Proceeds received by the Company after
          the Closing Date from the issuance and sale permitted by this
          Indenture of its Capital Stock (other than Disqualified Stock) to a
          Person who is not a Subsidiary of the Company, including an issuance
          or sale permitted by this Indenture of Indebtedness of the Company for
          cash subsequent to the Closing Date upon the conversion of such
          Indebtedness into Capital Stock (other than Disqualified Stock) of the
          Company, or from the issuance to a Person who is not a Subsidiary of
          the Company of any options, warrants or other rights to acquire
          Capital Stock of the Company (in each case, exclusive of any
          Disqualified Stock or any options, warrants or other rights that are
          redeemable at the option of the holder, or are required to be
          redeemed, prior to the Stated Maturity of the Notes) plus

               (3) an amount equal to the net reduction in Investments (other
          than reductions in Permitted Investments and Investments outstanding
          on the Closing Date) in any Person resulting from payments of interest
          on Indebtedness, dividends, repayments of loans or advances, or other
          transfers of assets, in each case to the Company or any Restricted
          Subsidiary or from the Net Cash Proceeds from the sale of any such
          Investment (except, in each case, to the extent any such payment or
          proceeds are included in the calculation of Adjusted Consolidated Net
          Income), or from redesignations of Unrestricted Subsidiaries as
          Restricted Subsidiaries (valued in each case as provided in the
          definition of "Investments"), not to exceed, in each case, the amount
                         -----------                                           
          of Investments previously made by the Company or any Restricted
          Subsidiary in such Person or Unrestricted Subsidiary.

     The foregoing provision shall not be violated by reason of:

          (i)  the payment of any dividend within 60 days after the date of
     declaration thereof if, at said date of declaration, such payment would
     comply with the foregoing paragraph;

          (ii) the redemption, repurchase, defeasance or other acquisition or
     retirement for value of Indebtedness that is subordinated in right of
     payment to the Notes including 
<PAGE>
 
     premium, if any, and accrued and unpaid interest, with the proceeds of, or
     in exchange for, Indebtedness Incurred under clause (iii) of the second
     paragraph of part (a) of Section 4.03;

          (iii)  the repurchase, redemption or other acquisition of Capital
     Stock of the Company or an Unrestricted Subsidiary (or options, warrants or
     other rights to acquire such Capital Stock) in exchange for, or out of the
     proceeds of a substantially concurrent offering of, shares of Capital Stock
     (other than Disqualified Stock) of the Company (or options, warrants or
     other rights to acquire such Capital Stock);

          (iv)   the making of any principal payment or the repurchase,
     redemption, retirement, defeasance or other acquisition for value of
     Indebtedness of the Company which is subordinated in right of payment to
     the Notes in exchange for, or out of the proceeds of, a substantially
     concurrent offering of, shares of the Capital Stock (other than
     Disqualified Stock) of the Company (or options, warrants or other rights to
     acquire such Capital Stock);

          (v)    payments or distributions, to dissenting stockholders pursuant
     to applicable law, pursuant to or in connection with a consolidation,
     merger or transfer of assets that complies with the provisions of this
     Indenture applicable to mergers, consolidations and transfers of all or
     substantially all of the property and assets of the Company;

          (vi)   Investments acquired in exchange for, or out of the proceeds of
     a substantially concurrent offering of, Capital Stock (other than
     Disqualified Stock) of the Company;

          (vii)  the declaration or payment of dividends on the Capital Stock
     (other than Disqualified Stock) of the Company in an aggregate annual
     amount not to exceed 6% of the Net Cash Proceeds received by the Company
     after the Closing Date from the sale of such Capital Stock;

          (viii) the purchase, redemption, acquisition, cancellation or other
     retirement for value of shares of Capital Stock of the Company held by
     officers, directors or employees or former officers, directors or employees
     (or other transferees, estates or beneficiaries under their estates), upon
     death, disability, retirement, severance or termination of employment or
     service pursuant to any agreement under which such shares of Capital Stock
     or related rights were issued; provided that the aggregate consideration
     paid for such purchase, redemption, acquisition, cancellation or other
     retirement of such shares of Capital Stock after the Closing Date does not
     exceed (x) $1 million in any calendar year (with unused amounts in any
     calendar year being carried over to succeeding calendar years) or (y) $3.5
     million in the aggregate after the Closing Date;
<PAGE>
 
          (ix)   payments of cash in lieu of the issuance of fractional shares
     upon the exercise of warrants or upon the conversion or exchange of, or
     issuance of Capital Stock in lieu of cash dividends on, any Capital Stock
     of the Company, which in the aggregate do not exceed $2 million;

          (x)    any Investment in any Person the primary business of which is
     related, ancillary or complementary to the business of the Company and its
     Restricted Subsidiaries on the date of such Investment; provided that the
     aggregate amount of Investments made pursuant to this clause (x) does not
     exceed the sum of $10 million, plus the net reduction in Investments made
     pursuant to this clause (x) resulting from distributions on or repayments
     of such Investments or from the Net Cash Proceeds from the sale or other
     disposition of any such Investment (except in each case to the extent of
     any gain on such sale or other disposition that would be included in the
     calculation of Adjusted Consolidated Net Income for purposes of clause
     (C)(1) above) or from such Person becoming a Restricted Subsidiary (valued
     in each case as provided in the definition of "Investments"); provided that
                                                    -----------                 
     the net reduction in any Investment shall not exceed the amount of such
     Investment;

          (xi)   loans or advances to Foreign Subsidiaries to pay invoices from
     suppliers in an aggregate amount not to exceed $5 million outstanding at
     any one time; or

          (xii)  other Restricted Payments in an aggregate amount not to exceed
     $5 million plus the net reduction in Investments made pursuant to this
     clause (xii) resulting from distributions on or repayments of such
     Investments or from the Net Cash Proceeds from the sale or other
     disposition of any such Investment (except in each case to the extent of
     any gain on such sale or disposition that would be included in the
     calculation of Adjusted Consolidated Net Income for purposes of clause
     (C)(1) of the first paragraph of this Section 4.04) or from such Person
     becoming a Restricted Subsidiary (valued in each case as provided in the
     definition of "Investments"), provided that the net reduction in any
                    -----------                                          
     Investment shall not exceed the amount of such Investment;

provided that, except in the case of clauses (i) and (iii), no Default or Event
of Default shall have occurred and be continuing or occur as a consequence of
the actions or payments set forth therein.

     Each Restricted Payment permitted pursuant to the preceding paragraph
(other than the Restricted Payment referred to in clause (ii) thereof, an
exchange of Capital Stock for Capital Stock or Indebtedness referred to in
clause (iii) or (iv) thereof and an Investment acquired in exchange for Capital
Stock referred to in clause (vi) thereof), and the Net Cash Proceeds from any
issuance of Capital Stock referred to in clauses (iii) and (iv), shall be
included in calculating whether the conditions of clause (C) of the first
paragraph of this Section 4.04 have been met with respect to any subsequent
Restricted Payments.  In the event the proceeds of an issuance of Capital Stock
of the Company are used for the redemption, repurchase or other acquisition of
the Notes, 
<PAGE>
 
or Indebtedness that is pari passu with the Notes, then the Net Cash Proceeds of
such issuance shall be included in clause (C) of the first paragraph of this
Section 4.04 only to the extent such proceeds are not used for such redemption,
repurchase or other acquisition of Indebtedness. For purposes of determining
compliance with this Section, in the event that a transaction meets the criteria
of more than one of the types of Restricted Payments described in the clauses of
the immediately preceding paragraph or any clause of the definition of
"Restricted Payment," the Company, in its sole discretion, shall classify such
transaction and only be required to include the amount and type of such
transaction on one of such clauses (but may allocate such amount between or
among such clauses).

     SECTION 4.05.  Limitation on Dividend and Other Payment Restrictions
                    -----------------------------------------------------
Affecting Restricted Subsidiaries.  The Company shall not, and shall not permit
---------------------------------                                              
any Restricted Subsidiary to, create or otherwise cause or suffer to exist or
become effective any consensual encumbrance or restriction of any kind on the
ability of any Restricted Subsidiary to (i) pay dividends or make any other
distributions permitted by applicable law on any Capital Stock of such
Restricted Subsidiary owned by the Company or any other Restricted Subsidiary,
(ii) pay any Indebtedness owed to the Company or any other Restricted
Subsidiary, (iii) make loans or advances to the Company or any other Restricted
Subsidiary or (iv) transfer any of its property or assets to the Company or any
other Restricted Subsidiary.

     The foregoing provisions shall not restrict any encumbrances or
restrictions:

          (i)    existing on the Closing Date in this Indenture or any other
     agreements in effect on the Closing Date, and any extensions, refinancings,
     renewals or replacements of such agreements; provided that the encumbrances
     and restrictions in any such extensions, refinancings, renewals or
     replacements are no less favorable in any material respect to the Holders
     than those encumbrances or restrictions that are then in effect and that
     are being extended, refinanced, renewed or replaced;

          (ii)   existing under or by reason of applicable law;

          (iii)  existing with respect to any Person or the property or assets
     of such Person acquired by the Company or any Restricted Subsidiary,
     existing at the time of such acquisition and not incurred in contemplation
     thereof, which encumbrances or restrictions are not applicable to any
     Person or the property or assets of any Person other than such Person or
     the property or assets of such Person so acquired;

          (iv)   in the case of clause (iv) of the first paragraph of this
     Section 4.05, (A) that restrict in a customary manner the subletting,
     assignment or transfer of any property or asset that is a lease, license,
     conveyance or contract or similar property or asset, (B) existing by virtue
     of any transfer of, agreement to transfer, option or right with respect to,
     or Lien on, any property or assets of the Company or any Restricted
     Subsidiary not 
<PAGE>
 
     otherwise prohibited by this Indenture or (C) arising or agreed to in the
     ordinary course of business, not relating to any Indebtedness, and that do
     not, individually or in the aggregate, detract from the value of property
     or assets of the Company or any Restricted Subsidiary in any manner
     material to the Company or any Restricted Subsidiary;

          (v)    with respect to a Restricted Subsidiary and imposed pursuant to
     an agreement that has been entered into for the sale or disposition of all
     or substantially all of the Capital Stock of, or property and assets of,
     such Restricted Subsidiary; or

          (vi)   with respect to a Guarantor, contained in the terms of any
     Indebtedness or any agreement pursuant to which such Indebtedness was
     issued if (A) the encumbrance or restriction is not materially more
     disadvantageous to the Holders of the Notes than is customary in comparable
     financings (as determined in good faith by the Company) and (B) the Company
     determines that any such encumbrance or restriction will not materially
     affect the Company's ability to make principal or interest payments on the
     Notes.

     Nothing contained in this Section 4.05 shall prevent the Company or any
Restricted Subsidiary from (1) creating, incurring, assuming or suffering to
exist any Liens otherwise permitted in Section 4.09 or (2) restricting the sale
or other disposition of property or assets of the Company or any of its
Restricted Subsidiaries that secure Indebtedness of the Company or any of its
Restricted Subsidiaries.

     SECTION 4.06.  Limitation on the Issuance and Sale of Capital Stock of
                    -------------------------------------------------------
Restricted Subsidiaries.  The Company shall not sell, and shall not permit any
-----------------------                                                       
Restricted Subsidiary, directly or indirectly, to issue or sell, any shares of
Capital Stock of a Restricted Subsidiary (including options, warrants or other
rights to purchase shares of such Capital Stock) except:

          (i)    to the Company or a Wholly Owned Restricted Subsidiary;

          (ii)   issuances of director's qualifying shares or sales to foreign
     nationals of shares of Capital Stock of foreign Restricted Subsidiaries, to
     the extent required by applicable law;

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

          (iv)   issuances or sales of Common Stock of a Restricted Subsidiary;
     provided that the Company or such Restricted Subsidiary applies the Net
     Cash Proceeds, if any, of such sale in accordance with clause (A) or (B) of
     Section 4.11.
<PAGE>
 
     SECTION 4.07.  Limitation on Issuances of Guarantees by Restricted
                    ---------------------------------------------------
Subsidiaries.  The Company shall not permit any Restricted Subsidiary that is
------------                                                                 
not a Guarantor, directly or indirectly, to Guarantee any Indebtedness of the
Company or any Guarantor which is pari passu with or subordinate in right of
payment to the Notes or Note Guarantees ("Guaranteed Indebtedness"), unless (i)
                                          -----------------------              
such Restricted Subsidiary simultaneously executes and delivers a supplemental
indenture to this Indenture providing for a Guarantee (a "Subsidiary Guarantee")
                                                          --------------------  
of payment of the Notes by such Restricted Subsidiary and (ii) such Restricted
Subsidiary waives and will not in any manner whatsoever claim or take the
benefit or advantage of, any rights of reimbursement, indemnity or subrogation
or any other rights against the Company or any other Restricted Subsidiary as a
result of any payment by such Restricted Subsidiary under its Subsidiary
Guarantee; provided that this paragraph shall not be applicable to any Guarantee
of any Restricted Subsidiary that existed at the time such Person became a
Restricted Subsidiary and was not Incurred in connection with, or in
contemplation of, such Person becoming a Restricted Subsidiary.  If the
Guaranteed Indebtedness is (A) pari passu with the Notes or Note Guarantees,
then the Guarantee of such Guaranteed Indebtedness shall be pari passu with, or
subordinated to, the Subsidiary Guarantee or (B) subordinated to the Notes or
Note Guarantees, then the Guarantee of such Guaranteed Indebtedness shall be
subordinated to the Subsidiary Guarantee at least to the extent that the
Guaranteed Indebtedness is subordinated to the Notes or Note Guarantees.

     Notwithstanding the foregoing, any Subsidiary Guarantee by a Restricted
Subsidiary may provide by its terms that it shall be automatically and
unconditionally released and discharged upon (i) any sale, exchange or transfer,
to any Person not an Affiliate of the Company, of all of the Company's and each
Restricted Subsidiary's Capital Stock in, or all or substantially all the assets
of, such Restricted Subsidiary (which sale, exchange or transfer is not
prohibited by this Indenture) or (ii) the release or discharge of the Guarantee
which resulted in the creation of such Subsidiary Guarantee, except a discharge
or release by or as a result of payment under such Guarantee.

     SECTION 4.08.  Limitation on Transactions with Stockholders and Affiliates.
                    -----------------------------------------------------------
The Company shall not, and shall not permit any Restricted Subsidiary to,
directly or indirectly, enter into, renew or extend any transaction (including,
without limitation, the purchase, sale, lease or exchange of property or assets,
or the rendering of any service) with any holder (or any Affiliate of such
holder) of 10% or more of any class of Capital Stock of the Company or with any
Affiliate of the Company or any Restricted Subsidiary, except upon fair and
reasonable terms no less favorable to the Company or such Restricted Subsidiary
than could be obtained, at the time of such transaction or, if such transaction
is pursuant to a written agreement, at the time of the execution of the
agreement providing therefor, in a comparable arm's-length transaction with a
Person that is not such a holder or an Affiliate.

     The foregoing limitation does not limit, and shall not apply to:
<PAGE>
 
          (i)    transactions (A) approved by a majority of the disinterested
     members of the Board of Directors or (B) for which the Company or a
     Restricted Subsidiary delivers to the Trustee a written opinion of an
     Independent Financial Advisor stating that the transaction is fair to the
     Company or such Restricted Subsidiary from a financial point of view;

          (ii)   any transaction solely between the Company and any of its
     Wholly Owned Restricted Subsidiaries or solely between Wholly Owned
     Restricted Subsidiaries;

          (iii)  reasonable director, officer and employee compensation and
     other benefits, and indemnification arrangements entered into by the
     Company or any of its Restricted Subsidiaries in the ordinary course of
     business and consistent with past practices of the Company or such
     Restricted Subsidiary;

          (iv)   any payments or other transactions pursuant to any tax-sharing
     agreement between the Company and any other Person with which the Company
     files a consolidated tax return or with which the Company is part of a
     consolidated group for tax purposes;

          (v)    any issuance or sale of shares of Capital Stock (other than
     Disqualified Stock) of the Company or options, warrants or other rights to
     acquire such shares of Capital Stock;

          (vi)   any Restricted Payments not prohibited by Section 4.04;

          (vii)  any transaction between the Company or any Restricted
     Subsidiary and any qualified employee stock ownership program established
     for the benefit of the Company's employees and approved by the Board of
     Directors, or the establishment or maintenance of any such plan;

          (viii) transactions pursuant to and in accordance with (1) the
     agreement, dated as of January 1, 1998, between the Company and Tangible
     Media, Inc.; provided that such transactions are on an arm's length basis
     and in the ordinary course of business, (2) the Employment Agreement, dated
     as of September 30, 1998, between the Company and Avi Arad, (3) the Master
     Licensing Agreement, dated April 30, 1993, as amended, between the Company
     and Avi Arad & Associates, (4) the Cost Sharing Agreement, dated as of
     January 1, 1998, between the Company and Tangible Media, Inc., as in effect
     on the Closing Date, (5) the Stockholders Agreement, (6) the Existing
     Registration Rights Agreements, (7) the Panini Indemnity and (8) the Excess
     Administration Expense Claims Note;

          (ix)   the establishment of, and borrowings and repayments under,
     working capital facilities provided by one or more stockholders of the
     Company pursuant to commitments in effect on the Closing Date and any
     amendment, termination or refinancing of such 
<PAGE>
 
     working capital facilities approved by a majority of the disinterested
     members of the Board of Directors;

          (x)    any transaction contemplated by the Plan between the Company
     and the Avoidance Litigation Trust; and

          (xi)   the payment of fees to Morgan Stanley & Co. Incorporated or its
     Affiliates for financial, advisory, consulting or investment banking
     services that the Board of Directors deems advisable or appropriate
     (including, without limitation, the payment of any underwriting discounts
     or commissions or placement agency fees in connection with the issuance and
     sale of securities).

     Notwithstanding the foregoing, any transaction or series of related
transactions covered by the first paragraph of this Section 4.08 and not covered
by clauses (ii) through (xi) of this paragraph, (a) the aggregate amount of
which exceeds $1 million in value, must be approved or determined to be fair in
the manner provided for in clause (i)(A) or (B) of this Section 4.08 and (b) the
aggregate amount of which exceeds $5 million in value, must be determined to be
fair in the manner provided for in clause (i)(B) of this Section 4.08.

     SECTION 4.09.  Limitation on Liens.  The Company shall not, and shall not
                    -------------------                                       
permit any Restricted Subsidiary to, create, incur, assume or suffer to exist
any Lien on any of its assets or properties of any character, or any shares of
Capital Stock or Indebtedness of any Restricted Subsidiary, without making
effective provision for all of the Notes and all other amounts due under this
Indenture to be directly secured equally and ratably with (or, if the obligation
or liability to be secured by such Lien is subordinated in right of payment to
the Notes, prior to) the obligation or liability secured by such Lien.

     The foregoing limitation does not apply to:

          (i)    Liens existing on the Closing Date;

          (ii)   Liens granted after the Closing Date on any assets or Capital
     Stock of the Company or its Restricted Subsidiaries created in favor of the
     Holders;

          (iii)  Liens with respect to the assets of a Restricted Subsidiary
     granted by such Restricted Subsidiary to the Company or a Wholly Owned
     Restricted Subsidiary to secure Indebtedness owing to the Company or such
     other Restricted Subsidiary;

          (iv)   Liens securing Indebtedness which is Incurred to refinance
     secured Indebtedness which is permitted to be Incurred under clause (iii)
     of the second paragraph of Section 4.03; provided that such Liens do not
     extend to or cover any property or assets of the Company or any Restricted
     Subsidiary other than the property or assets securing the Indebtedness
     being refinanced;
<PAGE>
 
          (v)    Liens securing Indebtedness Incurred under clause (i) of the
     second paragraph of Section 4.03;

          (vi)   Liens on and pledges of the Capital Stock of an Unrestricted
     Subsidiary securing indebtedness of such Unrestricted Subsidiary;

          (vii)  Liens securing letters of credit entered into in the ordinary
     course of business and consistent with past business practice; or

          (viii) Permitted Liens.

     SECTION 4.10.  Limitation on Sale-Leaseback Transactions.  The Company
                    -----------------------------------------              
shall not, and shall not permit any Restricted Subsidiary to, enter into any
Sale-Leaseback Transaction.

     The foregoing restriction does not apply to any Sale-Leaseback Transaction
if (i) the lease is for a period, including renewal rights, of not in excess of
three years; (ii) the lease secures or relates to industrial revenue or
pollution control bonds; (iii) the transaction is solely between the Company and
any Wholly Owned Restricted Subsidiary or solely between Wholly Owned Restricted
Subsidiaries; or (iv) the Company or such Restricted Subsidiary, within 12
months after the sale or transfer of any assets or properties is completed,
applies an amount not less than the net proceeds received from such sale in
accordance with clause (A) or (B) of clause (i) of the second paragraph of
Section 4.11.

     SECTION 4.11.  Limitation on Asset Sales.  The Company shall not, and shall
                    -------------------------                                   
not permit any Restricted Subsidiary to, consummate any Asset Sale, unless (i)
the consideration received by the Company or such Restricted Subsidiary is at
least equal to the fair market value of the assets sold or disposed of and (ii)
at least 75% of the consideration received consists of cash or Temporary Cash
Investments or the assumption of Indebtedness of the Company or any Restricted
Subsidiary (other than Indebtedness to the Company or any Restricted
Subsidiary), provided  that the Company or such Restricted Subsidiary is
irrevocably and unconditionally released from all liability under such
Indebtedness.

     In the event and to the extent that the Net Cash Proceeds received by the
Company or any of its Restricted Subsidiaries from one or more Asset Sales
occurring on or after the Closing Date in any period of 12 consecutive months
exceed 10% of Adjusted Consolidated Net Tangible Assets (determined as of the
date closest to the commencement of such 12-month period for which a
consolidated balance sheet of the Company and its Subsidiaries has been filed
with the Commission or provided to the Trustee), then the Company shall or shall
cause the relevant Restricted Subsidiary to:
<PAGE>
 
          (i)  within twelve months after the date Net Cash Proceeds so received
     exceed 10% of Adjusted Consolidated Net Tangible Assets

               (A) apply an amount equal to such excess Net Cash Proceeds to
          permanently repay unsubordinated Indebtedness of the Company or any
          Guarantor or Indebtedness of any other Restricted Subsidiary, in each
          case owing to a Person other than the Company or any of its Restricted
          Subsidiaries or

               (B) invest an equal amount, or the amount not so applied pursuant
          to clause (A) (or enter into a definitive agreement committing to so
          invest within 12 months after the date of such agreement), in property
          or assets (other than current assets) of a nature or type or that are
          used in a business (or in a company having property and assets of a
          nature or type, or engaged in a business) similar or related to the
          nature or type of the property and assets of, or the business of, the
          Company and its Restricted Subsidiaries existing on the date of such
          investment and

          (ii) apply (no later than the end of the 12-month period referred to
     in clause (i)) such excess Net Cash Proceeds (to the extent not applied
     pursuant to clause (i)) as provided in the following paragraph of this
     Section.

     The amount of such excess Net Cash Proceeds required to be applied (or to
be committed to be applied) during such 12-month period as set forth in clause
(i) of the preceding sentence and not applied as so required by the end of such
period shall constitute "Excess Proceeds."
                         ---------------  

     If, as of the first day of any calendar month, the aggregate amount of
Excess Proceeds not theretofore subject to an Offer to Purchase pursuant to this
Section 4.11 totals at least $5 million, the Company must commence, not later
than the fifteenth Business Day of such month, and consummate an Offer to
Purchase from the Holders (and if required by the terms of any Indebtedness that
is pari passu with the Notes ("Pari Passu Indebtedness"), from the holders of
                               -----------------------                       
such Pari Passu Indebtedness) on a pro rata basis an aggregate principal amount
of Notes (and Pari Passu Indebtedness) equal to the Excess Proceeds on such
date, at a purchase price equal to 100% of the principal amount thereof, plus,
in each case, accrued interest (if any) to the Payment Date.

     For purposes of the first paragraph of this Section 4.11, securities
received by the Company or any Restricted Subsidiary in any Asset Sale that are
promptly (but in any event within 60 days after such Asset Sale) converted by
the Company or such Restricted Subsidiary into cash, shall be deemed to be cash.

     SECTION 4.12.  Repurchase of Notes upon a Change of Control. The Company
                    --------------------------------------------             
must commence, within 30 days of the occurrence of a Change of Control, and
consummate an Offer to Purchase for all Notes then outstanding, at a purchase
price equal to 101% of the principal amount thereof, plus accrued interest (if
any) to the Payment Date.  The Company will not be 
<PAGE>
 
required to make an Offer to Purchase pursuant to this Section 4.12 if a third
party makes an Offer to Purchase in compliance with this Section and repurchases
all Notes validly tendered and not withdrawn under such Offer to Purchase.

     SECTION 4.13.  Existence.  Subject to Articles Four and Five of this
                    ---------                                            
Indenture, the Company shall do or cause to be done all things necessary to
preserve and keep in full force and effect its existence and the existence of
each of its Restricted Subsidiaries in accordance with the respective
organizational documents of the Company and each Restricted Subsidiary and the
rights (whether pursuant to charter, partnership certificate, agreement, statute
or otherwise), licenses and franchises of the Company and each Restricted
Subsidiary; provided that the Company shall not be required to preserve any such
right, license or franchise, or the existence of any Restricted Subsidiary, if
the maintenance or preservation thereof is no longer desirable in the conduct of
the business of the Company and its Restricted Subsidiaries taken as a whole.

     SECTION 4.14.  Payment of Taxes and Other Claims.  The Company shall pay or
                    ---------------------------------                           
discharge and shall cause each of its Subsidiaries to pay or discharge, or cause
to be paid or discharged, before the same shall become delinquent (i) all
material taxes, assessments and governmental charges levied or imposed upon (a)
the Company or any such Subsidiary, (b) the income or profits of any such
Subsidiary which is a corporation or (c) the property of the Company or any such
Subsidiary and (ii) all material lawful claims for labor, materials and supplies
that, if unpaid, might by law become a lien upon the property of the Company or
any such Subsidiary; provided that the Company shall not be required to pay or
discharge, or cause to be paid or discharged, any such tax, assessment, charge
or claim the amount, applicability or validity of which is being contested in
good faith by appropriate proceedings and for which adequate reserves have been
established.

     SECTION 4.15.  Maintenance of Properties and Insurance.  The Company shall
                    ---------------------------------------                    
cause all properties used or useful in the conduct of its business or the
business of any of its Restricted Subsidiaries to be maintained and kept in good
condition, repair and working order and supplied with all necessary equipment
and will cause to be made all necessary repairs, renewals, replacements,
betterments and improvements thereof, all as in the judgment of the Company may
be necessary so that the business carried on in connection therewith may be
properly and advantageously conducted at all times; provided that nothing in
this Section 4.15 shall prevent the Company or any Restricted Subsidiary from
discontinuing the use, operation or maintenance of any of such properties or
disposing of any of them, if such discontinuance or disposal is, in the judgment
of the Company, desirable in the conduct of the business of the Company or such
Restricted Subsidiary.

     The Company will provide or cause to be provided, for itself and its
Restricted Subsidiaries, insurance (including appropriate self-insurance)
against loss or damage of the kinds customarily insured against by corporations
similarly situated and owning like properties, including, but not limited to,
products liability insurance and public liability insurance, with 
<PAGE>
 
reputable insurers or with the government of the United States of America, or an
agency or instrumentality thereof, in such amounts, with such deductibles and by
such methods as shall be customary for corporations similarly situated in the
industry in which the Company or any such Restricted Subsidiary, as the case may
be, is then conducting business.

     SECTION 4.16.  Notice of Defaults.  In the event that any Officer becomes
                    ------------------                                        
aware of any Default or Event of Default, the Company shall promptly deliver to
the Trustee an Officers' Certificate specifying such Default or Event of
Default.

     SECTION 4.17.  Compliance Certificates.  (a)  The Company shall deliver to
                    -----------------------                                    
the Trustee, within 45 days after the end of each fiscal quarter (90 days after
the end of the last fiscal quarter of each year), an Officers' Certificate
stating whether or not the signers know of any Default or Event of Default that
occurred during such fiscal quarter.  In the case of the Officers' Certificate
delivered within 90 days after the end of the Company's fiscal year, such
certificate shall contain a certification from the principal executive officer,
principal financial officer or principal accounting officer of the Company that
a review has been conducted of the activities of the Company and its Restricted
Subsidiaries and the Company's and its Restricted Subsidiaries' performance
under this Indenture and that the Company has complied with all conditions and
covenants under this Indenture.  For purposes of this Section 4.17, such
compliance shall be determined without regard to any period of grace or
requirement of notice provided under this Indenture.  If any of the officers of
the Company signing such certificate has knowledge of such a Default or Event of
Default, the certificate shall describe any such Default or Event of Default and
its status.  The first certificate to be delivered pursuant to this Section
4.17(a) shall be for the first fiscal quarter beginning after the execution of
this Indenture.

     (b) The Company shall deliver to the Trustee, within 90 days after the end
of each fiscal year, beginning with the fiscal year in which this Indenture was
executed, a certificate signed by the Company's independent certified public
accountants stating (i) that their audit examination has included a review of
the terms of this Indenture and the Notes as they relate to accounting matters,
(ii) that they have read the most recent Officers' Certificate delivered to the
Trustee pursuant to paragraph (a) of this Section 4.17 and (iii) whether, in
connection with their audit examination, anything came to their attention that
caused them to believe that the Company was not in compliance with any of the
terms, covenants, provisions or conditions of Article Four and Section 5.01 of
this Indenture as they pertain to accounting matters and, if any Default or
Event of Default has come to their attention, specifying the nature and period
of existence thereof; provided that such independent certified public
accountants shall not be liable in respect of such statement by reason of any
failure to obtain knowledge of any such Default or Event of Default that would
not be disclosed in the course of an audit examination conducted in accordance
with generally accepted auditing standards in effect at the date of such
examination.

     SECTION 4.18.  Commission Reports and Reports to Holders.  Whether or not
                    -----------------------------------------                 
the Company is then required to file reports with the Commission, the Company
shall file with the 
<PAGE>
 

Commission all such reports and other information as it would be required to
file with the Commission by Section 13(a) or 15(d) under the Exchange Act if it
were subject thereto. The Company shall supply the Trustee and each Holder or
shall supply to the Trustee for forwarding to each such Holder, without cost to
such Holder, copies of such reports and other information. The Company also
shall comply with the other provisions of TIA Section 314(a).

     SECTION 4.19.  Waiver of Stay, Extension or Usury Laws.  The Company
                    ---------------------------------------              
covenants (to the extent that it may lawfully do so) that it will not at any
time insist upon, or plead, or in any manner whatsoever claim or take the
benefit or advantage of, any stay or extension law or any usury law or other law
that would prohibit or forgive the Company from paying all or any portion of the
principal of, premium, if any, or interest on the Notes as contemplated herein,
wherever enacted, now or at any time hereafter in force, or that may affect the
covenants or the performance of this Indenture; and (to the extent that it may
lawfully do so) the Company hereby expressly waives all benefit or advantage of
any such law and covenants that it will not hinder, delay or impede the
execution of any power herein granted to the Trustee, but will suffer and permit
the execution of every such power as though no such law had been enacted.

     SECTION 4.20.  Issuance of Subsidiary Guarantees by Restricted
                    -----------------------------------------------
Subsidiaries.  Each Subsidiary of the Company other than a Foreign Subsidiary
------------
which becomes a Restricted Subsidiary after the date of this Indenture and has
assets in excess of $1,000 shall, together with the Company and each other
Guarantor, not later than 30 days after such Subsidiary becomes a Restricted
Subsidiary, execute and deliver a supplemental indenture to this Indenture
providing for a Note Guarantee of payment of the Notes by such Restricted
Subsidiary pursuant to Article Ten.


                                 ARTICLE FIVE
                             SUCCESSOR CORPORATION
 
     SECTION 5.01.  When Company or Guarantors May Merge, Etc.  Neither the
                    -----------------------------------------              
Company nor any Guarantor will consolidate with, merge with or into, or sell,
convey, transfer, lease or otherwise dispose of all or substantially all of its
property and assets (as an entirety or substantially an entirety in one
transaction or a series of related transactions) to, any Person or permit any
Person to merge with or into the Company or such Guarantor, as the case may be,
unless:

          (i)  the Company or such Guarantor, as the case may be, shall be the
     continuing Person, or the Person (if other than the Company or such
     Guarantor) formed by such consolidation or into which the Company or such
     Guarantor is merged or that acquired or leased such property and assets of
     the Company or such Guarantor shall be a corporation organized and validly
     existing under the laws of the United States of America or any jurisdiction
     thereof and shall expressly assume, by a supplemental indenture, executed
     and delivered to the Trustee, all of the obligations of (A) the Company on
     all of the Notes and under this Indenture or (B) such Guarantor under this
     Indenture, as the case may be;
<PAGE>
 
          (ii)   immediately after giving effect to such transaction, no Default
     or Event of Default shall have occurred and be continuing;

          (iii)  immediately after giving effect to any such transaction
     involving the Company, on a pro forma basis, the Company or any Person
     becoming the successor obligor of the Notes shall have a Consolidated Net
     Worth equal to or greater than the Consolidated Net Worth of the Company
     immediately prior to such transaction;

          (iv)   in the case of a transaction involving the Company, immediately
     after giving effect to such transaction on a pro forma basis the Company or
     any Person becoming the successor obligor of the Notes, as the case may be,
     could Incur at least $1.00 of Indebtedness under the first paragraph of
     Section 4.03; provided that this clause (iv) shall not apply to a
     consolidation, merger or sale of all (but not less than all) of the assets
     of the Company if all Liens and Indebtedness of the Company or any Person
     becoming the successor obligor on the Notes, as the case may be, and its
     Restricted Subsidiaries outstanding immediately after such transaction
     would have been permitted (and all such Liens and Indebtedness, other than
     Liens and Indebtedness of the Company and its Restricted Subsidiaries
     outstanding immediately prior to the transaction, shall be deemed to have
     been Incurred) for all purposes of this Indenture;

          (v)    the Company delivers to the Trustee an Officers' Certificate
     (attaching the arithmetic computations to demonstrate compliance with
     clauses (iii) and (iv)) and Opinion of Counsel, in each case stating that
     such consolidation, merger or transfer and such supplemental indenture
     complies with this provision and that all conditions precedent provided for
     herein relating to such transaction have been complied with; and

          (vi)   in the case of a transaction involving the Company, each
     Guarantor and each Restricted Subsidiary which has provided a Subsidiary
     Guarantee, unless such Guarantor or Restricted Subsidiary is the Person
     with which the Company has entered into a transaction under this Section
     5.01, shall have by amendment to its Note Guarantee confirmed that its Note
     Guarantee shall apply to the obligations of the Company or the surviving
     entity in accordance with the Notes and this Indenture.

provided, however, that clauses (iii) and (iv) above do not apply if, in the
good faith determination of the Board of Directors of the Company, whose
determination shall be evidenced by a Board Resolution, the principal purpose of
such transaction is to change the state of incorporation of the Company or any
Guarantor and any such transaction shall not have as one of its purposes the
evasion of the foregoing limitations and provided, further, that clauses (i),
(ii) and (v) above shall not apply to any transaction solely between or among
the Company and/or one or more Guarantors where the Company or a Guarantor is
the continuing Person.
<PAGE>
 
     SECTION 5.02.  Successor Substituted.  Upon any consolidation or merger, or
                    ---------------------                                       
any sale, conveyance, transfer, lease or other disposition of all or
substantially all of the property and assets of the Company or any Guarantor in
accordance with Section 5.01 of this Indenture, the successor Person formed by
such consolidation or into which the Company or any Guarantor is merged or to
which such sale, conveyance, transfer, lease or other disposition is made shall
succeed to, and be substituted for, and may exercise every right and power of,
the Company or such Guarantor under this Indenture with the same effect as if
such successor Person had been named as the Company or such Guarantor herein;
provided that the Company shall not be released from its obligation to pay the
principal of, premium, if any, or interest on the Notes and such Guarantor shall
not be released from its Note Guarantee in the case of a lease of all or
substantially all of its property and assets.


                                  ARTICLE SIX
                             DEFAULT AND REMEDIES
 
     SECTION 6.01.  Events of Default.  The following events will be defined as
                    -----------------                                          
"Events of Default" in this Indenture:

          (a) default in the payment of principal of (or premium, if any, on)
     any Note when the same becomes due and payable at maturity, upon
     acceleration, redemption or otherwise;

          (b) default in the payment of interest on any Note when the same
     becomes due and payable, and such default continues for a period of 30
     days;

          (c) default in the performance or breach of the provisions of this
     Indenture applicable to mergers, consolidations and transfers of all or
     substantially all of the assets of the Company and any Guarantor or the
     failure to make or consummate an Offer to Purchase in accordance with
     Section 4.11 or Section 4.12;

          (d) the Company or any Guarantor defaults in the performance of or
     breaches any other covenant or agreement of the Company in this Indenture
     or under the Notes (other than a default specified in clause (a), (b) or
     (c) above) and such default or breach continues for a period of 30
     consecutive days after written notice by the Trustee or the Holders of 25%
     or more in aggregate principal amount of the Notes;

          (e) there occurs with respect to any issue or issues of Indebtedness
     of the Company, any Guarantor or any Significant Subsidiary having an
     outstanding principal amount of $5 million or more in the aggregate for all
     such issues of all such Persons, whether such Indebtedness now exists or
     shall hereafter be created, (A) an event of default that has caused the
     holder thereof to declare such Indebtedness to be due and payable prior 
<PAGE>
 
     to its Stated Maturity and such Indebtedness has not been discharged in
     full or such acceleration has not been rescinded or annulled within 30 days
     of such acceleration and/or (B) the failure to make a principal payment at
     the final (but not any interim) fixed maturity and such defaulted payment
     shall not have been made, waived or extended within 30 days of such payment
     default;

          (f) any final judgment or order (not covered by insurance) for the
     payment of money in excess of $5 million in the aggregate for all such
     final judgments or orders against all such Persons (treating any
     deductibles, self-insurance or retention as not so covered) shall be
     rendered against the Company, any Guarantor or any Significant Subsidiary
     and shall not be paid or discharged, and there shall be any period of 30
     consecutive days following entry of the final judgment or order that causes
     the aggregate amount for all such final judgments or orders outstanding and
     not paid or discharged against all such Persons to exceed $5 million during
     which a stay of enforcement of such final judgment or order, by reason of a
     pending appeal or otherwise, shall not be in effect;

          (g) a court having jurisdiction in the premises enters a decree or
     order for (A) relief in respect of the Company, any Guarantor or any
     Significant Subsidiary in an involuntary case under any applicable
     bankruptcy, insolvency or other similar law now or hereafter in effect, (B)
     appointment of a receiver, liquidator, assignee, custodian, trustee,
     sequestrator or similar official of the Company, any Guarantor or any
     Significant Subsidiary or for all or substantially all of the property and
     assets of the Company, any Guarantor or any Significant Subsidiary or (C)
     the winding up or liquidation of the affairs of the Company, any Guarantor
     or any Significant Subsidiary and, in each case, such decree or order shall
     remain unstayed and in effect for a period of 30 consecutive days;

          (h) the Company, any Guarantor or any Significant Subsidiary (A)
     commences a voluntary case under any applicable bankruptcy, insolvency or
     other similar law now or hereafter in effect, or consents to the entry of
     an order for relief in an involuntary case under any such law, (B) consents
     to the appointment of or taking possession by a receiver, liquidator,
     assignee, custodian, trustee, sequestrator or similar official of the
     Company, any Guarantor or any Significant Subsidiary or for all or
     substantially all of the property and assets of the Company, any Guarantor
     or any Significant Subsidiary or (C) effects any general assignment for the
     benefit of creditors; or

          (i) except as permitted by this Indenture, any Guarantor repudiates
     its obligations under any Note Guarantee.

     SECTION 6.02.  Acceleration.    If an Event of Default (other than an Event
                    ------------                                                
of Default specified in clause (g) or (h) of Section 6.01 that occurs with
respect to the Company or any Guarantor) occurs and is continuing under this
Indenture, the Trustee or the Holders of at least 25% in aggregate principal
amount of the Notes then outstanding, by written notice to the 
<PAGE>
 
Company (and to the Trustee if such notice is given by the Holders), may, and
the Trustee at the written request of such Holders shall, declare the principal
of, premium, if any, and accrued interest on the Notes to be immediately due and
payable. Upon a declaration of acceleration, such principal, premium, if any,
and accrued interest shall be immediately due and payable. In the event of a
declaration of acceleration because an Event of Default set forth in clause (e)
of Section 6.01 has occurred and is continuing, such declaration of acceleration
shall be automatically rescinded and annulled if the event of default triggering
such Event of Default pursuant to clause (e) shall be remedied or cured by the
Company or the relevant Significant Subsidiary or waived by the holders of the
relevant Indebtedness within 60 days after the declaration of acceleration with
respect thereto. If an Event of Default specified in clause (g) or (h) of
Section 6.01 occurs with respect to the Company or any Guarantor, the principal
of, premium, if any, and accrued interest on the Notes then outstanding shall
ipso facto become and be immediately due and payable without any declaration or
other act on the part of the Trustee or any Holder.

     At any time after such declaration of acceleration, but before a judgment
or decree for the payment of the money due has been obtained by the Trustee, the
Holders of at least a majority in principal amount of the outstanding Notes by
written notice to the Company and to the Trustee, may waive all past Defaults
and rescind and annul a declaration of acceleration and its consequences if (a)
the Company has paid or deposited with the Trustee a sum sufficient to pay (i)
all sums paid or advanced by the Trustee hereunder and the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, (ii) all overdue interest on all Notes, (iii) the principal of and
premium, if any, on any Notes that have become due otherwise than by such
declaration or occurrence of acceleration and interest thereon at the rate
prescribed therefor by such Notes, and (iv) to the extent that payment of such
interest is lawful, interest upon overdue interest, if any, at the rate
prescribed therefor by such Notes, (b) all existing Events of Default, other
than the non-payment of the principal of, premium, if any, and accrued interest
on the Notes that have become due solely by such declaration of acceleration,
have been cured or waived and (c) the rescission would not conflict with any
judgment or decree of a court of competent jurisdiction.

     SECTION 6.03.  Other Remedies.  If an Event of Default occurs and is
                    --------------                                       
continuing, the Trustee may, and at the direction of the Holders of at least a
majority in principal amount of the outstanding Notes shall, pursue any
available remedy by proceeding at law or in equity to collect the payment of
principal of, premium, if any, or interest on the Notes or to enforce the
performance of any provision of the Notes or this Indenture.

     The Trustee may maintain a proceeding even if it does not possess any of
the Notes or does not produce any of them in the proceeding.

     SECTION 6.04.  Waiver of Past Defaults.  Subject to Sections 6.02, 6.07 and
                    -----------------------                                     
9.02, the Holders of at least a majority in principal amount of the outstanding
Notes, by notice to the Trustee, may waive an existing Default or Event of
Default and its consequences, except a Default 
<PAGE>
 
in the payment of principal of, premium, if any, or interest on any Note as
specified in clause (a) or (b) of Section 6.01 or in respect of a covenant or
provision of this Indenture which cannot be modified or amended without the
consent of the Holder of each outstanding Note affected. Upon any such waiver,
such Default shall cease to exist, and any Event of Default arising therefrom
shall be deemed to have been cured, for every purpose of this Indenture; but no
such waiver shall extend to any subsequent or other Default or Event of Default
or impair any right consequent thereto.

     SECTION 6.05.  Control by Majority. The Holders of at least a majority in
                    -------------------                                       
aggregate principal amount of the outstanding Notes may direct the time, method
and place of conducting any proceeding for any remedy available to the Trustee
or exercising any trust or power conferred on the Trustee.  However, the Trustee
may refuse to follow any direction that conflicts with law or this Indenture,
that may involve the Trustee in personal liability, or that the Trustee
determines in good faith may be unduly prejudicial to the rights of Holders of
Notes not joining in the giving of such direction and may take any other action
it deems proper that is not inconsistent with any such direction received from
Holders of Notes.

     SECTION 6.06.  Limitation on Suits.  A Holder may not institute any
                    -------------------                                 
proceeding, judicial or otherwise, with respect to this Indenture or the Notes,
or for the appointment of a receiver or trustee, or for any other remedy
hereunder, unless:

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

          (ii)  the Holders of at least 25% in aggregate principal amount of
     outstanding Notes shall have made a written request to the Trustee to
     pursue such remedy;

          (iii) such Holder or Holders offer the Trustee indemnity reasonably
     satisfactory to the Trustee against any costs, liability or expense;

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

          (v)   during such 60-day period, the Holders of a majority in
     aggregate principal amount of the outstanding Notes do not give the Trustee
     a direction that is inconsistent with the request.

     For purposes of Section 6.05 of this Indenture and this Section 6.06, the
Trustee shall comply with TIA Section 316(a) in making any determination of
whether the Holders of the required aggregate principal amount of outstanding
Notes have concurred in any request or direction of the Trustee to pursue any
remedy available to the Trustee or the Holders with respect to this Indenture or
the Notes or otherwise under the law.
<PAGE>
 
     A Holder may not use this Indenture to prejudice the rights of another
Holder or to obtain a preference or priority over such other Holder.

     SECTION 6.07.  Rights of Holders to Receive Payment.  Notwithstanding any
                    ------------------------------------                      
other provision of this Indenture, the right of any Holder of a Note to receive
payment of the principal of, premium, if any, or interest on, such Note or to
bring suit for the enforcement of any such payment, on or after the due date
expressed in the Notes, shall not be impaired or affected without the consent of
such Holder.

     SECTION 6.08.  Collection Suit by Trustee.  If an Event of Default in
                    --------------------------                            
payment of principal, premium or interest specified in clause (a), (b) or (c) of
Section 6.01 occurs and is continuing, the Trustee may recover judgment in its
own name and as trustee of an express trust against the Company or any other
obligor of the Notes for the whole amount of principal, premium, if any, and
accrued interest remaining unpaid, together with interest on overdue principal,
premium, if any, and, to the extent that payment of such interest is lawful,
interest on overdue installments of interest, in each case at the rate specified
in the Notes, and such further amount as shall be sufficient to cover the costs
and expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel.

     SECTION 6.09.  Trustee May File Proofs of Claim.  The Trustee may file such
                    --------------------------------                            
proofs of claim and other papers or documents as may be necessary or advisable
in order to have the claims of the Trustee (including any claim for the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel, and any other amounts due the Trustee under Section
7.07) and the Holders allowed in any judicial proceedings relative to the
Company (or any other obligor of the Notes), its creditors or its property and
shall be entitled and empowered to collect and receive any monies, securities or
other property payable or deliverable upon conversion or exchange of the Notes
or upon any such claims and to distribute the same, and any custodian, receiver,
assignee, trustee, liquidator, sequestrator or other similar official in any
such judicial proceeding is hereby authorized by each Holder to make such
payments to the Trustee and, in the event that the Trustee shall consent to the
making of such payments directly to the Holders, to pay to the Trustee any
amount due to it for the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel, and any other amounts due the
Trustee under Section 7.07.  Nothing herein contained shall be deemed to empower
the Trustee to authorize or consent to, or accept or adopt on behalf of any
Holder, any plan of reorganization, arrangement, adjustment or composition
affecting the Notes or the rights of any Holder thereof, or to authorize the
Trustee to vote in respect of the claim of any Holder in any such proceeding.

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

          First:  to the Trustee for all amounts due under Section 7.07;
<PAGE>
 
          Second: to Holders for amounts then due and unpaid for principal of,
     premium, if any, and interest on the Notes in respect of which or for the
     benefit of which such money has been collected, ratably, without preference
     or priority of any kind, according to the amounts due and payable on such
     Notes for principal, premium, if any, and interest, respectively; and

          Third:  to the Company or any other obligors of the Notes, as their
     interests may appear, or as a court of competent jurisdiction may direct.

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

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

     SECTION 6.12.  Restoration of Rights and Remedies.  If the Trustee or any
                    ----------------------------------                        
Holder has instituted any proceeding to enforce any right or remedy under this
Indenture and such proceeding has been discontinued or abandoned for any reason,
or has been determined adversely to the Trustee or to such Holder, then, and in
every such case, subject to any determination in such proceeding, the Company,
the Trustee and the Holders shall be restored severally and respectively to
their former positions hereunder and thereafter all rights and remedies of the
Company, Trustee and the Holders shall continue as though no such proceeding had
been instituted.

     SECTION 6.13.  Rights and Remedies Cumulative.  Except as otherwise
                    ------------------------------                      
provided with respect to the replacement or payment of mutilated, destroyed,
lost or wrongfully taken Notes in Section 2.09, no right or remedy herein
conferred upon or reserved to the Trustee or to the Holders is intended to be
exclusive of any other right or remedy, and every right and remedy shall, to the
extent permitted by law, be cumulative and in addition to every other right and
remedy given hereunder or now or hereafter existing at law or in equity or
otherwise.  The assertion or employment of any right or remedy hereunder, or
otherwise, shall not prevent the concurrent assertion or employment of any other
appropriate right or remedy.

     SECTION 6.14.  Delay or Omission Not Waiver.  No delay or omission of the
                    ----------------------------                              
Trustee or of any Holder to exercise any right or remedy accruing upon any Event
of Default shall impair any such right or remedy or constitute a waiver of any
such Event of Default or an acquiescence therein.  Every right and remedy given
by this Article Six or by law to the Trustee or to the 
<PAGE>
 
Holders may be exercised from time to time, and as often as may be deemed
expedient, by the Trustee or by the Holders, as the case may be.


                                 ARTICLE SEVEN
                                    TRUSTEE
 
     SECTION 7.01.  General.  The duties and responsibilities of the Trustee
                    -------                                                 
shall be as provided by the TIA and as set forth herein.  Notwithstanding the
foregoing, no provision of this Indenture shall require the Trustee to expend or
risk its own funds or otherwise incur any financial liability in the performance
of any of its duties hereunder, or in the exercise of any of its rights or
powers, if it shall have reasonable grounds for believing that repayment of such
funds or adequate indemnity against such risk or liability is not assured to it.
Whether or not herein expressly so provided, every provision of this Indenture
relating to the conduct or affecting the liability of or affording protection to
the Trustee shall be subject to the provisions of this Article Seven.

     Except during the continuance of a Default, the Trustee will not be liable,
except for the performance of such duties as are specifically set forth in this
Indenture.  If an Event of Default has occurred and is continuing, the Trustee
will use the same degree of care and skill in its exercise of the rights and
powers vested in it under this Indenture as a prudent person would exercise
under the circumstances in the conduct of such person's own affairs.

     SECTION 7.02.  Certain Rights of Trustee.  Subject to TIA Sections 315(a)
                    -------------------------                                 
through (d):

          (i)   the Trustee may rely, and shall be protected in acting or
     refraining from acting, upon any resolution, certificate, statement,
     instrument, opinion, report, notice, request, direction, consent, order,
     bond, debenture, note, other evidence of indebtedness or other paper or
     document believed by it to be genuine and to have been signed or presented
     by the proper person;

          (ii)  before the Trustee acts or refrains from acting, it may require
     an Officers' Certificate or an Opinion of Counsel, which shall conform to
     Section 11.04.  The Trustee shall not be liable for any action it takes or
     omits to take in good faith in reliance on such certificate or opinion;

          (iii) the Trustee may act through its attorneys and agents and shall
     not be responsible for the misconduct or negligence of any attorney or
     agent appointed with due care by it hereunder;

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

          (v)   the Trustee shall not be liable for any action it takes or omits
     to take in good faith that it believes to be authorized or within its
     rights or powers, provided that the Trustee's conduct does not constitute
     negligence or bad faith;

          (vi)  whenever in the administration of this Indenture the Trustee
     shall deem it desirable that a matter be proved or established prior to
     taking, suffering or omitting any action hereunder, the Trustee (unless
     other evidence be herein specifically prescribed) may, in the absence of
     bad faith on its part, rely upon an Officers' Certificate; and

          (vii) the Trustee shall not be bound to make any investigation into
     the facts or matters stated in any resolution, certificate, statement,
     instrument, opinion, report, notice, request, direction, consent, order,
     bond, debenture, note, other evidence of indebtedness or other paper or
     document, but the Trustee, in its discretion, may make such further inquiry
     or investigation into such facts or matters as it may see fit, and, if the
     Trustee shall determine to make such further inquiry or investigation, it
     shall be entitled, at the Company's sole cost and expense, to examine the
     books, records and premises of the Company personally or by agent or
     attorney.

     SECTION 7.03.  Individual Rights of Trustee.  The Trustee, in its
                    ----------------------------                      
individual or any other capacity, may become the owner or pledgee of Notes and
may otherwise deal with the Company or its Affiliates with the same rights it
would have if it were not the Trustee.  Any Agent may do the same with like
rights.  However, the Trustee is subject to TIA Sections 310(b) and 311.

     SECTION 7.04.  Trustee's Disclaimer.  The Trustee (i) makes no
                    --------------------                           
representation as to the validity or adequacy of this Indenture or the Notes,
(ii) shall not be accountable for the Company's use or application of the
proceeds from the Notes and (iii) shall not be responsible for any statement in
the Notes other than its certificate of authentication.

     SECTION 7.05.  Notice of Default.  If any Default or any Event of Default
                    -----------------                                         
occurs and is continuing and if such Default or Event of Default is known to any
officer or assistant officer of the Trustee assigned by the Trustee to
administer its corporate trust matters, the Trustee shall mail to each Holder in
the manner and to the extent provided in TIA Section 313(c) notice of the
Default or Event of Default within 45 days after it occurs, unless such Default
or Event of Default has been cured; provided, however, that, except in the case
of a default in the payment of the principal of, premium, if any, or interest on
any Note, the Trustee shall be protected in withholding such notice if and so
long as the board of directors, the executive committee or a trust committee of
directors and/or a Responsible Officer of the Trustee in good faith determine
that the withholding of such notice is in the interest of the Holders.
<PAGE>
 
     SECTION 7.06.  Reports by Trustee to Holders.  Within 60 days after each
                    -----------------------------                            
May 15, beginning with May 15, 1999, the Trustee shall mail to each Holder as
provided in TIA Section 313(c) a brief report dated as of such May 15, if
required by TIA Section 313(a).

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

     SECTION 7.07.  Compensation and Indemnity.  The Company shall pay to the
                    --------------------------                               
Trustee such compensation as shall be agreed upon in writing, from time to time,
for its services hereunder.  The compensation of the Trustee 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
disbursements, expenses and advances incurred or made by the Trustee without
negligence or bad faith on its part.  Such expenses shall include the reasonable
compensation and expenses of the Trustee's agents and counsel.

     The Company and each of the Guarantors, jointly and severally, shall
indemnify the Trustee, its directors, officers, agents and employees for, and
hold it harmless against, any loss or liability, cost or expense incurred by it
without negligence or bad faith on its part in connection with the acceptance or
administration of this Indenture and its duties under this Indenture and the
Notes, including, without limitation, the costs and expenses of defending itself
against any claim or liability and of complying with any process served upon it
or any of its officers in connection with the exercise or performance of any of
its powers or duties under this Indenture and the Notes.  The Trustee shall
notify the Company promptly of any claim for which it may seek indemnity.
Failure by the Trustee to so notify the Company shall not relieve the Company of
its obligations hereunder, unless the Company is materially prejudiced thereby.
The Company shall defend the claim and the Trustee shall cooperate in the
defense provided, however, that the Trustee shall have the right to defend such
claim if, upon the advice of counsel, its interests may be prejudiced by the
conduct of such defense by the Company.  Unless otherwise set forth herein, 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, which consent shall not be unreasonably withheld.

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

     If the Trustee incurs expenses or renders services after the occurrence of
an Event of Default specified in clause (g) or (h) of Section 6.01, the expenses
and the compensation for the 
<PAGE>
 
services will be intended to constitute expenses of administration under Title
11 of the United States Bankruptcy Code or any applicable federal or state law
for the relief of debtors.

     The provisions of this Section 7.07 shall survive the termination of this
Indenture.

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

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

     The Trustee may resign at any time by so notifying the Company in writing
at least 30 days prior to the date of the proposed resignation.  The Holders of
a majority in principal amount of the outstanding Notes may remove the Trustee
by so notifying the Trustee in writing and may appoint a successor Trustee with
the consent of the Company.  The Company may remove the Trustee if:  (i) the
Trustee is no longer eligible under Section 7.10; (ii) the Trustee is adjudged a
bankrupt or an insolvent; (iii) a receiver or other public officer takes charge
of the Trustee or its property; or (iv) the Trustee becomes incapable of acting.

     If the Trustee resigns or is removed, or if a vacancy exists in the office
of Trustee for any reason, the Company shall promptly appoint a successor
Trustee.  Within one year after the successor Trustee takes office, the Holders
of a majority in principal amount of the outstanding Notes may appoint a
successor Trustee to replace the successor Trustee appointed by the Company.  If
the successor Trustee does not deliver its written acceptance required by the
next succeeding paragraph of this Section 7.08 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 outstanding Notes may, at the expense
of the Company, petition any court of competent jurisdiction for the appointment
of a successor Trustee.

     A successor Trustee shall deliver a written acceptance of its appointment
to the retiring Trustee and to the Company.  Immediately after the delivery of
such written acceptance, subject to the lien provided in Section 7.07, (i) the
retiring Trustee shall transfer all property held by it as Trustee to the
successor Trustee, (ii) the resignation or removal of the retiring Trustee shall
become effective and (iii) the successor Trustee shall have all the rights,
powers and duties of the Trustee under this Indenture.  A successor Trustee
shall mail notice of its succession to each Holder.  No successor Trustee shall
accept its appointment unless at the time of such acceptance such successor
Trustee shall be qualified and eligible under this Article.

     If the Trustee is no longer eligible under Section 7.10 or shall fail to
comply with TIA Section 310(b), any Holder who satisfies the requirements of TIA
Section 310(b) may petition any court of competent jurisdiction for the removal
of the Trustee and the appointment of a successor 
<PAGE>
 
Trustee. If at any time the Trustee shall cease to be eligible in accordance
with the provisions of this Section 7.08, the Trustee shall resign immediately
in the manner and with the effect provided in this Section.

     The Company shall give notice of any resignation and any removal of the
Trustee and each appointment of a successor Trustee to all Holders.  Each notice
shall include the name of the successor Trustee and the address of its Corporate
Trust Office.

     Notwithstanding replacement of the Trustee pursuant to this Section 7.08,
the Company's obligation under Section 7.07 shall continue for the benefit of
the retiring Trustee.  Upon the Trustee's resignation or removal, the Company
shall promptly pay the Trustee all amounts owed by the Company to the Trustee.

     SECTION 7.09.  Successor Trustee by Merger, Etc.  If the Trustee
                    --------------------------------                 
consolidates with, merges or converts into, or transfers all or substantially
all of its corporate trust business to, another corporation or national banking
association, the resulting, surviving or transferee corporation or national
banking association without any further act shall be the successor Trustee with
the same effect as if the successor Trustee had been named as the Trustee
herein, provided such corporation shall be otherwise qualified and eligible
under this Article.

     SECTION 7.10.  Eligibility.  This Indenture shall always have a Trustee who
                    -----------                                                 
satisfies the requirements of TIA Section 310(a)(1).  The Trustee shall have a
combined capital and surplus of at least $25 million as set forth in its most
recent published annual report of condition that is subject to the requirements
of applicable Federal or state supervising or examining authority.  If at any
time the Trustee shall cease to be eligible in accordance with the provisions of
this Section, the Trustee shall resign immediately in the manner and with the
effect specified in this Article.

     SECTION 7.11.  Money Held in Trust.  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 and except for money held in trust
under Article Eight of this Indenture.


                                 ARTICLE EIGHT
                            DISCHARGE OF INDENTURE
 
     SECTION 8.01.  Termination of Company's Obligations.  Except as otherwise
                    ------------------------------------                      
provided in this Section 8.01, the Company may terminate its obligations under
the Notes and this Indenture if:

          (i) all Notes previously authenticated and delivered (other than
     destroyed, lost or stolen Notes that have been replaced or Notes that are
     paid pursuant to Section 4.01 or 
<PAGE>
 
     Notes for whose payment money or securities have theretofore been held in
     trust and thereafter repaid to the Company, as provided in Section 8.05)
     have been delivered to the Trustee for cancellation and the Company has
     paid all sums payable by it hereunder; or

          (ii) (A) the Notes mature within one year or all of them are to be
     called for redemption within one year under arrangements satisfactory to
     the Trustee for giving the notice of redemption, (B) the Company
     irrevocably deposits in trust with the Trustee during such one-year period,
     under the terms of an irrevocable trust agreement in form and substance
     satisfactory to the Trustee, as trust funds solely for the benefit of the
     Holders for that purpose, money or U.S. Government Obligations sufficient
     (in the opinion of a nationally recognized firm of independent public
     accountants expressed in a written certification thereof delivered to the
     Trustee), without consideration of any reinvestment of any interest
     thereon, to pay principal, premium, if, any, and interest on the Notes to
     maturity or redemption, as the case may be, and to pay all other sums
     payable by it hereunder, (C) no Default or Event of Default with respect to
     the Notes shall have occurred and be continuing on the date of such
     deposit, (D) such deposit will not result in a breach or violation of, or
     constitute a default under, this Indenture or any other agreement or
     instrument to which the Company is a party or by which it is bound and (E)
     the Company has delivered to the Trustee an Officers' Certificate and an
     Opinion of Counsel, in each case stating that all conditions precedent
     provided for herein relating to the satisfaction and discharge of this
     Indenture have been complied with.

     With respect to the foregoing clause (i), the Company's obligations under
Section 7.07 shall survive.  With respect to the foregoing clause (ii), the
Company's obligations in Sections 2.02, 2.03, 2.04, 2.05, 2.06, 2.07, 2.08,
2.09, 2.14, 4.01, 4.02, 7.07, 7.08, 8.04, 8.05 and 8.06 shall survive until the
Notes are no longer outstanding.  Thereafter, only the Company's obligations in
Sections 7.07, 8.04, 8.05 and 8.06 shall survive.  After any such irrevocable
deposit, the Trustee upon request shall acknowledge in writing the discharge of
the Company's obligations under the Notes and this Indenture except for those
surviving obligations specified above.

     SECTION 8.02.  Defeasance and Discharge of Indenture.  The Company will be
                    -------------------------------------                      
deemed to have paid and will be discharged from any and all obligations in
respect of the Notes on the 123rd day after the date of the deposit referred to
in clause (A) of this Section 8.02, and the provisions of this Indenture will no
longer be in effect with respect to the Notes (except for, among other matters,
certain obligations to register the transfer or exchange of the Notes, to
replace stolen, lost or mutilated Notes, to maintain paying agencies and to hold
monies for payment in trust), and the Trustee, at the expense of the Company,
shall execute proper instruments acknowledging the same if:

          (A) with reference to this Section 8.02, the Company has irrevocably
     deposited or caused to be irrevocably deposited with the Trustee (or
     another trustee satisfying the 
<PAGE>
 
     requirements of Section 7.10) and conveyed all right, title and interest to
     the Trustee for the benefit of the Holders, under the terms of an
     irrevocable trust agreement in form and substance satisfactory to the
     Trustee as trust funds in trust, specifically pledged to the Trustee for
     the benefit of the Holders as security for payment of the principal of,
     premium, if any, and interest, if any, on the Notes, and dedicated solely
     to, the benefit of the Holders, in and to (1) money in an amount, (2) U.S.
     Government Obligations that, through the payment of interest, premium, if
     any, and principal in respect thereof in accordance with their terms, will
     provide, not later than one day before the due date of any payment referred
     to in this clause (A), money in an amount or (3) a combination thereof in
     an amount sufficient, in the opinion of a nationally recognized firm of
     independent public accountants expressed in a written certification thereof
     delivered to the Trustee, to pay and discharge, without consideration of
     the reinvestment of such interest and after payment of all federal, state
     and local taxes or other charges and assessments in respect thereof payable
     by the Trustee, the principal of, premium, if any, and interest on the
     outstanding Notes on the Stated Maturity of such principal or interest;
     provided that the Trustee shall have been irrevocably instructed to apply
     such money or the proceeds of such U.S. Government Obligations to the
     payment of such principal, premium, if any, and interest with respect to
     the Notes;

          (B) the Company has delivered to the Trustee (1) either (x) an Opinion
     of Counsel to the effect that Holders will not recognize income, gain or
     loss for federal income tax purposes as a result of the Company's exercise
     of its option under this Section 8.02 and will be subject to federal income
     tax on the same amount and in the same manner and at the same times as
     would have been the case if such option had not been exercised, which
     Opinion of Counsel shall be based upon (and accompanied by a copy of) a
     ruling of the Internal Revenue Service to the same effect unless there has
     been a change in applicable federal income tax law after the Closing Date
     such that a ruling is no longer required or (y) a ruling directed to the
     Trustee received from the Internal Revenue Service to the same effect as
     the aforementioned Opinion of Counsel and (2) an Opinion of Counsel to the
     effect that the creation of the defeasance trust does not violate the
     Investment Company Act of 1940 and that after the passage of 123 days
     following the deposit (except, with respect to any trust funds for the
     account of any Holder who may be deemed to be an "insider" for purposes of
     the United States Bankruptcy Code, after one year following the deposit),
     the trust funds will not be subject to the effect of Section 547 of the
     United States Bankruptcy Code or Section 15 of the New York Debtor and
     Creditor Law in a case commenced by or against the Company under either
     such statute, and either (I) the trust funds will no longer remain the
     property of the Company (and therefore will not be subject to the effect of
     any applicable bankruptcy, insolvency, reorganization or similar laws
     affecting creditors' rights generally) or (II) if a court were to rule
     under any such law in any case or proceeding that the trust funds remained
     property of the Company, (a) assuming such trust funds remained in the
     possession of the Trustee prior to such court ruling to the extent not paid
     to the Holders, the Trustee will hold, for the benefit of the 
<PAGE>
 
     Holders, a valid and perfected security interest in such trust funds that
     is not avoidable in bankruptcy or otherwise except for the effect of
     Section 552(b) of the United States Bankruptcy Code on interest on the
     trust funds accruing after the commencement of a case under such statute
     and (b) the Holders will be entitled to receive adequate protection of
     their interests in such trust funds if such trust funds are used in such
     case or proceeding;

          (C) immediately after giving effect to such deposit, on a pro forma
     basis, no Default or Event of Default shall have occurred and be continuing
     on the date of such deposit or during the period ending on the 123rd day
     after such date of such deposit, and such deposit shall not result in a
     breach or violation of, or constitute a default under, this Indenture or
     any other agreement or instrument to which the Company or any of its
     Subsidiaries is a party or by which the Company or any of its Subsidiaries
     is bound and is permitted by Article Eleven;

          (D) if the Notes are then listed on a national securities exchange,
     the Company has delivered to the Trustee an Opinion of Counsel to the
     effect that the Notes will not be delisted as a result of such deposit,
     defeasance and discharge; and

          (E) the Company has delivered to the Trustee an Officers' Certificate
     and an Opinion of Counsel, in each case stating that all conditions
     precedent provided for herein relating to the defeasance contemplated by
     this Section 8.02 have been complied with.

     Notwithstanding the foregoing, prior to the end of the 123-day (or one-
year) period referred to in clause (B)(2) of this Section 8.02, none of the
Company's obligations under this Indenture shall be discharged.  Subsequent to
the end of such 123-day (or one year) period with respect to this Section 8.02,
the Company's obligations in Sections 2.02, 2.03, 2.04, 2.05, 2.06, 2.07, 2.08,
2.09, 2.14, 4.01, 4.02, 8.04, 8.05, 8.06 and the rights, powers, trusts, duties
and immunities of the Trustee hereunder and Article Eleven (with respect to
payments in respect of Senior Subordinated Obligations other than with the
assets held in trust as described in this Section 8.02) shall survive until the
Notes are no longer outstanding.  Thereafter, only the Company's obligations in
Sections 7.07, 8.04, 8.05 and 8.06 shall survive.  If and when a ruling from the
Internal Revenue Service or an Opinion of Counsel referred to in clause (B)(1)
of this Section 8.02 is able to be provided specifically without regard to, and
not in reliance upon, the continuance of the Company's obligations under Section
4.01, then the Company's obligations under such Section 4.01 shall cease upon
delivery to the Trustee of such ruling or Opinion of Counsel and compliance with
the other conditions precedent provided for herein relating to the defeasance
contemplated by this Section 8.02.

     After any such irrevocable deposit, the Trustee upon request shall
acknowledge in writing the discharge of the Company's obligations under the
Notes and this Indenture except for those surviving obligations in the
immediately preceding paragraph.
<PAGE>
 
     SECTION 8.03.  Defeasance of Certain Obligations.  The Company may omit to
                    ---------------------------------                          
comply with any term, provision or condition set forth in clauses (iii) and (iv)
of Section 5.01 and Sections 4.03 through 4.11 and Section 4.20 and clause (c)
of Section 6.01 with respect to clauses (iii) and (iv) of Section 5.01, clause
(d) of Section 6.01 with respect to Sections 4.01, 4.02 and 4.12 through 4.19
and clauses (e) and (f) of Section 6.01 shall be deemed not to be Events of
Default, in each case with respect to the outstanding Notes if:

          (i)  with reference to this Section 8.03, the Company has irrevocably
     deposited or caused to be irrevocably deposited with the Trustee (or
     another trustee satisfying the requirements of Section 7.10) and conveyed
     all right, title and interest to the Trustee for the benefit of the
     Holders, under the terms of an irrevocable trust agreement in form and
     substance satisfactory to the Trustee as trust funds in trust, specifically
     pledged to the Trustee for the benefit of the Holders as security for
     payment of the principal of, premium, if any, and interest, if any, on the
     Notes, and dedicated solely to, the benefit of the Holders, in and to (A)
     money in an amount, (B) U.S. Government Obligations that, through the
     payment of interest, premium, if any, and principal in respect thereof in
     accordance with their terms, will provide, not later than one day before
     the due date of any payment referred to in this clause (i), money in an
     amount or (C) a combination thereof in an amount sufficient, in the opinion
     of a nationally recognized firm of independent public accountants expressed
     in a written certification thereof delivered to the Trustee, to pay and
     discharge, without consideration of the reinvestment of such interest and
     after payment of all federal, state and local taxes or other charges and
     assessments in respect thereof payable by the Trustee, the principal of,
     premium, if any, and interest on the outstanding Notes on the Stated
     Maturity of such principal or interest; provided that the Trustee shall
     have been irrevocably instructed to apply such money or the proceeds of
     such U.S. Government Obligations to the payment of such principal, premium,
     if any, and interest with respect to the Notes;

          (ii) the Company has delivered to the Trustee an Opinion of Counsel to
     the effect that (A) the creation of the defeasance trust does not violate
     the Investment Company Act of 1940, (B) after the passage of 123 days
     following the deposit (except, with respect to any trust funds for the
     account of any Holder who may be deemed to be an "insider" for purposes of
     the United States Bankruptcy Code, after one year following the deposit),
     the trust funds will not be subject to the effect of Section 547 of the
     United States Bankruptcy Code or Section 15 of the New York Debtor and
     Creditor Law in a case commenced by or against the Company under either
     such statute, and either (1) the trust funds will no longer remain the
     property of the Company (and therefore will not be subject to the effect of
     any applicable bankruptcy, insolvency, reorganization or similar laws
     affecting creditors' rights generally) or (2) if a court were to rule under
     any such law in any case or proceeding that the trust funds remained
     property of the Company, (x) assuming such trust funds remained in the
     possession of the Trustee prior to such court ruling to the extent not paid
     to the Holders, the Trustee will hold, for the benefit of the Holders, a
     valid and 
<PAGE>
 
     perfected security interest in such trust funds that is not avoidable in
     bankruptcy or otherwise (except for the effect of Section 552(b) of the
     United States Bankruptcy Code on interest on the trust funds accruing after
     the commencement of a case under such statute) and (y) the Holders will be
     entitled to receive adequate protection of their interests in such trust
     funds if such trust funds are used in such case or proceeding, (C) the
     Holders will not recognize income, gain or loss for federal income tax
     purposes as a result of such deposit and defeasance of certain covenants
     and Events of Default and will be subject to federal income tax on the same
     amount and in the same manner and at the same times as would have been the
     case if such deposit and defeasance had not occurred and (D) the Trustee,
     for the benefit of the Holders, has a valid first-priority security
     interest in the trust funds;

          (iii) immediately after giving effect to such deposit on a pro forma
     basis, no Default or Event of Default shall have occurred and be continuing
     on the date of such deposit or during the period ending on the 123rd day
     after such date of such deposit, and such deposit shall not result in a
     breach or violation of, or constitute a default under, this Indenture or
     any other agreement or instrument to which the Company or any of its
     Subsidiaries is a party or by which the Company or any of its Subsidiaries
     is bound and is permitted by Article Eleven;

          (iv)  if the Notes are then listed on a national securities exchange,
     the Company has delivered to the Trustee an Opinion of Counsel to the
     effect that the Notes will not be delisted as a result of such deposit,
     defeasance and discharge; and

          (v)   the Company has delivered to the Trustee an Officers'
     Certificate and an Opinion of Counsel, in each case stating that all
     conditions precedent provided for herein relating to the defeasance
     contemplated by this Section 8.03 have been complied with.

     SECTION 8.04.  Application of Trust Money.  Subject to Section 8.06, the
                    --------------------------                               
Trustee or Paying Agent shall hold in trust money or U.S. Government Obligations
deposited with it pursuant to Section 8.01, 8.02 or 8.03, as the case may be,
and shall apply the deposited money and the money from U.S. Government
Obligations in accordance with the Notes and this Indenture to the payment of
principal of, premium, if any, and interest on the Notes; but such money need
not be segregated from other funds except to the extent required by law.

     SECTION 8.05.  Repayment to Company.  Subject to Sections 7.07, 8.01, 8.02
                    --------------------                                       
and 8.03, the Trustee and the Paying Agent shall promptly pay to the Company
upon request set forth in an Officers' Certificate any excess money held by them
at any time and thereupon shall be relieved from all liability with respect to
such money.  The Trustee and the Paying Agent shall pay to the Company upon
request any money held by them for the payment of principal, premium, if any, or
interest that remains unclaimed for two years; provided that the Trustee or
Paying Agent before being required to make any payment may cause to be published
at the expense of the Company once in a newspaper of general circulation in The
City of New York and, in the event the Notes 
<PAGE>
 
are listed on the Luxembourg Stock Exchange, in Luxembourg, or mail to each
Holder entitled to such money at such Holder's address (as set forth in the
Security Register) notice that such money remains unclaimed and that after a
date specified therein (which shall be at least 30 days from the date of such
publication or mailing) any unclaimed balance of such money then remaining will
be repaid to the Company. After payment to the Company, Holders entitled to such
money must look to the Company for payment as general creditors unless an
applicable law designates another Person, and all liability of the Trustee and
such Paying Agent with respect to such money shall cease.

     SECTION 8.06.  Reinstatement.  If the Trustee or Paying Agent is unable to
                    -------------                                              
apply any money or U.S. Government Obligations in accordance with Section 8.01,
8.02 or 8.03, as the case may be, by reason of any legal proceeding or by reason
of any order or judgment of any court or governmental authority enjoining,
restraining or otherwise prohibiting such application, the Company's obligations
under this Indenture and the Notes shall be revived and reinstated as though no
deposit had occurred pursuant to Section 8.01, 8.02 or 8.03, as the case may be,
until such time as the Trustee or Paying Agent is permitted to apply all such
money or U.S. Government Obligations in accordance with Section 8.01, 8.02 or
8.03, as the case may be; provided that, if the Company has made any payment of
principal of, premium, if any, or interest on any Notes because of the
reinstatement of its obligations, the Company shall be subrogated to the rights
of the Holders of such Notes to receive such payment from the money or U.S.
Government Obligations held by the Trustee or Paying Agent.


                                 ARTICLE NINE
                      AMENDMENTS, SUPPLEMENTS AND WAIVERS
 
     SECTION 9.01.  Without Consent of Holders.  The Company, when authorized by
                    --------------------------                                  
a resolution of its Board of Directors (as evidenced by a Board Resolution
delivered to the Trustee), and the Trustee may amend or supplement this
Indenture or the Notes without notice to or the consent of any Holder:

          (1) to cure any ambiguity, defect or inconsistency in this Indenture;
     provided that such amendments or supplements shall not, in the good faith
     opinion of the Board of Directors as evidenced by a Board Resolution,
     adversely affect the interests of the Holders in any material respect;

          (2)  to comply with Article Five;

          (3) to comply with any requirements of the Commission in connection
     with the qualification of this Indenture under the TIA;
<PAGE>
 
          (4) to evidence and provide for the acceptance of appointment
     hereunder by a successor Trustee; or

          (5) to make any change that, in the good faith opinion of the Board of
     Directors as evidenced by a Board Resolution, does not materially and
     adversely affect the rights of any Holder.

     SECTION 9.02.  With Consent of Holders.  Subject to Sections 6.04 and 6.07
                    -----------------------                                    
and without prior notice to the Holders, the Company, when authorized by its
Board of Directors (as evidenced by a Board Resolution delivered to the
Trustee), and the Trustee may amend this Indenture and the Notes with the
written consent of the Holders of a majority in aggregate principal amount of
the Notes then outstanding, and the Holders of a majority in aggregate principal
amount of the Notes then outstanding by written notice to the Trustee may waive
future compliance by the Company with any provision of this Indenture or the
Notes.

     Notwithstanding the provisions of this Section 9.02, without the consent of
each Holder affected, an amendment or waiver, including a waiver pursuant to
Section 6.04, may not:

          (i)    change the Stated Maturity of the principal of, or any
     installment of interest on, any Note;

          (ii)   change the principal amount of, or premium, if any, or interest
     on, any Note;

          (iii)  change any place or currency of payment of principal of,
     premium, if any, or interest on, any Note;

          (iv)   impair the right to institute suit for the enforcement of any
     payment on or after the Stated Maturity (or, in the case of redemption, on
     or after the Redemption Date) on any Note;

          (v)    reduce the percentage or principal amount of outstanding Notes
     the consent of whose Holders is necessary to modify or amend this Indenture
     or to waive compliance with certain provisions of or certain Defaults under
     this Indenture;

          (vi)   waive a Default in the payment of principal of, premium, if
     any, or interest on, any Note;

          (vii)  modify any of the provisions of this Section 9.02, except to
     increase any such percentage or to provide that certain other provisions of
     this Indenture cannot be modified or waived without the consent of the
     Holder of each outstanding Note affected thereby;
<PAGE>
 
          (viii) modify any of the provisions of Article Eleven in a manner
     adverse to the Holders; or

          (ix) release any Guarantor from its Note Guarantee, except as provided
     in this Indenture.

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

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

     SECTION 9.03.  Revocation and Effect of Consent.  Until an amendment or
                    --------------------------------                        
waiver becomes effective, a consent to it by a Holder is a continuing consent by
the Holder and every subsequent Holder of a Note or portion of a Note that
evidences the same debt as the Note of the consenting Holder, even if notation
of the consent is not made on any Note.  However, any such Holder or subsequent
Holder may revoke the consent as to its Note or portion of its Note.  Such
revocation shall be effective only if the Trustee receives the notice of
revocation before the date the amendment, supplement or waiver becomes
effective.  An amendment, supplement or waiver shall become effective on receipt
by the Trustee of written consents from the Holders of the requisite percentage
in principal amount of the outstanding Notes.

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

     After an amendment, supplement or waiver becomes effective, it shall bind
every Holder unless it is of the type described in the second paragraph of
Section 9.02.  In case of an amendment or waiver of the type described in the
second paragraph of Section 9.02, the amendment or waiver shall bind each Holder
who has consented to it and every subsequent Holder of a Note that evidences the
same indebtedness as the Note of the consenting Holder.

     SECTION 9.04.  Notation on or Exchange of Notes.  If an amendment,
                    --------------------------------                   
supplement or waiver changes the terms of a Note, the Trustee may require the
Holder to deliver such Note to 
<PAGE>
 
the Trustee. At the Company's expense, the Trustee may place an appropriate
notation on the Note about the changed terms and return it to the Holder and the
Trustee may place an appropriate notation on any Note thereafter authenticated.
Alternatively, if the Company or the Trustee so determines, the Company in
exchange for the Note shall issue and the Trustee shall authenticate a new Note
that reflects the changed terms. Failure to make the appropriate notation, or
issue a new Note, shall not affect the validity and effect of such amendment,
supplement or waiver.

     SECTION 9.05.  Trustee to Sign Amendments, Etc.  The Trustee shall be
                    -------------------------------                       
entitled to receive, and shall be fully protected in relying upon, an Opinion of
Counsel stating that the execution of any amendment, supplement or waiver
authorized pursuant to this Article Nine is authorized or permitted by this
Indenture and that it will be valid and binding upon the Company.  Subject to
the preceding sentence, the Trustee shall sign such amendment, supplement or
waiver if the same does not adversely affect the rights, duties, liabilities or
immunities of the Trustee.  The Trustee may, but shall not be obligated to,
execute any such amendment, supplement or waiver that affects the Trustee's own
rights, duties or immunities under this Indenture or otherwise.

     SECTION 9.06.  Conformity with Trust Indenture Act.  Every supplemental
                    -----------------------------------                     
indenture executed pursuant to this Article Nine shall conform to the
requirements of the TIA as then in effect.


                                  ARTICLE TEN
                              GUARANTEE OF NOTES
 
     SECTION 10.01  Note Guarantee.  Subject to the provisions of this Article
                    --------------                                            
Ten, each of the Guarantors hereby, jointly and severally, fully  and
unconditionally Guarantees to each Holder of Notes hereunder and to the Trustee
on behalf of the Holders:  (i) the due and punctual payment of the principal of,
premium, if any, on and interest on each Note, when and as the same shall become
due and payable, whether at maturity, by acceleration or otherwise, the due and
punctual payment of interest on the overdue principal of and interest, if any,
on the Notes, to the extent lawful, and the due and punctual performance of all
other obligations of the Company to the Holders or the Trustee, all in
accordance with the terms of such Note and this Indenture and (ii) in the case
of any extension of time of payment or renewal of any Notes or any of such other
obligations, that the same will be promptly paid in full when due or performed
in accordance with the terms of the extension or renewal, at Stated Maturity, by
acceleration or otherwise, subject, however, in the case of clauses (i) and (ii)
above, to the limitations set forth in the next succeeding paragraph.

     Each Guarantor and by its acceptance hereof each Holder hereby confirms
that it is the intention of all such parties that the Guarantee by such
Guarantor pursuant to its Note Guarantee not constitute a fraudulent transfer or
conveyance for purposes of the United States Bankruptcy 
<PAGE>
 
Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act
or any similar Federal or state law. To effectuate the foregoing intention, the
Holders and such Guarantor hereby irrevocably agree that the obligations of such
Guarantor under its Note Guarantee shall be limited to the maximum amount as
will, after giving effect to all other contingent and fixed liabilities of such
Guarantor and after giving effect to any collections from or payments made by or
on behalf of any other Guarantor in respect of the obligations of such other
Guarantor under its Note Guarantee or pursuant to the following paragraph,
result in the obligations of such Guarantor under its Note Guarantee not
constituting such fraudulent transfer or conveyance.

     In order to provide for just and equitable contribution among the
Guarantors, the Guarantors agree, inter se, that in the event any payment or
                                  ----- --                                  
distribution is made by any Guarantor (a "Funding Guarantor") under its Note
                                          -----------------                 
Guarantee, such Funding Guarantor shall be entitled to a contribution from all
other Guarantors in a pro rata amount based on the Adjusted Net Assets of each
                      --- ----                                                
Guarantor (including the Funding Guarantor) for all payments, damages and
expenses incurred by that Funding Guarantor in discharging the Company's
obligations with respect to the Notes or any other Guarantor's obligations with
respect to its Note Guarantee.  "Adjusted Net Assets" of such Guarantor at any
date shall mean the lesser of the amount by which (x) the fair value of the
property of such Guarantor exceeds the total amount of liabilities, including,
without limitation, contingent liabilities (after giving effect to all other
fixed and contingent liabilities incurred or assumed on such date), but
excluding liabilities under the Note Guarantee, of such Guarantor at such date
and (y) the present fair salable value of the assets of such Guarantor at such
date exceeds the amount that will be required to pay the probable liability of
such Guarantor on its debts (after giving effect to all other fixed and
contingent liabilities incurred or assumed on such date and after giving effect
to any collection from any Subsidiary of such Guarantor in respect of the
obligations of such Subsidiary under the Note Guarantee of such Guarantor),
excluding debt in respect of its Note Guarantee, as they become absolute and
matured.

     Each of the Guarantors hereby waives diligence, presentment, demand of
payment, filing of claims with a court in the event of merger or bankruptcy of
the Company, any right to require a proceeding first against the Company, the
benefit of discussion, protest or notice with respect to any such Note or the
debt evidenced thereby and all demands whatsoever (except as specified above),
and covenants that this Note Guarantee will not be discharged as to any such
Note except by payment in full of the principal thereof and interest thereon and
as provided in Sections 8.01,  8.02 and 8.03. In the event of any declaration of
acceleration of such obligations as provided in Article Six, such obligations
(whether or not due and payable) shall forthwith become due and payable by the
Guarantors for the purposes of this Article Ten.  In addition, without limiting
the foregoing provisions, upon the effectiveness of an acceleration under
Article Six, the Trustee shall promptly make a demand for payment on the Notes
under the Note Guarantee provided for in this Article Ten.
<PAGE>
 
     The obligations of each Guarantor under its Note Guarantee are independent
of the obligations Guaranteed by such Guarantor hereunder, and a separate action
or actions may be brought and prosecuted by the Trustee on behalf of, or by, the
Holders, subject to the terms and conditions set forth in this Indenture,
against a Guarantor to enforce this Guarantee, irrespective of whether any
action is brought against the Company or whether the Company is joined in any
such action or actions.

     If the Trustee or the Holder is required by any court or otherwise to
return to the Company or any Guarantor, or any custodian, receiver, liquidator,
trustee, sequestrator or other similar official acting in relation to Company or
such Guarantor, any amount paid to the Trustee or such Holder in respect of a
Note, this Note Guarantee, to the extent theretofore discharged, shall be
reinstated in full force and effect.  Each of the Guarantors further agrees, to
the fullest extent that it may lawfully do so, that, as between it, on the one
hand, and the Holders and the Trustee, on the other hand, the maturity of the
obligations Guaranteed hereby may be accelerated as provided in Article Six
hereof for the purposes of this Note Guarantee, notwithstanding any stay,
injunction or other prohibition extant under any applicable bankruptcy law
preventing such acceleration in respect of the obligations Guaranteed hereby.

     Each of the Guarantors hereby irrevocably waives any claim or other rights
which it may now or hereafter acquire against the Company or any other Guarantor
that arise from the existence, payment, performance or enforcement of its
obligations under this Note Guarantee and this Indenture, including, without
limitation, any right of subrogation, reimbursement, exoneration, contribution,
indemnification, any right to participate in any claim or remedy of the Holders
against the Company or any Guarantor or any collateral which any such Holder or
the Trustee on behalf of such Holder hereafter acquires, whether or not such
claim, remedy or right arises in equity, or under contract, statute or common
law, including, without limitation, the right to take or receive from the
Company or a Guarantor, directly or indirectly, in cash or other property or by
set-off or in any other manner, payment or security on account of such claim or
other rights.  If any amount shall be paid to a Guarantor in violation of the
preceding sentence and the principal of, premium, if any, and accrued interest
on the Notes shall not have been paid in full, such amount shall be deemed to
have been paid to such Guarantor for the benefit of, and held in trust for the
benefit of, the Holders, and shall forthwith be paid to the Trustee for the
benefit of the Holders to be credited and applied upon the principal of,
premium, if any, and accrued interest on the Notes.  Each of the Guarantors
acknowledges that it will receive direct and indirect benefits from the issuance
of the Notes pursuant to this Indenture and that the waivers set forth in this
Section 10.01 are knowingly made in contemplation of such benefits.

     The Note Guarantee set forth in this Section 10.01 shall not be valid or
become obligatory for any purpose with respect to a Note until the certificate
of authentication on such Note shall have been signed by or on behalf of the
Trustee.
<PAGE>
 
     SECTION 10.02  Obligations Unconditional.  Nothing contained in this
                    -------------------------                            
Article Ten or elsewhere in this Indenture or in the Notes is intended to or
shall impair, as among any Guarantor and the holders of the Notes, the
obligation of such Guarantor, which is absolute and unconditional, upon failure
by the Company, to pay to the holders of the Notes the principal of, premium, if
any, and interest on the Notes as and when the same shall become due and payable
in accordance with their terms, or is intended to or shall affect the relative
rights of the Holders and creditors of such Guarantor, nor shall anything herein
or therein prevent any Holder or the Trustee on their behalf from exercising all
remedies otherwise permitted by applicable law upon default under this
Indenture.

     Without limiting the foregoing, nothing contained in this Article Ten will
restrict the right of the Trustee or the Holders to take any action to declare
the Note Guarantee to be due and payable prior to the Stated Maturity of any
Notes pursuant to Section 6.02 or to pursue any rights or remedies hereunder.

     SECTION 10.03  Release of Note Guarantees.  The Note Guarantee issued by
                    --------------------------                               
any Guarantor or Restricted Subsidiary will be automatically and unconditionally
released and discharged upon (i) any sale, exchange or transfer to any Person
not an Affiliate of the Company of all of the Company's Capital Stock in, or all
or substantially all the assets of, such Guarantor or Restricted Subsidiary or
(ii) the designation of such Guarantor or Restricted Subsidiary as an
Unrestricted Subsidiary, in each case in compliance with the terms of this
Indenture.

     SECTION 10.04  Notice to Trustee.  A Guarantor shall give prompt written
                    -----------------                                        
notice to the Trustee of any fact known to such Guarantor which would prohibit
the making of any payment to or by the Trustee in respect of the Note Guarantee
pursuant to the provisions of this Article Thirteen.

     SECTION 10.05  This Article Not to Prevent Events of Default.  The failure
                    ---------------------------------------------              
to make a payment on account of principal of, premium, if any, or interest on
the Notes by reason of any provision of this Article Ten will not be construed
as preventing the occurrence of an Event of Default.


                                ARTICLE ELEVEN
                                 MISCELLANEOUS
 
     SECTION 11.01.  Trust Indenture Act of 1939. Prior to the effectiveness of
                     ---------------------------                               
the Registration Statement, this Indenture shall incorporate and be governed by
the provisions of the TIA that are required to be part of and to govern
indentures qualified under the TIA.  After the effectiveness of the Registration
Statement, this Indenture shall be subject to the provisions of the TIA that are
required to be a part of this Indenture and shall, to the extent applicable, be
governed by such provisions.
<PAGE>
 
     SECTION 11.02.  Notices.  Any notice, request or communication shall be
                     -------                                                
sufficiently given if in writing and delivered in person, mailed by first-class
mail or sent by telecopier transmission addressed as follows:

     if to the Company:
     ----------------- 

          Marvel Enterprises, Inc.
          387 Park Avenue South, New York, NY 10016
          Telecopier No.:  (212) 576-8511
          Attention:  Corporate Secretary

     if to the Trustee:
     ----------------- 

          IBJ Whitehall Bank & Trust Company
          One State Street, New York, NY 10004
          Telecopier No.:  (212) 858-2952
          Attention:  Corporate Finance Trust Services

     The Company or the Trustee by notice to the other may designate additional
or different addresses for subsequent notices or communications.

     Any notice or communication mailed to a Holder shall be mailed to it at its
address as it appears on the Security Register by first-class mail and shall be
sufficiently given to him if so mailed within the time prescribed.  Any notice
or communication shall also be so mailed to any Person described in TIA Section
313(c), to the extent required by the TIA.  Copies of any such communication or
notice to a Holder shall also be mailed to the Trustee and each Agent at the
same time.

     Failure to mail a notice or communication to a Holder as provided herein or
any defect in any such notice or communication shall not affect its sufficiency
with respect to other Holders.  Except for a notice to the Trustee, which is
deemed given only when received, and except as otherwise provided in this
Indenture, if a notice or communication is mailed in the manner provided in this
Section 11.02, it is duly given, whether or not the addressee receives it.

     Where this Indenture provides for notice in any manner, such notice may be
waived in writing by the Person entitled to receive such notice, either before
or after the event, and such waiver shall be the equivalent of such notice.
Waivers of notice by Holders shall be filed with the Trustee, but such filing
shall not be a condition precedent to the validity of any action taken in
reliance upon such waiver.
<PAGE>
 
     In case by reason of the suspension of regular mail service or by reason of
any other cause it shall be impracticable to give such notice by mail, then such
notification as shall be made with the approval of the Trustee shall constitute
a sufficient notification for every purpose hereunder.

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

     SECTION 11.03.  Certificate and Opinion as to Conditions Precedent.  Upon
                     --------------------------------------------------       
any request or application by the Company to the Trustee to take any action
under this Indenture, the Company shall furnish to the Trustee:

          (i)   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

          (ii)  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:

          (i)   a statement that each person signing such certificate or opinion
     has read such covenant or condition and the definitions herein relating
     thereto;

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

          (iii) a statement that, in the opinion of each 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

          (iv)  a statement as to whether or not, in the opinion of each such
     person, such condition or covenant has been complied with; provided,
     however, that, with respect to matters of fact, an Opinion of Counsel may
     rely on an Officers' Certificate or certificates of public officials.

     SECTION 11.05.  Rules by Trustee, Paying Agent or Registrar.  The Trustee
                     -------------------------------------------              
may make reasonable rules for action by or at a meeting of Holders.  The Paying
Agent or Registrar may make reasonable rules for its functions.
<PAGE>
 
     SECTION 11.06.  Payment Date Other Than a Business Day.  If an Interest
                     --------------------------------------                 
Payment Date, Redemption Date, Payment Date, Stated Maturity or date of maturity
of any Note shall not be a Business Day, then payment of principal of, premium,
if any, or interest on such Note, as the case may be, need not be made on such
date, but may be made on the next succeeding Business Day with the same force
and effect as if made on the Interest Payment Date, Payment Date or Redemption
Date, or at the Stated Maturity or date of maturity of such Note; provided that
no interest shall accrue for the period from and after such Interest Payment
Date, Payment Date, Redemption Date, Stated Maturity or date of maturity, as the
case may be.

     SECTION 11.07.  Governing Law.  This Indenture and the Notes shall be
                     -------------                                        
governed by the laws of the State of New York.  The Trustee, the Company and the
Holders agree to submit to the jurisdiction of the courts of the State of New
York in any action or proceeding arising out of or relating to this Indenture or
the Notes.

     SECTION 11.08.  No Adverse Interpretation of Other Agreements.  This
                     ---------------------------------------------       
Indenture may not be used to interpret another indenture, loan or debt agreement
of the Company or any Subsidiary of the Company.  Any such indenture, loan or
debt agreement may not be used to interpret this Indenture.

     SECTION 11.09.  No Recourse Against Others.  No recourse for the payment of
                     --------------------------                                 
the principal of, premium, if any, or interest on any of the Notes, or for any
claim based thereon or otherwise in respect thereof, and no recourse under or
upon any obligation, covenant or agreement of the Company contained in this
Indenture or in any of the Notes, or because of the creation of any Indebtedness
represented thereby, shall be had against any incorporator or against any past,
present or future partner, stockholder, other equityholder, officer, director,
employee or controlling person, as such, of the Company or of any successor
Person, either directly or through the Company or any successor Person, whether
by virtue of any constitution, statute or rule of law, or by the enforcement of
any assessment or penalty or otherwise; it being expressly understood that all
such liability is hereby expressly waived and released as a condition of, and as
a consideration for, the execution of this Indenture and the issue of the Notes.

     SECTION 11.10.  Successors.  All agreements of the Company in this
                     ----------                                        
Indenture and the Notes shall bind its successors.  All agreements of the
Trustee in this Indenture shall bind its successor.

     SECTION 11.11.  Duplicate Originals.  The parties may sign any number of
                     -------------------                                     
copies of this Indenture.  Each signed copy shall be an original, but all of
them together represent the same agreement.
<PAGE>
 
     SECTION 11.12.  Separability.  In case any provision in this Indenture or
                     ------------                                             
in the Notes shall be invalid, illegal or unenforceable, the validity, legality
and enforceability of the remaining provisions shall not in any way be affected
or impaired thereby.

     SECTION 11.13.  Table of Contents, Headings, Etc.  The Table of Contents,
                     --------------------------------                         
Cross-Reference Table and headings of the Articles and Sections of this
Indenture have been inserted for convenience of reference only, are not to be
considered a part hereof and shall in no way modify or restrict any of the terms
and provisions hereof.
<PAGE>
 
                                  SIGNATURES

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

                              MARVEL ENTERPRISES, INC


                              By: /s/ William H. Hardie, III
                                 ----------------------------------------  
                                  Name:  William H. Hardie, III
                                  Title: Executive Vice President, 
                                         Business Affairs and Secretary


                              MEI HOLDING COMPANY F CORP.


                              By: /s/ William H. Hardie, III
                                 ---------------------------------------- 
                                  Name:  William H. Hardie, III
                                  Title: Vice President and Secretary 


                              MEI HOLDING COMPANY S CORP.


                              By: /s/ William H. Hardie, III
                                 ----------------------------------------   
                                  Name:  William H. Hardie, III
                                  Title: Vice President and Secretary  


                              MEI HOLDING COMPANY FHF CORP.


                              By: /s/ William H. Hardie, III
                                 ----------------------------------------  
                                  Name:  William H. Hardie, III        
                                  Title: Vice President and Secretary  


                              MRV, INC.


                              By: /s/ William H. Hardie, III
                                 ----------------------------------------  
                                  Name:  William H. Hardie, III        
                                  Title: Vice President and Secretary  
<PAGE>
 
                                      88

                              MALIBU COMICS ENTERTAINMENT, INC.


                              By: /s/ William H. Hardie, III
                                 ----------------------------------------  
                                  Name:  William H. Hardie, III
                                  Title: Vice President and Secretary  


                              MARVEL CHARACTERS, INC.


                              By: /s/ William H. Hardie, III
                                 ----------------------------------------  
                                  Name:  William H. Hardie, III
                                  Title: Vice President and Secretary  


                              MARVEL ENTERTAINMENT GROUP, INC.


                              By: /s/ William H. Hardie, III
                                 ----------------------------------------
                                  Name:  William H. Hardie, III
                                  Title: Vice President and Secretary  


                              MARVEL RESTAURANT VENTURE CORP.


                              By: /s/ William H. Hardie, III
                                 ----------------------------------------  
                                  Name:  William H. Hardie, III
                                  Title: President and Secretary  


                              IBJ WHITEHALL BANK & TRUST COMPANY


                              By: /s/ Stephen J. Giurlando
                                 ----------------------------------------  
                                  Name:  Stephen J. Giurlando
                                  Title: Vice President 
<PAGE>
 
                                                                       EXHIBIT A
                                                                       ---------


                             [APPLICABLE LEGENDS]

                                [FACE OF NOTE]

                            MARVEL ENTERPRISES, INC

                           12% Senior Note due 2009

                                                [CUSIP][CINS][ISIN] [__________]


No. ____                                                            $250,000,000


     MARVEL ENTERPRISES, INC, a Delaware corporation (the "Company", which term
                                                           -------             
includes any successor under the Indenture hereinafter referred to), for value
received, promises to pay to _____________, or its registered assigns, the
principal sum of ____________ ($____) on June 15, 2009.

     Interest Payment Dates:  June 15 and December 15, commencing June 15, 1999.

     Regular Record Dates:  June 1 and December 1.

     MEI Holding Company F, a Delaware corporation, MEI Holding Company S Corp.,
a Delaware corporation, MEI Holding Company FHF Corp., a Delaware corporation,
MRV, Inc., a Delaware corporation, Malibu Comics Entertainment, Inc., a
California corporation, Marvel Characters, Inc., a Delaware corporation, Marvel
Entertainment Group, Inc., a Delaware corporation, and Marvel Restaurant Venture
Corp., a Delaware corporation (collectively, the "Guarantors" which term
                                                  ----------            
includes any successors under the Indenture hereinafter referred to and any
Restricted Subsidiary that provides a Note Guarantee pursuant to the Indenture),
have jointly and severally, fully and unconditionally guaranteed the payment of
principal of premium, if any, and interest on the Notes.

     Reference is hereby made to the further provisions of this Note set forth
on the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.
<PAGE>
 
     IN WITNESS WHEREOF, the Company has caused this Note to be signed manually
or by facsimile by its duly authorized officers.


                                  MARVEL ENTERPRISES, INC


                                  By:________________________________________
                                      Name:
                                      Title:

                                  By:________________________________________
                                      Name:
                                      Title:


                   (Trustee's Certificate of Authentication)

This is one of the 12% Senior Notes due 2009 described in the within-mentioned
Indenture.


Date:  [________,____]            IBJ WHITEHALL BANK & TRUST COMPANY,
                                         as Trustee

                                  By:________________________________________
                                      Authorized Signatory
<PAGE>
 
                            [REVERSE SIDE OF NOTE]

                            MARVEL ENTERPRISES, INC

                           12% Senior Note due 2009



1.  Principal and Interest.
    ---------------------- 

     The Company will pay the principal of this Note on June 15, 2009.

     The Company promises to pay interest on the principal amount of this Note
on each Interest Payment Date, as set forth below, at the rate per annum shown
above.

     Interest will be payable semiannually (to the holders of record of the
Notes at the close of business on the June 1 or December 1 immediately preceding
the Interest Payment Date) on each Interest Payment Date, commencing June 15,
1999 and no interest shall be paid on this Note prior to June 15, 1999.

     If an exchange offer (the "Exchange Offer") registered under the Securities
                                --------------                                  
Act is not consummated and a shelf registration statement (the "Shelf
                                                                -----
Registration Statement") under the Securities Act with respect to resales of the
----------------------                                                          
Notes is not declared effective by the Commission, on or before August 25, 1999
in accordance with the terms of the Registration Rights Agreement dated February
25, 1999 among the Company, each of the Guarantors and Morgan Stanley & Co.
Incorporated and Warburg Dillon Read LLC, the annual interest rate borne by the
Notes shall be increased by 0.5% from the rate shown above accruing from August
25, 1999, payable in cash semiannually, in arrears, on each Interest Payment
Date, commencing December 15, 1999 until the Exchange Offer is consummated or
the Shelf Registration Statement is declared effective.  The Holder of this Note
is entitled to the benefits of such Registration Rights Agreement.

     Interest on the Notes will accrue from the most recent date to which
interest has been paid or, if no interest has been paid, from February 25, 1999;
provided that, if there is no existing default in the payment of interest and
this Note is authenticated between a Regular Record Date referred to on the face
hereof and the next succeeding Interest Payment Date, interest shall accrue from
such Interest Payment Date.  Interest will be computed on the basis of a 360-day
year of twelve 30-day months.

     The Company shall pay interest on overdue principal and premium, if any,
and interest on overdue installments of interest, to the extent lawful, at a
rate per annum that is 2% in excess of the rate otherwise payable.
<PAGE>
 
2.  Method of Payment.
    ----------------- 

     The Company will pay interest (except defaulted interest) on the principal
amount of the Notes as provided above on each June 15 and December 15,
commencing June 15, 1999 to the persons who are Holders (as reflected in the
Security Register at the close of business on the June 1 or December 1
immediately preceding the Interest Payment Date), in each case, even if the Note
is cancelled on registration of transfer or registration of exchange after such
record date; provided that, with respect to the payment of principal, the
Company will make payment to the Holder that surrenders this Note to a Paying
Agent on or after June 15, 2009.

     The Company will pay principal, premium, if any, and as provided above,
interest in money of the United States that at the time of payment is legal
tender for payment of public and private debts.  However, the Company may pay
principal, premium, if any, and interest by its check payable in such money.  It
may mail an interest check to a Holder's registered address (as reflected in the
Security Register).  If a payment date is a date other than a Business Day at a
place of payment, payment may be made at that place on the next succeeding day
that is a Business Day and no interest shall accrue for the intervening period.

3.  Paying Agent and Registrar.
    -------------------------- 

     Initially, the Trustee will act as authenticating agent, Paying Agent and
Registrar.  The Company may change any authenticating agent, Paying Agent or
Registrar without notice.  The Company, any Subsidiary or any Affiliate of any
of them may act as Paying Agent, Registrar or co-Registrar.

4.  Indenture; Limitations.
    ---------------------- 

     The Company issued the Notes under an Indenture dated as of February 25,
1999 (the "Indenture"), among the Company, each of the Guarantors and IBJ
           ---------                                                     
Whitehall Bank & Trust Company, trustee (the "Trustee").  Capitalized terms
                                              -------                      
herein are used as defined in the Indenture unless otherwise indicated.  The
terms of the Notes include those stated in the Indenture and those made part of
the Indenture by reference to the Trust Indenture Act.  The Notes are subject to
all such terms, and Holders are referred to the Indenture and the Trust
Indenture Act for a statement of all such terms.  To the extent permitted by
applicable law, in the event of any inconsistency between the terms of this Note
and the terms of the Indenture, the terms of the Indenture shall control.

     The Notes are general unsecured obligations of the Company.

     The Company may, subject to Article Four of the Indenture and applicable
law, issue additional Notes under the Indenture.
<PAGE>
 
5.  Optional Redemption.
    ------------------- 

     The Notes are redeemable, at the Company's option, in whole or in part, at
any time or from time to time, on or after June 15, 2004 and prior to maturity,
upon not less than 30 nor more than 60 days' prior notice mailed by first class
mail to each Holder's last address, as it appears in the Security Register, at
the following Redemption Prices (expressed in percentages of principal amount),
plus accrued and unpaid interest to the Redemption Date (subject to the right of
Holders of record on the relevant Regular Record Date that is prior to the
Redemption Date to receive interest due on an Interest Payment Date), if
redeemed during the 12-month period commencing June 15 of the years set forth
below:

<TABLE>
<CAPTION>
                   Year                          Redemption Price
                   ----                          ----------------
                  <S>                            <C>
                  2004......................        106.000%
 
                  2005......................        104.000%
 
                  2006......................        102.000%
 
                  2007 and thereafter.......        100.000%
</TABLE>

     At any time prior to June 15, 2002, the Company may redeem up to 35% of the
aggregate principal amount of the Notes with the Net Cash Proceeds of one or
more sales of Capital Stock of the Company (other than Disqualified Stock), at
any time as a whole or from time to time in part, at a Redemption Price
(expressed as a percentage of principal amount) of 112%, plus accrued and unpaid
interest to the Redemption Date (subject to the rights of Holders of record on
the relevant Regular Record Date that is prior to the Redemption Date to receive
interest due on an Interest Payment Date); provided that (i) at least 65% of the
aggregate principal amount of Notes originally issued on the Closing Date
remains outstanding after each such redemption and (ii) notice of such
redemption shall be mailed within 60 days of the related sale of Capital Stock.

     Notes in original denominations larger than $1,000 may be redeemed in part.
On and after the Redemption Date, interest ceases to accrue on Notes or portions
of Notes called for redemption, unless the Company defaults in the payment of
the Redemption Price.

6.  Repurchase upon Change of Control.
    --------------------------------- 

     Upon the occurrence of any Change of Control, each Holder shall have the
right to require the repurchase of its Notes by the Company in cash pursuant to
the offer described in the Indenture at a purchase price equal to 101% of the
principal amount thereof plus accrued and unpaid interest, if any, to the date
of purchase (the "Payment Date").
                  ------------   

     A notice of such Change of Control will be mailed within 30 days after any
Change of Control occurs to each Holder at its last address as it appears in the
Security Register.  Notes in 
<PAGE>
 
original denominations larger than $1,000 may be sold to the Company in part. On
and after the Payment Date, interest ceases to accrue on Notes or portions of
Notes surrendered for purchase by the Company, unless the Company defaults in
the payment of the purchase price.

7.  Denominations; Transfer; Exchange.
    --------------------------------- 

     The Notes are in registered form without coupons in denominations of $1,000
of principal amount and multiples of $1,000 in excess thereof. A Holder may
register the transfer or exchange of Notes in accordance with the Indenture. The
Registrar may require a Holder, among other things, to furnish appropriate
endorsements and transfer documents and to pay any taxes and fees required by
law or permitted by the Indenture. The Registrar need not register the transfer
or exchange of any Notes selected for redemption. Also, it need not register the
transfer or exchange of any Notes for a period of 15 days before the day of
mailing of a notice of redemption of Notes selected for redemption.

8.  Persons Deemed Owners.
    --------------------- 

     A Holder shall be treated as the owner of a Note for all purposes.

9.  Unclaimed Money.
    --------------- 

     If money for the payment of principal, premium, if any, or interest remains
unclaimed for two years, the Trustee and the Paying Agent will pay the money
back to the Company at its request. After that, Holders entitled to the money
must look to the Company for payment, unless an abandoned property law
designates another Person, and all liability of the Trustee and such Paying
Agent with respect to such money shall cease.

10. Discharge Prior to Redemption or Maturity.
    ----------------------------------------- 

     If the Company deposits with the Trustee money or U.S. Government
Obligations sufficient to pay the then outstanding principal of, premium, if
any, and accrued interest on the Notes (a) to redemption or maturity, the
Company will be discharged from the Indenture and the Notes, except in certain
circumstances for certain provisions thereof, and (b) to the Stated Maturity,
the Company will be discharged from certain covenants set forth in the
Indenture.

11. Amendment; Supplement; Waiver.
    ----------------------------- 

     Subject to certain exceptions, the Indenture or the Notes may be amended or
supplemented with the consent of the Holders of at least a majority in principal
amount of the Notes then outstanding, and any existing default or compliance
with any provision may be waived with the consent of the Holders of at least a
majority in principal amount of the Notes then outstanding. Without notice to or
the consent of any Holder, the parties thereto may amend or supplement the
<PAGE>
 
Indenture or the Notes to, among other things, cure any ambiguity, defect or
inconsistency and make any change that does not materially and adversely affect
the rights of any Holder.

12. Restrictive Covenants.
    --------------------- 

     The Indenture imposes certain limitations on the ability of the Company and
its Restricted Subsidiaries, among other things, to Incur additional
Indebtedness, make Restricted Payments, suffer to exist restrictions on the
ability of Restricted Subsidiaries to make certain payments to the Company,
issue Capital Stock of Restricted Subsidiaries, Guarantee Indebtedness of the
Company, engage in transactions with Affiliates, suffer to exist or incur Liens,
enter into sale-leaseback transactions, use the proceeds from Asset Sales, or
merge, consolidate or transfer substantially all of its assets. Within 45 days
after the end of each fiscal quarter (90 days after the end of the last fiscal
quarter of each year), the Company shall deliver to the Trustee an Officers'
Certificate stating whether or not the signers thereof know of any Default or
Event of Default under such restrictive covenants.

13. Successor Persons.
    ----------------- 

     When a successor person or other entity assumes all the obligations of its
predecessor under the Notes and the Indenture, the predecessor person will be
released from those obligations.

14. Defaults and Remedies.
    --------------------- 

     Any of the following events constitutes an "Event of Default" under the
Indenture:

          (a) default in the payment of principal of (or premium, if any, on)
any Note when the same becomes due and payable at maturity, upon acceleration,
redemption or otherwise;

          (b) default in the payment of interest on any Note when the same
     becomes due and payable, and such default continues for a period of 30
     days;

          (c) default in the performance or breach of the provisions of the
     Indenture applicable to mergers, consolidations and transfers of all or
     substantially all of the assets of the Company or the failure to make or
     consummate an Offer to Purchase in accordance with Section 4.11 or Section
     4.12 of the Indenture;

          (d) the Company or any Guarantor defaults in the performance of or
     breaches any other covenant or agreement of the Company in the Indenture or
     under the Notes (other than a default specified in clause (a), (b) or (c)
     above) and such default or breach continues for a period of 30 consecutive
     days after written notice by the Trustee or the Holders of 25% or more in
     aggregate principal amount of the Notes;
<PAGE>
 
          (e) there occurs with respect to any issue or issues of Indebtedness
     of the Company, any Guarantor or any Significant Subsidiary having an
     outstanding principal amount of $5 million or more in the aggregate for all
     such issues of all such Persons, whether such Indebtedness now exists or
     shall hereafter be created, (A) an event of default that has caused the
     holder thereof to declare such Indebtedness to be due and payable prior to
     its Stated Maturity and such Indebtedness has not been discharged in full
     or such acceleration has not been rescinded or annulled within 30 days of
     such acceleration and/or (B) the failure to make a principal payment at the
     final (but not any interim) fixed maturity and such defaulted payment shall
     not have been made, waived or extended within 30 days of such payment
     default;

          (f) any final judgment or order (not covered by insurance) for the
     payment of money in excess of $5 million in the aggregate for all such
     final judgments or orders against all such Persons (treating any
     deductibles, self-insurance or retention as not so covered) shall be
     rendered against the Company, any Guarantor or any Significant Subsidiary
     and shall not be paid or discharged, and there shall be any period of 30
     consecutive days following entry of the final judgment or order that causes
     the aggregate amount for all such final judgments or orders outstanding and
     not paid or discharged against all such Persons to exceed $5 million during
     which a stay of enforcement of such final judgment or order, by reason of a
     pending appeal or otherwise, shall not be in effect;

          (g) a court having jurisdiction in the premises enters a decree or
     order for (A) relief in respect of the Company, any Guarantor or any
     Significant Subsidiary in an involuntary case under any applicable
     bankruptcy, insolvency or other similar law now or hereafter in effect, (B)
     appointment of a receiver, liquidator, assignee, custodian, trustee,
     sequestrator or similar official of the Company, any Guarantor or any
     Significant Subsidiary or for all or substantially all of the property and
     assets of the Company, any Guarantor or any Significant Subsidiary or (C)
     the winding up or liquidation of the affairs of the Company, any Guarantor
     or any Significant Subsidiary and, in each case, such decree or order shall
     remain unstayed and in effect for a period of 30 consecutive days;

          (h) the Company, any Guarantor or any Significant Subsidiary (A)
     commences a voluntary case under any applicable bankruptcy, insolvency or
     other similar law now or hereafter in effect, or consents to the entry of
     an order for relief in an involuntary case under any such law, (B) consents
     to the appointment of or taking possession by a receiver, liquidator,
     assignee, custodian, trustee, sequestrator or similar official of the
     Company, any Guarantor or any Significant Subsidiary or for all or
     substantially all of the property and assets of the Company, any Guarantor
     or any Significant Subsidiary or (C) effects any general assignment for the
     benefit of creditors; or

          (i) except as permitted by the Indenture, any Guarantor repudiates its
     obligations under any Note Guarantee.
<PAGE>
 
     If an Event of Default, as defined in the Indenture, occurs and is
continuing, the Trustee may, and at the direction of the Holders of at least 25%
in aggregate principal amount of the Notes then outstanding shall, declare all
the Notes to be due and payable.  If a bankruptcy or insolvency default with
respect to the Company or any Guarantor occurs and is continuing, the Notes
automatically become due and payable.  Holders may not enforce the Indenture or
the Notes except as provided in the Indenture.  The Trustee may require
indemnity satisfactory to it before it enforces the Indenture or the Notes.
Subject to certain limitations, Holders of at least a majority in principal
amount of the Notes then outstanding may direct the Trustee in its exercise of
any trust or power.

15. Guarantee.
    --------- 

     The Company's obligations under the Notes are fully and unconditionally
guaranteed, jointly and severally, by the Guarantors.

16. Trustee Dealings with the 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,
the Guarantors or their Affiliates and may otherwise deal with the Company, the
Guarantors or their Affiliates as if it were not the Trustee.

17. No Recourse Against Others.
    -------------------------- 

     No incorporator or any past, present or future partner, stockholder, other
equityholder, officer, director, employee or controlling person, as such, of the
Company or of any successor Person shall have any liability for any obligations
of the Company under the Notes or the Indenture or for any claim based on, in
respect of or by reason of, such obligations or their creation. Each Holder by
accepting a Note waives and releases all such liability. The waiver and release
are part of the consideration for the issuance of the Notes.

18. Authentication.
    -------------- 

     This Note shall not be valid until the Trustee or authenticating agent
signs the certificate of authentication on the other side of this Note.

19. Abbreviations.
    ------------- 

     Customary abbreviations may be used in the name of a Holder or an assignee,
such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties),
JT TEN (= joint tenants with right of survivorship and not as tenants in
common), CUST (= Custodian) and U/G/M/A (= Uniform Gifts to Minors Act).
<PAGE>
 
     The Company will furnish a copy of the Indenture to any Holder upon written
request and without charge.  Requests may be made to Marvel Enterprises, Inc,
387 Park Avenue South, New York, New York 10016; Attention: Chief Financial
Officer.
<PAGE>
 
                           [FORM OF TRANSFER NOTICE]


     FOR VALUE RECEIVED the undersigned registered holder hereby sell(s),
assign(s) and transfer(s) unto

Insert Taxpayer Identification No.
---------------------------------

________________________________________________________________________________
Please print or typewrite name and address including zip code of assignee

________________________________________________________________________________
the within Note and all rights thereunder, hereby irrevocably constituting and
appointing ____________________________________________________________________
attorney to transfer said Note on the books of the Company with full power of
substitution in the premises.


[THE FOLLOWING PROVISION TO BE INCLUDED ON ALL NOTES OTHER THAN EXCHANGE NOTES,
                     UNLEGENDED OFFSHORE GLOBAL NOTES AND 
                          UNLEGENDED PHYSICAL NOTES]

     In connection with any transfer of this Note occurring prior to the date
which is the earlier of (i) the date the Shelf Registration Statement is
declared effective or (ii) the end of the period referred to in Rule 144(k)
under the Securities Act, the undersigned confirms that without utilizing any
general solicitation or general advertising that:

                                  [Check One]
                                   --------- 

[ ] (a)  this Note is being transferred in compliance with the exemption from
         registration under the Securities Act of 1933 provided by Rule 144A
         thereunder.

                                      or
                                      --

[ ] (b)  this Note is being transferred other than in accordance with (a) above
         and documents are being furnished which comply with the conditions of
         transfer set forth in this Note and the Indenture.
<PAGE>
 
If none of the foregoing boxes is checked, the Trustee or other Registrar shall
not be obligated to register this Note in the name of any Person other than the
Holder hereof unless and until the conditions to any such transfer of
registration set forth herein and in Section 2.08 of the Indenture shall have
been satisfied.

Date:__________________  _____________________________________________________
                         NOTICE: The signature to this assignment must
                         correspond with the name as written upon the face of
                         the within-mentioned instrument in every particular,
                         without alteration or any change whatsoever.

     Signature must be guaranteed by a participant in a recognized signature
guaranty medallion program or other signature guarantor acceptable to the
Trustee.

TO BE COMPLETED BY PURCHASER IF (a) ABOVE IS CHECKED.

     The undersigned represents and warrants that it is purchasing this Note for
its own account or an account with respect to which it exercises sole investment
discretion and that it and any such account is a "qualified institutional buyer"
within the meaning of Rule 144A under the Securities Act of 1933 and is aware
that the sale to it is being made in reliance on Rule 144A and acknowledges that
it has received such information regarding the Company as the undersigned has
requested pursuant to Rule 144A or has determined not to request such
information and that it is aware that the transferor is relying upon the
undersigned's foregoing representations in order to claim the exemption from
registration provided by Rule 144A.

Dated:_________________       ________________________________________________
                              NOTICE:  To be executed by an executive officer
<PAGE>
 
                      OPTION OF HOLDER TO ELECT PURCHASE


     If you wish to have this Note purchased by the Company pursuant to Section
4.11 or 4.12 of the Indenture, check the Box:[_] 

     If you wish to have a portion of this Note purchased by the Company
pursuant to Section 4.11 or 4.12 of the Indenture, state the amount (in
principal amount at maturity): $___________________.


Date:  ________________

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

Signature Guarantee:  ______________________________

     Signature must be guaranteed by a participant in a recognized signature
guaranty medallion program or other signature guarantor acceptable to the
Trustee.
<PAGE>
 
                                                                       EXHIBIT B
                                                                       ---------

                              Form of Certificate
                              -------------------

                                                                  _________, ___


IBJ Whitehall Bank & Trust Company
One State Street, New York, New York 10004
Attention: Corporate Trust Department


                 Re:  Marvel Enterprises, Inc. (the "Company")
                                                     -------  
                    12% Senior Notes due 2009 (the "Notes")
                    ---------------------------------------

Dear Sirs:

    This letter relates to U.S. $_______________ principal amount of Notes
represented by a Note (the "Legended Note") which bears a legend outlining
                            -------------                                 
restrictions upon transfer of such Legended Note.  Pursuant to Section 2.02 of
the Indenture dated as of February 25, 1999 (the "Indenture") relating to the
                                                  ---------                  
Notes, we hereby certify that we are (or we will hold such securities on behalf
of) a person outside the United States to whom the Notes could be transferred in
accordance with Rule 904 of Regulation S promulgated under the U.S. Securities
Act of 1933.  Accordingly, you are hereby requested to exchange the legended
certificate for an unlegended certificate representing an identical principal
amount of Notes, all in the manner provided for in the Indenture.

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

                                  Very truly yours,

                                  [Name of Holder]


                                  By:___________________________________________
                                     Authorized Signature
<PAGE>
 
                                                                       EXHIBIT C
                                                                       ---------

                           Form of Certificate to Be
                         Delivered in Connection with
                   Transfers to Non-QIB Accredited Investors
                   -----------------------------------------

                                                                  _________, ___
                                                            

IBJ Whitehall Bank & Trust Company
One State Street, New York, New York 10004
Attention: Corporate Trust Department

                 Re:  Marvel Enterprises, Inc. (the "Company")
                                                     -------  
                    12% Senior Notes due 2009 (the "Notes")
                    ---------------------------------------

Dear Sirs:

     In connection with our proposed purchase of $__________________ aggregate
principal amount of the Notes, we confirm that:

     1.  We understand that any subsequent transfer of the Notes is subject to
certain restrictions and conditions set forth in the Indenture dated as of
February 25, 1999 (the "Indenture") relating to the Notes and the undersigned
                        ---------                                            
agrees to be bound by, and not to resell, pledge or otherwise transfer the Notes
except in compliance with such restrictions and conditions and the Securities
Act of 1933, amended (the "Securities Act").
                           --------------   

     2.  We understand that the offer and sale of the Notes have not been
registered under the Securities Act, and that the Notes may not be offered or
sold except as permitted in the following sentence.  We agree, on our own behalf
and on behalf of any accounts for which we are acting as hereinafter stated,
that if we should sell any Notes within the time period referred to in Rule
144(k) of the Securities Act, we will do so only (A) to the Company or any
subsidiary thereof, (B) in accordance with Rule 144A under the Securities Act to
a "qualified institutional buyer" (as defined therein), (C) to an institutional
"accredited investor" (as defined below) that, prior to such transfer, furnishes
(or has furnished on its behalf by a U.S. broker-dealer) to you and to the
Company a signed letter substantially in the form of this letter and, if such
transfer is in respect of an aggregate principal amount of less than $100,000,
an opinion of counsel acceptable to the Company that such transfer is in
compliance with the Securities Act, (D) outside the United States in accordance
with Rule 904 of Regulation S under the Securities Act, (E) pursuant to the
exemption from registration provided by Rule 144 under the Securities Act (if
available) or (F) pursuant to an effective registration statement under the
Securities Act, and we further agree to provide to any person purchasing any of
the Notes from us a notice advising such purchaser that resales of the Notes are
restricted as stated herein.
<PAGE>
 
     3.  We understand that, on any proposed resale of any Notes, we will be
required to furnish to you and the Company such certifications, legal opinions
and other information as you and the Company may reasonably require to confirm
that the proposed sale complies with the foregoing restrictions.  We further
understand that the Notes purchased by us will bear a legend to the foregoing
effect.

     4.  We are an institutional "accredited investor" (as defined in Rule
501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) and have
such knowledge and experience in financial and business matters as to be capable
of evaluating the merits and risks of our investment in the Notes, and we and
any accounts for which we are acting are each able to bear the economic risk of
our or its investment.

     5.  We are acquiring the Notes purchased by us for our own account or for
one or more accounts (each of which is an institutional "accredited investor")
                                                         -------------------  
as to each of which we exercise sole investment discretion.

     You and the Company are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any interested
party in any administrative or legal proceedings or official inquiry with
respect to the matters covered hereby.

                                     Very truly yours,

                                     [Name of Transferee]


                                     By:________________________________________
                                        Authorized Signature
                                        
<PAGE>
 
                                                                       EXHIBIT D
                                                                       ---------

                    Form of Certificate to Be Delivered in
              Connection with Transfers Pursuant to Regulation S
              --------------------------------------------------
                                 
                                 
                                                                  _________, ___


IBJ Whitehall Bank & Trust Company
One State Street, New York, New York 10004
Attention: Corporate Trust Department

                 Re:  Marvel Enterprises, Inc. (the "Company")
                                                     -------  
                    12% Senior Notes due 2009 (the "Notes")
                    ---------------------------------------

Dear Sirs:

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

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

     (2)  at the time the buy order was originated, the transferee was outside
the United States or we and any person acting on our behalf reasonably believed
that the transferee was outside the United States;

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

     (4)  the transaction is not part of a plan or scheme to evade the
registration requirements of the U.S. Securities Act of 1933.

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

                                   Very truly yours,
     
                                   [Name of Transferor]
     
                                   By:__________________________________________
                                      Authorized Signature