<PAGE>

                                                                    EXHIBIT 4.15

            FORM OF INDENTURE TO BE ENTERED INTO BETWEEN THE COMPANY
                            AND A TRUSTEE TO BE NAMED

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

                            ATRIX LABORATORIES, INC.

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

                                    INDENTURE

                           DATED AS OF _________, 200_

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

                                [NAME OF TRUSTEE]

                                     TRUSTEE

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

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                   PAGE
<S>                                                                                                                <C>
ARTICLE I.            DEFINITIONS AND INCORPORATION BY REFERENCE................................................     3

         Section 1.1           Definitions......................................................................     3

         Section 1.2           Other Definitions................................................................     8

         Section 1.3           Incorporation by Reference of Trust Indenture Act................................     8

         Section 1.4           Rules of Construction............................................................     9

ARTICLE II.           THE SECURITIES............................................................................     9

         Section 2.1           Issuable in Series...............................................................     9

         Section 2.2           Establishment of Terms of Series of Securities...................................     9

         Section 2.3           Execution and Authentication.....................................................    12

         Section 2.4           Registrar and Paying Agent.......................................................    13

         Section 2.5           Paying Agent to Hold Money in Trust..............................................    13

         Section 2.6           Securityholder Lists.............................................................    13

         Section 2.7           Transfer and Exchange............................................................    14

         Section 2.8           Mutilated, Destroyed, Lost and Stolen Securities.................................    14

         Section 2.9           Outstanding Securities...........................................................    15

         Section 2.10          Treasury Securities..............................................................    15

         Section 2.11          Temporary Securities.............................................................    15

         Section 2.12          Cancellation.....................................................................    16

         Section 2.13          Defaulted Interest...............................................................    16

         Section 2.14          Global Securities................................................................    16

         Section 2.15          CUSIP Numbers....................................................................    17

ARTICLE III.          REDEMPTION................................................................................    17

         Section 3.1           Notice to Trustee................................................................    17

         Section 3.2           Selection of Securities to be Redeemed...........................................    18

         Section 3.3           Notice of Redemption.............................................................    18

         Section 3.4           Effect of Notice of Redemption...................................................    18

         Section 3.5           Deposit of Redemption Price......................................................    19

         Section 3.6           Securities Redeemed in Part......................................................    19

ARTICLE IV.           COVENANTS.................................................................................    19

         Section 4.1           Payment of Principal and Interest................................................    19
</TABLE>

                                      -i-

<PAGE>

                                TABLE OF CONTENTS
                                   (continued)

<TABLE>
<CAPTION>
                                                                                                                   PAGE
<S>                                                                                                                <C>
         Section 4.2           SEC Reports......................................................................    19

         Section 4.3           Compliance Certificate...........................................................    19

         Section 4.4           Stay, Extension and Usury Laws...................................................    19

         Section 4.5           Corporate Existence..............................................................    20

         Section 4.6           Taxes............................................................................    20

ARTICLE V.            SUCCESSORS................................................................................    20

         Section 5.1           When Company May Merge, Etc......................................................    20

         Section 5.2           Successor Corporation Substituted................................................    20

ARTICLE VI.           DEFAULTS AND REMEDIES.....................................................................    21

         Section 6.1           Events of Default................................................................    21

         Section 6.2           Acceleration of Maturity; Rescission and Annulment...............................    22

         Section 6.3           Collection of Indebtedness and Suits for Enforcement by Trustee..................    23

         Section 6.4           Trustee May File Proofs of Claim.................................................    24

         Section 6.5           Trustee May Enforce Claims Without Possession of Securities......................    24

         Section 6.6           Application of Money Collected...................................................    24

         Section 6.7           Limitation on Suits..............................................................    25

         Section 6.8           Unconditional Right of Holders to Receive Principal and Interest.................    25

         Section 6.9           Restoration of Rights and Remedies...............................................    25

         Section 6.10          Rights and Remedies Cumulative...................................................    26

         Section 6.11          Delay or Omission Not Waiver.....................................................    26

         Section 6.12          Control by Holders...............................................................    26

         Section 6.13          Waiver of Past Defaults..........................................................    26

         Section 6.14          Undertaking for Costs............................................................    26

ARTICLE VII.          TRUSTEE...................................................................................    27

         Section 7.1           Duties of Trustee................................................................    27

         Section 7.2           Rights of Trustee................................................................    28

         Section 7.3           Individual Rights of Trustee.....................................................    29

         Section 7.4           Trustee's Disclaimer.............................................................    29

         Section 7.5           Notice of Defaults...............................................................    29
</TABLE>

                                      -ii-

<PAGE>

                                TABLE OF CONTENTS
                                   (continued)

<TABLE>
<CAPTION>
                                                                                                                   PAGE
<S>                                                                                                                <C>
         Section 7.6           Reports by Trustee to Holders....................................................    29

         Section 7.7           Compensation and Indemnity.......................................................    29

         Section 7.8           Replacement of Trustee...........................................................    30

         Section 7.9           Successor Trustee by Merger, etc.................................................    31

         Section 7.10          Eligibility; Disqualification....................................................    31

         Section 7.11          Preferential Collection of Claims Against Company................................    31

ARTICLE VIII.         SATISFACTION AND DISCHARGE; DEFEASANCE....................................................    31

         Section 8.1           Satisfaction and Discharge of Indenture..........................................    31

         Section 8.2           Application of Trust Funds; Indemnification......................................    32

         Section 8.3           Legal Defeasance of Securities of any Series.....................................    33

         Section 8.4           Covenant Defeasance..............................................................    35

         Section 8.5           Repayment to Company.............................................................    36

         Section 8.6           Reinstatement....................................................................    36

ARTICLE IX.           AMENDMENTS AND WAIVERS....................................................................    36

         Section 9.1           Without Consent of Holders.......................................................    36

         Section 9.2           With Consent of Holders..........................................................    37

         Section 9.3           Limitations......................................................................    37

         Section 9.4           Compliance with Trust Indenture Act..............................................    38

         Section 9.5           Revocation and Effect of Consents................................................    38

         Section 9.6           Notation on or Exchange of Securities............................................    38

         Section 9.7           Trustee Protected................................................................    38

ARTICLE X.            MISCELLANEOUS.............................................................................    38

         Section 10.1          Trust Indenture Act Controls.....................................................    38

         Section 10.2          Notices..........................................................................    39

         Section 10.3          Communication by Holders with Other Holders......................................    39

         Section 10.4          Certificate and Opinion as to Conditions Precedent...............................    39

         Section 10.5          Statements Required in Certificate or Opinion....................................    40

         Section 10.6          Rules by Trustee and Agents......................................................    40

         Section 10.7          Legal Holidays...................................................................    40

         Section 10.8          No Recourse Against Others.......................................................    40
</TABLE>

                                     -iii-

<PAGE>

                                TABLE OF CONTENTS
                                   (continued)

<TABLE>
<CAPTION>
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<S>                                                                                                                <C>
         Section 10.9          Counterparts.....................................................................    40

         Section 10.10         Governing Laws...................................................................    40

         Section 10.11         No Adverse Interpretation of Other Agreements....................................    41

         Section 10.12         Successors.......................................................................    41

         Section 10.13         Severability.....................................................................    41

         Section 10.14         Table of Contents, Headings, Etc.................................................    41

         Section 10.15         Securities in a Foreign Currency or in Euros.....................................    41

         Section 10.16         Judgment Currency................................................................    42

ARTICLE XI.           SINKING FUNDS.............................................................................    42

         Section 11.1          Applicability of Article.........................................................    42

         Section 11.2          Satisfaction of Sinking Fund Payments with Securities............................    42

         Section 11.3          Redemption of Securities for Sinking Fund........................................    43

ARTICLE XII.          SUBORDINATION OF SECURITIES...............................................................    43

         Section 12.1          Agreement of Subordination.......................................................    43

         Section 12.2          Payments to Holders..............................................................    44

         Section 12.3          Subrogation of Securities........................................................    46

         Section 12.4          Authorization to Effect Subordination............................................    47

         Section 12.5          Notice to Trustee................................................................    47

         Section 12.6          Trustee's Relation to Senior Indebtedness........................................    48

         Section 12.7          No Impairment of Subordination...................................................    48

         Section 12.8          Article Applicable to Paying Agents..............................................    49

         Section 12.9          Senior Indebtedness Entitled to Rely.............................................    49
</TABLE>

                                      -iv-

<PAGE>

                            ATRIX LABORATORIES, INC.

         Reconciliation and tie between Trust Indenture Act of 1939 and
                     Indenture, dated as of _________, 200_

<TABLE>
<S>                                                                             <C>
Section 310(a)(1)...........................................................    7.10
           (a)(2)...........................................................    7.10
           (a)(3)...........................................................    Not Applicable
           (a)(4)...........................................................    Not Applicable
           (a)(5)...........................................................    7.10
           (b)..............................................................    7.10
Section 311(a)..............................................................    7.11
           (b)..............................................................    7.11
           (c)..............................................................    Not Applicable
Section 312(a)..............................................................    6
           (b)..............................................................    10.3
           (c)..............................................................    10.3
Section 313(a)..............................................................    7.6
           (b)(1)...........................................................    7.6
           (b)(2)...........................................................    7.6
           (c)(1)...........................................................    7.6
           (d)..............................................................    7.6
Section 314(a)..............................................................    4.2, 10.5
           (b)..............................................................    Not Applicable
           (c)(1)...........................................................    10.4
           (c)(2)...........................................................    10.4
           (c)(3)...........................................................    Not Applicable
           (d)..............................................................    Not Applicable
           (e)..............................................................    10.5
           (f)..............................................................    Not Applicable
Section 315(a)..............................................................    1
           (b)..............................................................    7.5
           (c)..............................................................    7.1
           (d)..............................................................    7.1
           (e)..............................................................    6.14
Section 316(a)..............................................................    2.10
           (a)(1)(A)........................................................    6.12
           (a)(1)(B)........................................................    6.13
           (b)..............................................................    6.8
</TABLE>

<PAGE>

<TABLE>
<S>                                                                            <C>
Section 317(a)(1)...........................................................   6.3
           (a)(2)...........................................................   6.4
           (b)..............................................................   2.5
Section 318(a)..............................................................   10.1
</TABLE>

Note: This reconciliation and tie shall not, for any purpose, be deemed to be
part of the Indenture.

                                     - 2 -

<PAGE>

         Indenture dated as of ___________, 200_ between Atrix Laboratories,
Inc., a Delaware corporation ("Company"), and [Name of Trustee], a
________________ ("Trustee").

         Each party agrees as follows for the benefit of the other party and for
the equal and ratable benefit of the Holders of the Securities issued under this
Indenture.

                                   ARTICLE I.
                   DEFINITIONS AND INCORPORATION BY REFERENCE

         SECTION 1.1 DEFINITIONS.

         "Additional Amounts" means any additional amounts that are required
hereby or by any Security, under circumstances specified herein or therein, to
be paid by the Company in respect of certain taxes imposed on Holders specified
therein and that are owing to such Holders.

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

         "Agent" means any Registrar, Paying Agent, Service Agent or
authenticating agent.

         "Authorized Newspaper" means a newspaper in an official language of the
country of publication customarily published at least once a day for at least
five days in each calendar week and of general circulation in the place in
connection with which the term is used. If it shall be impractical to make any
publication of any notice required hereby in an Authorized Newspaper, any
publication or other notice in lieu thereof that is made or given by the Trustee
shall constitute a sufficient publication of such notice.

         "Bearer" means anyone in possession from time to time of a Bearer
Security.

         "Bearer Security" means any Security, including any interest coupon
appertaining thereto, that does not provide for the identification of the Holder
thereof.

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

         "Board Resolution" means a copy of a resolution certified by the
Secretary or an Assistant Secretary of the Company to have been adopted by the
Board of Directors (or pursuant to authorization by the Board of Directors) and
to be in full force and effect on the date of the certificate, and delivered to
the Trustee.

         "Business Day" means, unless otherwise provided by Board Resolution,
Officers' Certificate or supplemental indenture hereto for a particular Series,
any day except a Saturday,

                                     - 3 -

<PAGE>

Sunday or a legal holiday in The City of New York on which banking institutions
are authorized or required by law, regulation or executive order to close.

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

         "Company Order" means a written order signed in the name of the Company
by two Officers, one of whom must be the Company's chief executive officer,
chief financial officer or principal accounting officer.

         "Company Request" means a written request signed in the name of the
Company by its Chairman of the Board, a President or a Vice President, and by
its Treasurer, an Assistant Treasurer, its Secretary or an Assistant Secretary,
and delivered to the Trustee.

         "Corporate Trust Office" means the office of the Trustee at which at
any particular time its corporate trust business shall be principally
administered.

         "Debt" of any person as of any date means, without duplication, all
indebtedness of such person in respect of borrowed money, including all
interest, fees and expenses owed in respect thereto (whether or not the recourse
of the lender is to the whole of the assets of such person or only to a portion
thereof), or evidenced by bonds, notes, debentures or similar instruments.

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

         "Depository" means, with respect to the Securities of any Series
issuable or issued in whole or in part in the form of one or more Global
Securities, the person designated as Depository for such Series by the Company,
which Depository shall be a clearing agency registered under the Exchange Act;
and if at any time there is more than one such person, "Depository" as used with
respect to the Securities of any Series shall mean the Depository with respect
to the Securities of such Series.

         "Designated Senior Indebtedness" means any of our Senior Indebtedness
that expressly provides that it is "Designated Senior Indebtedness" for purposes
of this Indenture (provided that the instrument, agreement or other document
creating or evidencing such Senior Indebtedness may place limitations and
conditions on the right of such Senior Indebtedness to exercise the rights of
Designated Senior Indebtedness).

         "Discount Security" means any Security that provides for an amount less
than the stated principal amount thereof to be due and payable upon declaration
of acceleration of the maturity thereof pursuant to Section 6.2.

         "Dollars" means the lawful currency of The United States of America.

         "euro" means the single currency introduced at the start of the third
stage of economic and monetary union pursuant to the Treaty establishing the
European Community, as amended by the Treaty on European Union.

                                     - 4 -

<PAGE>

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

         "Foreign Currency" means any currency or currency unit issued by a
government other than the government of The United States of America.

         "Foreign Government Obligations" means with respect to Securities of
any Series that are denominated in a Foreign Currency, (i) direct obligations of
the government that issued or caused to be issued such currency for the payment
of which obligations its full faith and credit is pledged or (ii) obligations of
a person controlled or supervised by or acting as an agency or instrumentality
of such government the timely payment of which is unconditionally guaranteed as
a full faith and credit obligation by such government, which, in either case
under clauses (i) or (ii), are not callable or redeemable at the option of the
issuer thereof.

         "Global Security" or "Global Securities" means a Security or
Securities, as the case may be, in the form established pursuant to Section 2.2
evidencing all or part of a Series of Securities, issued to the Depository for
such Series or its nominee, and registered in the name of such Depository or
nominee.

         "Holder" or "Securityholder" means a person in whose name a Security is
registered or the holder of a Bearer Security.

         "Indebtedness" means, with respect to any person, and without
duplication, (a) all indebtedness, obligations and other liabilities (contingent
or otherwise) of such person for borrowed money (including obligations of the
Company in respect of overdrafts, foreign exchange contracts, currency exchange
agreements, interest rate protection agreements, and any loans or advances from
banks, whether or not evidenced by notes or similar instruments) or evidenced by
bonds, debentures, notes or similar instruments (whether or not the recourse of
the lender is to the whole of the assets of such person or to only a portion
thereof) (other than any account payable or other accrued current liability or
obligation incurred in the ordinary course of business in connection with the
obtaining of materials or services), (b) all reimbursement obligations and other
liabilities (contingent or otherwise) of such person with respect to letters of
credit, bank guarantees or bankers' acceptances, (c) all obligations and
liabilities (contingent or otherwise) in respect of leases of such person
required, in conformity with generally accepted accounting principles, to be
accounted for as capitalized lease obligations on the balance sheet of such
person and all obligations and other liabilities (contingent or otherwise) under
any lease or related document (including a purchase agreement) in connection
with the lease of real property which provides that such person is contractually
obligated to purchase or cause a third party to purchase the leased property and
thereby guarantee a minimum residual value of the leased property to the lessor
and the obligations of such person under such lease or related document to
purchase or to cause a third party to purchase such leased property, (d) all
obligations of such person (contingent or otherwise) with respect to an interest
rate or other swap, cap or collar agreement or other similar instrument or
agreement or foreign currency hedge, exchange, purchase or similar instrument or
agreement, (e) all direct or indirect guaranties or similar agreements by such
person in respect of, and obligations or liabilities (contingent or otherwise)
of such person to purchase or otherwise acquire or otherwise assure a creditor
against loss in respect of indebtedness, obligations or liabilities of another
person of the kind described in clauses (a) through (d), (f) any indebtedness or
other obligations described in clauses (a) through

                                     - 5 -

<PAGE>

(e) secured by any mortgage, pledge, lien or other encumbrance existing on
property which is owned or held by such person, regardless of whether the
indebtedness or other obligation secured thereby shall have been assumed by such
person and (g) any and all refinancings, replacements, deferrals, renewals,
extensions and refundings of, or amendments, modifications or supplements to,
any indebtedness, obligation or liability of the kind described in clauses (a)
through (f).

         "Indenture" means this Indenture as amended from time to time and shall
include the form and terms of particular Series of Securities established as
contemplated hereunder.

         "Maturity," when used with respect to any Security or installment of
principal thereof, means the date on which the principal of such Security or
such installment of principal becomes due and payable as therein or herein
provided, whether at the Stated Maturity or by declaration of acceleration, call
for redemption, notice of option to elect repayment or otherwise.

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

         "Officers' Certificate" means a certificate signed by two Officers, one
of whom must be the Company's principal executive officer, principal financial
officer or principal accounting officer.

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

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

         "principal" of a Security means the principal amount of the Security
plus, when appropriate, the premium, if any, on, and any Additional Amounts in
respect of, the Security.

         "Representative" means the (a) indenture trustee or other trustee,
agent or representative for any Senior Indebtedness or (b) with respect to any
Senior Indebtedness that does not have any such trustee, agent or other
representative, (i) in the case of such Senior Indebtedness issued pursuant to
an agreement providing for voting arrangements as among the holders or owners of
such Senior Indebtedness, any holder or owner of such Senior Indebtedness acting
with the consent of the required persons necessary to bind such holders or
owners of such Senior Indebtedness and (ii) in the case of all other such Senior
Indebtedness, the holder or owner of such Senior Indebtedness.

         "Responsible Officer" means any officer of the Trustee in its Corporate
Trust Office and also means, with respect to a particular corporate trust
matter, any other officer to whom any corporate trust matter is referred because
of his or her knowledge of and familiarity with a particular subject.

         "SEC" means the Securities and Exchange Commission.

                                     - 6 -

<PAGE>

         "Securities" means the debentures, notes or other debt instruments of
the Company of any Series authenticated and delivered under this Indenture.

         "Senior Indebtedness" means the principal, premium, if any, interest,
including any interest accruing after bankruptcy, and rent or termination
payment on or other amounts due on our current or future Indebtedness, whether
created, incurred, assumed, guaranteed or in effect guaranteed by us, including
any deferrals, renewals, extensions, refundings, amendments, modifications or
supplements to the above. However, Senior Indebtedness does not include: (i)
Indebtedness that expressly provides that it shall not be senior in right of
payment to the Securities or expressly provides that it is on the same basis or
junior to the Securities; (ii) our indebtedness to any of our majority-owned
subsidiaries; and (iii) the Securities.

         "Series" or "Series of Securities" means each series of debentures,
notes or other debt instruments of the Company created pursuant to Sections 2.1
and 2.2 hereof.

         "Significant Subsidiary" means (i) any direct or indirect Subsidiary of
the Company that would be a "significant subsidiary" as defined in Article 1,
Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act of 1933,
as amended, as such regulation is in effect on the date hereof, or (ii) any
group of direct or indirect Subsidiaries of the Company that, taken together as
a group, would be a "significant subsidiary" as defined in Article 1, Rule 1-02
of Regulation S-X, promulgated pursuant to the Securities Act of 1933, as
amended, as such regulation is in effect on the date hereof.

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

         "Subsidiary" of any specified person means any corporation of which at
least a majority of the outstanding stock having by the terms thereof ordinary
voting power for the election of directors of such corporation (irrespective of
whether or not at the time stock of any other class or classes of such
corporation shall have or might have voting power by reason of the happening of
any contingency) is at the time directly or indirectly owned by such person, or
by one or more other Subsidiaries, or by such person and one or more other
Subsidiaries.

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

         "Trustee" means the person named as the "Trustee" in the first
paragraph of this instrument until a successor Trustee shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Trustee" shall mean or include each person who is then a Trustee hereunder, and
if at any time there is more than one such person, "Trustee" as used with
respect to the Securities of any Series shall mean the Trustee with respect to
Securities of that Series.

         "U.S. Government Obligations" means securities which are (i) direct
obligations of The United States of America for the payment of which its full
faith and credit is pledged or

                                     - 7 -

<PAGE>

(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, and which in the case of (i) and (ii) are not callable or
redeemable at the option of the issuer thereof, 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 evidenced by such
depository receipt.

         SECTION 1.2 OTHER DEFINITIONS.

<TABLE>
<CAPTION>
              TERM                                         DEFINED IN SECTION
              ----                                         ------------------
<S>                                                        <C>
"Bankruptcy Law"                                                   1
"Custodian"                                                       6.1
"Event of Default"                                                6.1
"Journal"                                                        10.15
"Judgment Currency"                                              10.16
"Legal Holiday"                                                   10.7
"mandatory sinking fund payment"                                  11.1
"Market Exchange Rate"                                           10.15
"New York Banking Day"                                           10.16
"optional sinking fund payment"                                   11.1
"Paying Agent"                                                    2.4
"Payment Blockage Notice"                                         12.2
"Registrar"                                                       2.4
"Required Currency"                                              10.16
"Service Agent"                                                   2.4
"successor person"                                                5.1
</TABLE>

         SECTION 1.3 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:

         "Commission" means the SEC.

         "indenture securities" means the Securities.

         "indenture security holder" means a Securityholder.

         "indenture to be qualified" means this Indenture.

         "indenture trustee" or "institutional trustee" means the Trustee.

                                     - 8 -

<PAGE>

         "obligor" on the indenture securities means the Company and any
successor obligor upon the Securities.

         All other terms used in this Indenture that are defined by the TIA,
defined by TIA reference to another statute or defined by SEC rule under the TIA
and not otherwise defined herein are used herein as so defined.

         SECTION 1.4 RULES OF CONSTRUCTION. Unless the context otherwise
requires:

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

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

                  (c)      references to "generally accepted accounting
         principles" shall mean generally accepted accounting principles in
         effect as of the time when and for the period as to which such
         accounting principles are to be applied;

                  (d)      "or" is not exclusive;

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

                  (f)      provisions apply to successive events and
         transactions.

                                  ARTICLE II.
                                 THE SECURITIES

         SECTION 2.1 ISSUABLE IN SERIES. The aggregate principal amount of
Securities that may be authenticated and delivered under this Indenture is
unlimited. The Securities may be issued in one or more Series. All Securities of
a Series shall be identical except as may be set forth in a Board Resolution, a
supplemental indenture or an Officers' Certificate detailing the adoption of the
terms thereof pursuant to the authority granted under a Board Resolution. In the
case of Securities of a Series to be issued from time to time, the Board
Resolution, Officers' Certificate or supplemental indenture may provide for the
method by which specified terms (such as interest rate, maturity date, record
date or date from which interest shall accrue) are to be determined. Securities
may differ between Series in respect of any matters, provided that all Series of
Securities shall be equally and ratably entitled to the benefits of the
Indenture, but all Securities issued hereunder shall be subordinate and junior
in right of payment, to the extent and in the manner set forth in Article XII,
to all Senior Indebtedness of the Company.

         SECTION 2.2 ESTABLISHMENT OF TERMS OF SERIES OF SECURITIES. At or prior
to the issuance of any Securities within a Series, the following shall be
established (as to the Series generally, in the case of Subsection 2.2(a), and
either as to such Securities within the Series or as to the Series generally, in
the case of Subsections 2.2(b) through 2.2(v)) by a Board Resolution, a
supplemental indenture or an Officers' Certificate pursuant to authority granted
under a Board Resolution:

                                     - 9 -

<PAGE>

                  (a)      the title of the Series (which shall distinguish the
         Securities of that particular Series from the Securities of any other
         Series);

                  (b)      the price or prices (expressed as a percentage of the
         principal amount thereof) at which the Securities of the Series will be
         issued;

                  (c)      any limit upon the aggregate principal amount of the
         Securities of the Series which may be authenticated and delivered under
         this Indenture (except for Securities authenticated and delivered upon
         registration of transfer of, or in exchange for, or in lieu of, other
         Securities of the Series pursuant to Section 2.7, 2.8, 2.11, 3.6 or
         9.6);

                  (d)      the date or dates on which the principal of the
         Securities of the Series is payable;

                  (e)      the rate or rates (which may be fixed or variable)
         per annum or, if applicable, the method used to determine such rate or
         rates (including, but not limited to, any commodity, commodity index,
         stock exchange index or financial index) at which the Securities of the
         Series shall bear interest, if any, the date or dates from which such
         interest, if any, shall accrue, the date or dates on which such
         interest, if any, shall commence and be payable and any regular record
         date for the interest payable on any interest payment date;

                  (f)      the place or places where the principal of and
         interest, if any, on the Securities of the Series shall be payable, or
         the method of such payment, if by wire transfer, mail or other means;

                  (g)      if applicable, the period or periods within which,
         the price or prices at which and the terms and conditions upon which
         the Securities of the Series may be redeemed, in whole or in part, at
         the option of the Company;

                  (h)      the obligation, if any, of the Company to redeem or
         purchase the Securities of the Series pursuant to any sinking fund or
         analogous provisions or at the option of a Holder thereof and the
         period or periods within which, the price or prices at which and the
         terms and conditions upon which Securities of the Series shall be
         redeemed or purchased, in whole or in part, pursuant to such
         obligation;

                  (i)      the dates, if any, on which and the price or prices
         at which the Securities of the Series will be repurchased by the
         Company at the option of the Holders thereof and other detailed terms
         and provisions of such repurchase obligations;

                  (j)      if other than denominations of $1,000 and any
         integral multiple thereof, the denominations in which the Securities of
         the Series shall be issuable;

                  (k)      the forms of the Securities of the Series in bearer
         or fully registered form (and, if in fully registered form, whether the
         Securities will be issuable as Global Securities);

                                     - 10 -

<PAGE>

                  (l)      if other than the principal amount thereof, the
         portion of the principal amount of the Securities of the Series that
         shall be payable upon declaration of acceleration of the maturity
         thereof pursuant to Section 6.2;

                  (m)      the currency of denomination of the Securities of the
         Series, which may be Dollars or any Foreign Currency, including, but
         not limited to, the euro, and if such currency of denomination is a
         composite currency other than the euro, the agency or organization, if
         any, responsible for overseeing such composite currency;

                  (n)      the designation of the currency, currencies or
         currency units in which payment of the principal of and interest, if
         any, on the Securities of the Series will be made;

                  (o)      if payments of principal of or interest, if any, on
         the Securities of the Series are to be made in one or more currencies
         or currency units other than that or those in which such Securities are
         denominated, the manner in which the exchange rate with respect to such
         payments will be determined;

                  (p)      the manner in which the amounts of payment of
         principal of or interest, if any, on the Securities of the Series will
         be determined, if such amounts may be determined by reference to an
         index based on a currency or currencies or by reference to a commodity,
         commodity index, stock exchange index or financial index;

                  (q)      the provisions, if any, relating to any security
         provided for the Securities of the Series;

                  (r)      if the holders of Securities of the Series may
         convert or exchange the Securities into or for securities of the Issuer
         or of other entities or other property, the period or periods within
         which, the rate or rates at which and the terms and conditions upon
         which Securities of the Series may be converted or exchanged, in whole
         or in part;

                  (s)      any addition to or change in the Events of Default
         which applies to any Securities of the Series and any change in the
         right of the Trustee or the requisite Holders of such Securities to
         declare the principal amount thereof due and payable pursuant to
         Section 6.2;

                  (t)      any addition to or change in the covenants set forth
         in Articles IV or V which applies to Securities of the Series;

                  (u)      any other terms of the Securities of the Series
         (which terms shall not be inconsistent with the provisions of this
         Indenture, except as permitted by Section 9.1, but which may modify or
         delete any provision of this Indenture insofar as it applies to such
         Series); and

                  (v)      any depositories, interest rate calculation agents,
         exchange rate calculation agents or other agents with respect to
         Securities of such Series if other than those appointed herein.

                                     - 11 -

<PAGE>

         All Securities of any one Series need not be issued at the same time
and may be issued from time to time, consistent with the terms of this
Indenture, if so provided by or pursuant to the Board Resolution, supplemental
indenture or Officers' Certificate referred to above, and the authorized
principal amount of any Series may not be increased to provide for issuances of
additional Securities of such Series, unless otherwise provided in such Board
Resolution, supplemental indenture or Officers' Certificate.

         SECTION 2.3 EXECUTION AND AUTHENTICATION. Two Officers shall sign the
Securities for the Company by manual or facsimile signature.

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

         A Security shall not be valid until authenticated by the manual
signature of the Trustee or an authenticating agent. The signature shall be
conclusive evidence that the Security has been authenticated under this
Indenture.

         The Trustee shall at any time, and from time to time, authenticate
Securities for original issue in the principal amount provided in the Board
Resolution, supplemental indenture hereto or Officers' Certificate, upon receipt
by the Trustee of a Company Order. Such Company Order may authorize
authentication and delivery pursuant to oral or electronic instructions from the
Company or its duly authorized agent or agents, which oral instructions shall be
promptly confirmed in writing. Each Security shall be dated the date of its
authentication unless otherwise provided by a Board Resolution, a supplemental
indenture hereto or an Officers' Certificate.

         The aggregate principal amount of Securities of any Series outstanding
at any time may not exceed any limit upon the maximum principal amount for such
Series set forth in the Board Resolution, supplemental indenture hereto or
Officers' Certificate delivered pursuant to Section 2.2, except as provided in
Section 2.8.

         Prior to the issuance of Securities of any Series, the Trustee shall
have received and (subject to Section 7.2) shall be fully protected in relying
on: (a) the Board Resolution, supplemental indenture hereto or Officers'
Certificate establishing the form of the Securities of that Series or of
Securities within that Series and the terms of the Securities of that Series or
of Securities within that Series, (b) an Officers' Certificate complying with
Section 10.4, and (c) an Opinion of Counsel complying with Section 10.4.

         The Trustee shall have the right to decline to authenticate and deliver
any Securities of such Series: (a) if the Trustee, being advised by counsel,
determines that such action may not lawfully be taken; or (b) if the Trustee in
good faith by its board of directors or trustees, executive committee or a trust
committee of directors and/or vice-presidents shall determine that such action
would expose the Trustee to personal liability to Holders of any then
outstanding Series of Securities.

         The Trustee may appoint an authenticating agent acceptable to the
Company to authenticate Securities. An authenticating agent may authenticate
Securities whenever the Trustee may do so. Each reference in this Indenture to
authentication by the Trustee includes

                                     - 12 -

<PAGE>

authentication by such agent. An authenticating agent has the same rights as an
Agent to deal with the Company or an Affiliate.

         SECTION 2.4 REGISTRAR AND PAYING AGENT. The Company shall maintain,
with respect to each Series of Securities, at the place or places specified with
respect to such Series pursuant to Section 2.2, an office or agency where
Securities of such Series may be presented or surrendered for payment ("Paying
Agent"), where Securities of such Series may be surrendered for registration of
transfer or exchange ("Registrar") and where notices and demands to or upon the
Company in respect of the Securities of such Series and this Indenture may be
served ("Service Agent"). The Registrar shall keep a register with respect to
each Series of Securities and to their transfer and exchange. The Company will
give prompt written notice to the Trustee of the name and address, and any
change in the name or address, of each Registrar, Paying Agent or Service Agent.
If at any time the Company shall fail to maintain any such required Registrar,
Paying Agent or Service Agent or shall fail to furnish the Trustee with the name
and address thereof, such presentations, surrenders, notices and demands may be
made or served at the Corporate Trust Office of the Trustee, and the Company
hereby appoints the Trustee as its agent to receive all such presentations,
surrenders, notices and demands.

         The Company may also from time to time designate one or more
co-registrars, additional paying agents or additional service agents and may
from time to time rescind such designations; provided, however, that no such
designation or rescission shall in any manner relieve the Company of its
obligations to maintain a Registrar, Paying Agent and Service Agent in each
place so specified pursuant to Section 2.2 for Securities of any Series for such
purposes. The Company will give prompt written notice to the Trustee of any such
designation or rescission and of any change in the name or address of any such
co-registrar, additional paying agent or additional service agent. The term
"Registrar" includes any co-registrar; the term "Paying Agent" includes any
additional paying agent; and the term "Service Agent" includes any additional
service agent.

         The Company hereby appoints the Trustee the initial Registrar, Paying
Agent and Service Agent for each Series unless another Registrar, Paying Agent
or Service Agent, as the case may be, is appointed prior to the time Securities
of that Series are first issued.

         SECTION 2.5 PAYING AGENT TO HOLD MONEY IN TRUST. The Company shall
require each Paying Agent other than the Trustee to agree in writing that the
Paying Agent will hold in trust, for the benefit of Securityholders of any
Series of Securities, or the Trustee, all money held by the Paying Agent for the
payment of principal of or interest on the Series of Securities, and will notify
the Trustee of any default by the Company in making any such payment. While any
such default continues, the Trustee may require a Paying Agent to pay all money
held by it to the Trustee. The Company at any time may require a Paying Agent to
pay all money held by it to the Trustee. Upon payment over to the Trustee, the
Paying Agent (if other than the Company or a Subsidiary) shall have no further
liability for the money. If the Company or a Subsidiary acts as Paying Agent, it
shall segregate and hold in a separate trust fund for the benefit of
Securityholders of any Series of Securities all money held by it as Paying
Agent.

         SECTION 2.6 SECURITYHOLDER LISTS. The Trustee shall preserve in as
current a form as is reasonably practicable the most recent list available to it
of the names and addresses of

                                     - 13 -

<PAGE>

Securityholders of each Series of Securities and shall otherwise comply with TIA
Section 312(a). If the Trustee is not the Registrar, the Company shall furnish
to the Trustee at least ten days before each interest payment date and at such
other times as the Trustee may request in writing a list, in such form and as of
such date as the Trustee may reasonably require, of the names and addresses of
Securityholders of each Series of Securities.

         SECTION 2.7 TRANSFER AND EXCHANGE. Where Securities of a Series are
presented to the Registrar or a co-registrar with a request to register a
transfer or to exchange them for an equal principal amount of Securities of the
same Series, the Registrar shall register the transfer or make the exchange if
its requirements for such transactions are met. To permit registrations of
transfers and exchanges, the Trustee shall authenticate Securities at the
Registrar's request. No service charge shall be made for any registration of
transfer or exchange (except as otherwise expressly permitted herein), but the
Company may require payment of a sum sufficient to cover any transfer tax or
similar governmental charge payable in connection therewith (other than any such
transfer tax or similar governmental charge payable upon exchanges pursuant to
Sections 2.11, 3.6 or 9.6).

         Neither the Company nor the Registrar shall be required (a) to issue,
register the transfer of, or exchange Securities of any Series for the period
beginning at the opening of business fifteen days immediately preceding the
mailing of a notice of redemption of Securities of that Series selected for
redemption and ending at the close of business on the day of such mailing, or
(b) to register the transfer of or exchange Securities of any Series selected,
called or being called for redemption as a whole or the portion being redeemed
of any such Securities selected, called or being called for redemption in part.

         SECTION 2.8 MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES. If any
mutilated Security is surrendered to the Trustee, the Company shall execute and
the Trustee shall authenticate and deliver in exchange therefor a new Security
of the same Series and of like tenor and principal amount and bearing a number
not contemporaneously outstanding.

         If there shall be delivered to the Company and the Trustee (i) evidence
to their satisfaction of the destruction, loss or theft of any Security and (ii)
such security or indemnity as may be required by them to save each of them and
any agent of either of them harmless, then, in the absence of notice to the
Company or the Trustee that such Security has been acquired by a bona fide
purchaser, the Company shall execute and upon its request the Trustee shall
authenticate and make available for delivery, in lieu of any such destroyed,
lost or stolen Security, a new Security of the same Series and of like tenor and
principal amount and bearing a number not contemporaneously outstanding.

         In case any such mutilated, destroyed, lost or stolen Security has
become or is about to become due and payable, the Company in its discretion may,
instead of issuing a new Security, pay such Security.

         Upon the issuance of any new Security under this Section, the Company
may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee) connected therewith.

                                     - 14 -

<PAGE>

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

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

         SECTION 2.9 OUTSTANDING SECURITIES. The Securities outstanding at any
time are all the Securities authenticated by the Trustee except for those
canceled by it, those delivered to it for cancellation, those reductions in the
interest on a Global Security effected by the Trustee in accordance with the
provisions hereof and those described in this Section as not outstanding.

         If a Security is replaced pursuant to Section 2.8, it ceases to be
outstanding until the Trustee receives proof satisfactory to it that the
replaced Security is held by a bona fide purchaser.

         If the Paying Agent (other than the Company, a Subsidiary or an
Affiliate of any thereof) holds on the Maturity of Securities of a Series money
sufficient to pay such Securities payable on that date, then on and after that
date such Securities of the Series cease to be outstanding and interest on them
ceases to accrue.

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

         In determining whether the Holders of the requisite principal amount of
outstanding Securities have given any request, demand, authorization, direction,
notice, consent or waiver hereunder, the principal amount of a Discount Security
that shall be deemed to be outstanding for such purposes shall be the amount of
the principal thereof that would be due and payable as of the date of such
determination upon a declaration of acceleration of the Maturity thereof
pursuant to Section 6.2.

         SECTION 2.10 TREASURY SECURITIES. In determining whether the Holders of
the required principal amount of Securities of a Series have concurred in any
request, demand, authorization, direction, notice, consent or waiver Securities
of a Series owned by the Company or an Affiliate shall be disregarded, except
that for the purposes of determining whether the Trustee shall be protected in
relying on any such request, demand, authorization, direction, notice, consent
or waiver only Securities of a Series that the Trustee knows are so owned shall
be so disregarded.

         SECTION 2.11 TEMPORARY SECURITIES. Until definitive Securities are
ready for delivery, the Company may prepare and the Trustee shall authenticate
temporary Securities upon a Company Order. Temporary Securities shall be
substantially in the form of definitive Securities but may have variations that
the Company considers appropriate for temporary Securities. Without unreasonable
delay, the Company shall prepare and the Trustee upon request shall authenticate
definitive Securities of the same Series and date of maturity in exchange for

                                     - 15 -

<PAGE>

temporary Securities. Until so exchanged, temporary securities shall have the
same rights under this Indenture as the definitive Securities.

         SECTION 2.12 CANCELLATION. The Company at any time may deliver
Securities to the Trustee for cancellation. The Registrar and the Paying Agent
shall forward to the Trustee any Securities surrendered to them for registration
of transfer, exchange or payment. The Trustee shall cancel all Securities
surrendered for transfer, exchange, payment, replacement or cancellation and
shall destroy such canceled Securities (subject to the record retention
requirement of the Exchange Act) and deliver a certificate of such destruction
to the Company, unless the Company otherwise directs. The Company may not issue
new Securities to replace Securities that it has paid or delivered to the
Trustee for cancellation.

         SECTION 2.13 DEFAULTED INTEREST. If the Company defaults in a payment
of interest on a Series of Securities, it shall pay the defaulted interest,
plus, to the extent permitted by law, any interest payable on the defaulted
interest, to the persons who are Securityholders of the Series on a subsequent
special record date. The Company shall fix the record date and payment date. At
least 30 days before the record date, the Company shall mail to the Trustee and
to each Securityholder of the Series a notice that states the record date, the
payment date and the amount of interest to be paid. The Company may pay
defaulted interest in any other lawful manner.

         SECTION 2.14 GLOBAL SECURITIES.

                  (a)      Terms of Securities. A Board Resolution, a
         supplemental indenture hereto or an Officers' Certificate shall
         establish whether the Securities of a Series shall be issued in whole
         or in part in the form of one or more Global Securities and the
         Depository for such Global Security or Securities.

                  (b)      Transfer and Exchange. Notwithstanding any provisions
         to the contrary contained in Section 2.7 of the Indenture and in
         addition thereto, any Global Security shall be exchangeable pursuant to
         Section 2.7 of the Indenture for Securities registered in the names of
         Holders other than the Depository for such Security or its nominee only
         if (i) such Depository notifies the Company that it is unwilling or
         unable to continue as Depository for such Global Security or if at any
         time such Depository ceases to be a clearing agency registered under
         the Exchange Act, and, in either case, the Company fails to appoint a
         successor Depository within 90 days of such event, (ii) the Company
         executes and delivers to the Trustee an Officers' Certificate to the
         effect that such Global Security shall be so exchangeable or (iii) an
         Event of Default with respect to the Securities represented by such
         Global Security shall have happened and be continuing. Any Global
         Security that is exchangeable pursuant to the preceding sentence shall
         be exchangeable for Securities registered in such names as the
         Depository shall direct in writing in an aggregate principal amount
         equal to the principal amount of the Global Security with like tenor
         and terms.

         Except as provided in this Subsection 2.14(b, a Global Security may not
be transferred except as a whole by the Depository with respect to such Global
Security to a nominee of such Depository, by a nominee of such Depository to
such Depository or another nominee of such

                                     - 16 -

<PAGE>

Depository or by the Depository or any such nominee to a successor Depository
or a nominee of such a successor Depository.

                  (c)      Legend. Unless otherwise provided pursuant to Section
         2.2, any Global Security issued hereunder shall bear a legend in
         substantially the following form:

                  "This Security is a Global Security within the meaning of the
                  Indenture hereinafter referred to and is registered in the
                  name of the Depository or a nominee of the Depository. This
                  Security is exchangeable for Securities registered in the name
                  of a person other than the Depository or its nominee only in
                  the limited circumstances described in the Indenture, and may
                  not be transferred except as a whole by the Depository to a
                  nominee of the Depository, by a nominee of the Depository to
                  the Depository or another nominee of the Depository or by the
                  Depository or any such nominee to a successor Depository or a
                  nominee of such a successor Depository."

                  (d)      Acts of Holders. The Depository, as a Holder, may
         appoint agents and otherwise authorize participants to give or take any
         request, demand, authorization, direction, notice, consent, waiver or
         other action which a Holder is entitled to give or take under the
         Indenture.

                  (e)      Payments. Notwithstanding the other provisions of
         this Indenture, unless otherwise specified as contemplated by Section
         2.2, payment of the principal of, premium, if any, and interest, if
         any, on any Global Security shall be made to the Holder thereof.

                  (f)      Consents, Declaration and Directions. Except as
         provided in Subsection 2.14(c), the Company, the Trustee and any Agent
         shall treat a person as the Holder of such principal amount of
         outstanding Securities of such Series represented by a Global Security
         as shall be specified in a written statement of the Depositary with
         respect to such Global Security, for purposes of obtaining any
         consents, declarations, waivers or directions required to be given by
         the Holders pursuant to this Indenture.

         SECTION 2.15 CUSIP NUMBERS. The Company in issuing the Securities may
use "CUSIP" numbers (if then generally in use), and, if so, the Trustee shall
use "CUSIP" numbers in notices of redemption as a convenience to Holders;
provided that any such notice may state that no representation is made as to the
correctness of such numbers either as printed on the Securities or as contained
in any notice of a redemption and that reliance may be placed only on the other
elements of identification printed on the Securities, and any such redemption
shall not be affected by any defect in or omission of such numbers.

                                  ARTICLE III.
                                   REDEMPTION

         SECTION 3.1 NOTICE TO TRUSTEE. The Company may, with respect to any
Series of Securities, reserve the right to redeem and pay the Series of
Securities or may covenant to redeem and pay the Series of Securities or any
part thereof prior to the Stated Maturity thereof at such time and on such terms
as provided for in such Securities. If a Series of Securities is

                                     - 17 -

<PAGE>

redeemable and the Company wants or is obligated to redeem prior to the Stated
Maturity thereof all or part of the Series of Securities pursuant to the terms
of such Securities, it shall notify the Trustee of the redemption date and the
principal amount of Series of Securities to be redeemed. The Company shall give
the notice at least 45 days before the redemption date (or such shorter notice
as may be acceptable to the Trustee).

         SECTION 3.2 SELECTION OF SECURITIES TO BE REDEEMED. Unless otherwise
indicated for a particular Series by a Board Resolution, a supplemental
indenture or an Officers' Certificate, if less than all the Securities of a
Series are to be redeemed, the Trustee shall select the Securities of the Series
to be redeemed in any manner that the Trustee deems fair and appropriate. The
Trustee shall make the selection from Securities of the Series outstanding not
previously called for redemption. The Trustee may select for redemption portions
of the principal of Securities of the Series that have denominations larger than
$1,000. Securities of the Series and portions of them it selects shall be in
amounts of $1,000 or whole multiples of $1,000 or, with respect to Securities of
any Series issuable in other denominations pursuant to Subsection 2.2(j), the
minimum principal denomination for each Series and integral multiples thereof.
Provisions of this Indenture that apply to Securities of a Series called for
redemption also apply to portions of Securities of that Series called for
redemption.

         SECTION 3.3 NOTICE OF REDEMPTION. Unless otherwise indicated for a
particular Series by Board Resolution, a supplemental indenture hereto or an
Officers' Certificate, 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 Securities are to be redeemed and if any Bearer
Securities are outstanding, publish on one occasion a notice in an Authorized
Newspaper.

         The notice shall identify the Securities of the Series to be redeemed
and shall state:

                  (a)      the redemption date;

                  (b)      the redemption price;

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

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

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

                  (f)      any other information as may be required by the terms
         of the particular Series or the Securities of a Series being redeemed.

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

         SECTION 3.4 EFFECT OF NOTICE OF REDEMPTION. Once notice of redemption
is mailed or published as provided in Section 3.3, Securities of a Series called
for redemption become due and payable on the redemption date and at the
redemption price. A notice of redemption may not

                                     - 18 -

<PAGE>

be conditional. Upon surrender to the Paying Agent, such Securities shall be
paid at the redemption price plus accrued interest to the redemption date.

         SECTION 3.5 DEPOSIT OF REDEMPTION PRICE. On or before the redemption
date, the Company shall deposit with the Paying Agent money sufficient to pay
the redemption price of and accrued interest, if any, on all Securities to be
redeemed on that date.

         SECTION 3.6 SECURITIES REDEEMED IN PART. Upon surrender of a Security
that is redeemed in part, the Trustee shall authenticate for the Holder a new
Security of the same Series and the same maturity equal in principal amount to
the unredeemed portion of the Security surrendered.

                                   ARTICLE IV.
                                    COVENANTS

         SECTION 4.1 PAYMENT OF PRINCIPAL AND INTEREST. The Company covenants
and agrees for the benefit of the Holders of each Series of Securities that it
will duly and punctually pay the principal of and interest, if any, on the
Securities of that Series in accordance with the terms of such Securities and
this Indenture.

         SECTION 4.2 SEC REPORTS. The Company shall deliver to the Trustee
within 15 days after it files them with the SEC copies of the annual reports and
of the information, documents, and other reports (or copies of such portions of
any of the foregoing as the SEC may by rules and regulations prescribe) which
the Company is required to file with the SEC pursuant to Section 13 or 15(d) of
the Exchange Act. The Company also shall comply with the other provisions of TIA
Section 314(a).

         SECTION 4.3 COMPLIANCE CERTIFICATE. The Company shall deliver to the
Trustee, within 90 days after the end of each fiscal year of the Company, an
Officers' Certificate stating that a review of the activities of the Company and
its Subsidiaries during the preceding fiscal year has been made under the
supervision of the signing Officers with a view to determining whether the
Company has kept, observed, performed and fulfilled its obligations under this
Indenture, and further stating, as to each such Officer signing such
certificate, that to the best of his knowledge the Company has kept, observed,
performed and fulfilled each and every covenant contained in this Indenture and
is not in default in the performance or observance of any of the terms,
provisions and conditions hereof (or, if a Default or Event of Default shall
have occurred, describing all such Defaults or Events of Default of which he may
have knowledge).

         The Company will, so long as any of the Securities are outstanding,
deliver to the Trustee, forthwith upon becoming aware of any Default or Event of
Default, an Officers' Certificate specifying such Default or Event of Default
and what action the Company is taking or proposes to take with respect thereto.

         SECTION 4.4 STAY, EXTENSION AND USURY LAWS. The Company covenants (to
the extent that it may lawfully do so) that it will not at any time insist upon,
plead, or in any manner whatsoever claim or take the benefit or advantage of,
any stay, extension or usury law wherever enacted, now or at any time hereafter
in force, which may affect the covenants or the performance of this Indenture or
the Securities; and the Company (to the extent it may lawfully

                                     - 19 -

<PAGE>

do so) hereby expressly waives all benefit or advantage of any such law and
covenants that it will not, by resort to any such law, 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 has been enacted.

         SECTION 4.5 CORPORATE EXISTENCE. Subject to Article V, the Company will
do or cause to be done all things necessary to preserve and keep in full force
and effect its corporate existence and the corporate, partnership or other
existence of each Significant Subsidiary in accordance with the respective
organizational documents of each Significant Subsidiary and the rights (charter
and statutory), licenses and franchises of the Company and its Significant
Subsidiaries; provided, however, that the Company shall not be required to
preserve any such right, license or franchise, or the corporate, partnership or
other existence of any Significant Subsidiary, if the Board of Directors shall
determine that the preservation thereof is no longer desirable in the conduct of
the business of the Company and its Subsidiaries taken as a whole and that the
loss thereof is not adverse in any material respect to the Holders.

         SECTION 4.6 TAXES. The Company shall, and shall cause each of its
Significant Subsidiaries to, pay prior to delinquency all taxes, assessments and
governmental levies, except as contested in good faith and by appropriate
proceedings.

                                   ARTICLE V.
                                   SUCCESSORS

         SECTION 5.1 WHEN COMPANY MAY MERGE, ETC. The Company shall not
consolidate with or merge into, or convey, transfer or lease all or
substantially all of its properties and assets to, any person (a "successor
person"), and may not permit any person to merge into, or convey, transfer or
lease its properties and assets substantially as an entirety to, the Company,
unless:

                  (a)      the successor person (if any) is a corporation,
         partnership, trust or other entity organized and validly existing under
         the laws of any U.S. domestic jurisdiction and expressly assumes the
         Company's obligations on the Securities and under this Indenture and

                  (b)      immediately after giving effect to the transaction,
         no Default or Event of Default, shall have occurred and be continuing.

         The Company shall deliver to the Trustee prior to the consummation of
the proposed transaction an Officers' Certificate to the foregoing effect and an
Opinion of Counsel stating that the proposed transaction and such supplemental
indenture comply with this Indenture.

         SECTION 5.2 SUCCESSOR CORPORATION SUBSTITUTED. Upon any consolidation
or merger, or any sale, lease, conveyance or other disposition of all or
substantially all of the assets of the Company in accordance with Section 5.1,
the successor corporation formed by such consolidation or into or with which the
Company is merged or to which such sale, lease, conveyance or other disposition
is made shall succeed to, and be substituted for, and may exercise every right
and power of, the Company under this Indenture with the same effect as if such
successor person has been named as the Company herein; provided, however, that
the

                                     - 20 -

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predecessor Company in the case of a sale, lease, conveyance or other
disposition shall not be released from the obligation to pay the principal of
and interest, if any, on the Securities.

                                   ARTICLE VI.
                              DEFAULTS AND REMEDIES

         SECTION 6.1 EVENTS OF DEFAULT. "Event of Default," wherever used herein
with respect to Securities of any Series, means any one of the following events,
unless in the establishing Board Resolution, supplemental indenture or Officers'
Certificate, it is provided that such Series shall not have the benefit of said
Event of Default:

                  (a)      default in the payment of any interest on any
         Security of that Series when it becomes due and payable, and
         continuance of such default for a period of 30 days (unless the entire
         amount of such payment is deposited by the Company with the Trustee or
         with a Paying Agent prior to the expiration of such period of 30 days);
         or

                  (b)      default in the payment of the principal of any
         Security of that Series at its Maturity; or

                  (c)      default in the deposit of any sinking fund payment,
         when and as due in respect of any Security of that Series; or

                  (d)      default in the performance or breach of any covenant
         or of the Company in this Indenture (other than a covenant or warranty
         that has been included in this Indenture solely for the benefit of
         Series of Securities other than that Series), which default continues
         uncured for a period of 60 days after there has been given, by
         registered or certified mail, to the Company by the Trustee or to the
         Company and the Trustee by the Holders of at least 25% in principal
         amount of the outstanding Securities of that Series a written notice
         specifying such default or breach and requiring it to be remedied and
         stating that such notice is a "Notice of Default" hereunder; or

                  (e)      the Company or any of its Significant Subsidiaries
         pursuant to or within the meaning of any Bankruptcy Law:

                           (i)      commences a voluntary case,

                           (ii)     consents to the entry of an order for relief
                  against it in an involuntary case,

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

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

                           (v)      generally is unable to pay its debts as the
                  same become due; or

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

                                     - 21 -

<PAGE>

                           (i)      is for relief against the Company or any of
                  its Significant Subsidiaries in an involuntary case,

                           (ii)     appoints a Custodian of the Company or any
                  of its Significant Subsidiaries or for all or substantially
                  all of its property, or

                           (iii)    orders the liquidation of the Company or any
                  of its Significant Subsidiaries, and the order or decree
                  remains unstayed and in effect for 60 days; or

                  (g)      any other Event of Default provided with respect to
         Securities of that Series, which is specified in a Board Resolution, a
         supplemental indenture hereto or an Officers' Certificate, in
         accordance with Section 2.2(s).

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

         SECTION 6.2 ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT. If an
Event of Default with respect to Securities of any Series at the time
outstanding occurs and is continuing (other than an Event of Default referred to
in Section 6.1(e) or (f)) then in every such case the Trustee or the Holders of
not less than 25% in principal amount of the outstanding Securities of that
Series may declare the principal amount (or, if any Securities of that Series
are Discount Securities, such portion of the principal amount as may be
specified in the terms of such Securities) of and accrued and unpaid interest,
if any, on all of the Securities of that Series to be due and payable
immediately, by a notice in writing to the Company (and to the Trustee if given
by Holders), and upon any such declaration such principal amount (or specified
amount) and accrued and unpaid interest, if any, shall become immediately due
and payable. If an Event of Default specified in Section 6.1(e) or (f) shall
occur, the principal amount (or specified amount) of and accrued and unpaid
interest, if any, on all outstanding Securities shall ipso facto become and be
immediately due and payable without any declaration or other act on the part of
the Trustee or any Holder.

         At any time after such a declaration of acceleration with respect to
any Series has been made and before a judgment or decree for payment of the
money due has been obtained by the Trustee as hereinafter in this Article
provided, the Holders of a majority in principal amount of the outstanding
Securities of that Series, by written notice to the Company and the Trustee, may
rescind and annul such declaration and its consequences if:

                  (a)      the Company has paid or deposited with the Trustee a
         sum sufficient to pay

                           (i)      all overdue interest, if any, on all
                  Securities of that Series,

                           (ii)     the principal of any Securities of that
                  Series which have become due otherwise than by such
                  declaration of acceleration and interest thereon at the rate
                  or rates prescribed therefor in such Securities,

                                     - 22 -

<PAGE>

                           (iii)    to the extent that payment of such interest
                  is lawful, interest upon any overdue principal and overdue
                  interest at the rate or rates prescribed therefor in such
                  Securities, and

                           (iv)     all sums paid or advanced by the Trustee
                  hereunder and the reasonable compensation, expenses,
                  disbursements and advances of the Trustee, its agents and
                  counsel;

and

                  (b)      all Events of Default with respect to Securities of
         that Series, other than the non-payment of the principal of Securities
         of that Series which have become due solely by such declaration of
         acceleration, have been cured or waived as provided in Section 6.13.

         No such rescission shall affect any subsequent Default or impair any
right consequent thereon.

         SECTION 6.3 COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY
TRUSTEE. The Company covenants that if

                  (a)      default is made in the payment of any interest on any
         Security when such interest becomes due and payable and such default
         continues for a period of 30 days, or

                  (b)      default is made in the payment of principal of any
         Security at the Maturity thereof, or

                  (c)      default is made in the deposit of any sinking fund
         payment when and as due by the terms of a Security, then, the Company
         will, upon demand of the Trustee, pay to it, for the benefit of the
         Holders of such Securities, the whole amount then due and payable on
         such Securities for principal and interest and, to the extent that
         payment of such interest shall be legally enforceable, interest on any
         overdue principal or any overdue interest, at the rate or rates
         prescribed therefor in such Securities, and, in addition thereto, 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.

         If the Company fails to pay such amounts forthwith upon such demand,
the Trustee, in its own name and as trustee of an express trust, may institute a
judicial proceeding for the collection of the sums so due and unpaid, may
prosecute such proceeding to judgment or final decree and may enforce the same
against the Company or any other obligor upon such Securities and collect the
moneys adjudged or deemed to be payable in the manner provided by law out of the
property of the Company or any other obligor upon such Securities, wherever
situated.

         If an Event of Default with respect to any Securities of any Series
occurs and is continuing, the Trustee may in its discretion proceed to protect
and enforce its rights and the rights of the Holders of Securities of such
Series by such appropriate judicial proceedings as the Trustee shall deem most
effectual to protect and enforce any such rights, whether for the specific

                                     - 23 -

<PAGE>

enforcement of any covenant or agreement in this Indenture or in aid of the
exercise of any power granted herein, or to enforce any other proper remedy.

         SECTION 6.4 TRUSTEE MAY FILE PROOFS OF CLAIM. In case of the pendency
of any receivership, insolvency, liquidation, bankruptcy, reorganization,
arrangement, adjustment, composition or other judicial proceeding relative to
the Company or any other obligor upon the Securities or the property of the
Company or of such other obligor or their creditors, the Trustee (irrespective
of whether the principal of the Securities shall then be due and payable as
therein expressed or by declaration or otherwise and irrespective of whether the
Trustee shall have made any demand on the Company for the payment of overdue
principal or interest) shall be entitled and empowered, by intervention in such
proceeding or otherwise,

                  (a)      to file and prove a claim for the whole amount of
         principal and interest owing and unpaid in respect of the Securities
         and to file such 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 of the Holders
         allowed in such judicial proceeding, and

                  (b)      to collect and receive any moneys or other property
         payable or deliverable on 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 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 7.7.

         Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Securities
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 6.5 TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF
SECURITIES. All rights of action and claims under this Indenture or the
Securities may be prosecuted and enforced by the Trustee without the possession
of any of the Securities or the production thereof in any proceeding relating
thereto, and any such proceeding instituted by the Trustee shall be brought in
its own name as trustee of an express trust, and any recovery of judgment shall,
after provision for the payment of the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, be for the
ratable benefit of the Holders of the Securities in respect of which such
judgment has been recovered.

         SECTION 6.6 APPLICATION OF MONEY COLLECTED. Any money collected by the
Trustee pursuant to this Article shall be applied in the following order, at the
date or dates fixed by the Trustee and, in case of the distribution of such
money on account of principal or interest, upon presentation of the Securities
and the notation thereon of the payment if only partially paid and upon
surrender thereof if fully paid:

                                     - 24 -

<PAGE>

                  First:   To the payment of all amounts due the Trustee under
Section 7.7; and

                  Second:  To the payment of the amounts then due and unpaid for
principal of and interest on the Securities 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
Securities for principal and interest, respectively; and

                  Third:   To the Company.

         SECTION 6.7 LIMITATION ON SUITS. No Holder of any Security of any
Series shall have any right to institute any proceeding, judicial or otherwise,
with respect to this Indenture, or for the appointment of a receiver or trustee,
or for any other remedy hereunder, unless

                  (a)      such Holder has previously given written notice to
         the Trustee of a continuing Event of Default with respect to the
         Securities of that Series;

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

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

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

                  (e)      no direction inconsistent with such written request
         has been given to the Trustee during such 60-day period by the Holders
         of a majority in principal amount of the outstanding Securities of that
         Series; it being understood and intended that no one or more of such
         Holders shall have any right in any manner whatever by virtue of, or by
         availing of, any provision of this Indenture to affect, disturb or
         prejudice the rights of any other of such Holders, or to obtain or to
         seek to obtain priority or preference over any other of such Holders or
         to enforce any right under this Indenture, except in the manner herein
         provided and for the equal and ratable benefit of all such Holders.

         SECTION 6.8 UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL AND
INTEREST. Notwithstanding any other provision in this Indenture, the Holder of
any Security shall have the right, which is absolute and unconditional, to
receive payment of the principal of and interest, if any, on such Security on
the Stated Maturity or Stated Maturities expressed in such Security (or, in the
case of redemption, on the redemption date) and to institute suit for the
enforcement of any such payment, and such rights shall not be impaired without
the consent of such Holder.

         SECTION 6.9 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

                                     - 25 -

<PAGE>

remedies of the Trustee and the Holders shall continue as though no such
proceeding had been instituted.

         SECTION 6.10 RIGHTS AND REMEDIES CUMULATIVE. Except as otherwise
provided with respect to the replacement or payment of mutilated, destroyed,
lost or stolen Securities in Section 2.8, 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 6.11 DELAY OR OMISSION NOT WAIVER. No delay or omission of the
Trustee or of any Holder of any Securities 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 or by law to the Trustee or to the
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.

         SECTION 6.12 CONTROL BY HOLDERS. The Holders of a majority in principal
amount of the outstanding Securities of any Series shall have the right to
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, with respect to the Securities of such Series, provided that

                  (a)      such direction shall not be in conflict with any rule
         of law or with this Indenture,

                  (b)      the Trustee may take any other action deemed proper
         by the Trustee which is not inconsistent with such direction, and

                  (c)      subject to the provisions of Section 6.1, the Trustee
         shall have the right to decline to follow any such direction if the
         Trustee in good faith shall, by a Responsible Officer of the Trustee,
         determine that the proceeding so directed would involve the Trustee in
         personal liability.

         SECTION 6.13 WAIVER OF PAST DEFAULTS. Subject to Section 6.2, the
Holders of not less than a majority in principal amount of the outstanding
Securities of any Series may on behalf of the Holders of all the Securities of
such Series waive any past Default hereunder with respect to such Series and its
consequences, except a Default in the payment of the principal of or interest on
any Security of such Series (provided, however, that the Holders of a majority
in principal amount of the outstanding Securities of any Series may rescind an
acceleration and its consequences, including any related payment default that
resulted from such acceleration). Upon any such waiver, such Default shall cease
to exist, and any Event of Default arising therefrom shall be deemed to have
been cured, for every purpose of this Indenture; but no such waiver shall extend
to any subsequent or other Default or impair any right consequent thereon.

         SECTION 6.14 UNDERTAKING FOR COSTS. All parties to this Indenture
agree, and each Holder of any Security by his acceptance thereof shall be deemed
to have agreed, that any court

                                     - 26 -

<PAGE>

may in its discretion require, 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, suffered or omitted by it as Trustee, the filing by any party litigant in
such suit of an undertaking to pay the costs of such suit, and that such court
may in its discretion assess reasonable costs, including reasonable attorneys'
fees, against any party litigant in such suit, having due regard to the merits
and good faith of the claims or defenses made by such party litigant; but the
provisions of this Section shall not apply to any suit instituted by the
Company, to any suit instituted by the Trustee, to any suit instituted by any
Holder, or group of Holders, holding in the aggregate more than 10% in principal
amount of the outstanding Securities of any Series, or to any suit instituted by
any Holder for the enforcement of the payment of the principal of or interest on
any Security on or after the Stated Maturity or Stated Maturities expressed in
such Security (or, in the case of redemption, on the redemption date).

                                  ARTICLE VII.
                                     TRUSTEE

         SECTION 7.1 DUTIES OF TRUSTEE.

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

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

                           (i)      The Trustee need perform only those duties
                  that are specifically set forth in this Indenture and no
                  others.

                           (ii)     In the absence of bad faith on its part, the
                  Trustee may conclusively rely, as to the truth of the
                  statements and the correctness of the opinions expressed
                  therein, upon Officers' Certificates or Opinions of Counsel
                  furnished to the Trustee and conforming to the requirements of
                  this Indenture; however, in the case of any such Officers'
                  Certificates or Opinions of Counsel which by any provisions
                  hereof are specifically required to be furnished to the
                  Trustee, the Trustee shall examine such Officers' Certificates
                  and Opinions of Counsel to determine whether or not they
                  conform to the requirements of this Indenture.

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

                           (i)      This paragraph does not limit the effect of
                  paragraph (b) of this Section.

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

                                     - 27 -

<PAGE>

                           (iii)    The Trustee shall not be liable with respect
                  to any action taken, suffered or omitted to be taken by it
                  with respect to Securities of any Series in good faith in
                  accordance with the direction of the Holders of a majority in
                  principal amount of the outstanding Securities of such Series
                  relating to the time, method and place of conducting any
                  proceeding for any remedy available to the Trustee, or
                  exercising any trust or power conferred upon the Trustee,
                  under this Indenture with respect to the Securities of such
                  Series.

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

                  (e)      The Trustee may refuse to perform any duty or
         exercise any right or power unless it receives indemnity satisfactory
         to it against any loss, liability or expense.

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

                  (g)      No provision of this Indenture shall require the
         Trustee to risk its own funds or otherwise incur any financial
         liability in the performance of any of its duties, 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 is not reasonably assured to it.

                  (h)      The Paying Agent, the Registrar and any
         authenticating agent shall be entitled to the protections and
         immunities as are set forth in paragraphs (a), (b) and (c) of this
         Section with respect to the Trustee.

         SECTION 7.2 RIGHTS OF TRUSTEE.

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

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

                  (c)      The Trustee may act through agents and shall not be
         responsible for the misconduct or negligence of any agent appointed
         with due care. No Depository shall be deemed an agent of the Trustee
         and the Trustee shall not be responsible for any act or omission by any
         Depository.

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

                                     - 28 -

<PAGE>

                  (e)      The Trustee may consult with counsel and the advice
         of such counsel or any Opinion of Counsel shall be full and complete
         authorization and protection in respect of any action taken, suffered
         or omitted by it hereunder in good faith and in reliance thereon.

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

         SECTION 7.3 INDIVIDUAL RIGHTS OF TRUSTEE. The Trustee in its individual
or any other capacity may become the owner or pledgee of Securities and may
otherwise deal with the Company or an Affiliate with the same rights it would
have if it were not Trustee. Any Agent may do the same with like rights. The
Trustee is also subject to Sections 7.10 and 7.11.

         SECTION 7.4 TRUSTEE'S DISCLAIMER. The Trustee makes no representation
as to the validity or adequacy of this Indenture or the Securities, it shall not
be accountable for the Company's use of the proceeds from the Securities, and it
shall not be responsible for any statement in the Securities other than its
authentication.

         SECTION 7.5 NOTICE OF DEFAULTS. If a Default or Event of Default occurs
and is continuing with respect to the Securities of any Series and if it is
known to a Responsible Officer of the Trustee, the Trustee shall mail to each
Securityholder of the Securities of that Series and, if any Bearer Securities
are outstanding, publish on one occasion in an Authorized Newspaper, notice of a
Default or Event of Default within 90 days after it occurs or, if later, after a
Responsible Officer of the Trustee has knowledge of such Default or Event of
Default. Except in the case of a Default or Event of Default in payment of
principal of or interest on any Security of any Series, the Trustee may withhold
the notice if and so long as its corporate trust committee or a committee of its
Responsible Officers in good faith determines that withholding the notice is in
the interests of Securityholders of that Series.

         SECTION 7.6 REPORTS BY TRUSTEE TO HOLDERS. Within 60 days after May 15
in each year, the Trustee shall transmit by mail to all Securityholders, as
their names and addresses appear on the register kept by the Registrar and, if
any Bearer Securities are outstanding, publish in an Authorized Newspaper, a
brief report dated as of such May 15, in accordance with, and to the extent
required under, TIA Section 313.

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

         SECTION 7.7 COMPENSATION AND INDEMNITY. The Company shall pay to the
Trustee from time to time reasonable compensation for its services. The
Trustee's compensation shall not be limited by any law on compensation of a
trustee of an express trust. The Company shall reimburse the Trustee upon
request for all reasonable out-of-pocket expenses incurred by it. Such

                                     - 29 -

<PAGE>

expenses shall include the reasonable compensation and expenses of the Trustee's
agents and counsel.

         The Company shall indemnify the Trustee (including the cost of
defending itself) against any loss, liability or expense incurred by it except
as set forth in the next paragraph in the performance of its duties under this
Indenture as Trustee or Agent. The Trustee shall notify the Company promptly of
any claim for which it may seek indemnity. The Company shall defend the claim
and the Trustee shall cooperate in the defense. The Trustee may have separate
counsel and the Company shall pay the reasonable fees and expenses of such
counsel. The Company need not pay for any settlement made without its consent,
which consent shall not be unreasonably withheld. This indemnification shall
apply to officers, directors, employees, shareholders and agents of the Trustee.

         The Company need not reimburse any expense or indemnify against any
loss or liability incurred by the Trustee or by any officer, director, employee,
shareholder or agent of the Trustee through negligence or bad faith.

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

         When the Trustee incurs expenses or renders services after an Event of
Default specified in Section 6.1(e) or (f) occurs, the expenses and the
compensation for the services are intended to constitute expenses of
administration under any Bankruptcy Law.

         SECTION 7.8 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.

         The Trustee may resign with respect to the Securities of one or more
Series by so notifying the Company. The Holders of a majority in principal
amount of the Securities of any Series may remove the Trustee with respect to
that Series by so notifying the Trustee and the Company. The Company may remove
the Trustee with respect to Securities of one or more Series if:

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

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

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

                  (d)      the Trustee becomes incapable of acting. If the
         Trustee resigns or is removed or if a vacancy exists in the office of
         Trustee for any reason, the Company shall promptly appoint a successor
         Trustee. Within one year after the successor Trustee takes office, the
         Holders of a majority in principal amount of the then outstanding
         Securities

                                     - 30 -
<PAGE>

         may appoint a successor Trustee to replace the successor Trustee
         appointed by the Company.

         If a successor Trustee with respect to the Securities of any one or
more Series does not take office within 60 days after the retiring Trustee
resigns or is removed, the retiring Trustee, the Company or the Holders of at
least 10% in principal amount of the Securities of the applicable Series may
petition any court of competent jurisdiction for the appointment of a successor
Trustee.

         If the Trustee with respect to the Securities of any one or more Series
fails to comply with Section 7.10, any Securityholder of the applicable Series
may petition any court of competent jurisdiction for the removal of the Trustee
and the appointment of a successor Trustee.

         A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Immediately after that,
the retiring Trustee shall transfer all property held by it as Trustee to the
successor Trustee subject to the lien provided for in Section 7.7, the
resignation or removal of the retiring Trustee shall become effective, and the
successor Trustee shall have all the rights, powers and duties of the Trustee
with respect to each Series of Securities for which it is acting as Trustee
under this Indenture. A successor Trustee shall mail a notice of its succession
to each Securityholder of each such Series and, if any Bearer Securities are
outstanding, publish such notice on one occasion in an Authorized Newspaper.
Notwithstanding replacement of the Trustee pursuant to this Section 7.8, the
Company's obligations under Section 7.7 hereof shall continue for the benefit of
the retiring trustee with respect to expenses and liabilities incurred by it
prior to such replacement.

         SECTION 7.9 SUCCESSOR TRUSTEE BY MERGER, ETC. If the Trustee
consolidates with, merges or converts into, or transfers all or substantially
all of its corporate trust business to, another corporation, the successor
corporation without any further act shall be the successor Trustee.

         SECTION 7.10 ELIGIBILITY; DISQUALIFICATION. This Indenture shall always
have a Trustee who satisfies the requirements of TIA Section 310(a)(1), (2) and
(5). The Trustee shall always have a combined capital and surplus of at least
$25,000,000 as set forth in its most recent published annual report of
condition. The Trustee shall comply with TIA Section 310(b).

         SECTION 7.11 PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY. The
Trustee is subject to TIA Section 311(a), excluding any creditor relationship
listed in TIA Section 311(b). A Trustee who has resigned or been removed shall
be subject to TIA Section 311(a) to the extent indicated.

                                  ARTICLE VIII.
                     SATISFACTION AND DISCHARGE; DEFEASANCE

         SECTION 8.1 SATISFACTION AND DISCHARGE OF INDENTURE. This Indenture
shall upon Company Order cease to be of further effect (except as hereinafter
provided in this Section 8.1), and the Trustee, at the expense of the Company,
shall execute proper instruments acknowledging satisfaction and discharge of
this Indenture, when

                                     - 31 -

<PAGE>

                  (a)      either

                           (i)      all Securities theretofore authenticated and
                  delivered (other than Securities that have been destroyed,
                  lost or stolen and that have been replaced or paid) have been
                  delivered to the Trustee for cancellation; or

                           (ii)     all such Securities not theretofore
                  delivered to the Trustee for cancellation

                                    (1)      have become due and payable, or

                                    (2)      will become due and payable at
                           their Stated Maturity within one year, or

                                    (3)      are to be called for redemption
                           within one year under arrangements satisfactory to
                           the Trustee for the giving of notice of redemption by
                           the Trustee in the name, and at the expense, of the
                           Company, or

                                    (4)      are deemed paid and discharged
                           pursuant to Section 8.3, as applicable;

and the Company, in the case of (1), (2) or (3) above, has deposited or caused
to be deposited with the Trustee as trust funds in trust an amount sufficient
for the purpose of paying and discharging the entire indebtedness on such
Securities not theretofore delivered to the Trustee for cancellation, for
principal and interest to the date of such deposit (in the case of Securities
which have become due and payable on or prior to the date of such deposit) or to
the Stated Maturity or redemption date, as the case may be;

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

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

         Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 7.7, and, if money shall
have been deposited with the Trustee pursuant to clause (a) of this Section, the
provisions of Sections 2.4, 2.7, 2.8, 8.1 8.2 and 8.5 shall survive.

         SECTION 8.2 APPLICATION OF TRUST FUNDS; INDEMNIFICATION. Subject to the
provisions of Section 8.5, all money deposited with the Trustee pursuant to
Section 8.1, all money and U.S. Government Obligations or Foreign Government
Obligations deposited with the Trustee pursuant to Section 8.3 or 8.4 and all
money received by the Trustee in respect of U.S. Government Obligations or
Foreign Government Obligations deposited with the Trustee pursuant to Section
8.3 or 8.4, shall be held in trust and applied by it, in accordance with the
provisions of the Securities and this Indenture, to the payment, either directly
or through any

                                     - 32 -

<PAGE>

Paying Agent (including the Company acting as its own Paying Agent) as the
Trustee may determine, to the persons entitled thereto, of the principal and
interest for whose payment such money has been deposited with or received by the
Trustee or to make mandatory sinking fund payments or analogous payments as
contemplated by Sections 8.3 or 8.4.

                  (a)      The Company shall pay and shall indemnify the Trustee
         against any tax, fee or other charge imposed on or assessed against
         U.S. Government Obligations or Foreign Government Obligations deposited
         pursuant to Sections 8.3 or 8.4 or the interest and principal received
         in respect of such obligations other than any payable by or on behalf
         of Holders.

                  (b)      The Trustee shall deliver or pay to the Company from
         time to time upon Company Request any U.S. Government Obligations or
         Foreign Government Obligations or money held by it as provided in
         Sections 8.3 or 8.4 which, in the opinion of a nationally recognized
         firm of independent certified public accountants expressed in a written
         certification thereof delivered to the Trustee, are then in excess of
         the amount thereof which then would have been required to be deposited
         for the purpose for which such U.S. Government Obligations or Foreign
         Government Obligations or money were deposited or received. This
         provision shall not authorize the sale by the Trustee of any U.S.
         Government Obligations or Foreign Government Obligations held under
         this Indenture.

         SECTION 8.3 LEGAL DEFEASANCE OF SECURITIES OF ANY SERIES. Unless this
Section 8.3 is otherwise specified, pursuant to Section 2.2(u), to be
inapplicable to Securities of any Series, the Company shall be deemed to have
paid and discharged the entire indebtedness on all the outstanding Securities of
such Series on the 91st day after the date of the deposit referred to in
subparagraph (d) hereof, and the provisions of this Indenture, as it relates to
such outstanding Securities of such Series, shall no longer be in effect (and
the Trustee, at the expense of the Company, shall, at Company Request, execute
proper instruments acknowledging the same), except as to:

                  (a)      the rights of Holders of Securities of such Series to
         receive, from the trust funds described in subparagraph (d) hereof, (i)
         payment of the principal of and each installment of principal of and
         interest on the outstanding Securities of such Series on the Stated
         Maturity of such principal or installment of principal or interest and
         (ii) the benefit of any mandatory sinking fund payments applicable to
         the Securities of such Series on the day on which such payments are due
         and payable in accordance with the terms of this Indenture and the
         Securities of such Series;

                  (b)      the provisions of Sections 2.4, 2.7, 2.8, 8.2, 8.3
         and 8.5; and

                  (c)      the rights, powers, trust and immunities of the
         Trustee hereunder; provided that, the following conditions shall have
         been satisfied:

                  (d)      the Company shall have deposited or caused to be
         deposited irrevocably with the Trustee as trust funds in trust for the
         purpose of making the following payments, specifically pledged as
         security for and dedicated solely to the benefit of the Holders of

                                     - 33 -

<PAGE>

         such Securities (i) in the case of Securities of such Series
         denominated in Dollars, cash in Dollars (or such other money or
         currencies as shall then be legal tender in the United States) and/or
         U.S. Government Obligations, or (ii) in the case of Securities of such
         Series denominated in a Foreign Currency (other than a composite
         currency), money and/or Foreign Government Obligations, which through
         the payment of interest and principal in respect thereof, in accordance
         with their terms, will provide (and without reinvestment and assuming
         no tax liability will be imposed on such Trustee), not later than one
         day before the due date of any payment of money, an amount in cash,
         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 each installment
         of principal (including mandatory sinking fund or analogous payments)
         of and interest, if any, on all the Securities of such Series on the
         dates such installments of interest or principal are due;

                  (e)      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;

                  (f)      no Default or Event of Default with respect to the
         Securities of such Series shall have occurred and be continuing on the
         date of such deposit or during the period ending on the 91st day after
         such date;

                  (g)      the Company shall have delivered to the Trustee an
         Officers' Certificate and an Opinion of Counsel to the effect that (i)
         the Company has received from, or there has been published by, the
         Internal Revenue Service a ruling, or (ii) since the date of execution
         of this Indenture, there has been a change in the applicable Federal
         income tax law, in either case to the effect that, and based thereon
         such Opinion of Counsel shall confirm that, the Holders of the
         Securities of such Series will not recognize income, gain or loss for
         Federal income tax purposes as a result of such deposit, defeasance and
         discharge 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, defeasance and discharge had not occurred;

                  (h)      the Company shall have delivered to the Trustee an
         Officers' Certificate stating that the deposit was not made by the
         Company with the intent of preferring the Holders of the Securities of
         such Series over any other creditors of the company or with the intent
         of defeating, hindering, delaying or defrauding any other creditors of
         the Company;

                  (i)      such deposit shall not result in the trust arising
         from such deposit constituting an investment company (as defined in the
         Investment Company Act of 1940, as amended), or such trust shall be
         qualified under such Act or exempt from regulation thereunder; and

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

                                     - 34 -

<PAGE>

         SECTION 8.4 COVENANT DEFEASANCE. Unless this Section 8.4 is otherwise
specified pursuant to Section 2.2(u) to be inapplicable to Securities of any
Series, on and after the 91st day after the date of the deposit referred to in
subparagraph (a) hereof, the Company may omit to comply with any term, provision
or condition set forth under Sections 4.2, 4.3, 4.4, 4.5, 4.6, and 5.1 as well
as any additional covenants contained in a supplemental indenture hereto for a
particular Series of Securities or a Board Resolution or an Officers'
Certificate delivered pursuant to Section 2.2(u) (and the failure to comply with
any such covenants shall not constitute a Default or Event of Default under
Section 6.1) and the occurrence of any event described in clause (e) of Section
6.1 shall not constitute a Default or Event of Default hereunder, with respect
to the Securities of such Series, provided that the following conditions shall
have been satisfied:

                  (a)      With reference to this Section 8.4, the Company has
         deposited or caused to be irrevocably deposited (except as provided in
         Section 8.2(c)) with the Trustee as trust funds in trust, specifically
         pledged as security for, and dedicated solely to, the benefit of the
         Holders of such Securities (i) in the case of Securities of such Series
         denominated in Dollars, cash in Dollars (or such other money or
         currencies as shall then be legal tender in the United States) and/or
         U.S. Government Obligations, or (ii) in the case of Securities of such
         Series denominated in a Foreign Currency (other than a composite
         currency), money and/or Foreign Government Obligations, which through
         the payment of interest and principal in respect thereof, in accordance
         with their terms, will provide (and without reinvestment and assuming
         no tax liability will be imposed on such Trustee), not later than one
         day before the due date of any payment of money, an amount in cash,
         sufficient, in the opinion of a nationally recognized firm of
         independent certified public accountants expressed in a written
         certification thereof delivered to the Trustee, to pay principal and
         interest, if any, on and any mandatory sinking fund in respect of the
         Securities of such Series on the dates such installments of interest or
         principal are due;

                  (b)      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;

                  (c)      No Default or Event of Default with respect to the
         Securities of such Series shall have occurred and be continuing on the
         date of such deposit or during the period ending on the 91st day after
         such date;

                  (d)      the Company shall have delivered to the Trustee an
         Opinion of Counsel confirming that Holders of the Securities of such
         Series will not recognize income, gain or loss for federal income tax
         purposes as a result of such deposit and defeasance and will be subject
         to federal income tax on the same amounts, in the same manner and at
         the same times as would have been the case if such deposit and
         defeasance had not occurred;

                  (e)      the Company shall have delivered to the Trustee an
         Officers' Certificate stating the deposit was not made by the Company
         with the intent of preferring the Holders of the Securities of such
         Series over any other creditors of the Company or with the intent of
         defeating, hindering, delaying or defrauding any other creditors of the
         Company; and

                                     - 35 -

<PAGE>

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

         SECTION 8.5 REPAYMENT TO COMPANY. The Trustee and the Paying Agent
shall pay to the Company upon request any money held by them for the payment of
principal and interest that remains unclaimed for two years. After that,
Securityholders entitled to the money must look to the Company for payment as
general creditors unless an applicable abandoned property law designates another
person.

         SECTION 8.6 REINSTATEMENT. If the Trustee or Paying Agent is unable to
apply any money or U.S. Government Obligations in accordance with Sections 8.1,
8.3 or 8.4, 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 Securities shall be revived and reinstated as
though no deposit had occurred pursuant to Section 8.1, 8.3 or 8.4, 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 8.1, 8.3 or
8.4, as the case may be; provided, however, that if the Company makes any
payment of principal of, premium, if any, or interest on any Securities because
of reinstatement of its obligations, the Company shall be subrogated to the
rights of the holders of such Securities to receive such payment from the money
or U.S. Government Obligations held by the Trustee or Paying Agent.

                                   ARTICLE IX.
                             AMENDMENTS AND WAIVERS

         SECTION 9.1 WITHOUT CONSENT OF HOLDERS. The Company and the Trustee may
amend or supplement this Indenture or the Securities of one or more Series
without the consent of any Securityholder:

                  (a)      to cure any ambiguity, defect or inconsistency;

                  (b)      to comply with Article V;

                  (c)      to provide for uncertificated Securities in addition
         to or in place of certificated Securities;

                  (d)      to make any change that does not adversely affect the
         rights of any Securityholder;

                  (e)      to provide for the issuance of and establish the form
         and terms and conditions of Securities of any Series as permitted by
         this Indenture;

                  (f)      to evidence and provide for the acceptance of
         appointment hereunder by a successor Trustee with respect to the
         Securities of one or more Series and to add to or change any of the
         provisions of this Indenture as shall be necessary to provide for or
         facilitate the administration of the trusts hereunder by more than one
         Trustee; or

                                     - 36 -

<PAGE>

                  (g)      to comply with requirements of the SEC in order to
         effect or maintain the qualification of this Indenture under the TIA.

         SECTION 9.2 WITH CONSENT OF HOLDERS. The Company and the Trustee may
enter into a supplemental indenture with the written consent of the Holders of
at least a majority in principal amount of the outstanding Securities of each
Series affected by such supplemental indenture (including consents obtained in
connection with a tender offer or exchange offer for the Securities of such
Series), for the purpose of adding any provisions to or changing in any manner
or eliminating any of the provisions of this Indenture or of any supplemental
indenture or of modifying in any manner the rights of the Securityholders of
each such Series. Except as provided in Section 6.13, the Holders of at least a
majority in principal amount of the outstanding Securities of each Series
affected by such waiver by notice to the Trustee (including consents obtained in
connection with a tender offer or exchange offer for the Securities of such
Series) may waive compliance by the Company with any provision of this Indenture
or the Securities with respect to such Series.

         It shall not be necessary for the consent of the Holders of Securities
under this Section 9.2 to approve the particular form of any proposed
supplemental indenture or waiver, but it shall be sufficient if such consent
approves the substance thereof. After a supplemental indenture or waiver under
this Section becomes effective, the Company shall mail to the Holders of
Securities affected thereby and, if any Bearer Securities affected thereby are
outstanding, publish on one occasion in an Authorized Newspaper, a notice
briefly describing the supplemental indenture or waiver. Any failure by the
Company to mail or publish 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 9.3 LIMITATIONS. Without the consent of each Securityholder
affected, an amendment or waiver may not:

                  (a)      change the amount of Securities whose Holders must
         consent to an amendment, supplement or waiver;

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

                  (c)      reduce the principal or change the Stated Maturity of
         any Security or reduce the amount of, or postpone the date fixed for,
         the payment of any sinking fund or analogous obligation;

                  (d)      reduce the principal amount of Discount Securities
         payable upon acceleration of the maturity thereof;

                  (e)      waive a Default or Event of Default in the payment of
         the principal of or interest, if any, on any Security (except a
         rescission of acceleration of the Securities of any Series by the
         Holders of at least a majority in principal amount of the outstanding
         Securities of such Series and a waiver of the payment default that
         resulted from such acceleration);

                                     - 37 -

<PAGE>

                  (f)      make the principal of or interest, if any, on any
         Security payable in any currency other than that stated in the
         Security;

                  (g)      make any change in Sections 6.8, 6.13, 9.3 (this
         sentence), 10.15 or 10.16; or

                  (h)      waive a redemption payment with respect to any
         Security or change any of the provisions with respect to the redemption
         of any Securities.

         SECTION 9.4 COMPLIANCE WITH TRUST INDENTURE ACT. Every amendment to
this Indenture or the Securities of one or more Series shall be set forth in a
supplemental indenture hereto that complies with the TIA as then in effect.

         SECTION 9.5 REVOCATION AND EFFECT OF CONSENTS. Until an amendment or
waiver becomes effective, a consent to it by a Holder of a Security is a
continuing consent by the Holder and every subsequent Holder of a Security or
portion of a Security that evidences the same debt as the consenting Holder's
Security, even if notation of the consent is not made on any Security. However,
any such Holder or subsequent Holder may revoke the consent as to his Security
or portion of a Security if the Trustee receives the notice of revocation before
the date the amendment or waiver becomes effective.

         Any amendment or waiver once effective shall bind every Securityholder
of each Series affected by such amendment or waiver unless it is of the type
described in any of clauses (a) through (g) of Section 9.3. In that case, the
amendment or waiver shall bind each Holder of a Security who has consented to it
and every subsequent Holder of a Security or portion of a Security that
evidences the same debt as the consenting Holder's Security.

         SECTION 9.6 NOTATION ON OR EXCHANGE OF SECURITIES. The Trustee may
place an appropriate notation about an amendment or waiver on any Security of
any Series thereafter authenticated. The Company in exchange for Securities of
that Series may issue and the Trustee shall authenticate upon request new
Securities of that Series that reflect the amendment or waiver.

         SECTION 9.7 TRUSTEE PROTECTED. In executing, or accepting the
additional trusts created by, any supplemental indenture permitted by this
Article or the modifications thereby of the trusts created by this Indenture,
the Trustee shall be entitled to receive, and (subject to Section 7.1) shall be
fully protected in relying upon, an Opinion of Counsel stating that the
execution of such supplemental indenture is authorized or permitted by this
Indenture. The Trustee shall sign all supplemental indentures, except that the
Trustee need not sign any supplemental indenture that adversely affects its
rights.

                                   ARTICLE X.
                                  MISCELLANEOUS

         SECTION 10.1 TRUST INDENTURE ACT CONTROLS. If any provision of this
Indenture limits, qualifies, or conflicts with another provision which is
required or deemed to be included in this Indenture by the TIA, such required or
deemed provision shall control.

                                     - 38 -

<PAGE>

         SECTION 10.2 NOTICES. Any notice or communication by the Company or the
Trustee to the other is duly given if in writing and delivered in person or
mailed by first-class mail:

if to the Company:

                  Atrix Laboratories, Inc.
                  2579 Midpoint Drive
                  Fort Collins, Colorado  80525
                  Attention: Chief Financial Officer

if to the Trustee:

                  [Name of Trustee]
                  [Address]
                  __________________________________
                  __________________________________
                  Attention: _____________________

         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 to a Securityholder shall be mailed by
first-class mail to his address shown on the register kept by the Registrar and,
if any Bearer Securities are outstanding, published in an Authorized Newspaper.
Failure to mail a notice or communication to a Securityholder of any Series or
any defect in it shall not affect its sufficiency with respect to other
Securityholders of that or any other Series.

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

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

         SECTION 10.3 COMMUNICATION BY HOLDERS WITH OTHER HOLDERS.
Securityholders of any Series may communicate pursuant to TIA Section 312(b)
with other Securityholders of that Series or any other Series with respect to
their rights under this Indenture or the Securities of that Series or all
Series. The Company, the Trustee, the Registrar and anyone else shall have the
protection of TIA Section 312(c).

         SECTION 10.4 CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT. Upon
any request or application by the Company to the Trustee to take any action
under this Indenture, the Company shall furnish to the Trustee:

                  (a)      an Officers' Certificate 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

                                     - 39 -

<PAGE>

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

         SECTION 10.5 STATEMENTS REQUIRED IN CERTIFICATE OR OPINION. Each
certificate or opinion with respect to compliance with a condition or covenant
provided for in this Indenture (other than a certificate provided pursuant to
TIA Section 314(a)(4)) shall comply with the provisions of TIA Section 314(e)
and shall include:

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

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

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

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

         SECTION 10.6 RULES BY TRUSTEE AND AGENTS. The Trustee may make
reasonable rules for action by or a meeting of Securityholders of one or more
Series. Any Agent may make reasonable rules and set reasonable requirements for
its functions.

         SECTION 10.7 LEGAL HOLIDAYS. Unless otherwise provided by Board
Resolution, Officers' Certificate or supplemental indenture for a particular
Series, a "Legal Holiday" is any day that is not a Business Day. If a payment
date is a Legal Holiday at a place of payment, payment may be made at that place
on the next succeeding day that is not a Legal Holiday, and no interest shall
accrue for the intervening period.

         SECTION 10.8 NO RECOURSE AGAINST OTHERS. A director, officer, employee
or stockholder, as such, of the Company shall not have any liability for any
obligations of the Company under the Securities or the Indenture or for any
claim based on, in respect of or by reason of such obligations or their
creation. Each Securityholder by accepting a Security waives and releases all
such liability. The waiver and release are part of the consideration for the
issue of the Securities.

         SECTION 10.9 COUNTERPARTS. This Indenture may be executed in any number
of counterparts and by the parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

         SECTION 10.10 GOVERNING LAWS. THIS INDENTURE AND THE SECURITIES SHALL
BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE
AND TO BE PERFORMED IN SUCH STATE, WITHOUT REGARD TO THE CONFLICT OF LAWS
PROVISIONS THEREOF.

                                     - 40 -

<PAGE>

         SECTION 10.11 NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS. This
Indenture may not be used to interpret another indenture, loan or debt agreement
of the Company or a Subsidiary. Any such indenture, loan or debt agreement may
not be used to interpret this Indenture.

         SECTION 10.12 SUCCESSORS. All agreements of the Company in this
Indenture and the Securities shall bind its successor. All agreements of the
Trustee in this Indenture shall bind its successor.

         SECTION 10.13 SEVERABILITY. In case any provision in this Indenture or
in the Securities 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 10.14 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 or provisions hereof.

         SECTION 10.15 SECURITIES IN A FOREIGN CURRENCY OR IN EUROS. Unless
otherwise specified in a Board Resolution, a supplemental indenture hereto or an
Officers' Certificate delivered pursuant to Section 2.2 of this Indenture with
respect to a particular Series of Securities, whenever for purposes of this
Indenture any action may be taken by the Holders of a specified percentage in
aggregate principal amount of Securities of all Series or all Series affected by
a particular action at the time outstanding and, at such time, there are
outstanding Securities of any Series which are denominated in a coin or currency
other than Dollars (including euros), then the principal amount of Securities of
such Series which shall be deemed to be outstanding for the purpose of taking
such action shall be that amount of Dollars that could be obtained for such
amount at the Market Exchange Rate at such time. For purposes of this Section
10.15, "Market Exchange Rate" shall mean the noon Dollar buying rate in New York
City for cable transfers of that currency as published by the Federal Reserve
Bank of New York; provided, however, in the case of euros, Market Exchange Rate
shall mean the rate of exchange determined by the Commission of the European
Union (or any successor thereto) as published in the Official Journal of the
European Union (such publication or any successor publication, the "Journal").
If such Market Exchange Rate is not available for any reason with respect to
such currency, the Trustee shall use, in its sole discretion and without
liability on its part, such quotation of the Federal Reserve Bank of New York
or, in the case of euros, the rate of exchange as published in the Journal, as
of the most recent available date, or quotations or, in the case of euros, rates
of exchange from one or more major banks in The City of New York or in the
country of issue of the currency in question or, in the case of euros, in
Luxembourg or such other quotations or, in the case of euros, rates of exchange
as the Trustee, upon consultation with the Company, shall deem appropriate. The
provisions of this paragraph shall apply in determining the equivalent principal
amount in respect of Securities of a Series denominated in currency other than
Dollars in connection with any action taken by Holders of Securities pursuant to
the terms of this Indenture.

         All decisions and determinations of the Trustee regarding the Market
Exchange Rate or any alternative determination provided for in the preceding
paragraph shall be in its sole

                                     - 41 -

<PAGE>

discretion and shall, in the absence of manifest error, be conclusive to the
extent permitted by law for all purposes and irrevocably binding upon the
Company and all Holders.

         SECTION 10.16 JUDGMENT CURRENCY. The Company agrees, to the fullest
extent that it may effectively do so under applicable law, that (a) if for the
purpose of obtaining judgment in any court it is necessary to convert the sum
due in respect of the principal of or interest or other amount on the Securities
of any Series (the "Required Currency") into a currency in which a judgment will
be rendered (the "Judgment Currency"), the rate of exchange used shall be the
rate at which in accordance with normal banking procedures the Trustee could
purchase in The City of New York the Required Currency with the Judgment
Currency on the day on which final unappealable judgment is entered, unless such
day is not a New York Banking Day, then, the rate of exchange used shall be the
rate at which in accordance with normal banking procedures the Trustee could
purchase in The City of New York the Required Currency with the Judgment
Currency on the New York Banking Day preceding the day on which final
unappealable judgment is entered and (b) its obligations under this Indenture to
make payments in the Required Currency (i) shall not be discharged or satisfied
by any tender, any recovery pursuant to any judgment (whether or not entered in
accordance with Subsection (a)), in any currency other than the Required
Currency, except to the extent that such tender or recovery shall result in the
actual receipt, by the payee, of the full amount of the Required Currency
expressed to be payable in respect of such payments, (ii) shall be enforceable
as an alternative or additional cause of action for the purpose of recovering in
the Required Currency the amount, if any, by which such actual receipt shall
fall short of the full amount of the Required Currency so expressed to be
payable, and (iii) shall not be affected by judgment being obtained for any
other sum due under this Indenture. For purposes of the foregoing, "New York
Banking Day" means any day except a Saturday, Sunday or a legal holiday in The
City of New York on which banking institutions are authorized or required by
law, regulation or executive order to close.

                                   ARTICLE XI.
                                  SINKING FUNDS

         SECTION 11.1 APPLICABILITY OF ARTICLE. The provisions of this Article
shall be applicable to any sinking fund for the retirement of the Securities of
a Series, except as otherwise permitted or required by any form of Security of
such Series issued pursuant to this Indenture.

         The minimum amount of any sinking fund payment provided for by the
terms of the Securities of any Series is herein referred to as a "mandatory
sinking fund payment" and any other amount provided for by the terms of
Securities of such Series is herein referred to as an "optional sinking fund
payment." If provided for by the terms of Securities of any Series, the cash
amount of any sinking fund payment may be subject to reduction as provided in
Section 11.2. Each sinking fund payment shall be applied to the redemption of
Securities of any Series as provided for by the terms of the Securities of such
Series.

         SECTION 11.2 SATISFACTION OF SINKING FUND PAYMENTS WITH SECURITIES. The
Company may, in satisfaction of all or any part of any sinking fund payment with
respect to the Securities of any Series to be made pursuant to the terms of such
Securities (1) deliver outstanding Securities of such Series to which such
sinking fund payment is applicable (other than any of such Securities previously
called for mandatory sinking fund redemption) and (2) apply as credit

                                     - 42 -
<PAGE>

Securities of such Series to which such sinking fund payment is applicable and
which have been redeemed either at the election of the Company pursuant to the
terms of such Series of Securities (except pursuant to any mandatory sinking
fund) or through the application of permitted optional sinking fund payments or
other optional redemptions pursuant to the terms of such Securities, provided
that such Securities have not been previously so credited. Such Securities shall
be received by the Trustee, together with an Officers' Certificate with respect
thereto, not later than 15 days prior to the date on which the Trustee begins
the process of selecting Securities for redemption, and shall be credited for
such purpose by the Trustee at the price specified in such Securities for
redemption through operation of the sinking fund and the amount of such sinking
fund payment shall be reduced accordingly. If as a result of the delivery or
credit of Securities in lieu of cash payments pursuant to this Section 11.2, the
principal amount of Securities of such Series to be redeemed in order to exhaust
the aforesaid cash payment shall be less than $100,000, the Trustee need not
call Securities of such Series for redemption, except upon receipt of a Company
Order that such action be taken, and such cash payment shall be held by the
Trustee or a Paying Agent and applied to the next succeeding sinking fund
payment, provided, however, that the Trustee or such Paying Agent shall from
time to time upon receipt of a Company Order pay over and deliver to the Company
any cash payment so being held by the Trustee or such Paying Agent upon delivery
by the Company to the Trustee of Securities of that Series purchased by the
Company having an unpaid principal amount equal to the cash payment required to
be released to the Company.

         SECTION 11.3 REDEMPTION OF SECURITIES FOR SINKING FUND. Not less than
45 days (unless otherwise indicated in the Board Resolution, supplemental
indenture hereto or Officers' Certificate in respect of a particular Series of
Securities) prior to each sinking fund payment date for any Series of
Securities, the Company will deliver to the Trustee an Officers' Certificate
specifying the amount of the next ensuing mandatory sinking fund payment for
that Series pursuant to the terms of that Series, the portion thereof, if any,
which is to be satisfied by payment of cash and the portion thereof, if any,
which is to be satisfied by delivering and crediting of Securities of that
Series pursuant to Section 11.2, and the optional amount, if any, to be added in
cash to the next ensuing mandatory sinking fund payment, and the Company shall
thereupon be obligated to pay the amount therein specified. Not less than 30
days (unless otherwise indicated in the Board Resolution, Officers' Certificate
or supplemental indenture in respect of a particular Series of Securities)
before each such sinking fund payment date the Trustee shall select the
Securities to be redeemed upon such sinking fund payment date in the manner
specified in Section 3.2 and cause notice of the redemption thereof to be given
in the name of and at the expense of the Company in the manner provided in
Section 3.3. Such notice having been duly given, the redemption of such
Securities shall be made upon the terms and in the manner stated in Sections
3.4, 3.5 and 3.6.

                                  ARTICLE XII.
                           SUBORDINATION OF SECURITIES

         SECTION 12.1 AGREEMENT OF SUBORDINATION. The Company covenants and
agrees, and each Holder of Securities issued hereunder by his acceptance thereof
likewise covenants and agrees, that all Securities shall be issued subject to
the provisions of this Article XII; and each Person holding any Security,
whether upon original issue or upon transfer, assignment or exchange thereof,
accepts and agrees to be bound by such provisions.

                                     - 43 -

<PAGE>

         The payment of the principal of, premium, if any, and interest on all
Securities (including, but not limited to, the redemption price with respect to
the Securities called for redemption in accordance with Article 3 as provided in
the Indenture) issued hereunder shall, to the extent and in the manner
hereinafter set forth, be subordinated and subject in right of payment to the
prior payment in full of all Senior Indebtedness, whether outstanding at the
date of this Indenture or thereafter incurred.

         No provision of this Article XII shall prevent the occurrence of any
default or Event of Default hereunder.

         SECTION 12.2 PAYMENTS TO HOLDERS. No payment shall be made with respect
to the principal of, or premium, if any, or interest on the Securities
(including, but not limited to, the redemption price with respect to the
Securities to be called for redemption in accordance with Article III as
provided in the Indenture), except payments and distributions made by the
Trustee as permitted by the first or second paragraph of Section 12.5, if:

                  (a)      a default in the payment of principal, premium,
         interest, rent or other obligations due on any Senior Indebtedness
         occurs and is continuing (or, in the case of Senior Indebtedness for
         which there is a period of grace, in the event of such a default that
         continues beyond the period of grace, if any, specified in the
         instrument or lease evidencing such Senior Indebtedness), unless and
         until such default shall have been cured or waived or shall have ceased
         to exist; or

                  (b)      a default, other than a payment default, on a
         Designated Senior Indebtedness occurs and is continuing that then
         permits holders of such Designated Senior Indebtedness to accelerate
         its maturity and the Trustee receives a notice of the default (a
         "Payment Blockage Notice") from a Representative or the Company.

         If the Trustee receives any Payment Blockage Notice pursuant to clause
(ii) above, no subsequent Payment Blockage Notice shall be effective for
purposes of this Section unless and until (A) at least 365 days shall have
elapsed since the initial effectiveness of the immediately prior Payment
Blockage Notice, and (B) all scheduled payments of principal, premium, if any,
and interest on the Securities that have come due have been paid in full in
cash. No nonpayment default that existed or was continuing on the date of
delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the
basis for a subsequent Payment Blockage Notice.

         The Company may and shall resume payments on and distributions in
respect of the Securities upon the earlier of:

                           (1)      the date upon which the default is cured or
                  waived or ceases to exist, or

                           (2)      in the case of a default referred to in
                  clause (ii) above, 179 days pass after notice is received if
                  the maturity of such Designated Senior Indebtedness has not
                  been accelerated, unless this Article XII otherwise prohibits
                  the payment or distribution at the time of such payment or
                  distribution.

                                     - 44 -

<PAGE>

         Upon any payment by the Company, or distribution of assets of the
Company of any kind or character, whether in cash, property or securities, to
creditors upon any dissolution or winding-up or liquidation or reorganization of
the Company, whether voluntary or involuntary or in bankruptcy, insolvency,
receivership or other proceedings, all amounts due or to become due upon all
Senior Indebtedness shall first be paid in full in cash or other payment
satisfactory to the holders of such Senior Indebtedness, or payment thereof in
accordance with its terms provided for in cash or other payment satisfactory to
the holders of such Senior Indebtedness, before any payment is made on account
of the principal of, premium, if any, or interest on the Securities (except
payments made pursuant to Article VI from monies deposited with the Trustee
pursuant thereto prior to commencement of proceedings for such dissolution,
winding-up, liquidation or reorganization); and upon any such dissolution or
winding-up or liquidation or reorganization of the Company or bankruptcy,
insolvency, receivership or other proceeding, any payment by the Company, or
distribution of assets of the Company of any kind or character, whether in cash,
property or securities, to which the Holders of the Securities or the Trustee
would be entitled, except for the provision of this Article XII, shall (except
as aforesaid) be paid by the Company or by any receiver, trustee in bankruptcy,
liquidating trustee, agent or other Person making such payment or distribution,
or by the Holders of the Securities or by the Trustee under this Indenture if
received by them or it, directly to the holders of Senior Indebtedness (pro rata
to such holders on the basis of the respective amounts of Senior Indebtedness
held by such holders, or as otherwise required by law or a court order) or their
representative or representatives, or to the trustee or trustees under any
indenture pursuant to which any instruments evidencing any Senior Indebtedness
may have been issued, as their respective interests may appear, to the extent
necessary to pay all Senior Indebtedness in full, in cash or other payment
satisfactory to the holders of such Senior Indebtedness, after giving effect to
any concurrent payment or distribution to or for the holders of Senior
Indebtedness, before any payment or distribution or provision therefor is made
to the Holders of the Securities or to the Trustee.

         For purposes of this Article XII, the words, "cash, property or
securities" shall not be deemed to include shares of stock of the Company as
reorganized or readjusted, or securities of the Company or any other corporation
provided for by a plan of reorganization or readjustment, the payment of which
is subordinated at least to the extent provided in this Article XII with respect
to the Securities to the payment of all Senior Indebtedness which may at the
time be outstanding; provided that (i) the Senior Indebtedness is assumed by the
new corporation, if any, resulting from any reorganization or readjustment, and
(ii) the rights of the holders of Senior Indebtedness (other than leases which
are not assumed by the Company or the new corporation, as the case may be) are
not, without the consent of such holders, altered by such reorganization or
readjustment. The consolidation of the Company with, or the merger of the
Company into, another corporation or the liquidation or dissolution of the
Company following the conveyance or transfer of its property as an entirety, or
substantially as an entirety, to another corporation upon the terms and
conditions provided for in Article V shall not be deemed a dissolution,
winding-up, liquidation or reorganization for the purposes of this Section 12.2
if such other corporation shall, as a part of such consolidation, merger,
conveyance or transfer, comply with the conditions stated in Article V.

         In the event of the acceleration of the Securities because of an Event
of Default, no payment or distribution shall be made to the Trustee or any
Holder of Securities in respect of the principal of, premium, if any, or
interest on the Securities (including, but not limited to, the

                                     - 45 -

<PAGE>

redemption price with respect to the Securities called for redemption in
accordance with Article 3 as provided in the Indenture), except payments and
distributions made by the Trustee as permitted by the first or second paragraph
of Section 12.5, until all Senior Indebtedness has been paid in full in cash or
other payment satisfactory to the holders of Senior Indebtedness or such
acceleration is rescinded in accordance with the terms of this Indenture. If
payment of the Securities is accelerated because of an Event of Default, the
Company shall promptly notify holders of Senior Indebtedness of the acceleration
at the address set forth in the notice from the Agent (or successor agent) to
the Trustee as being the address to which the Trustee should send its notice
pursuant to this Section 12.2, unless there are no payment obligations of the
Company thereunder and all obligations thereunder to extend credit have been
terminated or expired.

         In the event that, notwithstanding the foregoing provisions, any
payment or distribution of assets of the Company of any kind or character,
whether in cash, property or securities (including, without limitation, by way
of setoff or otherwise), prohibited by the foregoing, shall be received by the
Trustee or the Holders of the Securities before all Senior Indebtedness is paid
in full in cash or other payment satisfactory to the holders of such Senior
Indebtedness, or provision is made for such payment thereof in accordance with
its terms in cash or other payment satisfactory to the holders of such Senior
Indebtedness, such payment or distribution shall be held in trust for the
benefit of and shall be paid over or delivered to the holders of Senior
Indebtedness or their representative or representatives, or to the trustee or
trustees under any indenture pursuant to which any instruments evidencing any
Senior Indebtedness may have been issued, as their respective interests may
appear, as calculated by the Company, for application to the payment of all
Senior Indebtedness remaining unpaid to the extent necessary to pay all Senior
Indebtedness in full in cash or other payment satisfactory to the holders of
such Senior Indebtedness, after giving effect to any concurrent payment or
distribution to or for the holders of such Senior Indebtedness.

         Nothing in this Section 12.2 shall apply to claims of, or payments to,
the Trustee under or pursuant to Section 7.7. This Section 12.2 shall be subject
to the further provisions of Section 12.5.

         SECTION 12.3 SUBROGATION OF SECURITIES. Subject to the payment in full
of all Senior Indebtedness, the rights of the Holders of the Securities shall be
subrogated to the extent of the payments or distributions made to the holders of
such Senior Indebtedness pursuant to the provisions of this Article XII (equally
and ratably with the holders of all indebtedness of the Company which by its
express terms is subordinated to other indebtedness of the Company to
substantially the same extent as the Securities are subordinated and is entitled
to like rights of subrogation) to the rights of the holders of Senior
Indebtedness to receive payments or distributions of cash, property or
securities of the Company applicable to the Senior Indebtedness until the
principal, premium, if any, and interest on the Securities shall be paid in
full; and, for the purposes of such subrogation, no payments or distributions to
the holders of the Senior Indebtedness of any cash, property or securities to
which the Holders of the Securities or the Trustee would be entitled except for
the provisions of this Article XII, and no payment over pursuant to the
provisions of this Article XII, to or for the benefit of the holders of Senior
Indebtedness by Holders of the Securities or the Trustee, shall, as between the
Company, its creditors other than holders of Senior Indebtedness, and the
Holders of the Securities, be deemed to be a payment by the Company to or on
account of the Senior Indebtedness; and no payments

                                     - 46 -
<PAGE>

or distributions of cash, property or securities to or for the benefit of the
Holders of the Securities pursuant to the subrogation provisions of this Article
XII, which would otherwise have been paid to the holders of Senior Indebtedness
shall be deemed to be a payment by the Company to or for the account of the
Securities. It is understood that the provisions of this Article XII are and are
intended solely for the purposes of defining the relative rights of the Holders
of the Securities, on the one hand, and the holders of the Senior Indebtedness,
on the other hand.

         Nothing contained in this Article XII or elsewhere in this Indenture or
in the Securities is intended to or shall impair, as among the Company, its
creditors other than the holders of Senior Indebtedness, and the Holders of the
Securities, the obligation of the Company, which is absolute and unconditional,
to pay to the Holders of the Securities the principal of (and premium, if any)
and interest on the Securities 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 of the Securities and creditors of the Company other than
the holders of the Senior Indebtedness, nor shall anything herein or therein
prevent the Trustee or the Holder of any Security from exercising all remedies
otherwise permitted by applicable law upon default under this Indenture, subject
to the rights, if any, under this Article XII of the holders of Senior
Indebtedness in respect of cash, property or securities of the Company received
upon the exercise of any such remedy.

         Upon any payment or distribution of assets of the Company referred to
in this Article XII, the Trustee, subject to the provisions of Section 7.1, and
the Holders of the Securities shall be entitled to rely upon any order or decree
made by any court of competent jurisdiction in which such bankruptcy,
dissolution, winding-up, liquidation or reorganization proceedings are pending,
or a certificate of the receiver, trustee in bankruptcy, liquidating trustee,
agent or other person making such payment or distribution, delivered to the
Trustee or to the Holders of the Securities, for the purpose of ascertaining the
persons entitled to participate in such distribution, the holders of the Senior
Indebtedness and other indebtedness of the Company, the amount thereof or
payable thereon and all other facts pertinent thereto or to this Article XII.

         SECTION 12.4 AUTHORIZATION TO EFFECT SUBORDINATION. Each Holder of a
Security by the holder's acceptance thereof authorizes and directs the Trustee
on the holder's behalf to take such action as may be necessary or appropriate to
effectuate the subordination as provided in this Article XII and appoints the
Trustee to act as the holder's attorney-in-fact for any and all such purposes.
If the Trustee does not file a proper proof of claim or proof of debt in the
form required in any proceeding referred to in Section 6.3 hereof at least 30
days before the expiration of the time to file such claim, the holders of any
Senior Indebtedness or their representatives are hereby authorized to file an
appropriate claim for and on behalf of the Holders of the Securities.

         SECTION 12.5 NOTICE TO TRUSTEE. The Company shall give prompt written
notice in the form of an Officers' Certificate to a Responsible Officer of the
Trustee and to any paying agent of any fact known to the Company which would
prohibit the making of any payment of monies to or by the Trustee or any paying
agent in respect of the Securities pursuant to the provisions of this Article
XII. Notwithstanding the provisions of this Article XII or any other provision
of this Indenture, the Trustee shall not be charged with knowledge of the
existence of any facts which would prohibit the making of any payment of monies
to or by the Trustee in respect of the Securities pursuant to the provisions of
this Article XII, unless and until a Responsible Officer of the Trustee shall
have received written notice thereof at the Corporate Trust Office from the

                                     - 47 -

<PAGE>

Company (in the form of an Officers' Certificate) or a Representative or a
holder or holders of Senior Indebtedness or from any trustee thereof; and before
the receipt of any such written notice, the Trustee, subject to the provisions
of Section 7.1, shall be entitled in all respects to assume that no such facts
exist; provided that if on a date not fewer than two Business Days prior to the
date upon which by the terms hereof any such monies may become payable for any
purpose (including, without limitation, the payment of the principal of, or
premium, if any, or interest on any Security) the Trustee shall not have
received, with respect to such monies, the notice provided for in this Section
12.5, then, anything herein contained to the contrary notwithstanding, the
Trustee shall have full power and authority to receive such monies and to apply
the same to the purpose for which they were received, and shall not be affected
by any notice to the contrary which may be received by it on or after such prior
date.

         Notwithstanding anything in this Article XII to the contrary, nothing
shall prevent any payment by the Trustee to the Holders of monies deposited with
it pursuant to Section 8.1, and any such payment shall not be subject to the
provisions of Section 12.1 or 12.2.

         The Trustee, subject to the provisions of Section 7.1, shall be
entitled to rely on the delivery to it of a written notice by a Representative
or a person representing himself to be a holder of Senior Indebtedness (or a
trustee on behalf of such holder) to establish that such notice has been given
by a Representative or a holder of Senior Indebtedness or a trustee on behalf of
any such holder or holders. In the event that the Trustee determines in good
faith that further evidence is required with respect to the right of any person
as a holder of Senior Indebtedness to participate in any payment or distribution
pursuant to this Article XII, the Trustee may request such person to furnish
evidence to the reasonable satisfaction of the Trustee as to the amount of
Senior Indebtedness held by such person, the extent to which such person is
entitled to participate in such payment or distribution and any other facts
pertinent to the rights of such person under this Article XII, and if such
evidence is not furnished the Trustee may defer any payment to such person
pending judicial determination as to the right of such person to receive such
payment.

         SECTION 12.6 TRUSTEE'S RELATION TO SENIOR INDEBTEDNESS. The Trustee in
its individual capacity shall be entitled to all the rights set forth in this
Article XII in respect of any Senior Indebtedness at any time held by it, to the
same extent as any other holder of Senior Indebtedness, and nothing in Section
7.11 or elsewhere in this Indenture shall deprive the Trustee of any of its
rights as such holder.

         With respect to the holders of Senior Indebtedness, the Trustee
undertakes to perform or to observe only such of its covenants and obligations
as are specifically set forth in this Article XII, and no implied covenants or
obligations with respect to the holders of Senior Indebtedness shall be read
into this Indenture against the Trustee. The Trustee shall not be deemed to owe
any fiduciary duty to the holders of Senior Indebtedness and, subject to the
provisions of Section 7.1, the Trustee shall not be liable to any holder of
Senior Indebtedness if it shall pay over or deliver to Holders of Securities,
the Company or any other person money or assets to which any holder of Senior
Indebtedness shall be entitled by virtue of this Article XII or otherwise.

         SECTION 12.7 NO IMPAIRMENT OF SUBORDINATION. No right of any present or
future holder of any Senior Indebtedness to enforce subordination as herein
provided shall at any time

                                     - 48 -

<PAGE>

in any way be prejudiced or impaired by any act or failure to act on the part of
the Company or by any act or failure to act, in good faith, by any such holder,
or by any noncompliance by the Company with the terms, provisions and covenants
of this Indenture, regardless of any knowledge thereof which any such holder may
have or otherwise be charged with.

         SECTION 12.8 ARTICLE APPLICABLE TO PAYING AGENTS. If at any time any
Paying Agent other than the Trustee shall have been appointed by the Company and
be then acting hereunder, the term "Trustee" as used in this Article shall
(unless the context otherwise requires) be construed as extending to and
including such Paying Agent within its meaning as fully for all intents and
purposes as if such Paying Agent were named in this Article in addition to or in
place of the Trustee; provided, however, that the first paragraph of Section
12.5 shall not apply to the Company or any Affiliate of the Company if it or
such Affiliate acts as Paying Agent.

         SECTION 12.9 SENIOR INDEBTEDNESS ENTITLED TO RELY. The holders of
Senior Indebtedness (including, without limitation, Designated Senior
Indebtedness) shall have the right to rely upon this Article XII, and no
amendment or modification of the provisions contained herein shall diminish the
rights of such holders unless such holders shall have agreed in writing thereto.

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

                                                ATRIX LABORATORIES, INC.

                                                By:_____________________________
                                                Name:___________________________
                                                Its:____________________________

                                                [Name of Trustee]

                                                By:_____________________________
                                                Name:___________________________
                                                Its:____________________________

                                     - 49 -