<PAGE>
- --------------------------------------------------------------------------------
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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM 8-A
               FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                    PURSUANT TO SECTION 12(B) OR (G) OF THE
                        SECURITIES EXCHANGE ACT OF 1934
 
- ----------------------------------------------------------
                           THE COOPER COMPANIES, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
 
- ----------------------------------------------------------

<TABLE>
<S>                                                       <C>
                        DELAWARE                                                 94-2657368
        (State of incorporation or organization)                    (I.R.S. Employer Identification No.)
         ONE BRIDGE PLAZA, FORT LEE, NEW JERSEY                                    07024
        (Address of principal executive offices)                                 (Zip Code)
</TABLE>

 
       SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
 

<TABLE>
<CAPTION>
                  TITLE OF EACH CLASS                                  NAME OF EACH EXCHANGE ON WHICH
                  TO BE SO REGISTERED                                  EACH CLASS IS TO BE REGISTERED
- --------------------------------------------------------  --------------------------------------------------------
<S>                                                       <C>
            10% SENIOR SUBORDINATED SECURED                              THE PACIFIC STOCK EXCHANGE
                     NOTES DUE 2003
</TABLE>

 
       SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
 
                                      None
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 

<PAGE>
ITEM 1.DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
 
     The  information set forth under 'Description  of New Notes' in the Amended
and Restated  Offer to  Exchange and  Consent Solicitation,  dated December  15,
1993, of The Cooper Companies, Inc. (the 'Company'), filed as Exhibit (a)(16) to
Amendment  No. 7 to the  Company's Schedule 13E-4 filed  with the Securities and
Exchange Commission  on December  15, 1993  (File No.  1-8597), is  incorporated
herein by reference.
 
ITEM 2.MATERIAL TO BE FILED AS EXHIBITS.
 

<TABLE>
<CAPTION>
EXHIBIT
NUMBER
- -------
<S>       <C>
3.1       -- Restated Certificate of Incorporation, as amended, incorporated by reference to Exhibit 4(a) to the
             Company's Registration Statement on Form S-3 (No. 33-17330) and Exhibits 19a and 19c to the Company's
             Quarterly Report on Form 10-Q for the fiscal quarter ended April 30, 1988 (File No. 1-8597).
3.2       -- Amended and Restated By-Laws.
4.1       -- Indenture, dated as of March 1, 1985, between the Company and Security Pacific National Bank,
             incorporated by reference to Exhibit 28(a) to the Company's Registration Statement on Form S-3 (File
             No. 33-11298).
4.2       -- First Supplemental Indenture, dated as of June 29, 1989, between the Company and Bankers Trust
             Company, as successor trustee, with respect to the 10 5/8% Convertible Subordinated Reset Debentures
             due 2005, incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K dated
             July 13, 1989 (File No. 1-8597).
4.3       -- Second Supplemental Indenture, dated January 6, 1994 entered into between the Company and Bankers
             Trust Company, as successor trustee, with respect to the 10 5/8% Convertible Subordinated Reset
             Debentures due 2005.
4.4       -- Rights Agreement, dated as of October 29, 1987, between the Company and The First National Bank of
             Boston, incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K dated
             October 29, 1987 (File No. 1-8597).
4.5       -- Amendment No. 1 to Rights Agreement, dated as of June 14, 1993, between the Company and The First
             National Bank of Boston, incorporated by reference to Exhibit 10.4 to the Company's Quarterly Report
             on Form 10-Q for the fiscal quarter ended April 30, 1993 (File No. 1-8597).
4.6       -- Certificate of Designations, Preferences, and Relative Rights, Qualifications, Limitations and
             Restrictions of the Series B Preferred Stock and Series C Preferred Stock of the Company, incorporated
             by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q for the fiscal quarter ended April
             30, 1993 (File No. 1-8597).
4.7       -- Certificate of Designation, Preferences and Rights of Series A Junior Participating Preferred Stock of
             The Cooper Companies, Inc., incorporated by reference to Exhibit 4.10 of the Company's Annual Report
             on Form 10-K for the fiscal year ended October 31, 1989 (File No. 1-8597).
4.8       -- Indenture, dated January 6, 1994 between the Company and IBJ Schroder Bank & Trust Company, as
             trustee, with respect to the 10% Senior Subordinated Secured Notes due 2003.
4.9       -- Pledge Ageement, dated January 6, 1994 between the Company and IBJ Schroder Bank & Trust Company, as
             trustee, with respect to the 10% Senior Subordinated Secured Notes due 2003.
</TABLE>

 
                                       2
 

<PAGE>
                                   SIGNATURE
 
     Pursuant  to the requirements of Section  12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.
 
                                          THE COOPER COMPANIES, INC.
 
                                          By:        s/s MARISA F. JACOBS
                                             ...................................
                                            Name: MARISA F. JACOBS
                                            Title: Secretary and Associate
                                          General Counsel
 
Dated January 18, 1994
 
                                       3
 

<PAGE>
                                 EXHIBIT INDEX
 

<TABLE>
<CAPTION>
EXHIBIT                                                                                              SEQUENTIALLY
  NO.                                           DESCRIPTION                                          NUMBERED PAGE
- -------   ----------------------------------------------------------------------------------------   -------------
<S>       <C>                                                                                        <C>
  3.1     Restated Certificate of Incorporation, as amended, incorporated by reference to Exhibit
          4(a) to the Company's Registration Statement on Form S-3 (No. 33-17330) and Exhibits 19a
          and 19c to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended
          April 30, 1988 (File No. 1-8597).
  3.2     Amended and Restated By-Laws.
  4.1     Indenture, dated as of March 1, 1985, between the Company and Security Pacific National
          Bank, incorporated by reference to Exhibit 28(a) to the Company's Registration Statement
          on Form S-3 (File No. 33-11298).
  4.2     First Supplemental Indenture, dated as of June 29, 1989, between the Company and Bankers
          Trust Company, as successor trustee, with respect to the 10 5/8% Convertible
          Subordinated Reset Debentures due 2005, incorporated by reference to Exhibit 4.1 to the
          Company's Current Report on Form 8-K dated July 13, 1989 (File No. 1-8597).
  4.3     Second Supplemental Indenture, dated January 6, 1994 entered into between the Company
          and Bankers Trust Company, as successor trustee, with respect to the 10 5/8% Convertible
          Subordinated Reset Debentures due 2005.
  4.4     Rights Agreement, dated as of October 29, 1987, between the Company and The First
          National Bank of Boston, incorporated by reference to Exhibit 4.1 to the Company's
          Current Report on Form 8-K dated October 29, 1987 (File No. 1-8597).
  4.5     Amendment No. 1 to Rights Agreement, dated as of June 14, 1993, between the Company and
          The First National Bank of Boston, incorporated by reference to Exhibit 10.4 to the
          Company's Quarterly Report on Form 10-Q for the fiscal quarter ended April 30, 1993
          (File No. 1-8597).
  4.6     Certificate of Designations, Preferences, and Relative Rights, Qualifications,
          Limitations and Restrictions of the Series B Preferred Stock and Series C Preferred
          Stock of the Company, incorporated by reference to Exhibit 10.2 to the Quarterly Report
          on Form 10-Q for the fiscal quarter ended April 30, 1993 (File No. 1-8597).
  4.7     Certificate of Designation, Preferences and Rights of Series A Junior Participating
          Preferred Stock of The Cooper Companies, Inc., incorporated by reference to Exhibit 4.10
          of the Company's Annual Report on Form 10-K for the fiscal year ended October 31, 1989
          (File No. 1-8597).
  4.8     Indenture, dated January 6, 1994 between the Company and IBJ Schroder Bank & Trust
          Company, as trustee, with respect to the 10% Senior Subordinated Secured Notes due 2003.
  4.9     Pledge Ageement, dated January 6, 1994 between the Company and IBJ Schroder Bank & Trust
          Company, as trustee, with respect to the 10% Senior Subordinated Secured Notes due 2003.
</TABLE>

 
                                       4






<PAGE>
                         CURRENT AS OF AUGUST 10, 1993
 
                           THE COOPER COMPANIES, INC.

                          AMENDED AND RESTATED BY-LAWS
                                   ARTICLE I
                                    OFFICES
 
     SECTION  1. The registered office shall be  in the City of Dover, County of
Kent, State of Delaware.
 
     SECTION 2. The Corporation may also have offices at such other places  both
within and without the State of Delaware as the Board of Directors may from time
to time determine or the business of the Corporation may require.
 
                                   ARTICLE II
                            MEETINGS OF STOCKHOLDERS
 
     SECTION  1. All meetings of the  Stockholders for the election of directors
shall be held in the  City of Palo Alto, State  of California, at such place  as
may be fixed from time to time by the Board of Directors, or at such other place
either  within or without the State of Delaware as shall be designated from time
to time by  the Board  of Directors  and stated in  the notice  of the  meeting.
Meetings  of Stockholders  for any other  purpose may  be held at  such time and
place, within or without the State of Delaware, as shall be stated in the notice
of the meeting or in a duly executed waiver of notice thereof.
 
     SECTION 2. The annual meeting of Stockholders shall be held on such date in
each year, and at such hour and  place within or without the State of  Delaware,
as  shall be fixed in
 each  year by the Board of  Directors or the Chairman. The
purposes for  which the  annual meeting  is to  be held,  in addition  to  those
prescribed  by law, by the Certificate of Incorporation or by these By-laws, may
be specified by the Board of Directors or the Chairman. If no annual meeting has
been held as specified above, a special  meeting in lieu thereof may be held  or
there  may be  action by written  consent of  the Stockholders on  matters to be
voted on at  the annual  meeting, and such  special meeting  or written  consent
shall  have for  the purposes of  these By-laws  or otherwise all  the force and
effect of an annual meeting.
 
     SECTION 3. Written notice of the annual meeting stating the place, date and
hour of the meeting, shall be given to each stockholder entitled to vote at such
meeting not  less than  ten nor  more than  sixty days  before the  date of  the
meeting.
 
     SECTION  4.  The  Officer  who  has  charge  of  the  stock  ledger  of the
Corporation shall prepare and  make, at least ten  days before every meeting  of
Stockholders,  a  complete list  of  the Stockholders  entitled  to vote  at the
meeting, arranged  in  alphabetical  order,  and showing  the  address  of  each
stockholder and the number of shares registered in the name of each stockholder.
Such  list shall be open to the  examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten days prior  to the  meeting, either  at a place  within the  city where  the
meeting  is to  be held,  which place shall  be specified  in the  notice of the
meeting, or, if not so specified, at the place where the meeting is to be  held.
The  list shall also be produced  and kept at the time  and place of the meeting
during the whole time thereof,  and may be inspected  by any stockholder who  is
present.
 
     SECTION  5.  Special  meetings  of the  Stockholders,  for  any  purpose or
purposes, unless  otherwise  prescribed by  statute  or by  the  Certificate  of
Incorporation, may be called by the Chairman and shall be called by the Chairman
or  the  Secretary at  the request  in writing  of  a majority  of the  Board of
Directors, or at  the request in  writing of Stockholders  owning a majority  in
amount of the entire capital stock of the Corporation issued and outstanding and
entitled  to  vote. Such  request shall  state  the purpose  or purposes  of the
proposed meeting.
 
     SECTION 6. Written notice of a special meeting stating the place, date  and
hour of the meeting and the purpose or purposes for which the meeting is called,
shall be given not less than ten nor more than sixty days before the date of the
meeting, to each Stockholder entitled to vote at such meeting.
 
     SECTION 7. Business transacted at any special meeting of Stockholders shall
be limited to the purposes stated in the notice.
 
     SECTION  8. A majority of the shares entitled to vote, present in person or
represented by proxy, shall constitute a quorum at all meetings of  stockholders
for the transaction of business, except as otherwise
 

<PAGE>
provided  by statute or  by the Certificate of  Incorporation. If, however, such
quorum shall not be present or  represented at any meeting of the  Stockholders,
the  Stockholders entitled to vote thereat,  present in person or represented by
proxy, shall have power to adjourn the meeting from time to time, without notice
other than  announcement at  the meeting,  until a  quorum shall  be present  or
represented.  At such adjourned  meeting at which  a quorum shall  be present or
represented, any business may be transacted which might have been transacted  at
the  meeting as originally notified. If the  adjournment is for more than thirty
days, or if after the adjournment a  new record date is fixed for the  adjourned
meeting, a notice of the adjourned meeting shall be given to each stockholder of
record entitled to vote at the meeting.
 
     SECTION  9.  In  all matters  other  than  the election  of  Directors, the
affirmative vote of the majority of  shares present in person or represented  by
proxy,  at a meeting at which  a quorum is present, and  entitled to vote on the
subject matter shall decide any matter  brought before such meeting, unless  the
matter  is one upon which, by express provision of statute or of the Certificate
of Incorporation,  a different  vote is  required, in  which case  such  express
provision  shall govern and control the decision of such matter. Directors shall
be elected  by a  plurality of  the votes  of the  shares present  in person  or
represented by proxy, at a meeting at which a quorum is present, and entitled to
vote on the election of Directors.
 
     SECTION  10. Unless otherwise provided in the Certificate of Incorporation,
each stockholder shall at every meeting  of the Stockholders be entitled to  one
vote  in person or  by proxy for each  share of the  capital stock having voting
power held by such stockholder, but no proxy shall be voted on after three years
from its date, unless the proxy provided for a longer period.
 
     SECTION 11. Unless otherwise provided in the Certificate of  Incorporation,
any action required to be taken at any annual or special meeting of Stockholders
of  the Corporation, or any  action which may be taken  at any annual or special
meeting of such  Stockholders, may  be taken  without a  meeting, without  prior
notice  and without a vote, if a consent in writing, setting forth the action so
taken, shall be signed by the minimum number of votes that would be necessary to
authorize or take such action at a meeting at which all shares entitled to  vote
thereon  were present and  voted. Prompt notice  of the taking  of the corporate
action without a meeting by less  than unanimous written consent shall be  given
to those Stockholders who have not consented in writing.
 
     SECTION  12. At any annual meeting  of the Stockholders, only such business
shall be conducted as shall have been properly brought before the meeting. To be
properly brought  before  a  meeting,  business  (other  than  the  election  of
directors,  the procedures for which are detailed  in Section 13 of this Article
II) must be either  (a) specified in  the notice of  meeting (or any  supplement
thereto)  given by or at the direction  of the Board of Directors, (b) otherwise
properly brought before  the meeting  by or  at the  direction of  the Board  of
Directors,   or  (c)  otherwise  properly  brought   before  the  meeting  by  a
Stockholder. In addition to any  other applicable requirements, for business  to
be  properly brought before an annual  meeting by a Stockholder, the Stockholder
must have  given  timely notice  thereof  in writing  to  the Secretary  of  the
Corporation. To be timely, a Stockholder's notice must be delivered to or mailed
and  received at  the principal executive  offices of the  Corporation, not less
than sixty (60) nor more than ninety  (90) days prior to the meeting;  provided,
however,  that  in the  event that  less than  75 days'  notice or  prior public
disclosure of the date of the meeting  is given or made to Stockholders,  notice
by  the Stockholder to be timely must be so received not later than the close of
business on the 15th day following the day  on which such notice of the date  of
the  meeting  was mailed  or such  public disclosure  was made,  whichever first
occurs.  As  used  herein,  the  term  'public  disclosure'  shall  include  any
disclosure  made by  press release  issued by the  Corporation or  any notice of
record date  and  meeting  date  for  the  meeting  delivered  to  any  national
securities  exchange on which the Corporation's  securities are listed or to the
National Association of Securities Dealers  if the Corporation's securities  are
then   quoted  on   such  Association's   interdealer  quotation   system.  Such
Stockholder's notice to  the Secretary  shall set forth  as to  each matter  the
Stockholder  proposes to bring before the meeting (i) a brief description of the
business desired to be brought before the meeting and the reasons for conducting
such business at the  meeting, (ii) the  record name and  record address of  the
Stockholder  proposing such  business, (iii) the  class and number  of shares of
capital  stock  of  the  Corporation   which  are  beneficially  owned  by   the
Stockholder, and (iv) any material interest of the Stockholder in such business.
 

<PAGE>
     Notwithstanding  anything in the By-laws to the contrary, no business shall
be conducted at an annual meeting  except in accordance with the procedures  set
forth  in this Section  12, provided, however,  that nothing in  this Section 12
shall be  deemed to  preclude  discussion by  any  Stockholder of  any  business
properly brought before the meeting in accordance with said procedure.
 
     The  Chairman of  the meeting  shall, if  the facts  warrant, determine and
declare to the meeting that business was not properly brought before the meeting
in accordance  with the  provisions of  this Section  12, and  if he  should  so
determine, he shall so declare to the meeting and any such business not properly
brought before the meeting shall not be transacted.
 
     SECTION 13. Only persons who are nominated in accordance with the following
procedures  shall be eligible for election  as directors. Nominations of persons
for election to  the Board  of Directors  of the Corporation  may be  made at  a
meeting  of Stockholders by or at the direction of the Board of Directors by any
nominating committee or person appointed by  the Board or by any Stockholder  of
the  Corporation entitled to vote  for the election of  directors at the meeting
who complies  with the  notice procedures  set forth  in this  Section 13.  Such
nominations,  other  than those  made by  or at  the direction  of the  Board of
Directors, shall be made pursuant to  timely notice in writing to the  Secretary
of  the Corporation. To be timely, a  Stockholder's notice shall be delivered to
or mailed and received at the principal executive offices of the Corporation not
less than sixty (60) days  or more than ninety (90)  days prior to the  meeting;
provided,  however, that  in the  event that less  than seventy  five (75) days'
notice or prior public disclosure of the date of the meeting is given or made to
Stockholders, notice by  the Stockholder to  be timely must  be so received  not
later than the close of business on the 15th day following the day on which such
notice of the date of the meeting was mailed or such public disclosure was made,
whichever  first  occurs. As  used herein,  the  term 'public  disclosure' shall
include any disclosure made  by press release issued  by the Corporation or  any
notice  of record date and meeting date for the meting delivered to any national
securities exchange on which the Corporation's  securities are listed or to  the
National  Association of Securities Dealers  if the Corporation's securities are
then  quoted   on  such   Association's  interdealer   quotation  system.   Such
Stockholder's notice to the Secretary shall set forth (a) as to each person whom
+the Stockholder proposes to nominate for election or re-election as a director,
(i) the name, age, business address or residence address of the person, (ii) the
principal  occupation or employment of the person, (iii) the class and number of
shares of capital stock of the  Corporation which are beneficially owned by  the
person and (iv) any other information relating to the person that is required to
be  disclosed in solicitations for proxies for election of directors pursuant to
Regulation 14A under the Securities Exchange Act of 1934, as amended; and (b) as
to the Stockholder giving notice (i) the  record name and record address of  the
Stockholder  and (ii)  the class and  number of  shares of capital  stock of the
Corporation which are beneficially owned by the Stockholder. The Corporation may
require any proposed nominee to furnish such other information as may reasonably
be required by  the Corporation to  determine the eligibility  of such  proposed
nominee  to serve as a director of  the Corporation. No person shall be eligible
for election as  a director of  the Corporation unless  nominated in  accordance
with the procedures set forth herein.
 
     The  Chairman of  the meeting  shall, if  the facts  warrant, determine and
declare to the meeting  that a nomination  was not made  in accordance with  the
foregoing  procedure, and if he should so  determine, he shall so declare to the
meeting and the defective nomination shall be disregarded.
 
                                  ARTICLE III
                                   DIRECTORS
 
     SECTION 1. The number of directors  which shall constitute the whole  board
shall  be not  less than  six nor  more than  eleven. The  board shall initially
consist of nine directors.  Thereafter, within the  limits above specified,  the
number  of directors shall be determined by resolution of the Board of Directors
or by the Stockholders at the annual meeting. The directors shall be elected  at
the  annual meeting of the Stockholders, except as provided in Section 2 of this
Article, and each  director elected  shall hold  office until  his successor  is
elected and qualified. Directors need not be Stockholders.
 
     SECTION  2. Vacancies  and newly  created directorships  resulting from any
increase in the authorized number  of directors may be  filled by a majority  of
the  directors then in office, though less than a quorum, or by a sole remaining
director, and the directors  so chosen shall hold  office until the next  annual
election  and until their successors are  duly elected and shall qualify, unless
sooner displaced.  If there  are no  directors in  office, then  an election  of
directors may be held in the manner provided by
 

<PAGE>
statute.  If,  at  the  time  of  filling  any  vacancy  or  any  newly  created
directorship, the directors then in office shall constitute less than a majority
of the whole board (as constituted immediately prior to any such increase),  the
Court  of  Chancery may,  upon application  of  any stockholder  or Stockholders
holding at least  ten percent  of the  total number of  the shares  at the  time
outstanding  having the  right to  vote for  such directors,  summarily order an
election to be held to fill  any such vacancies or newly created  directorships,
or to replace the directors chosen by the directors then in office.
 
     SECTION 3. The business of the Corporation shall be managed by or under the
direction  of its Board of  Directors which may exercise  all such powers of the
Corporation and do all such lawful acts and  things as are not by statute or  by
the  Certificate of Incorporation or by these By-laws directed or required to be
exercised or done by the Stockholders.
 
                       MEETINGS OF THE BOARD OF DIRECTORS
 
     SECTION 4. The  Board of Directors  of the Corporation  may hold  meetings,
both regular and special, either within or without the State of Delaware.
 
     SECTION 5. The first meeting of each newly elected Board of Directors shall
be held immediately following the annual meeting of Stockholders at the place of
such  annual meeting, and  no notice of  such meeting shall  be necessary to the
newly elected directors in order legally  to constitute the meeting, provided  a
quorum  shall be present. In the event such  meeting is not held at the time and
place specified above, the meeting may be  held at such time and place as  shall
be  specified in a notice given as  hereinafter provided for special meetings of
the Board of Directors, or as shall  be specified in a written waiver signed  by
all of the directors.
 
     SECTION  6. Regular meetings of the Board  of Directors may be held without
notice at such time and at such place  as shall from time to time be  determined
by the board.
 
     SECTION 7. Special meetings of the board or any committees of the board may
be  called by the Chairman  on not less than two  day's notice to each director,
either personally or by telephone, mail (including overnight courier  services),
telegram,  telex, or facsimile; special meetings shall be called by the Chairman
or Secretary or any Assistant Secretary in like manner and on like notice on the
written request of two directors unless the board consists of only one director,
in which case special meetings shall be called by the Chairman or Secretary,  or
any Assistant Secretary in like manner and on like notice on the written request
of  the sole  director. The notice  of any  regular or special  meeting need not
specify the purpose of such meeting, except  as required by Article VIII of  the
By-laws.
 
     SECTION  8. At all meetings of the  board a majority of the directors shall
constitute a quorum for the transaction of  business, and the act of a  majority
of  the directors present at any meeting at which there is a quorum shall be the
act of the Board of Directors, except as may be otherwise specifically  provided
by  statute or  by the Certificate  of Incorporation.  If a quorum  shall not be
present at any meeting of the Board of Directors, the directors present  thereat
may   adjourn  the  meeting  from  time  to  time,  without  notice  other  than
announcement at the meeting, until a quorum shall be present.
 
     SECTION 9. Unless otherwise restricted by the Certificate of  Incorporation
or these By-laws, any action required or permitted to be taken at any meeting of
the  Board  of Directors  or of  any committee  thereof may  be taken  without a
meeting, if all members of the board  or committee, as the case may be,  consent
thereto  in writing, and the  writing or writings are  filed with the minutes of
proceedings of the board or committee.
 
     SECTION 10. Unless otherwise restricted by the Certificate of Incorporation
or these By-laws, members of the Board of Directors, or any committee designated
by the  Board  of Directors,  may  participate in  a  meeting of  the  Board  of
Directors,  or  any  committee,  by means  of  conference  telephone  or similar
communications equipment  by means  of which  all persons  participating in  the
meeting  can  hear  each  other,  and  such  participation  in  a  meeting shall
constitute presence in person at the meeting.
 
                            COMMITTEES OF DIRECTORS
 
     SECTION 11. The Board of Directors may, by resolution passed by a  majority
or  the whole board, designate one or more committees, each committee to consist
of one or more of the directors of the Corporation. The Board may designate  one
or  more directors as  alternate members of  any committee, who  may replace any
absent or disqualified member at any meeting of the committee.
 

<PAGE>
     In the absence or disqualification of  a member of a committee, the  member
or  members thereof  present at  any meeting  and not  disqualified from voting,
whether or not he or they  constitute a quorum, may unanimously appoint  another
member  of the Board of Directors to act at the meeting in the place of any such
absent or disqualified member.
 
     Any such committee, to the extent  provided in the resolution of the  Board
of  Directors, shall have and  may exercise all the  powers and authority of the
Board of  Directors  in  the management  of  the  business and  affairs  of  the
Corporation,  and may authorize the seal of the Corporation to be affixed to all
papers which may  require it;  but no  such committee  shall have  the power  or
authority in reference to amending the Certificate of Incorporation, adopting an
Agreement of Merger or Consolidation, recommending to the Stockholders the sale,
lease  or exchange of all or substantially all of the Corporation's property and
assets, recommending to the Stockholders a  dissolution of the Corporation or  a
revocation  of a dissolution,  or amending the By-laws  of the Corporation; and,
unless the resolution or the Certificate of Incorporation expressly so provides,
no such committee shall have the power or authority to declare a dividend or  to
authorize  the issuance of  stock. Such committee or  committees shall have such
name or names as may  be determined from time to  time by resolution adopted  by
the Board of Directors.
 
     SECTION  12. Each committee shall keep  regular minutes of its meetings and
report the same to the Board of Directors when required.
 
                           COMPENSATION OF DIRECTORS
 
     SECTION 13. Unless otherwise restricted by the Certificate of Incorporation
or these By-laws, the  Board of Directors  shall have the  authority to fix  the
compensation  of directors. The directors may be paid their expenses, if any, of
attendance at each meeting of the Board of Directors and may be paid a fixed sum
for attendance at each meeting of the  Board of Directors or a stated salary  as
director.  No  such  payment  shall  preclude  any  director  from  serving  the
Corporation in any other capacity  and receiving compensation therefor.  Members
of special or standing committees may be allowed like compensation for attending
committee meetings.
 
                              REMOVAL OF DIRECTORS
 
     SECTION 14. Unless otherwise restricted by the Certificate of Incorporation
or by law, any director or the entire Board of Directors may be removed, with or
without  cause, by the  holders of a majority  of shares entitled  to vote at an
election of directors.
 
                                   ARTICLE IV
                                    NOTICES
 
     SECTION 1.  Whenever,  under the  provisions  of  the statutes  or  of  the
Certificate  of Incorporation or of these Bylaws, notice is required to be given
to any  director or  Stockholder, it  shall not  be construed  to mean  personal
notice, but notice to such director or Stockholder, at his address as it appears
on the records of the Corporation, with postage thereon prepaid, and such notice
shall  be deemed to be given at the time when the same shall be deposited in the
United States mail or with an overnight courier service. Notice to directors may
also be given personally or by telephone, telegram, telex or facsimile.
 
     SECTION 2. Whenever any notice is required to be given under the  provision
of  the statutes or of  the Certificate of Incorporation  or of these By-laws, a
waiver thereof in  writing, signed  by the person  or persons  entitled to  said
notice,  whether  before  or after  the  time  stated therein,  shall  be deemed
equivalent thereto.
 
                                   ARTICLE V
                                    OFFICERS
 
     SECTION 1. The officers of the Corporation shall be chosen by the Board  of
Directors  and shall be a  Chairman or two Co-Chairmen, a President, one or more
Vice Presidents,  a Secretary  and  a Treasurer.  Whenever  there shall  be  two
Co-Chairmen, any reference in these By-laws to the Chairman shall mean either of
such   Co-Chairmen.  The  Board  of  Directors  may  also  choose  one  or  more
Vice-Chairmen, additional Vice Presidents, and one or more Assistant Secretaries
and Assistant Treasurers. Any
 

<PAGE>
number of offices  may be held  by the  same person, unless  the Certificate  of
Incorporation or these By-laws otherwise provide.
 
     SECTION  2. The Board of  Directors at its first  meeting after each annual
meeting of Stockholders shall choose a  Chairman, a President, one or more  Vice
Presidents, a Secretary and a Treasurer.
 
     SECTION  3.  The Board  of Directors  may appoint  such other  officers and
agents as it shall deem  necessary who shall hold  their offices for such  terms
and  shall exercise such powers  and perform such duties  as shall be determined
from time to time by the Board.
 
     SECTION 4. The salaries of all officers and agents of the Corporation shall
be fixed by the Board of Directors.
 
     SECTION 5. The officers  of the Corporation shall  hold office until  their
successors  are chosen  and qualify.  Any officers  elected or  appointed by the
Board of Directors  may be  removed at  any time by  the affirmative  vote of  a
majority  of the Board of Directors. Any  vacancy occurring in any office of the
Corporation shall be filled by the Board of Directors.
 
                                  THE CHAIRMAN
 
     SECTION 6. The Chairman shall preside  at all meetings of the  Stockholders
and  the Board  of Directors,  shall have general  and active  management of the
business of the Corporation and shall see that all orders and resolutions of the
Board of Directors are carried out.
 
     SECTION 7. He shall execute bonds, mortgages and other contracts  requiring
a seal, under the seal of the Corporation, except where required or permitted by
law  to  be otherwise  signed  and executed  and  except where  the  signing and
execution thereof shall be expressly delegated by the Board of Directors to some
other officer or agent of the Corporation.
 
                         THE VICE CHAIRMAN OF THE BOARD
 
     SECTION 8. The Vice Chairman of the  Board, if any, shall have such  powers
and  shall perform such duties as the Board  of Directors or the Chairman of the
Board from time to time designates.
 
                                 THE PRESIDENT
 
     SECTION 9.  The President  shall  be the  chief  executive officer  of  the
Corporation,  shall in  the absence  of the Chairman  or Vice  Chairman, if any,
preside at all meetings of the  Stockholders and the Board of Directors,  shall,
along  with the Chairman, have general and  active management of the business of
the Corporation and shall see  that all orders and  resolutions of the Board  of
Directors are carried into effect.
 
     SECTION  10. Upon direction of  the Board of Directors  or the Chairman, he
shall execute bonds, mortgages, and other contracts requiring a seal, under  the
seal  of  the Corporation,  except  where required  or  permitted by  law  to be
otherwise signed and executed and except where the signing and execution thereof
shall be expressly delegated by the Board of Directors to some other officer  or
agent of the Corporation.
 
                              THE VICE PRESIDENTS
 
     SECTION  11.  In  the absence  of  the President  or  in the  event  of his
inability or refusal to act, the Vice  President (or in the event there be  more
than  one Vice  President, the  Vice Presidents in  the order  designated by the
directors, or in  the absence of  any designation,  then in the  order of  their
election)  shall perform the duties of the  President and, when so acting, shall
have all  the  powers  of and  be  subject  to all  the  restrictions  upon  the
President.  The Vice  Presidents shall perform  such other duties  and have such
other powers as the Board of Directors may from time to time prescribe.
 
                     THE SECRETARY AND ASSISTANT SECRETARY
 
     SECTION 12.  The  Secretary shall  attend  all  meetings of  the  Board  of
Directors  and all  meetings of  the Corporation and  shall keep  the minutes of
meetings of the Corporation and of the Board  of Directors in a book to be  kept
for   that   purpose   and  shall   perform   like  duties   for   the  standing
 

<PAGE>
committees when required. He  shall give, or  cause to be  given, notice of  all
meetings of the Stockholders and special meetings of the Board of Directors, and
shall  perform such other duties as may be prescribed by the Board of Directors,
or Chairman, under whose supervision he shall  be. He shall have custody of  the
corporate  seal of the Corporation and he, or an Assistant Secretary, shall have
the authority to  affix the same  to any  instrument requiring it  and, when  so
affixed,  it may be attested by his signature or such Assistant Secretary's. The
Board of Directors may give general authority to any other officer to affix  the
seal of the Corporation and to attest the affixing by his signature.
 
     SECTION  13. The  Assistant Secretary  or, if there  be more  than one, the
Assistant Secretaries in the order determined by the Board of Directors (or,  if
there  be no such determination, then in  the order of their election) shall, in
the absence of the Secretary or in the event of his inability or refusal to  act
or at the request of the Chairman, perform the duties and exercise the powers of
the  Secretary and shall perform such other duties and have such other powers as
the Board of Directors may from time to time prescribe.
 
                     THE TREASURER AND ASSISTANT TREASURERS
 
     SECTION 14. The Treasurer shall have the custody of the corporate funds and
securities  and  shall  keep  full   and  accurate  accounts  of  receipts   and
disbursements in books belonging to the Corporation and shall deposit all moneys
and  other valuable effects in the name and  to the credit of the Corporation in
such depositories as may be designated by the Board of Directors.
 
     SECTION 15.  He shall  disburse the  funds  of the  Corporation as  may  be
ordered   by  the   Board  of  Directors,   taking  proper   vouchers  for  such
disbursements, and shall render to the  Chairman and the Board of Directors,  at
its  regular meetings, or when the Board of Directors so requires, an account of
all his  transactions  as  Treasurer  and of  the  financial  condition  of  the
Corporation.
 
     SECTION  16.  If required  by the  Board  of Directors,  he shall  give the
Corporation a bond (which shall be renewed every six years) in such sum and with
such surety or sureties as shall be  satisfactory to the Board of Directors  for
the  faithful performance of the duties of his office and for the restoration to
the Corporation, in case of his  death, resignation, retirement or removal  from
office,  of all  books, papers, vouchers,  money and other  property of whatever
kind in his possession or under his control belonging to the Corporation.
 
     SECTION 17. The Assistant  Treasurer or, if there  shall be more than  one,
the  Assistant Treasurers in the order determined by the Board of Directors (or,
if there be no such determination, then in the order of their election),  shall,
in  the absence of the Treasurer or in  the event of his inability or refusal to
act, perform  the duties  and exercise  the powers  of the  Treasurer and  shall
perform  such other duties and have such  other powers as the Board of Directors
may from time to time prescribe.
 
                                  ARTICLE VI
                             CERTIFICATE OF STOCK
                 
     SECTION 1. Every holder  of stock in the  Corporation shall be entitled  to
have a certificate signed by, or in the name of the Corporation by, the Chairman
or Vice Chairman of the Board of Directors, of the President or a Vice President
and  the Treasurer or an  Assistant Treasurer, or the  Secretary or an Assistant
Secretary of the Corporation,  certifying the number of  shares owned by him  in
the Corporation.
 
     Certificates may be issued for partly paid shares and in such case upon the
face  or  back of  the certificates  issued  to represent  any such  partly paid
shares, the total amount of the consideration to be paid therefor and the amount
paid thereon shall be specified.
 
     SECTION 2.  Any  of  or  all  the signatures  on  the  certificate  may  be
facsimile.  In case any officer,  transfer agent or registrar  who has signed or
whose facsimile signature has been placed  upon a certificate shall have  ceased
to  be  such officer,  transfer agent  or registrar  before such  certificate is
issued, it may be issued by the Corporation  with the same effect as if he  were
such officer, transfer agent or registrar at the date of issue.
 
                               LOST CERTIFICATES
 
     SECTION  3.  The  Board  of  Directors  may  direct  a  new  certificate or
certificates  to  be  issued  in  place  of  any  certificate  or   certificates
theretofore  issued  by the  Corporation alleged  to have  been lost,  stolen or
 

<PAGE>
destroyed, upon the making of an affidavit  of that fact by the person  claiming
the  Certificate of Stock to be lost, stolen or destroyed. When authorizing such
issue of a new certificate or certificates,  the Board of Directors may, in  its
discretion  and as  a condition precedent  to the issuance  thereof, require the
owner of such  lost, stolen  or destroyed  certificate or  certificates, or  his
legal  representative, to advertise the same in  such manner as it shall require
and/or to give the Corporation a bond in such sum as it may direct as  indemnity
against  any claim that may be made  against the Corporation with respect to the
certificate alleged to have been lost, stolen or destroyed.
 
                               TRANSFER OF STOCK
 
     SECTION 4.  Upon compliance  with provisions  restricting the  transfer  or
registration  of transfer  of shares  of stock,  if any,  upon surrender  to the
Corporation or  the transfer  agent for  the Corporation  of a  certificate  for
shares   duly  endorsed  or  accompanied   by  proper  evidence  of  succession,
assignation or authority to transfer and  the payment of all taxes due  thereon,
it shall be the duty of the Corporation to issue a new certificate to the person
entitled  thereto, cancel the  old certificate and  record the transactions upon
its books.
 
                             FIXING THE RECORD DATE
 
     SECTION 5. (A) In order that the Corporation may determine the Stockholders
entitled to  notice  of  or to  vote  at  any meeting  of  Stockholders  or  any
adjournment  thereof, or  entitled to receive  payment of any  dividend or other
distribution or allotment of any rights,  or entitled to exercise any rights  in
respect of any change, conversion or exchange of stock or for the purpose of any
other  lawful action, except as  specified in (b) below,  the Board of Directors
may fix, in advance, a record date, which shall not be more than sixty (60)  nor
less  than ten (10)  days before the date  of such meeting,  nor more than sixty
(60) days prior to any other  action. A determination of stockholders of  record
entitled to notice of or to vote at a meeting of Stockholders shall apply to any
adjournment  of the meeting; provided, however,  that the Board of Directors may
fix a new record date for the adjourned meeting.
 
     SECTION 5. (B) In order that the Corporation may determine the Stockholders
entitled to consent to corporate action in writing without a meeting, the  Board
of  Directors may fix, in  advance, a record date, which  shall not be more than
ten (10) days after the date upon which the resolution fixing the record date is
adopted by the Board of Directors. Any Stockholder of record seeking to have the
Stockholders authorize or  take corporate  action by written  consent shall,  by
written  notice to the Secretary, request the Board of Directors to fix a record
date. The Board of Directors shall promptly,  but in all events within ten  (10)
days  after the  date on which  such a  request is received,  adopt a resolution
fixing the  record date.  If no  record  date has  been fixed  by the  Board  of
Directors  within ten (10) days of the date on which such a request is received,
the record date for  determining Stockholders entitled  to consent to  corporate
action  in  writing without  a meeting,  when no  prior action  by the  Board of
Directors is required  by applicable law,  shall be  the first date  on which  a
signed written consent setting forth the action taken or proposed to be taken is
delivered  to the Corporation by delivery to its principal place of business, or
any officer or  agent of the  Corporation having  custody of the  book in  which
proceedings  of  Stockholders meetings  are recorded,  to  the attention  of the
Secretary of  the Corporation.  Delivery shall  be by  hand or  by certified  or
registered  mail, return receipt requested. If no  record date has been fixed by
the Board of Directors and prior action by the Board of Directors is required by
applicable law, the record date for determining Stockholders entitled to consent
to corporate  action in  writing without  a meeting  shall be  at the  close  of
business  on the  date on  which the  Board of  Directors adopts  the resolution
taking such prior action.
 
                            REGISTERED STOCKHOLDERS
 
     SECTION 6. The  Corporation shall  be entitled to  recognize the  exclusive
right  of a  person registered on  its books as  the owner of  shares to receive
dividends, and  to  vote  as such  owner,  and  to hold  liable  for  calls  and
assessments  a person registered on its books  as the owner of shares, and shall
not be bound to recognize  any equitable or other claim  to or interest in  such
share  or shares on the part  of any other person, whether  or not it shall have
express or other  notice thereof, except  as otherwise provided  by the laws  of
Delaware.
 

<PAGE>
                                  ARTICLE VII
                               GENERAL PROVISIONS
 
                                   DIVIDENDS
 
     SECTION  1. Dividends upon the capital stock of the Corporation, subject to
the provisions of the Certificate of  Incorporation, if any, may be declared  by
the  Board of  Directors at  any regular  or special  meeting, pursuant  to law.
Dividends may be paid in cash, in  property, or in shares of the capital  stock,
subject to the provisions of the Certificate of Incorporation.
 
     SECTION  2. Before payment of  any dividend, there may  be set aside out of
any funds of the  Corporation available for  dividends such sum  or sums as  the
directors  from time to  time, in their  absolute discretion, think  proper as a
reserve or reserves to meet contingencies,  or for equalizing dividends, or  for
repairing  or maintaining  any property  at the  Corporation, or  for such other
purpose  as  the  directors  shall  think  conducive  to  the  interest  of  the
Corporation,  and the directors  may modify or  abolish any such  reserve in the
manner in which it was created.
 
                                ANNUAL STATEMENT
 
     SECTION 3. The Board of Directors shall present at each annual meeting, and
at any  special meeting  of the  Stockholders when  called for  by vote  of  the
Stockholders,  a full and clear  statement of the business  and condition of the
Corporation.
 
                                     CHECKS
 
     SECTION 4. All  checks or demands  for money and  notes of the  Corporation
shall  be signed by such officer or officers  or such other person or persons as
the Board of Directors may from time to time designate.
 
                                  FISCAL YEAR
 
     SECTION 5. The fiscal year of the Corporation shall be fixed by  resolution
of the Board of Directors.
 
                                      SEAL
 
     SECTION  6. The corporate seal shall have inscribed thereon the name of the
Corporation, the  year  of  its  organization and  the  words  'Corporate  Seal,
Delaware'.  The seal  may be  used by causing  it or  a facsimile  thereof to be
impressed or affixed or reproduced or otherwise.
 
                                INDEMNIFICATION
 
     SECTION 7. The Corporation shall indemnify, to the extent permitted by  the
General  Corporation Law of Delaware  as amended from time  to time, (a) each of
its present and former officers  and Directors, and (b)  each of its present  or
former  officers, Directors, agents or employees  who are serving or have served
at the request of the Corporation as an officer, Director or partner (or in  any
similar  position) of another corporation,  partnership, joint venture, trust or
other enterprise, against expenses (including attorney's fees), judgments, fines
and amounts paid in  settlement actually and  reasonably incurred in  connection
with any threatened, pending or completed action, suit or proceeding, whether by
or in the right of this Corporation by a third party or otherwise, to which such
person is made a party or threatened to be made a party by reason of such office
in this Corporation or in another corporation, partnership, joint venture, trust
or  other enterprise.  Such indemnification  shall inure  to the  benefit of the
heirs, executors and administrators of any indemnified person.
 
     To the extent permitted by the  General Corporation Law of Delaware,  under
general  or  specific authority  granted  by the  Board  of Directors,  (a) this
Corporation by  specific action  of  the Board  of  Directors may  furnish  such
indemnification  to its agents and employees with respect to their activities on
behalf of this Corporation; (b) this Corporation by specific action of the Board
of Directors may furnish such indemnification to each present or former officer,
director,  employee  or  agent  of  a  constituent  corporation  absorbed  in  a
consolidation  or merger  with this Corporation  and to  each officer, director,
agent or employee  who is  or was  serving at  the request  of such  constituent
corporation as an
 

<PAGE>
officer, director, agent or employee of an other corporation, partnership, joint
venture,  trust or other  enterprise; and (c) this  Corporation may purchase and
maintain indemnification insurance on behalf of any of the officers,  directors,
agents or employees whom it is required or permitted to indemnify as provided in
this Article.
 
                                ARTICLE VIII
                                 AMENDMENTS
                                 
     SECTION 1. These By-laws may be altered, amended or repealed or new By-laws
may be adopted by the Stockholders or by the Board of Directors, when such power
is  conferred upon the Board of Directors by the Certificate of Incorporation at
any regular meeting of the Stockholders or  of the Board of Directors or at  any
special  meeting of the Stockholders  or of the Board  of Directors if notice of
such alteration, amendment, repeal  or adoption of new  By-laws be contained  in
the  notice of  such special  meeting. If  the power  to adopt,  amend or repeal
By-laws is  conferred  upon  the  Board  of  Directors  by  the  Certificate  of
Incorporation,  it shall not  divest or limit  the power of  the Stockholders to
adopt, amend or repeal By-laws.





<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
                                                                  EXECUTION COPY
   
                           THE COOPER COMPANIES, INC.
                                      AND
                             BANKERS TRUST COMPANY
                              AS SUCCESSOR TRUSTEE
                         SECOND SUPPLEMENTAL INDENTURE
                          DATED AS OF JANUARY 6, 1994
    
 
                           AMENDING AND RESTATING THE
                                   INDENTURE
                     DATED AS OF MARCH 1, 1985, AS AMENDED
 
     Amending  and restating the  Indenture, dated as of  March 1, 1985, between
CooperVision, Inc., the predecessor to The Cooper Companies, Inc., and  Security
Pacific  National  Bank, as  trustee, as  previously  supplemented by  the First
Supplemental Indenture, dated as of June 29, 1989, between The Cooper Companies,
Inc. and  Bankers Trust  Company,  as successor  trustee,  with respect  to  the
10-5/8% Convertible Subordinated Reset Debentures due 2005.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 

<PAGE>
                             CROSS-REFERENCE TABLE*
 
   

<TABLE>
<CAPTION>
                                         TRUST INDENTURE                                               INDENTURE
                                           ACT SECTION                                                  SECTION
- -------------------------------------------------------------------------------------------------   ----------------
<S>   <C>                                                                                           <C>
310   (a)(1).....................................................................................               7.10
      (a)(2).....................................................................................               7.10
      (a)(3).....................................................................................               N.A.
      (a)(4).....................................................................................               N.A.
      (a)(5).....................................................................................               7.10
      (b)........................................................................................               7.10
      (c)........................................................................................               N.A.
311   (a)........................................................................................               7.11
      (b)........................................................................................               7.11
      (c)........................................................................................               N.A.
312   (a)........................................................................................               2.05
      (b)........................................................................................              12.03
      (c)........................................................................................              12.03
313   (a)........................................................................................               7.06
      (b)(1).....................................................................................               N.A.
      (b)(2).....................................................................................               7.06
      (c)........................................................................................    4.02,7.06,12.02
      (d)........................................................................................               7.06
314   (a)........................................................................................         4.02,12.02
      (b)........................................................................................               N.A.
      (c)(1).....................................................................................              12.04
      (c)(2).....................................................................................              12.04
      (c)(3).....................................................................................               4.02
      (d)........................................................................................               N.A.
      (e)........................................................................................         4.02,12.05
      (f)........................................................................................               N.A.
315   (a)........................................................................................               7.01
      (b)........................................................................................         7.05,12.02
      (c)........................................................................................               7.01
      (d)........................................................................................               7.01
      (e)........................................................................................               6.11
316   (a)(last sentence).........................................................................               N.A.
      (a)(1)(A)..................................................................................               6.05
      (a)(1)(B)..................................................................................               6.04
      (a)(2).....................................................................................               N.A.
      (b)........................................................................................               6.07
      (c)........................................................................................               9.04
317   (a)(1).....................................................................................               6.08
      (a)(2).....................................................................................               6.09
      (b)........................................................................................               2.04
318   (a)........................................................................................              12.01
      (b)........................................................................................               N.A.
      (c)........................................................................................              12.01
</TABLE>

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

<PAGE>
                               TABLE OF CONTENTS
 
   

<TABLE>
<CAPTION>
                                                                                                            PAGE
                                                                                                            ----
<S>             <C>                                                                                         <C>
                                                   ARTICLE 1
                                         DEFINITIONS AND INCORPORATION

                                                  BY REFERENCE
Section 1.01.   Definitions..............................................................................     2
Section 1.02.   Other Definitions........................................................................     7
Section 1.03.   Incorporation by Reference of Trust Indenture Act........................................     8
Section 1.04.   Rules of Construction....................................................................     8
                                                   ARTICLE 2
                                                 THE SECURITIES
Section 2.01.   Form and Dating..........................................................................     9
Section 2.02.   Execution and Authentication.............................................................     9
Section 2.03.   Registrar, Paying Agent and Conversion Agent.............................................    10
Section 2.04.   Paying Agent to Hold Money in Trust......................................................    10
Section 2.05.   Securityholder Lists.....................................................................    10
Section 2.06.   Transfer and Exchange....................................................................    10
Section 2.07.   Replacement Securities...................................................................    11
Section 2.08.   Outstanding Securities...................................................................    11
Section 2.09.   Treasury Securities......................................................................    11
Section 2.10.   Temporary Securities.....................................................................    11
Section 2.11.   Cancellation.............................................................................    12
Section 2.12.   Defaulted Interest.......................................................................    12
                                                   ARTICLE 3
                                                   REDEMPTION
Section 3.01.   Notices to Trustee.......................................................................    12
Section 3.02.   Selection of Securities to Be Redeemed...................................................    12
Section 3.03.   Notice of Redemption.....................................................................    13
Section 3.04.   Effect of Notice of Redemption...........................................................    13
Section 3.05.   Deposit of Redemption Price..............................................................    14
Section 3.06.   Securities Redeemed in Part..............................................................    14
                                                   ARTICLE 4
                                                   COVENANTS
Section 4.01.   Payment of Securities....................................................................    14
Section 4.02.   SEC Reports, Financial Reports...........................................................    14
Section 4.03.   Compliance Certificate...................................................................    15
Section 4.04.   Money for Security Payments to Be Held in Trust..........................................    15
Section 4.05.   Continued Existence......................................................................    16
Section 4.06    Maintenance of Properties................................................................    16
Section 4.07.   Taxes....................................................................................    16
Section 4.08.   Limitation on Transactions with Affiliates...............................................    17
Section 4.09.   Stay, Extension and Usury Laws...........................................................    17
Section 4.10.   Limitation on Restricted Payments........................................................    17
Section 4.11.   Limitation On Indebtedness...............................................................    19
Section 4.12.   Board of Directors.......................................................................    20
Section 4.13.   Change of Control Offer..................................................................    20
                                                   ARTICLE 5
                                                   SUCCESSORS
Section 5.01.   When Company May Merge, etc..............................................................    22
                                                   ARTICLE 6
                                             DEFAULTS AND REMEDIES
Section 6.01.   Events of Default........................................................................    23
Section 6.02.   Acceleration.............................................................................    24
</TABLE>

    
 
                                       ii
 

<PAGE>
 
   

<TABLE>
<CAPTION>
<S>             <C>                                                                                         <C>
                                                                                                            PAGE
                                                                                                            ----
Section 6.03.   Other Remedies...........................................................................    24
Section 6.04.   Waiver of Past Defaults..................................................................    24
Section 6.05.   Control by Majority......................................................................    25
Section 6.06.   Limitation on Suits......................................................................    25
Section 6.07.   Rights of Holders to Receive Payment.....................................................    25
Section 6.08.   Collection Suit by Trustee...............................................................    25
Section 6.09.   Trustee May File Proofs of Claim.........................................................    26
Section 6.10.   Priorities...............................................................................    26
Section 6.11.   Undertaking for Costs....................................................................    26
                                                   ARTICLE 7
                                                    TRUSTEE
Section 7.01.   Duties of Trustee........................................................................    26
Section 7.02.   Rights of Trustee........................................................................    27
Section 7.03.   Individual Rights of Trustee.............................................................    28
Section 7.04.   Trustee's Disclaimer.....................................................................    28
Section 7.05.   Notice of Defaults.......................................................................    28
Section 7.06.   Reports by Trustee to Holders............................................................    28
Section 7.07.   Compensation and Indemnity...............................................................    28
Section 7.08.   Replacement of Trustee...................................................................    29
Section 7.09.   Successor Trustee by Merger, etc.........................................................    30
Section 7.10.   Eligibility; Disqualification............................................................    30
Section 7.11.   Preferred Collection of Claims Against Company...........................................    30
                                                   ARTICLE 8
                                             DISCHARGE OF INDENTURE
Section 8.01.   Termination of Company's Obligations.....................................................    30
Section 8.02.   Application of Trust Money...............................................................    31
Section 8.03.   Repayment to Company.....................................................................    31
Section 8.04.   Reinstatement............................................................................    31
                                                   ARTICLE 9
                                                   AMENDMENTS
Section 9.01.   Without Consent of Holders...............................................................    32
Section 9.02.   With Consent of Holders..................................................................    32
Section 9.03.   Compliance with Trust Indenture Act......................................................    33
Section 9.04.   Revocation and Effect of Consents........................................................    33
Section 9.05.   Notation on or Exchange of Securities....................................................    33
Section 9.06.   Trustee Protected........................................................................    33
                                                   ARTICLE 10
                                                   CONVERSION
Section 10.01.  Conversion Privilege.....................................................................    34
Section 10.02.  Conversion Procedure.....................................................................    34
Section 10.03.  Fractional Shares........................................................................    34
Section 10.04.  Taxes on Conversion......................................................................    35
Section 10.05.  Company to Provide Stock.................................................................    35
Section 10.06.  Adjustment for Change in Capital Stock...................................................    35
Section 10.07   Adjustment for Rights Issue..............................................................    36
Section 10.08.  Adjustment for Other Distributions.......................................................    36
</TABLE>

    
 
                                      iii
 

<PAGE>
 
   

<TABLE>
<CAPTION>
<S>             <C>                                                                                         <C>
                                                                                                            PAGE
                                                                                                            ----
Section 10.09.  Adjustment for Common Stock Issue........................................................    37
Section 10.10.  Adjustment for Convertible Securities Issue..............................................    38
Section 10.11.  Current Market Price.....................................................................    39
Section 10.12.  Consideration Received...................................................................    39
Section 10.13.  When Adjustment May Be Deferred..........................................................    40
Section 10.14.  When No Adjustment Required..............................................................    40
Section 10.15.  Notice of Adjustment.....................................................................    40
Section 10.16.  Voluntary Reduction......................................................................    40
Section 10.17.  Notice of Certain Transactions...........................................................    41
Section 10.18.  Reorganization of Company................................................................    41
Section 10.19.  Company Determination Final..............................................................    41
Section 10.20.  Trustee's Disclaimer.....................................................................    41
                                                   ARTICLE 11
                                                 SUBORDINATION
Section 11.01.  Agreement to Subordinate.................................................................    42
Section 11.02.  Certain Definitions......................................................................    42
Section 11.03.  Liquidation; Dissolution; Bankruptcy.....................................................    42
Section 11.04.  Default on Senior Debt...................................................................    43
Section 11.05.  Acceleration of Securities...............................................................    43
Section 11.06.  When Distribution Must Be Paid Over......................................................    43
Section 11.07.  Notice by Company........................................................................    44
Section 11.08.  Subrogation..............................................................................    44
Section 11.09.  Relative Rights..........................................................................    44
Section 11.10.  Subordination May Not Be Impaired by Company.............................................    45
Section 11.11.  Distribution or Notice to Representative.................................................    45
Section 11.12.  Rights of Trustee and Paying Agent.......................................................    45
                                                   ARTICLE 12
                                                 MISCELLANEOUS
Section 12.01.  Trust Indenture Act Controls.............................................................    45
Section 12.02.  Notices..................................................................................    45
Section 12.03.  Communication by Holders with Other Holders..............................................    46
</TABLE>

    
 
                                       iv
 

<PAGE>
   

<TABLE>
<CAPTION>
<S>             <C>                                                                                         <C>
                                                                                                            PAGE
                                                                                                            ----
Section 12.04.  Certificate and Opinion as to Conditions Precedent.......................................    46
Section 12.05.  Statements Required in Certificate or Opinion............................................    46
Section 12.06.  Rules by Trustee and Agents..............................................................    46
Section 12.07.  Legal Holidays...........................................................................    46
Section 12.08.  No Recourse Against Others...............................................................    47
Section 12.09.  Duplicate Originals......................................................................    47
Section 12.10.  Variable Provisions......................................................................    47
Section 12.11.  Governing Law............................................................................    48
Section 12.12.  No Adverse Interpretation of Other Agreements............................................    48
Section 12.13.  Successors...............................................................................    48
Section 12.14.  Severability.............................................................................    48
</TABLE>

    
 
                                       v

<PAGE>
   
     SECOND  SUPPLEMENTAL INDENTURE (the 'Second Supplemental Indenture'), dated
as of January 6, 1994,  between The  Cooper Companies,  Inc., a  Delaware
corporation  (the 'Company'),  and Bankers  Trust Company,  as successor trustee
(the 'Trustee'),  with respect  to the  10-5/8% Convertible  Subordinated  Reset
Debentures due 2005 of the Company (the 'Securities').
    
 
                                    RECITALS
 
     A.  Pursuant to  the Indenture,  dated as of  March 1,  1985 (the 'Original
Indenture'),  between  CooperVision,  Inc.,  predecessor  to  the  Company,  and
Security  Pacific  National Bank,  as trustee,  the Company  issued $200,000,000
aggregate principal amount of the Securities.
 
     B. By the First Supplemental Indenture, dated as of June 29, 1989,  between
the  Company  and  the  Trustee, the  Original  Indenture  was  supplemented and
amended. The Original Indenture, as so amended and supplemented, is referred  to
herein as the 'Supplemented Indenture.'
 
     C. Section 9.02 of the Supplemented Indenture provides, among other things,
that  the Company and the  Trustee, with the written  consent of the Holders (as
defined in  the Supplemented  Indenture) of  at least  a majority  in  principal
amount  of the then outstanding Securities, may amend the Supplemented Indenture
in certain respects.
 
     D. Section 6.04 of the Supplemented Indenture provides that the Holders  of
a  majority in principal amount of the  then outstanding Securities by notice to
the Trustee may waive an existing Default or Event of Default (as such terms are
defined in the Supplemented Indenture) and its consequences, subject to  certain
exceptions set forth in such Section 6.04.
 
   
     E.  The Company has  (i) offered (the  'Exchange Offer') to  exchange up to
$30,000,000 aggregate principal amount of  Securities for $725 principal  amount
of  its 10% Senior Subordinated Secured Notes due 2003 (the 'Notes') and $145 in
cash  per  $1,000  principal  amount  of  Securities  and  (ii)  solicited  (the
'Solicitation'  and, together with  the Exchange Offer,  the 'Exchange Offer and
Solicitation') the consents (the 'Consents') of the holders of the Securities to
(x) certain amendments (the 'Amendments') to the Securities and the Supplemented
Indenture and (y) the waiver of any  and all Defaults and Events of Default  (as
such  terms are  defined in the  Supplemented Indenture)  and their consequences
under the Securities and  the Supplemented Indenture,  whether such Defaults  or
Events of Default are known or unknown, arising out of any actions, omissions or
events occurring on or prior to the Expiration Date (as defined in the Company's
Amended  and Restated Offer to Exchange  and Consent Solicitation dated December
15, 1993,  as  amended or  supplemented  from time  to  time (the  'Amended  and
Restated  Offer to Exchange and  Consent Solicitation')) and if,  on or prior to
the Expiration Date, there is an  acceleration of the Securities based upon  any
Event of Default, the rescission of such acceleration and its consequences (such
waiver and rescission, the 'Waiver').
    
 
   
     F.  On the date hereof, the Company  has received and certified pursuant to
an Officers' Certificate and delivered to the Trustee Letters of Transmittal and
Consent and Notices of Guaranteed Delivery, among other things, constituting the
notice of waiver  pursuant to  Section 6.04  of the  Supplemented Indenture  and
evidencing  Consents  of  Holders  of  a majority  in  principal  amount  of the
outstanding Securities not  owned by  the Company  or its  Affiliates, with  the
effect  that any and all  Defaults and Events of  Default and their consequences
under the Securities and the  Supplemented Indenture, whether such Defaults  and
Events of Default are known or unknown, arising out of any actions, omissions or
events  occurring on or prior to the  Expiration Date that could be construed as
Defaults or Events of Default under the Securities or the Indenture,  including,
but  not  limited to,  any  and all  Defaults and  Events  of Default  and their
consequences relating to certain actions,  omissions or events described in  the
Amended  and Restated  Offer to Exchange  and Consent Solicitation  or any other
matter whether or not  described in the Amended  and Restated Offer to  Exchange
and  Consent Solicitation that could be construed to be a Default or an Event of
Default under the Securities or the Indenture, have been waived; provided,  that
the  Waiver will not become operative until Securities validly tendered pursuant
to the Exchange Offer and Solicitation are accepted for payment and exchange  in
accordance with the terms thereof.
    
 
   
     G.  On the date hereof, the Company, having received and certified pursuant
to an Officers' Certificate and delivered to the Trustee Letters of  Transmittal
and Consent and Notices of Guaranteed Delivery evidencing Consents of Holders of
a    majority   in    principal   amount    of   the    outstanding   Securities
    

<PAGE>
   
not owned by the Company or its Affiliates, and the Trustee executed this Second
Supplemental Indenture to amend and restate the Supplemented Indenture,  thereby
giving  effect to the Amendments; provided,  that the Amendments will not become
operative until Securities validly tendered  pursuant to the Exchange Offer  and
Solicitation  are accepted for payment and exchange in accordance with the terms
thereof.
    

     Now, therefore,  it is  agreed that  the Supplemented  Indenture is  hereby
amended  and  restated  in  its  entirety  to  read  as  follows,  provided that
notwithstanding  the  execution  and   delivery  of  this  Second   Supplemental
Indenture,  the Amendments shall not become  operative until the Company accepts
Securities for payment and exchange in accordance with the terms of the Exchange
Offer and Solicitation:
 
                                   ARTICLE 1
                         DEFINITIONS AND INCORPORATION
                                  BY REFERENCE
 
   
Section 1.01. Definitions.
    
 
   
     'Acquired Debt' means, with respect  to any specified person,  Indebtedness
of  any other person existing at the time  such other person merged with or into
or became  a subsidiary  of such  specified person,  Indebtedness of  any  other
person  assumed in  connection with  the acquisition  of assets  from such other
person and Indebtedness  incurred in  connection with, or  in contemplation  of,
such  other  person  merging with  or  into  or becoming  a  subsidiary  of such
specified person or  the acquisition of  assets from such  other person, as  the
case may be.
    
 
   
     'Adjusted  Net Worth'  of any person  means, as  of any date  for which the
determination thereof is to be made, the Consolidated Net Worth of such  person,
plus,  without duplication, any preferred stock, at its value in accordance with
GAAP, of  such  person  which  is  not  Disqualified  Stock  and  which  is  not
exchangeable  or convertible into a  debt security of such  person or any of its
subsidiaries at the option of the holders  of such equity security prior to  the
date  on  which the  Securities mature,  and  less any  amount included  in such
Consolidated Net  Worth attributable  to preferred  stock, or  any other  equity
security of such person, which is Disqualified Stock or which is exchangeable or
convertible  into a debt security  of such person or  any of its subsidiaries at
the option of the holders of such equity security prior to the date on which the
Securities mature.
    
 
     'Affiliate' of  any specified  person means  any other  person directly  or
indirectly  controlling  or controlled  by or  under  direct or  indirect common
control with such specified person.  For purposes of this definition,  'control'
(including,  with correlative meanings, the terms 'controlling,' 'controlled by'
and 'under common control with'), as used with respect to any person, shall mean
the possession, directly  or indirectly,  of the power  to direct  or cause  the
direction  of the  management or  policies of  such person,  whether through the
ownership of voting  securities, by agreement  or otherwise; provided,  however,
that  beneficial ownership of 10%  or more of the  voting securities of a person
shall be deemed to be control.
 
     'Agent'  means   any  Registrar,   Paying   Agent,  Conversion   Agent   or
co-registrar.
 
     'Board  of Directors' means  the Board of  Directors of the  Company or any
authorized committee of the Board.
 
     'capital stock'  means  any  and  all  shares,  interests,  participations,
warrants,  options or other equivalents  (however designated) of corporate stock
or other equity interest.
 
   
     'Cash Equivalents' means (i) Government Securities, (ii) time deposits  and
certificates  of deposit of  any commercial bank organized  in the United States
having capital and surplus  in excess of $100,000,000  with a maturity date  not
more  than one year  from the date of  acquisition, (iii) repurchase obligations
with a term of not more than thirty days for underlying securities of the  types
described   in  clause  (i)  above  entered  into  with  any  bank  meeting  the
qualifications specified in clause (ii) above, (iv) direct obligations issued by
any state of the United  States of America or  any political subdivision of  any
such  state or  any public instrumentality  thereof maturing  within ninety days
after the date of acquisition thereof, (v) commercial paper issued by the parent
corporation of any commercial bank organized in the United States having capital
and  surplus  in  excess  of   $100,000,000  and  commercial  paper  issued   by
    
 
                                       2
 

<PAGE>
   
others  having a rating of  A-2 or higher from  Standard & Poor's Corporation or
P-2 or higher from Moody's Investors Service, Inc. or, in the case of a  foreign
subsidiary of the Company, the equivalent rating from a foreign rating agency in
the  applicable foreign country  (or, if at  any time neither  Standard & Poor's
Corporation nor Moody's Investors  Service, Inc. nor, in  the case of a  foreign
subsidiary  of  the  Company, a  foreign  rating  agency, shall  be  rating such
obligations, then  from such  other  rating services  recognized in  the  United
States or, in the case of a foreign subsidiary of the Company, in the applicable
foreign  country, acceptable  to the Trustee)  at the time  of acquisition, (vi)
bonds, debentures, notes or other corporate  debt securities having a rating  of
BB  or higher from Standard and Poor's Corporation or Ba2 or higher from Moody's
Investors Service, Inc. or, in the case of a foreign subsidiary of the  Company,
the  equivalent rating  from a foreign  rating agency in  the applicable foreign
country (or, if at  any time neither Standard  & Poor's Corporation nor  Moody's
Investors Service, Inc. nor, in the case of a foreign subsidiary of the Company,
a  foreign rating agency, shall be rating such obligations, then from such other
rating services recognized in  the United States  or, in the  case of a  foreign
subsidiary  of the Company, in the applicable foreign country, acceptable to the
Trustee) at the time of acquisition, (vii) overnight bank deposits and  bankers'
acceptances at any commercial bank organized in the United States having capital
and  surplus in excess of $100,000,000, (viii) deposits available for withdrawal
on demand with commercial  banks organized in the  United States having  capital
and  surplus  in excess  of  $50,000,000 and  (ix)  investments in  mutual funds
substantially all of whose assets comprise securities of the types described  in
clauses (i) through (viii).
    

   
     'Cash Flow Coverage Ratio' means with respect to any person for any period,
the  ratio of the Consolidated  Cash Flow of such person  for such period to the
Fixed Charges of such person for such period.
    
 
     'Company' means the party named as such above until a successor replaces it
and thereafter means the successor.
 
   
     'Consolidated Cash Flow' means, with respect to any person for any  period,
income from continuing operations before extraordinary items for such person and
its  subsidiaries  for  such  period, on  a  consolidated  basis,  determined in
accordance with GAAP, plus, to the extent deducted in computing such income from
continuing operations before extraordinary items, (a) interest expense,  whether
or  not paid during  the period, (b)  provisions for taxes  based on income, (c)
depreciation  of  property,  plant  and  equipment,  and  (d)  amortization   of
intangible assets.
    
 
   
     'Consolidated Net Income' means, with respect to any person for any period,
the  aggregate of the  net income of  such person and  its subsidiaries for such
period, on a consolidated basis,  determined in accordance with GAAP;  provided,
that  there shall be  excluded therefrom (a)  items classified as extraordinary,
nonrecurring or unusual  gains and  losses, and  the related  tax effects,  each
determined  in accordance  with GAAP,  (b) the  net income  of any  other person
acquired in a  pooling of  interests transaction accrued  prior to  the date  it
becomes  a subsidiary  of such  person or  is merged  or consolidated  with such
person or any subsidiary  thereof, and (c)  the net income  of any other  person
other  than  a subsidiary  of  such person,  except to  the  extent of  the cash
dividends or distributions actually paid  (without any repayment obligation)  to
such person or a subsidiary of such person.
    
 
   
     'Consolidated   Net  Worth'  means,   with  respect  to   any  Person,  the
consolidated  stockholders'  equity  of   such  person  and  its   subsidiaries,
determined in accordance with GAAP.
    
 
     'Default'  means any  event which  is, or after  notice or  passage of time
would be, an Event of Default.
 
   
     'Disqualified Stock' means any capital stock which, by its terms (or by the
terms of  any  security  into  which  it is  convertible  or  for  which  it  is
exchangeable),  or upon  the happening of  any event, matures  or is mandatorily
redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at
the option of the holder thereof, in whole  or in part, on or prior to the  date
on which the Securities mature.
    
 
   
     'Equity  Interests' means capital stock and  all warrants, options or other
rights to  acquire  capital stock  (but  excluding  any debt  security  that  is
convertible into, or exchangeable for, capital stock).
    
 
     'Exchange Act' means the Securities Exchange Act of 1934, as amended.
 
                                       3
 

<PAGE>
   
     'Existing   Indebtedness'  means  the  Securities,   Notes  and  any  other
Indebtedness of the  Company and its  subsidiaries in existence  on the date  of
this Second Supplemental Indenture, until such amounts are repaid.
    
 
   
     'Fixed  Charges'  means, with  respect to  any person  for any  period, the
consolidated interest  expense of  such  person and  its subsidiaries  for  such
period,  whether paid or  accrued, to the  extent such expense  was reflected in
computing income from continuing operations before extraordinary items for  such
person  and its subsidiaries, on a  consolidated basis, in accordance with GAAP,
but excluding amortization of deferred financing fees.
    
 
   
     'GAAP' means  generally accepted  accounting principles  set forth  in  the
opinions  and pronouncements of the Accounting  Principles Board of the American
Institute of Certified Public Accountants  and statements and pronouncements  of
the  Financial Accounting  Standards Board or  in such other  statements by such
other entities which have authoritative support  and are in effect from time  to
time.
    
 
   
     'Government   Securities'  means  direct  obligations  of,  or  obligations
guaranteed  by,  the  United  States  of  America,  for  the  payment  of  which
obligations  or guarantee  the full  faith and  credit of  the United  States is
pledged.
    
 
     'Holder' or 'Securityholder'  means a person  in whose name  a Security  is
registered.
 
   
     'Indebtedness'  means, with respect to any person, any indebtedness of such
person, whether or not contingent, in respect of borrowed money or evidenced  by
bonds,  notes,  debentures  or  similar instruments  or  letters  of  credit (or
reimbursement  agreements  in  respect  thereof)  or  representing  the  balance
deferred and unpaid of the purchase price of any Property (including pursuant to
capital  leases), except any such balance that constitutes an accrued expense or
trade payable, if  and to  the extent any  of the  foregoing indebtedness  would
appear as a liability upon a balance sheet of such person prepared in accordance
with  GAAP,  and  also  includes,  to the  extent  not  otherwise  included, the
guarantee of items which would be included within this definition.
    
 
     'Indenture' means the  Supplemented Indenture  as amended  and restated  by
this Second Supplemental Indenture and as further amended from time to time.
 
   
     'Investment'  means, with  respect to  any person,  any investment  by such
person in  any other  person  in the  form of  a  loan, advance  (excluding  any
commission,  travel or  similar advance  to an officer  or employee  made in the
ordinary course  of  business) or  capital  contribution or  purchase  or  other
acquisition  for  consideration of  any Indebtedness,  Equity Interest  or other
security.
    
 
   
     'Lien' means,  with  respect to  any  asset, any  mortgage,  lien,  pledge,
charge, security interest or encumbrance of any kind in respect of such asset.
    
 
   
     'Officers'  Certificate' means a certificate signed by two Officers, one of
whom must be the  President, the Treasurer or  a Vice-President of the  Company;
provided,  however, that  one of the  Officers signing  an Officers' Certificate
given pursuant  to  Section  4.03  shall be  the  principal  executive  officer,
principal  financial officer or principal accounting officer of the Company. See
Sections 12.04 and 12.05.
    
 
   
     'Opinion of Counsel'  means a  written opinion  from legal  counsel who  is
acceptable  to the Trustee. The counsel may be  an employee of or counsel to the
Company or the Trustee. See Sections 12.04 and 12.05.
    
 
   
     'Permitted Investments' means (a) Investments in cash or Cash  Equivalents;
(b)  Investments of the Company or any subsidiary of the Company existing on the
date of this Second Supplemental Indenture; (c) Investments in the Company by  a
subsidiary  of the Company, in  any subsidiary of the  Company by the Company or
any other subsidiary of the Company or in any person which, as a result of  such
Investment,  becomes a  subsidiary of the  Company; (d) prepaid  expenses in the
ordinary course of business; (e) loans and advances to employees of the  Company
or  any  subsidiary  in  the  ordinary course  of  business,  provided  that, if
applicable, any such loan or advance meets the requirements set forth in Section
4.08; (f)  Investments in  accounts  and notes  receivable arising,  created  or
received  in  the ordinary  course of  business; (g)  interest rate  or currency
protection agreements,  including, but  not  limited to,  any interest  rate  or
currency  swap  agreements,  interest  rate  cap  agreements  and  interest rate
    
 
                                       4
 

<PAGE>
   
collar agreements; (h) endorsements of negotiable instruments and other  similar
instruments; (i) Investments received as consideration upon the sale or transfer
of  any Property; (j) so long as such Investments  are not made at a time when a
Default or  an Event  of Default  has occurred  and is  continuing,  Investments
approved  by a majority of the members of  the Board of Directors of who are not
employees of  the  Company, provided  that  the  primary purpose  of  each  such
Investment,  as determined  by such  members of  the Board  of Directors,  is to
benefit, complement, or further (i) any business operated by the Company or  any
subsidiary  of the Company prior  to and on the date  of such Investment or (ii)
any healthcare-related  business  that the  Company  or any  subsidiary  of  the
Company  proposes to operate on the date of  such  Investment;  (k) so  long  as
such Investments are not made  at a time when a  Default or an Event of  Default
has  occurred and is continuing,  other Investments made after  the date of this
Second Supplemental Indenture, provided that, immediately after giving effect to
each  such  Investment  made  pursuant   to  this  clause  (k),  the   aggregate
consideration paid for all Investments made pursuant to this clause (k) and held
at  such time  by the Company  and its  subsidiaries, does not  exceed an amount
equal  to  20%  of  the  total  consolidated  assets  of  the  Company  and  its
subsidiaries,  determined in accordance  with GAAP, at the  end of the Company's
most recently ended full fiscal quarter for which internal financial  statements
are  available immediately preceding the date  on which such Investment is made;
and (l) Investments  received as  proceeds of  any Investment  made pursuant  to
clauses (a) through (k) above or this clause (l), including, but not limited to,
Investments  received in connection with  a restructuring, bankruptcy or workout
of the issuer of any such Investment. Each of the foregoing clauses (a)-(k) sets
forth  an  independent,   separate  and  distinct   Permitted  Investment,   and
Investments that may be made pursuant to each of such clauses are in addition to
any  Investments that may be made pursuant  to any other clause. Limitations set
forth in any  one of such  clauses (a)-(k)  or in the  definitions used  therein
shall not be applicable to any other such clauses or any other such definition.
    

     'person'  means  any individual,  corporation, partnership,  joint venture,
association,  joint  stock  company,   trust,  unincorporated  organization   or
government or any agency or political subdivision thereof.
 
     'principal' of a debt security means the principal of the security plus the
premium, if any, on the security.
 
   
     'Property' means assets or property of any kind or nature whatsoever, real,
personal or mixed, whether tangible or intangible, and including any business or
securities.
    
 
   
     'Purchase  Money Indebtedness' means (a)  Indebtedness secured by Liens (i)
on Property purchased, acquired,  or constructed after the  date of this  Second
Supplemental  Indenture, (ii)  securing the  payment of all  or any  part of the
purchase price or construction cost of such Property or taken by a person who by
making advances  or incurring  an  obligation gives  value and  enables  another
person  to purchase, acquire or construct such Property and (iii) limited to the
Property  so  purchased,  acquired  or  constructed  and  improvements   thereon
(including  Liens  on the  securities of  any subsidiary  formed or  acquired in
connection with the purchase, acquisition  or construction of such Property  and
Liens  on  Property purchased,  acquired or  constructed indirectly  through the
purchase or acquisition of securities of a person in a transaction in which such
person becomes a  subsidiary of the  Company) and (b)  any exchange,  extension,
refinancing, renewal, replacement or refunding of such Indebtedness if any Liens
securing  such Indebtedness are as set forth  in clauses (i) and (iii) of clause
(a) of this definition.
    
 
     'SEC' means the Securities and Exchange Commission.
 
     'Securities'  means  the  Securities  described  above  issued  under  this
Indenture.
 
     'subsidiary' means any person of which at least a majority of capital stock
having  ordinary voting power  for the election of  directors or other governing
body of such  person is owned  by the Company  directly or through  one or  more
subsidiaries.
 
   
     'TIA'  means the Trust Indenture Act of 1939 (15 U.S.C. 77aaa-77bbbb) as in
effect on the date  of execution of this  Indenture; provided, however, that  in
the event that 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 of
1939 as so amended.
    
 
                                       5
 

<PAGE>
     'Trustee' means the party named as such above until a successor replaces it
and thereafter means the successor.
 
     'Trust Officer' means  any officer  within the Corporate  Trust and  Agency
Group  of  the  Trustee,  including  any  vice  president,  any  assistant  vice
president, any  assistant  secretary,  any assistant  treasurer,  or  any  other
officer  of  the  Trustee  customarily  performing  functions  similar  to those
performed by any of the above  designated officers and also means, with  respect
to a particular corporate trust matter, any other officer to whom such matter is
referred  because  of  his  knowledge of  and  familiarity  with  the particular
subject.
 
   
     'wholly owned subsidiary' means  any subsidiary of the  Company all of  the
outstanding  voting stock (other than directors'  qualifying shares) of which is
owned by the Company or  by any other subsidiary of  the Company in an  unbroken
chain  of subsidiaries in which all of  the outstanding voting stock (other than
directors' qualifying shares) of each subsidiary in such unbroken chain is owned
by the Company or another subsidiary in the chain.
    
 
Section 1.02. Other Definitions.
 
   

<TABLE>
<CAPTION>
                                                                                                       Defined in
                                                Term                                                     Section
- ----------------------------------------------------------------------------------------------------   -----------
<S>                                                                                                    <C>
'Affiliate Transaction'.............................................................................          4.08
'Amended and Restated Offer to Exchange and Consent Solicitation'...................................     Recital E
'Amendments'........................................................................................     Recital E
'Bankruptcy Law'....................................................................................          6.01
'Change of Control'.................................................................................          4.13
'Change of Control Date'............................................................................          4.13
'Change of Control Offer'...........................................................................          4.13
'Change of Control Offer Period'....................................................................          4.13
'Change of Control Payment Date'....................................................................          4.13
'Common Stock'......................................................................................         10.01
'Consents'..........................................................................................     Recital E
'Conversion Agent'..................................................................................          2.03
'Custodian'.........................................................................................          6.01
'Debt'..............................................................................................         10.02
'Event of Default'..................................................................................          6.01
'Exchange Offer'....................................................................................     Recital E
'Exchange Offer and Solicitation'...................................................................     Recital E
'Expiration Date'...................................................................................     Recital E
'incur'.............................................................................................          4.11
'Legal Holiday'.....................................................................................         12.07
'Notes'.............................................................................................     Recital E
'Officer'...........................................................................................         12.10
'Old Certificates'..................................................................................          2.01
'Original Indenture'................................................................................     Recital A
'Paying Agent'......................................................................................          2.03
'Quoted Price'......................................................................................         12.10
'Registrar'.........................................................................................          2.03
'Representative'....................................................................................         11.02
'Restricted Payments'...............................................................................          4.10
'Senior Debt'.......................................................................................         11.02
'Solicitation'......................................................................................     Recital E
'Supplemented Indenture'............................................................................     Recital B
'Waiver'............................................................................................     Recital E
</TABLE>

    
 
Section 1.03. Incorporation by Reference of Trust Indenture Act.
 
     Whenever this Indenture refers to a provision of the TIA, the provision  is
incorporated by reference in and made a part of this Indenture.
 
                                       6
 

<PAGE>
     The following TIA terms used in this Indenture have the following meanings:
 
     '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;
 
     'obligor' on the Securities means the Company.
 
     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 have
the meanings assigned to them.
 
Section 1.04.Rules of Construction.
 
     Unless the context otherwise requires:
 
          (1) a term has the meaning assigned to it;
 
          (2) an accounting term not otherwise defined has the meaning  assigned
     to it in accordance with generally accepted accounting principles in effect
     on the date of execution of the Original Indenture;
 
          (3) 'or' is not exclusive;
 
          (4)  words  in the  singular  include the  plural,  and in  the plural
     include the singular;
 
          (5) provisions apply to successive events and transactions; and
 
          (6) 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.
 
                                   ARTICLE 2
                                 THE SECURITIES
 
Section 2.01. Form and Dating.
 
     The Securities shall be  substantially in the form  of Exhibit A, which  is
part   of  this  Indenture.  The  Securities  may  have  notations,  legends  or
endorsements required by law, stock exchange rule or usage. Each Security  shall
be   dated  the  date  of  its  authentication.  Certificates  that  represented
Securities prior to the  execution of this  Second Supplemental Indenture  ('Old
Certificates')  shall continue  to represent  the Securities  as amended  by the
Amendments and shall be entitled to  all of the rights, benefits and  privileges
of  the Securities until such time as they are exchanged for certificates in the
form of Exhibit A. Holders may submit their Old Certificates to the Registrar in
exchange for certificates in  the form of Exhibit  A. In addition, whenever  Old
Certificates are submitted by a Holder for transfer or conversion, certificates,
if any, in the form of Exhibit A will be returned to such Holder.
 
     The  terms and provisions contained in the Securities shall constitute, and
are hereby  expressly  made,  a  part  of  this  Indenture  and  to  the  extent
applicable, the Company and the Trustee, by their execution and delivery of this
Indenture, expressly agree to such terms and provisions and to be bound thereby.
 
Section 2.02. Execution and Authentication.
 
     Two  Officers  shall  sign the  Securities  for  the Company  by  manual or
facsimile signature. The Company's seal shall be reproduced on the Securities.
 
     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. The signature of the  Trustee shall be conclusive evidence that
the Security has been authenticated under this Indenture.
 
     The Trustee  shall authenticate  Securities for  original issue  up to  the
aggregate  principal  amount stated  in  paragraph 4  of  the Securities  upon a
written   order    of    the   Company    signed    by   two    Officers.    The
 
                                       7
 

<PAGE>
aggregate  principal amount of Securities outstanding at any time may not exceed
that amount except as provided in Section 2.07.
 
     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  authentication  by  such  agent.  An
authenticating agent has the same rights as an Agent to deal with the Company or
an Affiliate. The Trustee initially appoints  The First National Bank of  Boston
as  Authenticating Agent.  Upon the  request of  the Company,  the Trustee shall
replace the authenticating agent with any person that the Company has  appointed
as Registrar or Paying Agent.
 
Section 2.03. Registrar, Paying Agent and Conversion Agent.
 
     The  Company shall  maintain an  office or  agency where  Securities may be
presented for registration of transfer or for exchange ('Registrar'), an  office
or  agency where Securities may be presented for payment ('Paying Agent') and an
office or agency where Securities  may be presented for conversion  ('Conversion
Agent').  The Registrar  shall keep  a register of  the Securities  and of their
transfer and exchange. The Company may appoint one or more co-registrars, one or
more additional paying agents and one or more additional conversion agents.  The
Company may change any Paying Agent, Registrar, Conversion Agent or co-registrar
without  notice  to any  Securityholder. The  term  'Paying Agent'  includes any
additional paying agent;  the term  'Conversion Agent'  includes any  additional
conversion  agent. The Company shall notify the  Trustee of the name and address
of any Agent not a party to this  Indenture. If the Company fails to appoint  or
maintain  another entity  as Registrar,  Paying Agent  or Conversion  Agent, the
Trustee shall act as  such. The Company  or any of its  subsidiaries may act  as
Conversion  Agent, Paying Agent or Registrar. The Company initially appoints The
First National Bank of Boston to act as Registrar and Paying Agent.
 
Section 2.04. Paying Agent to Hold Money in Trust.
 
     The Company shall require each Paying Agent other than the Trustee to agree
in writing  that  the  Paying Agent  will  hold  in trust  for  the  benefit  of
Securityholders  or  the Trustee  all money  held  by the  Paying Agent  for the
payment of principal or interest on the Securities, and will notify the  Trustee
of any failure by the Company in making any such payment. While any such failure
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
shall have no further  liability for the  money. If the  Company acts as  Paying
Agent,  it shall segregate and hold in a  separate trust fund for the benefit of
the Securityholders all money held by it as Paying Agent.
 
Section 2.05. Securityholder Lists.
 
     The Registrar  shall  preserve  in  as current  a  form  as  is  reasonably
practicable  the most recent list available to  it of the names and addresses of
Securityholders. If the Trustee is not the Registrar, the Company shall  furnish
to  the Trustee on or 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.
 
Section 2.06. Transfer and Exchange.
 
     Where  Securities are presented  to the Registrar or  a co-registrar with a
request to register, transfer or to exchange them for an equal principal  amount
of  Securities of other denominations, the Registrar shall register the transfer
or make  the exchange  if its  requirements for  such transactions  are met.  To
permit  registrations of transfer  and exchanges, the  Company shall deliver and
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 2.10, 3.06, 9.05 or 10.02).
    
 
Section 2.07. Replacement Securities.
 
                                       8
 

<PAGE>
     If  the  Holder of  a  Security claims  that  the Security  has  been lost,
destroyed or wrongfully  taken, the Company  shall issue and  the Trustee  shall
authenticate  a replacement Security  if the Trustee's  requirements are met. If
required by the Trustee or the Company, an indemnity bond must be sufficient  in
the  judgment of  both to  protect the  Company, the  Trustee, any  Agent or any
authenticating agent from any loss which any of them may suffer if a Security is
replaced. The Company may charge for its expenses in replacing a Security.
 
     Every replacement Security is an additional obligation of the Company.
 
Section 2.08. Outstanding Securities.
 
     The Securities outstanding at any time are all the Securities authenticated
by the Trustee  except for  those cancelled  by it,  those delivered  to it  for
cancellation, and those described in this Section as not outstanding.
 
     If  a  Security is  replaced  pursuant to  Section  2.07, it  ceases  to be
outstanding unless  the  Trustee receives  proof  satisfactory to  it  that  the
replaced Security is held by a bona fide purchaser.
 
     If  Securities are  considered paid  under Section  4.01, they  cease to be
outstanding and interest on them ceases to accrue.
 
     A Security  does not  cease to  be outstanding  because the  Company or  an
Affiliate holds the Security.
 
Section 2.09. Treasury Securities.
 
     In  determining  whether the  Holder of  the  required principal  amount of
Securities have concurred in any direction, waiver or consent, Securities  owned
by  the  Company or  an Affiliate  shall be  considered as  though they  are not
outstanding, except that  for the  purposes of determining  whether the  Trustee
shall  be protected in  relying on any  such direction, waiver  or consent, only
Securities with respect  to which  a Trust Officer  of the  Trustee receives  an
Officers'  Certificate certifying that such Securities  are owned by the Company
or an Affiliate shall be so disregarded.
 
Section 2.10. Temporary Securities.
 
     Until definitive Securities are ready for delivery, the Company may prepare
and the Trustee  shall authenticate temporary  Securities. Temporary  Securities
shall  be  substantially  in the  form  of  definitive Securities  but  may have
variations that  the Company  considers  appropriate for  temporary  Securities.
Without  unreasonable delay,  the Company  shall prepare  and the  Trustee shall
authenticate definitive Securities in exchange for temporary Securities.
 
Section 2.11. Cancellation.
 
     The Company  at  any  time  may  deliver  Securities  to  the  Trustee  for
cancellation.  The Registrar, Paying Agent and Conversion Agent shall forward to
the Trustee any  Securities surrendered  to them for  registration of  transfer,
exchange,  payment  or  conversion.  The  Trustee  shall  cancel  all Securities
surrendered  for  registration  of  transfer,  exchange,  payment,  replacement,
conversion  or cancellation  and shall  dispose of  cancelled Securities  as the
Company directs. The Company may not issue new Securities to replace  Securities
that  it has paid or that have been delivered to the Trustee for cancellation or
that any Securityholder has converted pursuant to Article 10.
 
Section 2.12. Defaulted Interest.
 
   
     If the Company fails to  make a payment of  interest on the Securities,  it
shall  pay such interest thereafter  in any lawful manner.  The Company may (but
shall not be obligated to) set a subsequent special record date with respect  to
the  payment of such interest and the interest  payable on it, in which case the
Company shall fix the record date and payment date. At least 15 days before  the
special  record date,  the Company shall  mail to Securityholders  a notice that
states the special record date, payment date, and amount of such interest to  be
paid.
    
 
                                   ARTICLE 3
                                   REDEMPTION
 
Section 3.01. Notices to Trustee.
 
                                       9
 

<PAGE>
     If  the Company wants to  redeem Securities pursuant to  paragraph 5 of the
Securities, it shall notify the Trustee of the redemption date and the principal
amount of Securities to be redeemed. If the Company wants to credit against  any
such  redemption Securities it  has not previously delivered  to the Trustee for
cancellation, it shall deliver the Securities with the notice.
 
     If the Company  wants to reduce  the principal amount  of Securities to  be
redeemed  pursuant to paragraph 6 of the Securities, it shall notify the Trustee
of the amount of  the reduction and the  basis for it. If  the Company wants  to
credit against any such redemption Securities it has not previously delivered to
the Trustee for cancellation, it shall deliver the Securities with the notice.
 
     The Company shall give each notice provided for in this Section at least 50
days  before  the  redemption date  (unless  a  shorter notice  period  shall be
satisfactory to the Trustee).
 
     The Company may at any time, or from time to time, purchase Securities from
the Securityholders or in  market transactions and such  purchases shall not  be
considered  redemptions for the purposes hereof if  the action of the sellers is
volitional and not compelled.
 
Section 3.02. Selection of Securities to Be Redeemed.
 
     If less than all of  the Securities are to  be redeemed, the Trustee  shall
select  subject to the remainder of this  Section, the Securities to be redeemed
pro rata or by lot. The Trustee shall  make the selection not more than 75  days
and not less than 45 days before the redemption date from Securities outstanding
not  previously called  for redemption.  The Trustee  may select  for redemption
portions of  the principal  of Securities  that have  denominations larger  than
$1,000. Securities and portions of them it selects shall be in amounts of $1,000
or  integral multiples  of $1,000.  Provisions of  this Indenture  that apply to
Securities called for redemption also apply to portions of Securities called for
redemption. The Trustee shall notify the  Company promptly of the Securities  or
portions of Securities to be called for redemption.
 
Section 3.03. Notice of Redemption.
 
     At  least 30 days but  not more than 60 days  before a redemption date, the
Company shall mail  a notice of  redemption by first-class  mail to each  Holder
whose Securities are to be redeemed.
 
     The notice shall identify the Securities to be redeemed and shall state:
 
          (1) the redemption date;
 
          (2) the redemption price;
 
          (3)  if any  Security is  being redeemed in  part, the  portion of the
     principal amount  of such  Security  to be  redeemed  and that,  after  the
     redemption  date,  upon  surrender  of such  Security,  a  new  Security or
     Securities in  principal amount  equal to  the unredeemed  portion will  be
     issued;
 
          (4) the conversion price;
 
          (5) the name and address of the Paying Agent and Conversion Agent;
 
          (6) that Securities called for redemption may be converted at any time
     before  the  close of  business  on the  fifth  business day  prior  to the
     redemption date;
 
          (7) that  Holders who  want  to convert  Securities must  satisfy  the
     requirements in paragraph 8 of the Securities;
 
          (8)  the Securities called  for redemption must  be surrendered to the
     Paying Agent to collect the redemption price;
 
          (9) that interest on Securities called for redemption ceases to accrue
     on and after the redemption date; and
 
          (10) the paragraph of the Securities pursuant to which the  Securities
     are 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 3.04. Effect of Notice of Redemption.
 
     Once notice  of  redemption is  mailed,  Securities called  for  redemption
become  due and  payable on the  redemption date at  the price set  forth in the
Security.
 
                                       10
 

<PAGE>
Section 3.05. 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 and  unpaid
interest  on all Securities to be redeemed  on that date. The Paying Agent shall
return to the Company any money not required for that purpose.
    
 
Section 3.06. Securities Redeemed in Part.
 
     Upon surrender of a  Security that is redeemed  in part, the Company  shall
issue  and the Trustee shall  authenticate for the Holder  at the expense of the
Company a new Security  equal in principal amount  to the unredeemed portion  of
the Security surrendered.
 
                                   ARTICLE 4
                                   COVENANTS
 
Section 4.01. Payment of Securities.
 
     The  Company shall pay the  principal of and interest  on the Securities on
the dates and in the manner  provided in the Securities. Principal and  interest
shall  be considered paid on the date due if the Paying Agent holds on that date
money designated for and sufficient to pay all principal and interest then due.
 
     The Company shall pay  interest on overdue principal  at the rate borne  by
the Securities; it shall pay interest on overdue installments of interest at the
same rate to the extent lawful.
 
Section 4.02. SEC Reports, Financial Reports.
 
     The Company shall:
 
   
          (a)  file with the Trustee  and mail to each  of the Holders within 15
     days after  the required  filing date  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 Section  15(d) of  the Exchange Act;  or if  the
     Company  is not required to file information, documents or reports pursuant
     to either of such sections, then to file with the Trustee and the SEC,  and
     mail  to  each of  the  Holders within  15 days  after  it would  have been
     required  to  file  such  with  the  SEC,  in  accordance  with  rules  and
     regulations  prescribed by the SEC, such  of the supplementary and periodic
     information, documents  and  reports  which may  be  required  pursuant  to
     Section  13  of the  Exchange  Act, in  respect  of a  security  listed and
     registered on a national securities exchange  as may be prescribed by  such
     rules and regulations;
    
 
   
          (b)  file with the Trustee  and the SEC, in  accordance with the rules
     and  regulations  prescribed  by  the  SEC,  such  additional  information,
     documents  and reports with  respect to compliance by  the Company with the
     conditions and covenants provided for in this Indenture as may be  required
     by such rules and regulations, including, in the case of annual reports, if
     required  by  such  rules  and  regulations,  certificates  or  opinions of
     independent  public  accountants,   conforming  to   the  requirements   of
     subsection  (e) of Section 314 of the TIA, as to compliance with conditions
     or  covenants,  compliance  with  which  is  subject  to  verification   by
     accountants, but no such certificate or opinion shall be required as to any
     matter specified in clauses (A), (B), or (C) of paragraph (3) of subsection
     (c) of Section 314 of the TIA;
    
 
   
          (c)  transmit to the Holders  of the Securities, in  the manner and to
     the extent  provided in  subsection (c)  of Section  313 of  the TIA,  such
     summaries of any information, documents and reports required to be filed by
     the  Company pursuant  to the  provisions of paragraph  (a) or  (b) of this
     Section 4.02 as may be required by rules and regulations prescribed by  the
     SEC; and
    
 
          (d) comply with the other provisions of Section 314(a) of the TIA.
 
Section 4.03. Compliance Certificate.
 
   
     The  Company shall deliver to the Trustee,  within 90 days after the end of
each fiscal  year of  the Company  ending after  the date  hereof, an  Officers'
Certificate  ,  stating whether  or not  to  the best  knowledge of  the signers
thereof the Company is in  default in the performance  and observance of any  of
the  terms, provisions and  conditions of this Indenture  (without regard to any
period of grace or
    
 
                                       11
 

<PAGE>
requirement of  notice provided  hereunder)  and, if  the  Company shall  be  in
default, specifying all such defaults and the nature and status thereof of which
they may have knowledge.
 
   
     The Company will, so long as any of the Securities are outstanding, deliver
to  the Trustee,  forthwith upon  becoming aware  of (i)  any Default,  Event of
Default or default in  the performance of any  covenant, agreement or  condition
contained  in  this Indenture  or  (ii) any  event  of default  under  any other
mortgage, indenture or instrument  as that term is  used in Section 6.01(4),  an
Officers' Certificate specifying such Default, Event of Default or default.
    
 
Section 4.04. Money for Security Payments to Be Held in Trust.
 
     If  the Company shall at any time act  as its own Paying Agent, it will, on
or before each  due date  of the  principal of  or interest  on the  Securities,
segregate  and hold in trust  for the benefit of  the persons entitled thereto a
sum sufficient to pay the principal or  interest so becoming due until such  sum
shall  be paid to such persons or  otherwise disposed of as herein provided, and
will promptly notify the Trustee of its action or failure so to act.
 
     Whenever the Company shall have  one or more Paying  Agent, it will, on  or
prior  to each  date for  the payment  of the  principal of  or interest  on the
Securities, deposit with a Paying Agent a sum sufficient to pay the principal or
interest so becoming due, such  sum to be held in  trust for the benefit of  the
persons entitled to such payments; and, unless such Paying Agent is the Trustee,
the Company will promptly notify the Trustee of its action or failure so to act.
 
     The  Company will cause each Paying Agent other than the Trustee to execute
and deliver to the Trustee an instrument in which such Paying Agent shall  agree
with  the Trustee, subject to  the provisions of this  Section, that such Paying
Agent will:
 
          (1) hold all sums held  by it for the payment  of the principal of  or
     interest on the Securities in trust for the benefit of the persons entitled
     thereto until such sums shall be paid to such persons or otherwise disposed
     of as herein provided;
 
          (2)  give the  Trustee notice  of any default  by the  Company (or any
     other obligor  upon  the  Securities)  in the  making  of  any  payment  of
     principal or interest; and
 
          (3)  at any time during the continuance  of any such default, upon the
     written request of the  Trustee, forthwith pay to  the Trustee all sums  so
     held in trust by such Paying Agent.
 
     For  the  purpose  of  obtaining the  satisfaction  and  discharge  of this
Indenture or for any other purpose, the  Company may at any time pay, or  direct
any Paying Agent to pay, to the Trustee all sums held in trust by the Company or
such  Paying Agent, such sums to be held  by the Trustee upon the same trusts as
those upon which such sums were held  by the Company or such Paying Agent;  and,
upon such payment by the Company or any Paying Agent to the Trustee, the Company
or  such Paying Agent,  as the case may  be, shall be  released from all further
liability with respect to such money.
 
Section 4.05. Continued Existence.
 
     Subject to Article 5, the  Company will do or cause  to be done all  things
necessary  to preserve  and keep  in full  force and  effect its  existence as a
corporation and  will  refrain from  taking  any  action that  would  cause  its
existence  as a  corporation to cease,  including without  limitation any action
that would result in its liquidation, winding up or dissolution.
 
Section 4.06. Maintenance of Properties.
 
   
     The Company shall, and  shall cause each of  its material subsidiaries  to,
maintain  its properties and assets in good working order and condition and make
all  necessary  repairs,  renewals,  replacements,  additions,  betterments  and
improvements thereto, except to the extent that failure to make any such repair,
renewal,  replacement,  addition, betterment  or  improvement would  not  have a
material adverse impact upon  the business of the  Company and its  subsidiaries
taken as a whole.
    
 
     The  Company shall, and  shall cause each of  its material subsidiaries to,
maintain with financially sound and reputable insurers such insurance as may  be
required  by  law and  such other  insurance,  to such  extent and  against such
hazards and liabilities,  as is  customarily maintained  by companies  similarly
situated, except to the extent that failure to maintain such insurance would not
have  a  material  adverse impact  upon  the  business of  the  Company  and its
subsidiaries taken as a whole.
 
                                       12
 

<PAGE>
   
     The Company shall, and  shall cause each of  its material subsidiaries  to,
keep  true books of records and accounts  in which full and correct entries will
be made of  all its  business transactions,  in accordance  with sound  business
practices,  and  reflect  in  its  financial  statements  adequate  accruals and
appropriations to reserves, all in accordance with GAAP.
    
 
   
     The Company shall, and  shall cause each of  its material subsidiaries  to,
comply  with all statutes, laws, ordinances, or government rules and regulations
to which it  is subject,  non-compliance with which  would materially  adversely
affect  the  business,  prospects, earnings,  properties,  assets  or condition,
financial or otherwise, of the Company and its subsidiaries taken as a whole.
    
 
Section 4.07. Taxes.
 
     The Company shall, and  shall cause each of  its material subsidiaries  to,
pay  prior to delinquency all taxes, assessments and governmental levies, except
as contested in good faith and by appropriate proceedings.
 
Section 4.08. Limitation on Transactions with Affiliates.
 
   
     The Company shall  not, and shall  not permit any  of its subsidiaries  to,
sell,  lease, transfer  or otherwise  dispose of  any of  its Properties  to, or
purchase  any   Property  from,   or  enter   into  any   contract,   agreement,
understanding,  loan,  advance or  guarantee with,  or for  the benefit  of, any
Affiliate (each of the foregoing,  an 'Affiliate Transaction'), unless (a)  such
Affiliate  Transaction is on terms that are not materially less favorable to the
Company or the relevant subsidiary than  those that would have been obtained  at
the  time in a comparable transaction by  the Company or such subsidiary with an
unrelated person  ; (b)  with  respect to  any Affiliate  Transaction  involving
aggregate  payments in excess of $1,000,000, the Company delivers to the Trustee
a resolution of  the Board of  Directors set forth  in an Officers'  Certificate
certifying  that such Affiliate  Transaction complies with  clause (a) above and
such Affiliate  Transaction  is approved  by  a majority  of  the  disinterested
members  of  the Board  of  Directors; and  (c)  with respect  to  any Affiliate
Transaction (other than an Affiliate Transaction described in the final  proviso
below   in  this  Section  4.08)  involving  aggregate  payments  in  excess  of
$2,500,000, the Company delivers to the Trustee an opinion as to the fairness of
such Affiliate Transaction to  the Company or such  subsidiary from a  financial
point of view issued by an independent investment banking firm or an independent
engineer, appraiser or other expert; provided, however, that (i) any employment,
consulting,  severance, bonus or  benefit agreement or plan  entered into by the
Company or  any of  its subsidiaries  in  the ordinary  course of  business  and
consistent  with the past practice of the Company or such subsidiary and any and
all payments and  transactions pursuant  thereto, (ii)  transactions between  or
among  the Company and/or  its subsidiaries and  (iii) transactions permitted by
Section 4.10 or by the covenant entitled 'Limitation on Restricted Payments'  in
the  indenture governing the Notes, in each  case, shall not be deemed Affiliate
Transactions; provided,  further,  however,  that  any  employment,  consulting,
severance  or  bonus  agreement  entered  into after  the  date  of  this Second
Supplemental Indenture by the Company or  any of its subsidiaries with a  person
who,  other than  by virtue  of entering  into such  agreement or  such person's
position pursuant to such agreement,  is an Affiliate of  the Company or any  of
its subsidiaries, shall be deemed an Affiliate Transaction.
    
 
Section 4.09. 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
under  or the performance of  this Indenture; and the  Company (to the extent it
may lawfully 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 4.10. Limitation on Restricted Payments.
    
   
     The  Company shall not,  and shall not  permit any of  its subsidiaries to,
directly or indirectly: (i) declare or pay any dividend or make any distribution
on account of the Company's or any of its subsidiaries' Equity Interests  (other
than  (A) dividends  or distributions  payable in  Equity Interests  (other than
Disqualified Stock)  issued by  the Company  or (B)  dividends or  distributions
payable  to the Company or any subsidiary of the Company); (ii) purchase, redeem
or otherwise acquire or retire for
    
 
                                       13
 

<PAGE>
value any Equity  Interests issued by  the Company (other  than any such  Equity
Interests  owned by a wholly owned subsidiary of the Company); (iii) voluntarily
purchase, redeem or otherwise acquire or retire for value any Indebtedness  that
is  pari passu with or subordinated to the Securities, except in accordance with
the mandatory  redemption or  repayment  provisions set  forth in  the  original
documentation  governing such Indebtedness;  or (iv) make  any Investment (other
than Permitted Investments) (all  such payments and other  actions set forth  in
clauses  (i) through  (iv) above being  collectively referred  to as 'Restricted
Payments'), unless, at the time of such Restricted Payment:
 
   
          (A) no Default  or Event of  Default under this  Indenture shall  have
     occurred and be continuing or would occur as a consequence thereof; and
    
 
   
          (B) the Cash Flow Coverage Ratio of the Company for the Company's most
     recently  ended  four full  fiscal  quarters for  which  internal financial
     statements are  available  immediately preceding  the  date on  which  such
     Restricted  Payment is  made, calculated  on a pro  forma basis  as if such
     Restricted Payment  had been  made at  the beginning  of such  four-quarter
     period, would have been at least 1.5 to 1; and
    
 
   
          (C)  such Restricted Payment, together with the aggregate of all other
     Restricted Payments made by the Company and its subsidiaries after the date
     of this Second Supplemental Indenture, is less  than the sum of (A) 50%  of
     the  Consolidated Net Income  of the Company  for the period  (taken as one
     accounting period) from  the first  day of  the first  full fiscal  quarter
     beginning  after the date of this  Second Supplemental Indenture to the end
     of the  Company's most  recently ended  fiscal quarter  for which  internal
     financial  statements are available at the  time of such Restricted Payment
     (or, if such Consolidated  Net Income for such  period is a deficit,  minus
     100%  of such deficit),  plus (B) 100%  of the aggregate  net cash proceeds
     received by the Company, or the  aggregate net cash proceeds received by  a
     subsidiary  of the  Company to the  extent such cash  proceeds are actually
     distributed by  such  subsidiary  to  the  Company  without  any  repayment
     obligation,  from the issue or  sale of Equity Interests  of the Company or
     any subsidiary of  the Company  (other than  Equity Interests  sold to  the
     Company  or a subsidiary of the  Company and other than Disqualified Stock)
     since the date of this Second Supplemental Indenture.
    
 
   
     Within thirty days of making  any Restricted Payment permitted pursuant  to
(A),  (B) and (C) above,  the Company shall deliver  to the Trustee an Officers'
Certificate stating that such Restricted Payment is permitted.
    
 
   
     Notwithstanding the foregoing or  anything to the  contrary in this  Second
Supplemental  Indenture, the  provisions of  this Second  Supplemental Indenture
shall not prohibit (1) the payment of any dividend within 60 days after the date
of declaration thereof, if at said  date of declaration such payment would  have
complied  with the provisions of this Indenture; (2) the redemption, repurchase,
retirement or other acquisition of any Equity Interests issued by the Company in
exchange for,  or out  of the  proceeds of,  the substantially  concurrent  sale
(other  than to a  subsidiary of the  Company) of other  Equity Interests of the
Company (other  than any  Disqualified Stock)  or the  redemption of  Rights  to
purchase  Series A Junior Participating Preferred  Stock of the Company pursuant
to  their  terms;  (3)  the  repurchase,  redemption  or  other  acquisition  or
retirement  for value of any Equity Interests  issued by the Company pursuant to
the Company's 1982  Stock Option Plan,  1985 Stock Option  Plan, 1988 Long  Term
Incentive  Plan, 1990 Non-Employee Directors  Restricted Stock Plan, 401(k) Plan
(formerly Stock Purchase Savings Plan)  or Turn Around Incentive Plan,  provided
that  the aggregate redemptions, repurchases,  retirements or other acquisitions
made pursuant to this clause (3) do  not exceed (a) the product of (x)  $100,000
and  (y) the number of fiscal years of the Company since the date of this Second
Supplemental Indenture  (provided that  any  portion of  a  fiscal year  of  the
Company shall be counted as a full fiscal year for purposes of this clause (3)),
minus  (b) the amount paid by the Company and its subsidiaries since the date of
this Second  Supplemental Indenture  for Restricted  Payments pursuant  to  this
clause  (3); (4) any dividend or distribution payable in Equity Interests issued
by a subsidiary of the Company; provided, however, that, as of the date of  each
dividend  or distribution paid pursuant to this clause (4), the aggregate amount
of Equity  Interests  of each  subsidiary  of the  Company  being paid  in  such
dividend  or  distribution, when  added to  the aggregate  amount of  all Equity
Interests of such subsidiary previously paid in all dividends and  distributions
pursuant  to  this  clause  (4)  since  the  date  of  this  Second Supplemental
Indenture, shall not  exceed 20%  of the  outstanding Equity  Interests of  such
    
 
                                       14
 

<PAGE>
subsidiary;  (5) any pro rata  dividend or distribution made  by a subsidiary of
the Company to such subsidiary's shareholders; (6) the payment of cash dividends
on the Company's Series B Preferred Stock; (7) purchases of the Company's Common
Stock from  record or  beneficial holders  thereof who,  the Company  reasonably
believes,  hold  of record  or beneficially  less than  1,000 shares  thereof or
purchases of fractional shares of the Company's Common Stock, provided that  the
aggregate  consideration paid in all purchases pursuant to this clause (7) shall
not exceed (a) the product of (x) $50,000 and (y) the number of fiscal years  of
the  Company since the date of this Second Supplemental Indenture (provided that
any portion of a fiscal  year of the Company shall  be counted as a full  fiscal
year  for purposes of this clause (7)), minus (b) the amount paid by the Company
and its subsidiaries since  the date of this  Second Supplemental Indenture  for
Restricted  Payments pursuant to this clause  (7). Each of the foregoing clauses
(1)-(7) sets  forth  an independent,  separate  and distinct  exception  to  the
covenant  set  forth in  the  first paragraph  of  this Section,  and Restricted
Payments that may be made  pursuant to each of such  clauses are in addition  to
any  Restricted  Payments  that  may  be  made  pursuant  to  any  other clause.
Limitations set forth in any one of  such clauses (1)-(7) or in the  definitions
used therein shall not be applicable to any other such clauses or any other such
definition.
 
   
Section 4.11. Limitation On Indebtedness
    
 
   
     The  Company shall not, and shall not permit any of its subsidiaries (other
than HGA or any of its subsidiaries) to, directly or indirectly, create,  incur,
issue,  assume, guaranty or otherwise become  directly or indirectly liable with
respect to (collectively, 'incur')  any Indebtedness (including Acquired  Debt),
unless  the Cash Flow Coverage Ratio for  the Company's most recently ended four
full fiscal  quarters  for which  internal  financial statements  are  available
immediately preceding the date on which such additional Indebtedness is incurred
would  have been at least 1.0 to 1, determined on a pro forma basis (including a
pro forma  application of  the  net proceeds  therefrom and  including,  without
limitation,  the  earnings of  any  business acquired  by  the Company  with the
proceeds therefrom), as if the additional Indebtedness had been incurred at  the
beginning of such four-quarter period.
    
 
   
     The  foregoing  limitation shall  not prohibit:  (a)  the existence  of the
Existing Indebtedness; (b) if all or any portion of the principal amount of  any
Existing  Indebtedness is repaid, from time to time on or after the date of this
Second  Supplemental  Indenture,   the  incurrence  by   the  Company  and   its
subsidiaries  of  Indebtedness  in an  amount  not  to exceed  at  any  one time
outstanding the aggregate principal amount so repaid; (c) the incurrence by  the
Company  of any Indebtedness to any of its subsidiaries or the incurrence by any
subsidiary of the Company of any  Indebtedness to the Company or any  subsidiary
of  the Company; (d) the incurrence of Indebtedness (including Acquired Debt) by
any subsidiary of the Company if such subsidiary, together with its consolidated
subsidiaries, would have had  a Cash Flow Coverage  Ratio for such  subsidiary's
most  recently  ended four  full fiscal  quarters  for which  internal financial
statements  are  available  immediately  preceding   the  date  on  which   such
Indebtedness  is incurred by such subsidiary of at least 1.0 to 1, determined on
a pro  forma  basis (including  a  pro forma  application  of the  net  proceeds
therefrom  and  including,  without  limitation, the  earnings  of  any business
acquired by the  Company with  the proceeds  therefrom), as  if such  additional
Indebtedness had been incurred at the beginning of such four-quarter period; (e)
the incurrence by the Company and its subsidiaries of additional Indebtedness in
an  amount  not to  exceed  $50,000,000 at  any  one time  outstanding;  (f) the
incurrence by the Company or any  of its subsidiaries of Indebtedness issued  in
exchange  for, or the  proceeds of which  are used to  extend, refinance, renew,
replace or refund, Indebtedness referred to in clauses (a) through (e) above; or
(g) the  incurrence  by the  Company  and  its subsidiaries  of  Purchase  Money
Indebtedness.  Each  of the  foregoing  clauses (a)  through  (g) sets  forth an
independent, separate and distinct  exception to the covenant  set forth in  the
first  paragraph of this Section, and Indebtedness that may be incurred pursuant
to each of such clauses is in addition to any Indebtedness that may be  incurred
pursuant  to any other clause. Limitations set  forth in any one of such clauses
(a) through (g) or in  the definitions used therein  shall not be applicable  to
any other such clauses or any other such definitions. The Indebtedness permitted
to be incurred pursuant to the foregoing clauses (a) through (g) may be incurred
from  time to  time pursuant  to one  agreement or  several agreements  with one
lender or several lenders.
    
 
   
Section 4.12. Board of Directors.
    
 
                                       15
 

<PAGE>
     At least 25% of the members of the Board of Directors of the Company at any
time shall be members who are not  otherwise employed, on a full-time basis,  by
the Company or any of its Affiliates.
 
   
Section 4.13. Change of Control Offer.
    
 
   
     If at any time after June 29, 1989 the Board of Directors shall have become
aware  (whether  by public  filings or  otherwise)  of a  Change of  Control (as
hereinafter defined) (the 'Change of Control Date'), then the Company shall,  no
later  than 30 days after a Change of Control Date, make an offer to all Holders
to purchase  (a 'Change  of Control  Offer')  100% of  the principal  amount  of
Securities  outstanding as of such date at a purchase price equal to 100% of the
principal amount  thereof plus  accrued and  unpaid interest  to the  Change  of
Control Payment Date (as hereinafter defined). The Change of Control Offer shall
remain  open for a period of twenty business days following its commencement and
no longer, except to the extent that  a longer period is required by  applicable
law  (the 'Change of  Control Offer Period').  No later than  five business days
after the termination  of the  Change of Control  Offer Period  (the 'Change  of
Control  Payment Date')  the Company shall  purchase all  Securities tendered in
response to the Change of Control  Offer; provided, that no Securities shall  be
purchased  unless and until the  Company purchases all the  Notes required to be
purchased pursuant  to Section  4.13 of  the indenture  governing the  Notes  as
amended from time to time.
    
 
   
     If  the Change of Control  Payment Date is on  or after an interest payment
record date and on or before the related interest payment date, any accrued  and
unpaid interest to the Change of Control Payment Date will be paid in respect of
Securities  that are  tendered pursuant  to the Change  of Control  Offer to the
person in whose name a Security is  registered at the close of business on  such
record  date, and no additional  interest will be payable  to Holders who tender
Securities pursuant to the Change of Control Offer.
    
 
     The Company shall provide the Trustee with written notice of the Change  of
Control Offer at least ten days before the notice of any Change of Control Offer
is mailed to Holders.
 
     Upon  the commencement of any  Change of Control Offer,  the Company or, at
the Company's written request, the Trustee,  shall send, by first class mail,  a
notice  to each of  the Holders. The  notice shall contain  all instructions and
materials necessary to enable such Holders to tender Securities pursuant to  the
Change  of Control Offer. The notice, which shall govern the terms of the Change
of Control Offer, shall state:
 
   
          (1) that the Change  of Control Offer is  being made pursuant to  this
     Section  4.13 of  the Indenture,  the expiration  of the  Change of Control
     Offer Period and the Change of Control Payment Date;
    
 
          (2) that the Change of Control Offer is being made for all  Securities
     outstanding  on the date of such Offer at  a price of 100% of the principal
     amount thereof plus accrued  and unpaid interest to  the Change of  Control
     Payment Date;
 
          (3)  that  any  Security not  tendered  or accepted  for  payment will
     continue to accrue interest;
 
          (4) that any Security accepted for  payment pursuant to the Change  of
     Control  Offer shall cease  to accrue interest after  the Change of Control
     Payment Date;
 
          (5) that Holders electing to have a Security purchased pursuant to any
     Change of Control Offer  will be required to  surrender the Security,  with
     the  form entitled 'Option of  Holder to Elect Purchase'  on the reverse of
     the Security (or,  if no  such form is  provided, a  letter of  transmittal
     supplied  by  the  Company) completed,  to  the Company,  a  depositary, if
     appointed by the Company, or a Paying Agent at the address specified in the
     notice and before the expiration of the Change of Control Offer Period; and
 
          (6) that Holders will  be entitled to withdraw  their election if  the
     Company,  depositary or  Paying Agent,  as the  case may  be, receives, not
     later than the expiration  of the Change of  Control Offer Period, or  such
     longer  period  as may  be required  by law,  a telegram,  telex, facsimile
     transmission or letter setting forth the name of the Holder, the  principal
     amount of the Security the Holder delivered for purchase and statement that
     such Holder is withdrawing his election to have the Security purchased.
 
                                       16
 

<PAGE>
   
     On  or before a Change  of Control Payment Date,  the Company shall, to the
extent lawful, (i) accept  for payment Securities  or portions thereof  tendered
pursuant  to  the  Change of  Control  Offer,  (ii) if  the  Company  appoints a
depositary or Paying Agent, deposit with  such depositary or Paying Agent  money
sufficient  to pay the purchase  price of all Securities  or portions thereof so
accepted, (iii) deliver or  cause the depositary or  Paying Agent to deliver  to
the  Trustee Securities  so accepted and  (iv) deliver  an Officers' Certificate
stating such Securities were accepted for  payment by the Company in  accordance
with  the terms of  this Section 4.13.  The depositary, the  Paying Agent or the
Company, as the case may be, shall promptly (but in any case not later than five
business days after the Change of Control Payment Date) mail or deliver to  each
tendering  Holder  an  amount equal  to  the  purchase price  of  the Securities
tendered by such Holder and accepted by the Company for purchase.
    
 
     The Company shall  comply with  the requirements  of Rule  14e-1 under  the
Exchange  Act and  any other securities  laws and regulations  thereunder to the
extent such laws and regulations are  applicable in connection with an offer  to
purchase Securities upon a Change of Control.
 
     A  'Change of Control' shall be deemed to have occurred if (i) any 'person'
(as such term is used in Sections 13(d) and 14(d)(2) of the Exchange Act)  other
than  the Company or a subsidiary or  any employee benefit plan sponsored by the
Company or any subsidiary shall become the beneficial owner (within the  meaning
of  Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of
the Company representing in excess  of 50% of the  combined voting power of  the
Company's  then  outstanding  securities,  or  (ii)  during  any  period  of two
consecutive years, individuals who  at the beginning  of such period  constitute
the  Board of  Directors of  the Company  cease for  any reason  to constitute a
majority  thereof  unless  each  new  director   was  elected  by,  or  on   the
recommendation  of, a majority  of the directors  then still in  office who were
directors at  the beginning  of  the period.  Notwithstanding the  foregoing,  a
Change  of Control shall  not be deemed  to have occurred  if the transaction or
event constituting a Change of Control shall have been approved by a majority of
the members of  the Board  in office immediately  prior to  such transaction  or
event.
 
   
                                   ARTICLE 5
                                   SUCCESSORS
    
   
     Section 5.01. When Company May Merge, etc.
    
   
     The Company shall not consolidate or merge with or into any person unless:
    
   
          (1) the person formed by or surviving any such consolidation or merger
     is  a  corporation organized  and  existing under  the  laws of  the United
     States, any state thereof or the District of Columbia;
    
 
   
          (2) the corporation formed by  or surviving any such consolidation  or
     merger assumes by supplemental indenture all the obligations of the Company
     under the Securities and this Indenture, except that it need not assume the
     obligations  of the Company  as to conversion of  Securities if pursuant to
     Section 10.18  the Company  or another  person enters  into a  supplemental
     indenture  obligating it to  deliver securities, cash  or other assets upon
     conversion of Securities.
    
 
   
          (3) immediately after the transaction  no Default or Event of  Default
     exists; and
    
   
          (4)  the corporation formed by or  surviving any such consolidation or
     merger shall have  Adjusted Net Worth  (immediately after the  transaction)
     equal to or greater than the Adjusted Net Worth of the Company (immediately
     preceding  the transaction),  and the  aggregate combined  Consolidated Net
     Income of such  person and the  Company for the  four full fiscal  quarters
     immediately  preceding such transaction  shall be equal  to or greater than
     the Consolidated  Net Income  of  the Company  (for  its four  full  fiscal
     quarters immediately preceding such transaction), respectively.
    
 
   
          The  Company  shall  deliver  to the  Trustee  prior  to  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.
    
 
   
          The surviving corporation shall be the successor Company.
    
   
          Notwithstanding the foregoing, the Company shall be permitted to sell,
     lease, transfer or otherwise dispose of any or all of its assets.
    
 
                                       17
 

<PAGE>
                                   ARTICLE 6
                             DEFAULTS AND REMEDIES
 
   
Section 6.01. Events of Default.
    
 
     Each of the following constitutes an Event of Default under this Indenture:
 
     (1) default for 30 days in the payment when due of interest on any Security
(whether or not prohibited by the subordination provisions of this Indenture);
 
   
     (2)  default  in  payment of  principal  of  any Security  (whether  or not
prohibited by  the subordination  provisions  of this  Indenture) when  due  and
payable  at maturity,  upon repurchase  under Section  4.13, upon  redemption or
otherwise;
    
 
   
     (3) failure by  the Company  to comply with  the other  agreements in  this
Indenture  or any Security which failure continues  for the period and after the
notice specified below;
    
 
     (4) default under any mortgage,  indenture or other instrument under  which
there  may  be  issued  or  by  which there  may  be  secured  or  evidenced any
Indebtedness for  money borrowed  by the  Company (or  the payment  of which  is
guaranteed by the Company) whether such Indebtedness or guarantee existed on the
date  of the  Original Indenture,  or is or  was created  after the  date of the
Original  Indenture,  which  default  results   in  the  acceleration  of   such
Indebtedness  prior to its express maturity and the principal amount of any such
Indebtedness aggregates $5,000,000 or more;
 
   
     (5) a  final judgment  or final  judgments  for the  payment of  money  are
entered  by a court or  courts of competent jurisdiction  against the Company or
any subsidiary of the Company which  judgment remains undischarged for a  period
(during  which execution shall  not be effectively stayed)  of 30 days, provided
that the aggregate of all such judgments exceeds $5,000,000;
    
 
   
     (6) the Company pursuant to or within the meaning of any Bankruptcy Law:
    
 
             (A) commences a voluntary case;
 
             (B) consents to the entry of an  order for relief against it in  an
        involuntary case;
 
             (C)  consents to the appointment of a Custodian of it or for all or
        substantially all of its property;
 
             (D) makes a general assignment for the benefit of creditors; or
 
   
             (E) generally is not able to pay its debts as the same become  due;
        and
    
 
   
          (7)  a court of competent jurisdiction enters an order or decree under
     any Bankruptcy Law that
    
 
             (A) is for relief against the Company in an involuntary case;
 
             (B) appoints a Custodian of the Company or for all or substantially
        all of its property; or
 
             (C) orders the liquidation of the Company, and the order or  decree
        remains unstayed and in effect for 60 days.
 
     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.
 
   
     A Default under clause (3) is not an Event of Default until the Trustee  or
the  Holders  of  at  least  25%  in  aggregate  principal  amount  of  the then
outstanding Securities notify  the Company  in writing  of the  Default and  the
Company  does not cure the  Default within 60 days  after receipt of the notice.
The notice must specify the Default, demand  that it be remedied and state  that
the  notice  is a  'Notice of  Default.' In  the  case of  any Event  of Default
pursuant to  the provisions  of this  Section 6.01  occurring by  reason of  any
willful action (or inaction) taken (or not taken) by or on behalf of the Company
with  the intention of avoiding  payment of the premium  which the Company would
have to pay if the Company then had elected to redeem the Securities pursuant to
paragraph  5  of  the  Securities,  an  equivalent  premium  shall  also  become
immediately  due and payable  to the extent  permitted by law,  anything in this
Indenture or in the Securities contained to the contrary notwithstanding.
    
 
   
Section 6.02. Acceleration.
    
 
                                       18
 

<PAGE>
   
     If an Event  of Default occurs  and is continuing,  the Trustee by  written
notice  to the Company,  or the Holders  of at least  25% in aggregate principal
amount of the then outstanding Securities  by written notice to the Company  and
the  Trustee,  may declare  the principal  of  and accrued  interest on  all the
Securities to  be due  and  payable. Upon  such  declaration the  principal  and
interest  shall be due and payable immediately. If an Event of Default specified
in clause (6) or  (7) of Section  6.01 occurs, such an  amount shall ipso  facto
become  and be immediately due and payable  without any declaration or other act
on the part of the Trustee or any Holder. The Holders of a majority in aggregate
principal amount of the then outstanding Securities by notice to the Trustee may
rescind an  acceleration  and  its  consequences if  the  rescission  would  not
conflict  with any judgment or decree and if all existing Events of Default have
been cured or waived except nonpayment of principal or interest that has  become
due solely because of the acceleration.
    
 
   
Section 6.03. Other Remedies.
    
 
     If an Event of Default occurs and is continuing, the Trustee may pursue any
available  remedy  to  collect  the  payment of  principal  or  interest  on the
Securities or to enforce the performance  of any provision of the Securities  or
this Indenture.
 
     The  Trustee may maintain a  proceeding even if it  does not possess any of
the Securities or does  not produce any  of them in the  proceeding. A delay  or
omission  by the Trustee or any Securityholder in exercising any right or remedy
accruing upon  an Event  of Default  shall not  impair the  right or  remedy  or
constitute a waiver of or acquiescence in the Event of Default. All remedies are
cumulative to the extent permitted by law.
 
   
Section 6.04. Waiver of Past Defaults.
    
 
     The  Holders  of a  majority in  principal amount  of the  then outstanding
Securities by notice to the  Trustee may waive an  existing Default or Event  of
Default  and its consequences except a continuing Default or Event of Default in
the payment of  the principal of  or interest on  any Security or  a Default  or
Event of Default under Article 10.
 
   
Section 6.05. Control by Majority.
    
 
   
     The  Holders  of  a majority  in  aggregate  principal amount  of  the then
outstanding Securities may direct the time,  method and place of conducting  any
proceeding  for any remedy available  to the Trustee or  exercising any trust or
power conferred on it. However, the  Trustee may refuse to follow any  direction
that  conflicts  with law  or this  Indenture  or would  involve the  Trustee in
personal liability.
    
 
   
     Section 6.06. Limitation on Suits.
    
 
     A Securityholder may pursue a remedy with respect to this Indenture or  the
Securities only if:
 
          (1)  the Holder gives to  the Trustee notice of  a continuing Event of
     Default;
 
          (2) the Holders of at least  25% in aggregate principal amount of  the
     then  outstanding Securities  make a request  to the Trustee  to pursue the
     remedy;
 
          (3) such Holder or Holders offer to the Trustee indemnity satisfactory
     to the Trustee against any loss, liability or expense;
 
          (4) the Trustee does not comply with the request within 60 days  after
     receipt of the request and the offer of indemnity; and
 
          (5)  during such 60-day period the  Holders of a majority in aggregate
     principal amount of the then outstanding Securities do not give the Trustee
     a direction inconsistent with the request.
 
A Securityholder may not use this  Indenture to prejudice the rights of  another
Securityholder   or   to  obtain   a   preference  or   priority   over  another
Securityholder.
 
   
Section 6.07. Rights of Holders to Receive Payment.
    
 
     Notwithstanding any other  provision of  this Indenture, the  right of  any
Holder  of  a Security  to  receive payment  of  principal and  interest  on the
Security, on or after the respective due dates expressed in the Security, or  to
bring  suit for the enforcement of any  such payment on or after such respective
dates, shall not be impaired or affected without the consent of the Holder.
 
                                       19
 

<PAGE>
     Notwithstanding any other  provision of  this Indenture, the  right of  any
Holder of a Security to bring a suit for the enforcement of the right to convert
the  Security  shall not  be impaired  or  affected without  the consent  of the
Holder.
 
   
Section 6.08. Collection Suit by Trustee.
    
   
     If an Event of Default  specified in Section 6.01(1)  or (2) occurs and  is
continuing,  the Trustee may recover judgment in  its own name and as trustee of
an express  trust against  the Company  for the  whole amount  of principal  and
interest  remaining unpaid on  the Securities and  interest on overdue principal
and interest and such further amount as  shall be sufficient to cover the  costs
and,  to the  extent lawful,  expenses of  collection, including  the reasonable
compensation, expenses, disbursements  and advances of  the Trustee, its  agents
and counsel.
    
 
   
Section 6.09. Trustee May File Proofs of Claim.
    
     The  Trustee may file such proofs of claim and other papers or documents as
may be necessary or advisable in order to have the claims of the Trustee and the
Securityholders allowed in any judicial proceedings relative to the Company, its
creditors or its property. Nothing contained herein 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 6.10. Priorities.
    
     If the Trustee collects  any money pursuant to  this Article, it shall  pay
out the money in the following order:
 
   

<TABLE>
          <S>          <C>
          First:       to the Trustee for amounts due under Section 7.07;
          Second:      to holders of Senior Debt to the extent required by Article 11;
          Third:       to Securityholders for amounts due and unpaid on the Securities for principal and
          Fourth:      interest, ratably, without preference or priority of any kind, according to the
                       amounts due and payable on the Securities for principal and interest,
                       respectively; and
                       to the Company.
</TABLE>

    
 
     The  Trustee may  fix a  record date  and payment  date for  any payment to
Securityholders.
 
   
     Section 6.11. Undertaking for Costs.
    
   
     In any suit for the enforcement of any right or remedy under this Indenture
or in any suit against the  Trustee for any action taken  or omitted by it as  a
Trustee,  a court in its discretion may require the filing by any party litigant
in the suit of an undertaking  to pay the costs of  this suit, and the court  in
its  discretion  may assess  reasonable  costs, including  reasonable attorneys'
fees, against any party litigant  in the suit, having  due regard to the  merits
and  good  faith of  the claims  or defenses  made by  the party  litigant. This
Section does not apply to a suit by the Trustee, a suit by a Holder pursuant  to
Section  6.07, or  a suit  by Holders  of more  than 10%  in aggregate principal
amount of the then outstanding Securities.
    
 
   
                                   ARTICLE 7
                                    TRUSTEE
    
 
   
Section 7.01. Duties of Trustee.
    
     (a) If an  Event of  Default has occurred  and is  continuing, the  Trustee
shall exercise such of the rights and powers vested in it by this Indenture, and
use  the same degree of care and skill in 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:
 
          (1) The Trustee need perform  only those duties that are  specifically
     set forth in this Indenture and no others.
 
          (2)  In  the  absence  of  bad faith  on  its  part,  the  Trustee may
     conclusively rely, as to the truth of the statements and the correctness of
     the opinions expressed therein, upon certificates or opinions furnished  to
     the  Trustee and conforming to the requirements of this Indenture. However,
     the
 
                                       20
 

<PAGE>
     Trustee shall examine the certificates and opinions to determine whether or
     not they conform to the requirements of this Indenture.
 
     (c) The Trustee may  not be relieved from  liability for its own  negligent
action,  its own negligent failure to act,  or its own wilful misconduct, except
that:
 
          (1) This paragraph does not limit the effect of paragraph (b) of  this
     Section.
 
          (2)  The Trustee shall not be liable for any error of judgment made in
     good faith by a  Trust Officer, unless  it is proved  that the Trustee  was
     negligent in ascertaining the pertinent facts.
 
   
          (3)  The Trustee  shall not  be liable with  respect to  any action it
     takes or  omits  to take  in  good faith  in  accordance with  a  direction
     received by it pursuant to Section 6.05.
    
     (d)  Every  provision of  this Indenture  that  in any  way relates  to the
Trustee is subject to paragraphs (a), (b) and (c) of this Section.
 
     (e) The Trustee 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 with the Company. Money held in trust by the
Trustee need not be segregated from other funds except to the extent required by
law.
 
   
Section 7.02. Rights of Trustee.
    
     (a) The Trustee may rely on any  document believed by it to be genuine  and
to  have  signed  or  presented  by the  proper  person.  The  Trustee  need not
investigate any fact or manner stated in the document.
 
     (b) Before the  Trustee acts  or refrains from  acting, it  may require  an
Officers'  Certificate or an Opinion of Counsel. The Trustee shall not be liable
for any action  it takes  or omits  to take  in good  faith in  reliance on  the
Certificate or Opinion.
 
     (c) The Trustee may act through agents and shall not be responsible for the
misconduct or negligence or any agent appointed with due care.
 
     (d)  The Trustee shall  not be liable for  any action it  takes or omits to
take in good faith which  it believes to be authorized  or within its rights  or
powers.
 
   
Section 7.03. Individual Rights of Trustee.
    
   
     The Trustee in its individual or any other capacity may become the owner or
pledgee  of Securities and may  otherwise deal with 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. However,  the Trustee is  subject to  Sections 7.10 and
7.11.
    
 
   
Section 7.04. 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 Indenture  or any statement  in the Securities  other than its
authentication.
 
   
Section 7.05. Notice of Defaults.
    
     If a Default  or Event of  Default occurs and  is continuing and  if it  is
known  to the Trustee, the Trustee shall mail to Securityholders a notice of the
Default or Event of Default within 90  days after it occurs. Except in the  case
of  a Default or  Event of Default in  payment on any  Security, the Trustee may
withhold the notice if and so long as a committee of its Trust Officers in  good
faith   determines  that  withholding   the  notice  is   in  the  interests  of
Securityholders.
 
   
Section 7.06. Reports by Trustee to Holders.
    
   
     Within 60  days after  the  reporting date  stated  in Section  12.10,  the
Trustee  shall mail to Securityholders a brief report dated as of such reporting
date that complies with TIA 313(a) if so required. The Trustee also shall comply
with TIA 313(b)(2) if so required. The  Trustee shall also transmit by mail  all
reports as required by TIA 313(c) if so required.
    
 
                                       21
 

<PAGE>
     A  copy of each report at the  time of its mailing to Securityholders shall
be filed  with the  SEC and  each stock  exchange on  which the  Securities  are
listed.  The Company shall notify the Trustee  when the Securities are listed on
any stock exchange.
 
   
     Section 7.07. Compensation and Indemnity.
    
     The Company  shall  pay  to  the  Trustee  from  time  to  time  reasonable
compensation  for its services. The Trustee's  compensation shall not be limited
by any law on compensation of a  trustee of an express trust. The Company  shall
reimburse  the Trustee  upon request  for all  reasonable out-of-pocket expenses
incurred by  it. Such  expenses shall  include the  reasonable compensation  and
out-of-pocket expenses of the Trustee's agents and counsel.
 
     The  Company  shall indemnify  the Trustee  against  any loss  or liability
incurred by it  except as set  forth in  the next paragraph.  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.
 
     The Company need not reimburse any expense or indemnify against any loss or
liability incurred by 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 on all  money or  property held  or
collected  by  the Trustee,  except  that held  in  trust to  pay  principal and
interest on particular Securities.
 
   
     When the Trustee  incurs expenses  or renders  services after  an Event  of
Default  specified  in  Section 6.01(6)  or  (7)  occurs, the  expenses  and the
compensation  for  the   services  are  intended   to  constitute  expenses   of
administration under any Bankruptcy Law.
    
 
   
     This  Section 7.07 shall survive any satisfaction, discharge or termination
of this Indenture, including, to  the extent enforceable, any termination  under
any Bankruptcy Law.
    
 
   
Section 7.08. Replacement of Trustee.
    
     A  resignation or  removal of  the Trustee  and appointment  of a successor
Trustee shall become effective only  upon the successor Trustee's acceptance  of
appointment as provided in this Section.
 
     The  Trustee  may resign  by so  notifying  the Company.  The Holders  of a
majority in aggregate principal  amount of the  then outstanding Securities  may
remove  the Trustee by so notifying the Trustee and the Company. The Company may
remove the Trustee if:
 
   
          (1) the Trustee fails to comply with Section 7.10;
    
          (2) 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;
 
          (3) a Custodian or public officer  takes charge of the Trustee or  its
     property;
 
          (4) the Trustee becomes incapable of acting; or
 
   
          (5)  in the judgment of the Company, comparable services are available
     from another entity  qualifying under  Section 7.10 at  a materially  lower
     cost to the Company.
    
 
     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 takes  office, the  Holders of a
majority in aggregate principal  amount of the  then outstanding Securities  may
appoint  a successor Trustee  to replace the successor  Trustee appointed by the
Company.
 
     If a  successor Trustee  does not  take  office within  60 days  after  the
retiring Trustee resigns or is removed, the retiring Trustee, the Company or the
Holders  of at least 10%  in aggregate principal amount  of the then outstanding
Securities may petition any court of competent jurisdiction for the  appointment
of a successor Trustee.
 
   
     If  the Trustee fails  to comply with Section  7.10, any Securityholder who
satisfies the  requirements of  TIA SECTION  310(b) may  petition any  court  of
competent  jurisdiction for the removal of the  Trustee and the appointment of a
successor Trustee.
    
 
                                       22
 

<PAGE>
   
     A successor Trustee shall deliver  a written acceptance of its  appointment
to the retiring Trustee and to the Company. Thereupon the resignation or removal
of  the retiring Trustee shall become effective, and the successor Trustee shall
have all the rights, powers and duties of the Trustee under this Indenture.  The
successor  Trustee shall mail a notice of its succession to Securityholders. The
retiring Trustee shall promptly transfer all  property held by it as Trustee  to
the successor Trustee, subject to the lien provided for in Section 7.07.
    
 
   
Section 7.09. Successor Trustee by Merger, etc.
    
     If  the Trustee consolidates, merges or  converts into, or transfers all or
substantially all of its corporate  trust business to, another corporation,  the
successor corporation without any further act shall be the successor Trustee.
 
   
Section 7.10. 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 as stated  in Section 12.10. The  Trustee is subject to TIA
SECTION 310(b),  including  the  optional  provision  permitted  by  the  second
sentence of TIA SECTION 310(b)(9). Section 12.10 lists any excluded indenture or
trust agreement.
    
 
   
     Section 7.11. Preferred 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 therein.
 
                                   ARTICLE 8
                             DISCHARGE OF INDENTURE
 
   
     Section 8.01. Termination of Company's Obligations.
    
   
     This  Indenture  shall  cease to  be  of  further effect  (except  that the
obligations under  Section 7.07  and 8.03  shall survive)  when all  outstanding
Securities  theretofore  authenticated and  issued  have been  delivered  to the
Trustee for cancellation and the Company has paid all sums payable hereunder.
    
 
     In addition, the Company  may terminate all of  its obligations under  this
Indenture if:
 
          (1)  the Securities mature  within one year  or all of  them are to be
     called for redemption  within one year  under arrangements satisfactory  to
     the Trustee for giving the notice of redemption; and
 
   
          (2)  the Company irrevocably deposits in  trust with the Trustee money
     or Government Securities sufficient  to pay principal  and interest on  the
     Securities  to maturity or redemption, as the  case may be. The Company may
     make the deposit  only during the  one-year period and  only if Article  11
     permits it.
    
 
   
     However,  the  Company's obligations  in Sections  2.03, 2.04,  2.05, 2.06,
2.07, 4.01, 4.04, 7.07, 7.08 , 8.03  and 8.04, and in Article 10, shall  survive
until the Securities are no longer outstanding. Thereafter, only the obligations
in Sections 7.07, 8.03 and 8.04 shall survive.
    
 
   
     After  a  deposit made  pursuant  to this  Section  8.01, the  Trustee upon
request shall acknowledge in writing the discharge of the Company's  obligations
under this Indenture except for those surviving obligations specified above.
    
 
   
     In  order to  have money available  on a  payment date to  pay principal or
interest on the  Securities, the Government  Securities shall be  payable as  to
principal  or interest on  or before such  payment date in  such amounts as will
provide the necessary money. Government Securities shall not be callable at  the
issuer's option.
    
 
   
Section 8.02. Application of Trust Money.
    
   
     The  Trustee shall hold  in trust money  or Government Securities deposited
with it pursuant to  Section 8.01. It  shall apply the  deposited money and  the
money from Government Securities through the Paying Agent and in accordance with
this Indenture to the payment of principal and interest on the Securities. Money
and securities so held in trust are not subject to Article 11.
    
 
   
Section 8.03. Repayment to Company.
    
 
                                       23
 

<PAGE>
     The  Trustee and the  Paying Agent shall  promptly pay to  the Company upon
request any excess money or securities held by them at any time.
 
     The Trustee and the Paying Agent shall pay to the Company upon request  any
money  held  by them  for  the payment  of  principal or  interest  that remains
unclaimed for two years after the date upon which such payment shall have become
due; provided, however, that the Company shall have first caused notice of  such
payment to the Company to be mailed to each Holder entitled thereto no less than
30  days prior  to such payment.  After payment to  the Company, 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 8.04. Reinstatement.
    
 
   
     If  (i)  the  Trustee or  Paying  Agent is  unable  to apply  any  money in
accordance with Section 8.02 by reason of any order or judgment of any court  or
governmental  authority  enjoining,  restraining or  otherwise  prohibiting such
application and (ii) the Holders of at  least a majority in principal amount  of
the then outstanding Securities so request by written notice to the Trustee, the
Company's  obligations under this Indenture and  the Securities shall be revived
and reinstated as though no deposit had occurred pursuant to Section 8.01  until
such time as the Trustee or Paying Agent is permitted to apply all such money in
accordance  with Section 8.02; provided, however,  that if the Company makes any
payment of interest on or principal of any Security following the  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 held by the Trustee or
Paying Agent.
    
 
   
                                   ARTICLE 9
                                   AMENDMENTS
    
 
   
Section 9.01. Without Consent of Holders.
    
 
     The  Company and  the Trustee  may amend  this Indenture  or the Securities
without the consent of any Securityholder:
 
          (1) to cure any ambiguity, defect or inconsistency;
 
   
          (2) to comply with Section 10.18;
    
 
          (3)  to  provide   for  uncertificated  Securities   in  addition   to
     certificated Securities; or
 
          (4) to make any change that does not adversely affect the legal rights
     hereunder of any Securityholder.
 
   
Section 9.02. With Consent of Holders.
    
 
   
          Subject  to Section 6.07,  the Company and the  Trustee may amend this
     Indenture or the Securities with the  written consent of the Holders of  at
     least  a majority  in aggregate  principal amount  of the  then outstanding
     Securities. Subject to Sections 6.04 and 6.07, the Holders of a majority in
     aggregate principal  amount of  the Securities  then outstanding  may  also
     waive compliance in a particular instance by the Company with any provision
     of  this Indenture or the Securities.  However, without the consent of each
     Holder affected, an amendment under this Section may not:
    
 
          (1) reduce the amount of Securities  whose Holders must consent to  an
     amendment;
 
          (2)  reduce the rate  of or change  the time for  payment of interest,
     including default interest, on any Security;
 
          (3) reduce  the principal  of  or change  the  fixed maturity  of  any
     Security  or alter  the provisions  with respect  to the  redemption of the
     Securities in a manner that adversely affects the rights of any Holders  of
     Securities;
 
          (4)  make any Security payable in money  other than that stated in the
     Security;
 
   
          (5) make any change in Section 6.04, 6.07 or 9.02 (third sentence);
    
 
          (6) make any change  that adversely affects the  right to convert  any
     Security; or
 
   
          (7) make any change in Article 11 that adversely affects the rights of
     any Securityholder.
    
 
                                       24
 

<PAGE>
   
     An  amendment under  this Section  may not  make any  change that adversely
affects the rights under  Article 11 of  any holder of an  issue of Senior  Debt
unless  the holders of the issue pursuant to  its terms consent to the change or
the change is otherwise permissible.
    
 
     After an amendment under this Section becomes effective, the Company  shall
mail to Securityholders a notice briefly describing the amendment.
 
   
Section 9.03. Compliance with Trust Indenture Act.
    
 
     Every amendment to this Indenture or the Securities shall be set forth in a
supplemental indenture that complies with the TIA as then in effect.
 
   
Section 9.04. 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  on  which  the Trustee  receives  an Officers'
Certificate certifying that  the Holders  of the requisite  principal amount  of
Securities  have consented  to the amendment  or waiver. An  amendment or waiver
becomes effective  in  accordance with  its  terms and  thereafter  binds  every
Securityholder.
 
     The  Company may, but shall not be obligated  to, fix a record date for the
purpose of  determining the  Holders entitled  to consent  to any  amendment  or
waiver.  If a record date  is fixed, then notwithstanding  the provisions of the
immediately preceding paragraph, those persons  who were Holders at such  record
date  (or  their duly  designated  proxies), and  only  those persons,  shall be
entitled to  consent  to such  amendment  or waiver  or  to revoke  any  consent
previously  given, whether or not such persons continue to be Holders after such
record date. No consent shall be valid or effective for more than 90 days  after
such  record  date  unless consents  from  Holders  of the  principal  amount of
Securities required hereunder for such amendment or waiver to be effective shall
have also been given and not revoked within such 90-day period.
 
   
     After an  amendment  or  waiver  becomes  effective  it  shall  bind  every
Securityholder, unless it is of the type described in any of clauses (1) through
(7)  of Section  9.02. In  such case,  the amendment  or waiver  shall bind each
Holder of a Security who  has consented to it and  every subsequent Holder of  a
Security that evidences the same debt as the consenting Holder's Security.
    
 
   
Section 9.05. Notation on or Exchange of Securities.
    
 
     The  Trustee may place an appropriate notation about an amendment or waiver
on any  Security  thereafter authenticated.  The  Company in  exchange  for  all
Securities  may issue  and the  Trustee shall  authenticate new  Securities that
reflect the amendment or waiver.
 
   
Section 9.06. Trustee Protected.
    
 
     The Trustee shall sign all supplemental indentures, except that the Trustee
need not sign any supplemental indenture  that adversely affects its rights.  If
it  does, the Trustee may but  need not sign it. In  signing or refusing to sign
such amendment, supplement or  waiver the Trustee shall  be entitled to  receive
and  shall be fully protected  in relying upon, an  Officers' Certificate and an
Opinion of  Counsel  stating  that  such  amendment,  supplement  or  waiver  is
authorized  or permitted by this Indenture  and constitutes the legal, valid and
binding obligation of the Company enforceable in accordance with its terms, with
customary exceptions.
 
   
                                   ARTICLE 10
                                   CONVERSION
    
 
   
Section 10.01. Conversion Privilege.
    
 
   
     A Holder of a Security may convert it into Common Stock at any time  during
the  period  stated in  paragraph  9 of  the  Securities. The  number  of shares
issuable upon conversion  of a  Security is  determined as  follows: Divide  the
principal  amount  to be  converted by  the  conversion price  in effect  on the
conversion date. Round the result to the nearest 1/100th of a share.
    
 
                                       25
 

<PAGE>
   
     The initial conversion price  is stated in paragraph  9 of the  Securities.
The conversion price is subject to adjustment.
    
 
     A Holder may convert a portion of a Security if the portion is $1,000 or an
integral  multiple  of  $1,000.  Provisions  of  this  Indenture  that  apply to
conversion of all of a Security also apply to conversion of a portion of it.
 
     'Common Stock' means Common Stock of the Company as it existed on the  date
of the Original Indenture or as it may be constituted from time to time.
 
   
Section 10.02. Conversion Procedure.
    
 
   
     To  convert a Security, a Holder must satisfy the requirements in paragraph
9 of  the  Securities.  The  date  on  which  the  Holder  satisfies  all  those
requirements  is the  conversion date. As  soon as practical,  the Company shall
deliver through the Conversion Agent a certificate for the number of full shares
of Common Stock  issuable upon  the conversion and  a check  for any  fractional
share.  The person in whose name the  certificate is registered shall be treated
as a stockholder of record on and after the conversion date.
    
 
     No payment or adjustment will be  made for accrued interest on a  converted
Security or dividends on any Common Stock issued.
 
     If a Holder converts more than one Security at the same time, the number of
full  shares issuable upon the conversion shall  be based on the total principal
amount of the Securities converted.
 
     Upon surrender of a Security that  is converted in part, the Company  shall
issue  and the Trustee shall authenticate for the Holder a new Security equal in
principal amount to the unconverted portion of the Security surrendered.
 
     If the last day on which a Security may be converted is a Legal Holiday  in
a  place where a Conversion Agent is located, the Security may be surrendered to
that Conversion Agent on the next succeeding day that is not a Legal Holiday.
 
   
Section 10.03. Fractional Shares.
    
 
     The Company  will  not  issue  a fractional  share  of  Common  Stock  upon
conversion  of a Security.  Instead the Company  will deliver its  check for the
current market value  of the  fractional share. The  current market  value of  a
fraction  of a share is determined as follows: Multiply the current market price
of a full share by the fraction. Round the result to the nearest cent.
 
     The current market price of a share of Common Stock is the Quoted Price  of
the  Common Stock on the  last trading day prior to  the conversion date. In the
absence of such  a quotation,  the Company  shall determine  the current  market
price on the basis of such quotations as it considers appropriate.
 
   
Section 10.04. Taxes on Conversion.
    
 
     If  a  Holder  of  a  Security  converts  it,  the  Company  shall  pay any
documentary, stamp or similar issue or transfer  tax due on the issue of  shares
of  Common Stock upon the conversion. However, the Holder shall pay any such tax
which is due because  the shares are  issued in a name  other than the  Holder's
name.
 
   
Section 10.05. Company to Provide Stock.
    
 
     The  Company shall reserve out of  its authorized but unissued Common Stock
or its Common Stock held in treasury enough shares of Common Stock to permit the
conversion of the Securities.
 
     All shares  of Common  Stock which  may be  issued upon  conversion of  the
Securities shall be fully paid and non-assessable.
 
     The Company will endeavor to comply with all securities laws regulating the
offer  and delivery of shares of Common  Stock upon conversion of Securities and
will endeavor to list such shares on each national securities exchange on  which
the Common Stock is listed.
 
   
Section 10.06. Adjustment for Change in Capital Stock.
    
 
     If the Company:
 
                                       26
 

<PAGE>
          (1)  pays a dividend  or makes a  distribution on its  Common Stock in
     shares of its Common Stock;
 
          (2) subdivides its outstanding shares  of Common Stock into a  greater
     number of shares;
 
          (3)  combines its  outstanding shares of  Common Stock  into a smaller
     number of shares;
 
          (4) makes a distribution on its Common Stock in shares of its  capital
     stock other than Common Stock; or
 
          (5)  issues by reclassification of its  Common Stock any shares of its
     capital stock;
 
then the conversion  privilege and  the conversion price  in effect  immediately
prior  to  such  action shall  be  adjusted so  that  the Holder  of  a Security
thereafter converted may receive  the number of shares  of capital stock of  the
Company  which he would have  owned immediately following such  action if he had
converted the Security immediately prior to such action.
 
     The adjustment shall become effective immediately after the record date  in
the  case of a dividend or distribution and immediately after the effective date
in the case of a subdivision, combination or reclassification.
 
     If after an adjustment  a Holder of  a Security upon  conversion of it  may
receive  shares of  two or  more classes  of capital  stock of  the Company, the
Company shall determine the allocation of the adjusted conversion price  between
the  classes of capital  stock. After such  allocation, the conversion privilege
and the conversion  price of  each class of  capital stock  shall thereafter  be
subject to adjustment on terms comparable to those applicable to Common Stock in
this Article.
 
   
Section 10.07 Adjustment for Rights Issue.
    
 
     If  the Company distributes  any rights or  warrants to all  holders of its
Common Stock  entitling them  for a  period expiring  within 60  days after  the
record  date mentioned below to  purchase shares of Common  Stock at a price per
share less than  the current market  price per  share on that  record date,  the
conversion price shall be adjusted in accordance with the formula:
 

<TABLE>
<S>                                         <C>
                                           N X P
                                     O + -------
                                               M
                          C1 = C X -------------
                                           O + N
</TABLE>

 
where
 
C1 = the adjusted conversion price.
 
C = the current conversion price.
 
O = the number of shares of Common Stock outstanding on the record date.
 
N = the number of additional shares of Common Stock offered.
 
P = the offering price per share of the additional shares.
 
M = the current market price per share of Common Stock on the record date.
 
     The  adjustment  shall be  made successively  whenever  any such  rights or
warrants are issued and shall become effective immediately after the record date
for the  determination  of  stockholders  entitled  to  receive  the  rights  or
warrants.  If at the end of the period  during which such warrants or rights are
exercisable,  not  all  warrants  or  rights  shall  have  been  exercised,  the
conversion  price shall be immediately readjusted to  what it would have been if
'N' in the above formula had been the number of shares actually issued.
 
   
Section 10.08. Adjustment for Other Distributions.
    
 

     If the Company distributes to  all holders of its  Common Stock any of  its
assets or debt securities or any rights or warrants to purchase debt securities,
assets  or  other  securities of  the  Company,  the conversion  price  shall be
adjusted in accordance with the formula:

 
                                       27
 

<PAGE>
 

<TABLE>
<S>                                         <C>
                                           M - F
                                 C1 = C X ------
                                               M
</TABLE>

 
where
 
C1 = the adjusted conversion price.
 
C = the current conversion price.
 
M = the  current market price per  share of  Common  Stock on  the  record  date
mentioned below.
 
F  = the  fair  market  value  on  the  record  date  of the assets, securities,
rights or  warrants  applicable to  one  share of  Common  Stock. The  Board  of
Directors shall determine the fair market value.
 
     The adjustment shall be made successively whenever any such distribution is
made  and  shall become  effective  immediately after  the  record date  for the
determination of stockholders entitled to receive the distribution.
 
   
     This Section does not  apply to cash dividends  or cash distributions  paid
out  of consolidated current or  retained earnings as shown  on the books of the
Company. Also, this Section does not apply to rights or warrants referred to  in
Section 10.07.
    
 
   
Section 10.09. Adjustment for Common Stock Issue.
    
 
   
     If  the Company issues shares of Common Stock for a consideration per share
less than the current market price per  share on the date the Company fixes  the
offering price of such additional shares, the conversion price shall be adjusted
in accordance with the formula:
    
 

<TABLE>
<S>                                        <C>
                                               P
                                          O + --
                                               M
                               C1 = C X --------
                                               N
</TABLE>

 
where
 
C1 = the adjusted conversion price.
 
C = the then current conversion price.
 
O  = the number of shares outstanding immediately prior to the  issuance of such
additional shares.
 
P  =  the aggregate consideration received for the  issuance of such  additional
shares.
 
M  = the  current  market  price per  share on  the  date of  issuance  of  such
additional shares.
 
A = the number of shares  outstanding  immediately  after the  issuance of  such
additional shares.
 
     The adjustment shall  be made  successively whenever any  such issuance  is
made, and shall become effective immediately after such issuance.
 
   
     This  Section does not  apply to (i)  any of the  transactions described in
Sections 10.07 and 10.08, (ii) the  conversion of Securities, or the  conversion
or  exchange of other  securities convertible or  exchangeable for Common Stock,
(iii) Common Stock issued  to the Company's employees  under bona fide  employee
benefit  plans adopted by the Board of  Directors and approved by the holders of
Common Stock  when required  by law,  if such  Common Stock  would otherwise  be
covered  by this Section  (but only to  the extent that  the aggregate number of
shares excluded hereby and issued after the date of the Original Indenture shall
not exceed 10% of the  Common Stock outstanding at the  time of the adoption  of
each  such plan, exclusive of  antidilution adjustments thereunder), (iv) Common
Stock upon the exercise of  rights or warrants issued  to the holders of  Common
Stock,  (v) Common Stock issued to shareholders  of any person which merges into
the Company or with  a subsidiary of  the Company in  proportion to their  stock
holdings of such person immediately prior to such merger, upon such merger, (vi)
Common Stock issued in a bona fide public offering pursuant to a firm commitment
or best efforts underwriting or (vii) Common Stock issued in a bona fide private
placement  through a  placement agent  which is  a member  firm of  the National
Association of Securities Dealers, Inc. (except
    
 
                                       28
 

<PAGE>
to the extent that  any discount from the  current market price attributable  to
restrictions on transferability of the Common Stock, as determined in good faith
by  the Board of  Directors and described  in a Board  resolution which shall be
filed with the Trustee, shall exceed 20%).
 
   
Section 10.10. Adjustment for Convertible Securities Issue.
    
 
   
     If the Company issues any  securities convertible into or exchangeable  for
Common  Stock (other than securities issued in transactions described in Section
10.07 and 10.08 or the Securities) for a consideration per share of Common Stock
initially deliverable upon conversion or  exchange of such securities less  than
the  current market price per share on  the date of issuance of such securities,
the conversion price shall be adjusted in accordance with the formula:
    
 

<TABLE>
<S>                                          <C>
                                               P
                                          O + --
                                               M
                               C1 = C X --------
                                           O + D
</TABLE>

 
where
 
     C' = the adjusted conversion price.
 
     C = the then current conversion price.
 
     O = the number of shares  outstanding immediately prior to the issuance  of
such securities.
 
     P  =  the  aggregate  consideration  received  for  the  issuance  of  such
securities.
 
     M = the  current market price  per share on  the date of  issuance of  such
securities.
 
     D = the maximum number of shares deliverable upon conversion or in exchange
for such securities at the initial conversion or exchange rate.
 
     The  adjustment shall  be made successively  whenever any  such issuance is
made, and shall become effective immediately after such issuance. If all of  the
Common Stock deliverable upon conversion or exchange of such securities have not
been  issued when such securities are no longer outstanding, then the conversion
price shall promptly be readjusted to  the conversion price which would then  be
in  effect had the adjustment upon the  issuance of such securities been made on
the basis of the actual number of shares of Common Stock issued upon  conversion
or exchange of such securities.
 
     This  Section  does  not  apply to  (i)  convertible  securities  issued to
shareholders of any person which merges  into the Company, or with a  subsidiary
of the Company, in proportion to their stock holdings of such person immediately
prior  to such merger, upon such merger, (ii) convertible securities issued in a
bona fide  public  offering  pursuant  to a  firm  commitment  or  best  efforts
underwriting  or  (iii) convertible  securities issued  in  a bona  fide private
placement through  a placement  agent which  is a  member firm  of the  National
Association  of Securities Dealers, Inc. (except to the extent that any discount
from the current market price attributable to restrictions on transferability of
Common Stock issuable upon conversion, as determined in good faith by the  Board
of  Directors and described in a Board  resolution which shall be filed with the
Trustee, shall exceed 20% of the then current market price).
 
   
Section 10.11. Current Market Price.
    
 
   
     In Sections 10.07,  10.08, 10.09  and 10.10  the current  market price  per
share  of Common Stock  on any date is  the average of the  Quoted Prices of the
Common Stock for 30 consecutive trading  days commencing 45 trading days  before
the date in question. In the absence of one or more such quotations, the Company
shall  determine the current market price on  the basis of such quotations as it
considers appropriate.
    
 
   
Section 10.12. Consideration Received.
    
 
   
     For purposes of any computation respecting consideration received  pursuant
to Sections 10.09 and 10.10, the following shall apply:
    
 
          (1)  in the case of  the issuance of shares  of Common Stock for cash,
     the consideration shall  be the amount  of such cash,  provided that in  no
     case shall any deduction be made for any
 
                                       29
 

<PAGE>
     commissions,  discounts or other  expenses incurred by  the Company for any
     underwriting of the issue or otherwise in connection therewith;
 
          (2) in  the case  of the  issuance of  shares of  Common Stock  for  a
     consideration  in whole or in part other than cash, the consideration other
     than cash shall be deemed to be the fair market value thereof as determined
     in good faith  by the Board  of Directors (irrespective  of the  accounting
     treatment thereof), whose determinations shall be conclusive, and described
     in a Board resolution which shall be filed with the Trustee; and
 
          (3)  in the  case of  the issuance  of securities  convertible into or
     exchangeable for  shares,  the aggregate  consideration  received  therefor
     shall  be deemed to  be the consideration  received by the  Company for the
     issuance of such securities plus  the additional minimum consideration,  if
     any,  to be received by the Company upon the conversion or exchange thereof
     (the consideration in  each case  to be determined  in the  same manner  as
     provided in clauses (1) and (2) of this Section).
 
   
Section 10.13. When Adjustment May Be Deferred.
    
 
          No  adjustment  in  the  conversion  price  need  be  made  unless the
     adjustment would require  an increase  or decrease of  at least  1% in  the
     conversion  price.  Any  adjustments that  are  not made  shall  be carried
     forward and taken into account in any subsequent adjustment.
 
          All calculations under this Article shall be made to the nearest  cent
     or to the nearest 1/100th of a share, as the case may be.
 
   
Section 10.14. When No Adjustment Required.
    
 
   
          No  adjustment need be  made for a transaction  referred to in Section
     10.06, 10.07, 10.08, 10.09 or  10.10 if Securityholders are to  participate
     in  the transaction on a basis and  with notice that the Board of Directors
     determines to be fair and appropriate in  light of the basis and notice  on
     which holders of Common Stock participate in the transaction.
    
 
          No  adjustment  need  be  made for  rights  to  purchase  Common Stock
     pursuant to a Company plan for reinvestment of dividends or interest.
 
          No adjustment need be  made for a  change in the par  value or no  par
     value of the Common Stock.
 
          To  the  extent  the  Securities  become  convertible  into  cash,  no
     adjustment need be made thereafter as to the cash. Interest will not accrue
     on the cash.
 
   
          Section 10.15. Notice of Adjustment.
    
 
          Whenever the conversion price is adjusted, the Company shall  promptly
     mail  to Securityholders a notice of the adjustment. The Company shall file
     with the  Trustee  a  certificate from  the  Company's  independent  public
     accountants  briefly  stating the  facts requiring  the adjustment  and the
     manner of computing it. The  certificate shall be conclusive evidence  that
     the adjustment is correct.
 
   
          Section 10.16. Voluntary Reduction.
    
 
          The  Company from time to time may  reduce the conversion price by any
     amount for any period of time if the period is at least 20 days and if  the
     reduction  is irrevocable during the period,  provided that in no event may
     the conversion price be less than the par value of a share of Common Stock.
 
          Whenever the conversion price  is reduced, the  Company shall mail  to
     Securityholders  a  notice of  the reduction.  The  Company shall  mail the
     notice at least 15 days before the date the reduced conversion price  takes
     effect.  The notice shall state the reduced conversion price and the period
     it will be in effect.
 
   
          A reduction of  the conversion  price does  not change  or adjust  the
     conversion price otherwise in effect for purposes of Sections 10.06, 10.07,
     10.08, 10.09 and 10.10.
    
 
   
          Section 10.17. Notice of Certain Transactions.
    
 
        If:
 
                                       30
 

<PAGE>
   
          (1)  the Company takes any action  that would require an adjustment in
     the conversion  price pursuant  to Section  10.06, 10.07,  10.08, 10.09  or
     10.10  and if the Company does not let Securityholders participate pursuant
     to Section 10.14;
    
 
   
          (2) the Company  takes any  action that would  require a  supplemental
     indenture pursuant to Section 10.18; or
    
 
          (3) there is a liquidation or dissolution of the Company,
 
the  Company shall mail to Securityholders  a notice stating the proposed record
date for  a  dividend  or distribution  or  the  proposed effective  date  of  a
subdivision,  combination,  reclassification,  consolidation,  merger, transfer,
lease, liquidation or dissolution. The Company shall mail the notice at least 15
days before such date. Failure to mail the notice or any defect in it shall  not
affect the validity of the transaction.
 
   
Section 10.18. Reorganization of Company.
    
 
   
     If  the Company is a  party to a transaction  subject to Section 5.01, upon
consummation of  such  transaction  the Securities  shall  automatically  become
convertible  into the kind and amount of  securities, cash or other assets which
the Holder of a Security would have owned immediately after such transaction  if
the  Holder had converted the Security  immediately before the effective date of
the transaction. Concurrently  with the  consummation of  such transaction,  the
corporation formed by or surviving any such consolidation or merger, or to which
such  sale,  conveyance  or lease  shall  have  been made,  shall  enter  into a
supplemental indenture, so providing and further providing for adjustments which
shall be as nearly  equivalent as may be  practical to the adjustments  provided
for  in  this Article.  The successor  Company shall  mail to  Securityholders a
notice briefly describing the supplemental indenture.
    
 
   
     If the issuer of securities deliverable upon conversion of Securities under
the supplemental indenture is an affiliate of the formed, surviving,  transferee
or lessee corporation, that issuer shall join in the supplemental indenture.
    
 
   
     If  this Section  applies, Sections  10.06, 10.07,  10.08 and  10.09 do not
apply.
    
 
   
Section 10.19. Company Determination Final.
    
 
   
     Any determination that  the Company  or the  Board of  Directors must  make
pursuant  to Section 10.03, 10.06, 10.08, 10.09, 10.10, 10.11, 10.12 or 10.14 is
conclusive.
    
 
   
Section 10.20. Trustee's Disclaimer.
    
 
   
     The Trustee has no duty to determine when an adjustment under this  Article
should  be made, how it should be made or  what it should be. The Trustee has no
duty to  determine whether  any  provisions of  a supplemental  indenture  under
Section  10.18  are  correct. The  Trustee  makes  no representation  as  to the
validity or  value  of  any  securities or  assets  issued  upon  conversion  of
Securities.  The Trustee shall  not be responsible for  the Company's failure to
comply with this  Article. Each Conversion  Agent other than  the Company  shall
have the same protection under this Section as the Trustee.
    
 
   
                                   ARTICLE 11
                                 SUBORDINATION
    
 
   
Section 11.01. Agreement to Subordinate.
    
 
     The Company agrees, and each Securityholder by accepting a Security agrees,
that  the indebtedness evidenced  by the Securities is  subordinated in right of
payment, to the extent and in the manner provided in this Article, to the  prior
payments  in full  of all  Senior Debt,  and that  the subordination  is for the
benefit of the holders of Senior Debt.
 
   
     Section 11.02. Certain Definitions.
    
 
   
     'Debt' means  any  indebtedness, contingent  or  otherwise, in  respect  of
borrowed money (whether or not the recourse of the lender is to the whole of the
assets  of the  Company or only  to a  portion thereof), or  evidenced by bonds,
notes, debentures or similar instruments  or letters of credit, or  representing
the  balance  deferred and  unpaid  of the  purchase  price of  any  Property or
interest therein, except any such balance  that constitutes a trade payable,  if
and to the extent such indebtedness would
    
 
                                       31
 

<PAGE>
appear  as  a  liability upon  a  balance sheet  of  the Company  prepared  on a
consolidated basis in accordance with generally accepted accounting principles.
 
     'Representative' means the  indenture trustee  or other  trustee, agent  or
representative for an issue of Senior Debt.
 
   
     'Senior Debt' means all Debt (present or future) created, incurred, assumed
or  guaranteed  by  the  Company (and  all  renewals,  extensions  or refundings
thereof), unless  the instrument  under which  such Debt  is created,  incurred,
assumed  or  guaranteed  expressly provides  that  such  Debt is  not  senior or
superior in right of payment to the Securities. Notwithstanding anything to  the
contrary in the foregoing, Senior Debt shall not include any Debt of the Company
to any of its subsidiaries.
    
 
     A distribution may consist of cash, securities or other property.
 
   
Section 11.03. Liquidation; Dissolution; Bankruptcy.
    
     Upon  any  distribution to  creditors of  the Company  in a  liquidation or
dissolution of  the  Company or  in  a bankruptcy,  reorganization,  insolvency,
receivership or similar proceeding relating to the Company or its property:
 
          (1)  holders of  Senior Debt shall  be entitled to  receive payment in
     full in cash of the principal of and interest (including interest  accruing
     after  the commencement of any such proceeding)  to the date of payment, on
     the Senior Debt  before Securityholders  shall be entitled  to receive  any
     payment of principal of or interest on Securities; and
 
          (2) until the Senior Debt is paid in full in cash, any distribution to
     which  Securityholders would be entitled but for this Article shall be made
     to holders  of Senior  Debt  as their  interests  may appear,  except  that
     Securityholders may receive securities that are subordinated to Senior Debt
     to at least the same extent as the Securities.
 
   
     A distribution may consist of cash, securities or other property.
    
 
   
Section 11.04. Default on Senior Debt.
    
 
   
     Upon  the maturity  of any  Senior Debt by  lapse of  time, acceleration or
otherwise, all such Senior  Debt shall first  be paid in  full, or such  payment
duly  provided for in  cash or in a  manner satisfactory to  the holders of such
Senior Debt, before any payment is made  by the Company or any person acting  on
behalf of the Company on account of the principal or interest on the Securities.
    
 
     The  Company may not pay principal of or interest on the Securities and may
not acquire any Securities for cash or property other than capital stock of  the
Company if:
 
          (1)  a default  on Senior Debt  occurs and is  continuing that permits
     holders of such Senior Debt to accelerate its maturity, and
 
   
          (2) the default is the subject of judicial proceedings or the  Company
     receives  a notice of the default from a person who may give it pursuant to
     Section 11.12. If the  Company receives any such  notice, a similar  notice
     received  within nine months thereafter relating to the same default on the
     same issue  of Senior  Debt shall  not be  effective for  purposes of  this
     Section.
    
 
     The  Company may  resume payments  on the  Securities and  may acquire them
when:
 
          (a) the default is cured or waived, or
 
          (b) 120 days pass after the notice is given if the default is not  the
     subject of judicial proceedings,
 
if this Article otherwise permits the payment or acquisition at that time.
 
   
Section 11.05. Acceleration of Securities.
    
     If payment of the Securities is accelerated because of an Event of Default,
the  Company shall promptly  notify holders of Senior  Debt of the acceleration.
The Company may  pay the Securities  when 120 days  pass after the  acceleration
occurs if this Article permits the payment at that time.
 
   
Section 11.06. When Distribution Must Be Paid Over.
    
   
     In  the event  that notwithstanding  the provisions  of Section  11.04, the
Company shall make any  payment to the  Trustee on account  of the principal  or
interest on the Securities, after the happening of a
    
 
                                       32
 

<PAGE>
default in payment of the principal or interest on Senior Debt, or after receipt
by  the Company and the Trustee of  written notice as provided in Sections 11.04
and 11.12 of an event of default or an event which, with the passage of time  or
the  giving of notice or both, would constitute an event of default with respect
to any Senior  Debt, then, unless  and until  such default or  event of  default
shall  have been  cured or waived  or shall  have ceased to  exist, such payment
shall be held by  the Trustee, in trust  for the benefit of,  and shall be  paid
forthwith over and delivered to, the holders of Senior Debt (pro rata as to each
of  such holders on the  basis of the respective amounts  of Senior Debt held by
them) or  their representative  or  the trustee  under  the indenture  or  other
agreement  (if any) pursuant to which Senior Debt may have been issued, as their
respective interests may appear,  for application to the  payment of all  Senior
Debt  remaining unpaid to the extent necessary to pay all Senior Debt in full in
accordance with its  terms, after  giving effect  to any  concurrent payment  or
distribution to or for the holders of Senior Debt.
 
     If  a distribution is made to  Securityholders that because of this Article
should not  have  been  made  to  them,  the  Securityholders  who  receive  the
distribution  shall hold it in trust for holders  of Senior Debt and pay it over
to them as their interests may appear.
 
   
Section 11.07. Notice by Company.
    
 
   
     The Company shall promptly notify the  Trustee and the Paying Agent of  any
facts  known  to the  Company  that would  cause a  payment  of principal  of or
interest on the  Securities to violate  this Article, but  failure to give  such
notice  shall not affect the subordination of  the Securities to the Senior Debt
provided in this Article. Nothing in this  Article 11 shall apply to claims  of,
or payments to, the Trustee under or pursuant to Section 7.07.
    
 
   
Section 11.08. Subrogation.
    
 
   
     After  all Senior Debt is paid in full and until the Securities are paid in
full, Securityholders shall  be subrogated to  the rights of  holders of  Senior
Debt  to  receive distributions  applicable to  Senior Debt  to the  extent that
distributions otherwise payable to the Securityholders have been applied to  the
payment  of Senior Debt.  A distribution made  under this Article  to holders of
Senior Debt which otherwise would have  been made to Securityholders is not,  as
between  the Company and  the Securityholders, a  payment by the  Company on the
Senior Debt.
    
 
   
Section 11.09. Relative Rights.
    
 
     This Article defines the relative rights of Securityholders and holders  of
Senior Debt. Nothing in this Indenture shall:
 
          (1) impair, as between the Company and Securityholders, the obligation
     of  the Company, which  is absolute and unconditional,  to pay principal of
     and interest on the Securities in accordance with their terms;
 
          (2) affect the relative rights of Securityholders and creditors of the
     Company other than holders of Senior Debt; or
 
   
          (3) prevent  the Trustee  or any  Securityholder from  exercising  its
     available  remedies  upon a  Default or  Event of  Default, subject  to the
     rights of holders of Senior Debt to receive distributions otherwise payable
     to Securityholders which rights are set forth in this Article 11.
    
 
     If the  Company  fails because  of  this Article  to  pay principal  of  or
interest  on a Security on the due date, the failure is still a Default or Event
of Default.
 
   
Section 11.10. Subordination May Not Be Impaired by Company.
    
 
     No right of any holder of Senior  Debt to enforce the subordination of  the
indebtedness evidenced by the Securities shall be impaired by any act or failure
to act by the Company or by its failure to comply with this Indenture.
 
   
Section 11.11. Distribution or Notice to Representative.
    
 
   
     Whenever  a distribution  is to  be made  or a  notice given  to holders of
Senior Debt,  the  distribution  may be  made  and  the notice  given  to  their
Representative.
    
 
   
Section 11.12. Rights of Trustee and Paying Agent.
    
 
                                       33
 

<PAGE>
     The Trustee or Paying Agent may continue to make payments on the Securities
until  it receives notice of facts that would cause a payment of principal of or
interest on  the  Securities  to  violate this  Article.  Only  the  Company,  a
Representative or a holder of an issue of Senior Debt that has no Representative
may give the notice.
 
     The  Trustee in its individual  or any other capacity  may hold Senior Debt
with the same rights it would have if it were not Trustee. Any Agent may do  the
same with like rights.
 
   
                                   ARTICLE 12
                                 MISCELLANEOUS
    
 
   
Section 12.01. Trust Indenture Act Controls.
    
 
     If  any provision  of this Indenture  limits, qualifies,  or conflicts with
another provision which is required to be included in this Indenture by the TIA,
the required provision shall control.
 
   
Section 12.02. 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
to the other's address stated  in Section 12.10. 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.
Failure to mail a notice or communication  to a Securityholder or any defect  in
it shall not affect its sufficiency with respect to other Securityholders.
 
     If  a notice or communication is mailed in the manner provided above within
the time prescribed, it is duly given, whether or not the addressee 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.
 
     All other notices or communications shall be in writing.
 
   
Section 12.03. Communication by Holders with Other Holders.
    
 
     Securityholders may communicate pursuant to  TIA SECTION 312(b) with  other
Securityholders  with  respect  to  their rights  under  this  Indenture  or the
Securities. The Company, the Trustee, the  Registrar and anyone else shall  have
the protection of TIA SECTION 312(c).
 
   
Section 12.04. 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
 
          (b) an  Opinion  of Counsel  stating  that,  in the  opinion  of  such
     counsel, all such conditions precedent have been complied with.
 
   
Section 12.05. Statements Required in Certificate or Opinion.
    
          Each  certificate  or  opinion  with  respect  to  compliance  with  a
     condition or covenant provided for in this Indenture shall include:
 
          (1) a statement that the person making such certificate or opinion has
     read such covenant or condition;
 
          (2) a brief statement as to the nature and scope of the examination or
     investigation upon  which  the statements  or  opinions contained  in  such
     certificate or opinion are based;
 
          (3)  a statement that, in the opinion of such person, he has made such
     examination or investigation as  is necessary to enable  him to express  an
     informed  opinion as to whether or not  such covenant or condition has been
     complied with; and
 
          (4) a statement as to whether or  not, in the opinion of such  person,
     such condition or covenant has been complied with.
 
                                       34
 

<PAGE>
   
Section 12.06. Rules by Trustee and Agents.
    
     The  Trustee  may make  reasonable  rules for  action  by or  a  meeting of
Securityholders. The  Registrar,  Paying  Agent or  Conversion  Agent  may  make
reasonable rules and set reasonable requirements for its functions.
 
   
Section 12.07. Legal Holidays.
    
     A  'Legal  Holiday' is  a  Saturday, a  Sunday or  a  day on  which banking
institutions are not required to be open.  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 12.08. No Recourse Against Others.
    
     All  liability  described  in  the  Securities  of  any  director, officer,
employee or stockholder, as such, of the Company is waived and released.
 
   
Section 12.09. Duplicate Originals.
    
     The parties may  sign any number  of copies of  this Indenture. One  signed
copy is enough to prove this Indenture.
 
   
Section 12.10. Variable Provisions.
    
     'Officer'  means  the President,  any  Vice President,  the  Treasurer, the
Secretary, any Assistant Treasurer or any Assistant Secretary of the Company.
 
     The Company initially appoints First National Bank of Boston as  Conversion
Agent, Paying Agent, Registrar and authenticating agent.
 
     The first certificate pursuant to Section 4.03 shall be for the fiscal year
ending on October 31, 1985.
 
   
     The  reporting date  for Section 7.06  is June  15 of each  year. The first
reporting date is June 15, 1986.
    
     The Trustee shall always  have a combined capital  and surplus of at  least
$100,000,000  as  set  forth  in  its most  recent  published  annual  report of
condition.
 
   
     In Sections 10.03 and 10.11, the 'Quoted Price' of the Common Stock is  the
last reported sales price of the Common Stock on the New York Stock Exchange.
    
 
The Company's address is:
 
     The Cooper Companies, Inc.
     One Bridge Plaza, 6th Floor
     Fort Lee, New Jersey 07024
     Telephone: (201) 585-5100
     Telecopy: (201) 585-5100
     Attention: Robert S. Holcombe, Esq.
 
With a copy to:
 
     Latham & Watkins
     885 Third Avenue
     New York, New York 10022
     Telephone: (212) 906-1200
     Telecopy: (212) 751-4864
     Attention: Samuel A. Fishman, Esq.
 
The Trustee's address is:
 
   
     Bankers Trust Company
     Corporate Trust and Agency Group
     Four Albany Street
     New York, New York 10006
     Telephone: (212) 250-2500
     Telecopy: (212) 250-6961
    
   
Section 12.11. Governing Law.
    
 
                                       35
 

<PAGE>
     The  internal laws of the State of New York shall govern this Indenture and
the Securities.
 
   
Section 12.12. 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 12.13. 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 12.14. 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.
 
                                       36
 

<PAGE>
IN  WITNESS WHEREOF,  the parties  hereto have  caused this  Second Supplemental
Indenture to be signed and  acknowledged by their respective officers  thereunto
duly authorized and their respective corporate seals to be hereunto duly affixed
and attested, all as of the day and year first above written.
 

<TABLE>
<S>                                                       <C>
[Seal]                                                    THE COOPER COMPANIES
Attest:
             /s/ MARISA F. JACOBS                                  /s/ ROBERT S. WEISS
 .......................................................  By:   ..................................................
Name:            MARISA F. JACOBS                               Name:  ROBERT S. WEISS
Title: Secretary and Associate General Counsel                  Title: Sr. Vice President, Treasurer and Chief
                                                                       Financial Officer

[Seal]                                                    BANKERS TRUST COMPANY
Attest:                                                   as Successor Trustee
              /s/ WANDA CAMACHO                                    /s/ LINDA A. RAKOLTA
 .......................................................  By:   ..................................................
Name:             WANDA CAMACHO                                 Name:  LINDA A. RAKOLTA
Title: Assistant Secretary                                      Title: Vice President
</TABLE>

 
                                       37
 

<PAGE>
                                                                       EXHIBIT A
 
No.                                                                      $
 
                           THE COOPER COMPANIES, INC.
 
promises to pay to
 
or registered assigns,
the principal sum of                                    Dollars on March 1, 2005
 
10 5/8% CONVERTIBLE SUBORDINATED RESET DEBENTURE DUE 2005
Interest Payment Dates: March 1 and September 1
Record Dates: February 15 and August 15
 
Authenticated:                                                Dated:
 
Bankers Trust Company
  as Successor Trustee
 
THE COOPER COMPANIES, INC.
 
By                                              By
          Authorized Signature
President                                                         Secretary
(SEAL)
           OR
           First National Bank of Boston
             as Authenticating Agent
 
By
          Authorized Signature
 
                                       38
 

<PAGE>
                               (Back of Security)
                           THE COOPER COMPANIES, INC.
           10 5/8% Convertible Subordinated Reset Debenture due 2005
 
     1.   Interest.  The   Cooper  Companies,   Inc.  ('Company'),   a  Delaware
corporation, promises to pay interest on  the principal amount of this  Security
at  the rate of 10 5/8% per annum. The Company will pay interest semiannually on
March 1 and September 1 of each year. Interest on the Securities will accrue  at
a rate of 8 5/8% until June 29, 1989 and thereafter at a rate of 10 5/8%.
 
     The Company will reset the interest rate on the Securities on June 15, 1991
(the  'Reset  Date')  to a  rate  per  annum, as  determined  by  two nationally
recognized investment banking firms selected by  the Company (or, if such  firms
cannot  agree upon  such rate, the  average of  the rates determined  by each of
them), that the Debentures should bear in order to have a market value equal  to
75%  of their principal amount on the Reset  Date. In no event shall the rate be
reset to an annual  interest rate which  is less than 10  5/8% nor greater  than
13 1/8%.
 
     The  Company  will  notify the  Trustee  and the  Dow  Jones News/Retrieval
Service as soon as practicable,  but in no event  later than five business  days
after  the Reset Date  of the reset  interest rate. No  later than five business
days after the Trustee  has received such notice  from the Company, the  Trustee
will  mail to each holder of Debentures  then outstanding a notice setting forth
the reset interest rate.
 
     2. Method  of Payment.  The Company  will pay  interest on  the  Securities
(except  defaulted  interest)  to  the persons  who  are  registered  holders of
Securities at the close  of business on  the record date  for the next  interest
payment  date even though Securities are cancelled  after the record date and on
or before the  interest payment  date. Holders  must surrender  Securities to  a
Paying  Agent to collect principal payments.  The Company will pay principal and
interest in money  of the United  States that at  the time of  payment is  legal
tender  for payment of  public and private  debts. However, the  Company may pay
principal and interest by check payable in  such money. It may mail an  interest
check to a holder's registered address.
 
     3. Paying Agent, Registrar, Conversion Agent. First National Bank of Boston
will act as Conversion Agent, Paying Agent and Registrar. The Company may change
any  Paying Agent, Registrar, Conversion Agent or co-registrar without notice to
any Security holder. The Company may act in any such capacity.
 
   
     4. Indenture. The Company issued the Securities under an Indenture dated as
of March 1,  1985 (the 'Original  Indenture') as amended  and supplemented by  a
Supplemental  Indenture dated  June 29,  1989 and as  amended and  restated by a
Second Supplemental Indenture dated as of January 6, 1994 (collectively,  the
'Indenture')  between the Company  and the Trustee. The  terms of the Securities
include those stated in the  Indenture and those made  part of the Indenture  by
reference   to  the  Trust  Indenture  Act   of  1939  (15  U.S.  Code  SECTIONS
77aaa-77bbbb) as in effect on the date of the Original Indenture. The Securities
are subject to all such terms, and Securityholders are referred to the Indenture
and the Act  for a statement  of such terms.  The terms of  the Indenture  shall
govern  any  inconsistencies  between  the  Indenture  and  the  Securities. The
Securities  are  unsecured  general  obligations  of  the  Company  limited   to
$200,000,000 in aggregate principal amount.
    
 
     5.  Optional Redemption. The  Company may redeem all  the Securities at any
time or some of them  from time to time at  the redemption prices (expressed  in
percentages  of principal amount)  set forth below plus  accrued interest to the
redemption date, if redeemed during the 12-month period beginning March 1 of the
years indicated below.  The Debentures may  not be so  redeemed before March  1,
1987,  unless the last sale price for shares of Common Stock, as reported by the
New York Stock Exchange for  20 trading days within  a period of 30  consecutive
trading days ending on the fifth day preceding the initial redemption notice, is
then at 140% of the conversion price then in effect.
 
                                       39
 

<PAGE>
 

<TABLE>
<CAPTION>
Year                       Percentage
- ------------------------   ----------
<S>                        <C>
1985...................     108.6250%
1986...................     107.7625
1987...................     106.9000
1988...................     106.0375
1989...................     105.1750
1990...................     104.3125
1991...................     103.4500
1992...................     102.5875
1993...................     101.7250
1994...................     100.8625
1995 and thereafter....     100.0000
</TABLE>

 
     6.  Mandatory  Redemption. The  Company  will redeem  $15,000,000 principal
amount of Securities on March  1, 1995, and on  each March 1 thereafter  through
March  1, 2004 at a  redemption price of 100%  of principal amount, plus accrued
interest to the redemption date. The Company may reduce the principal amount  of
Securities  to be redeemed pursuant  to this paragraph 6  by subtracting 100% of
the principal amount (excluding premium) of any Securities that  Securityholders
have converted (other than Securities converted after being called for mandatory
redemption),  that the Company has delivered  to the Trustee for cancellation or
that the  Company has  redeemed other  than pursuant  to this  paragraph 6.  The
Company may so subtract the same Security only once.
 
     7.  Notice of Redemption. Notice  of redemption will be  mailed at least 30
days but not  more than 60  days before the  redemption date to  each holder  of
Securities to be redeemed at his registered address. Securities in denominations
larger  than  $1,000 may  be redeemed  in part  but only  in whole  multiples of
$1,000. On and after the redemption date interest ceases to accrue on Securities
or portions of them called for redemption.
 
   
     8. Change of Control  Offer. If at  any time after  the Board of  Directors
shall  have become aware (whether by public filings or otherwise) of a Change of
Control (as defined in the Indenture),  then the Company shall, within 30  days,
make  a Change of Control Offer to all Holders to purchase 100% of the principal
amount of Securities outstanding as  of such date at  a purchase price equal  to
100%  of the principal  amount thereof plus  accrued and unpaid  interest to the
date of purchase. The Change of Control Offer shall remain open for a period  of
twenty  business days  following its commencement  and no longer,  except to the
extent that a longer period  is required by applicable  law. No later than  five
business  days after the termination of the  Change of Control Offer the Company
shall purchase all  Securities tendered  in response  to the  Change of  Control
Offer;  provided, that  no Securities  shall be  purchased unless  and until the
Company purchases all  the Notes required  to be purchased  pursuant to  Section
4.13 of the indenture governing the Notes as amended from time to time.
    
 
   
     9.  Conversion. A holder of a Security  may convert it into Common Stock at
any time before  the close  of business  on March 1,  2005. If  the Security  is
called for redemption, the holder may convert it at any time before the close of
business  on the fifth business day prior to the redemption date. The conversion
price is $5.00 per share, subject to adjustment in certain events. To  determine
the  number  of  shares  issuable  upon conversion  of  a  Security,  divide the
principal amount  to be  converted by  the  conversion price  in effect  on  the
conversion  date. On  conversion no payment  or adjustment for  interest will be
made. The Company will deliver a check for any fractional share.
    
 
     To convert a Security  a holder must (1)  complete and sign the  conversion
notice  on the back of the Security,  (2) surrender the Security to a Conversion
Agent, (3) furnish appropriate endorsements  and transfer documents if  required
by the Registrar or Conversion Agent, and (4) pay any transfer or similar tax if
required.  A holder may convert a portion of a Security if the portion is $1,000
or an integral multiple of $1,000.
 
   
     The Company from time to time  may voluntarily reduce the conversion  price
for  a period of time,  provided that the conversion price  is not less than the
par value of a share of Common Stock.
    
 
                                       40
 

<PAGE>
     If the Company is  a party to  a consolidation or merger  or a transfer  or
lease of all or substantially all of its assets, the right to convert a Security
into  Common Stock may  be changed into  a right to  convert it into securities,
cash or other assets of the Company or another.
 
   
     10. Subordination. The Securities are subordinated to Senior Debt, which is
any Debt of the  Company outstanding on  the date of  the Original Indenture  or
Debt  thereafter created, incurred, assumed or guaranteed by the Company and all
renewals, extensions or refundings thereof, unless by its terms it is  expressly
not  senior  or superior  in right  of payment  to the  Securities. Debt  is any
indebtedness, contingent or otherwise, in respect of borrowed money (whether  or
not  the recourse of the lender is to the  whole of the assets of the Company or
only to a portion thereof), or evidenced by bonds, notes, debentures or  similar
instruments  or  letters of  credit, or  representing  the balance  deferred and
unpaid of the  purchase price of  any property or  interest therein, except  any
such  balance  that constitutes  a  trade payable,  if  and to  the  extent such
indebtedness would appear  as a liability  upon a balance  sheet of the  Company
prepared   on  a  consolidated  basis  in  accordance  with  generally  accepted
accounting principles. To the extent provided in the Indenture, Senior Debt must
be paid  before  the  Securities may  be  paid.  The Company  agrees,  and  each
Securityholder  by  accepting  a  Security  agrees,  to  the  subordination  and
authorizes the Trustee to give it effect.
    
 
     11. Denominations,  Transfer, Exchange.  The Securities  are in  registered
form  without  coupons  in denominations  of  $1,000 and  integral  multiples of
$1,000. The  transfer of  Securities may  be registered  and Securities  may  be
exchanged  as provided  in the  Indenture. The  Registrar may  require a holder,
among other things, to furnish  appropriate endorsements and transfer  documents
and to pay any taxes and fees required by law or permitted by the Indenture. The
Registrar  need not exchange or register the transfer of any Security or portion
of a Security selected  for redemption. Also, it  need not exchange or  register
the  transfer of any  Securities for a period  of 15 days  before a selection of
Securities to be redeemed.
 
     12. Persons  Deemed Owners.  The registered  holder of  a Security  may  be
treated as its owner for all purposes.
 
     13. Amendments and Waivers. Subject to certain exceptions, the Indenture or
the  Securities may  be amended with  the consent of  the holders of  at least a
majority in aggregate principal amount  of the then outstanding Securities,  and
any existing default may be waived with the consent of the holders of a majority
in  aggregate principal amount  of the then  outstanding Securities. Without the
consent of any Securityholder, the Indenture or the Securities may be amended to
cure any  ambiguity,  defect or  inconsistency,  to provide  for  assumption  of
Company  obligations  to Securityholders  or to  make any  change that  does not
adversely affect the rights of any Securityholder.
 
   
     14. Default and Remedies. An  Event of Default is:  default for 30 days  in
the  payment  of interest  on any  Security  (whether or  not prohibited  by the
subordination provisions of the Indenture);  default in payment of principal  of
any  Security (whether or not prohibited  by the subordination provisions of the
Indenture) when due and payable at maturity, upon repurchase under Section  4.13
of the Indenture, upon redemption or otherwise; failure by the Company to comply
with  the  other  agreements in  the  Indenture  or any  Security  which failure
continues for  the period  and  after the  notice  specified in  the  Indenture;
default  under any mortgage, indenture or other instrument under which there may
be issued or by  which there may  be secured or  evidenced any Indebtedness  for
money  borrowed by  the Company (or  the payment  of which is  guaranteed by the
Company) whether such Indebtedness or guarantee now exists, or is or was created
after the  date  of  the  Original  Indenture,  which  default  results  in  the
acceleration  of  such  Indebtedness  prior  to  its  express  maturity  and the
principal amount of any such Indebtedness aggregates $5,000,000 or more; a final
judgment or final judgments for the payment  of money are entered by a court  or
courts  of competent jurisdiction  against the Company or  any subsidiary of the
Company which judgment remains undischarged for a period (during which execution
shall not be effectively stayed) of 30 days; provided, that the aggregate of all
such  judgments  exceeds  $5,000,000;  and  certain  events  of  bankruptcy   or
insolvency.  If an Event of Default occurs and is continuing, the Trustee or the
holders of at least  25% in aggregate principal  amount of the then  outstanding
Securities  may declare  all the Securities  to be due  and payable immediately.
Securityholders may  not  enforce the  Indenture  or the  Securities  except  as
provided  in the Indenture. The Trustee may require indemnity satisfactory to it
before  it  enforces  the  Indenture  or  the  Securities.  Subject  to  certain
limitations, holders
    
 
                                       41
 

<PAGE>
of  a majority in aggregate principal  amount of the then outstanding Securities
may direct the Trustee in  its exercise of any trust  or power. The Trustee  may
withhold from Securityholders notice of any continuing default (except a default
in payment of principal or interest) if it determines that withholding notice is
in their interests. The Company must furnish an annual compliance certificate to
the Trustee.
 
     15. Trustee Dealings with Company. Bankers Trust Company, the Trustee under
the  Indenture, in  its individual  or any  other capacity,  may make  loans to,
accept deposits from and perform services for the Company or its Affiliates, and
may otherwise deal  with the  Company or  its Affiliates, as  if it  were not  a
Trustee.
 
     16.   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.
 
     17. Authentication. This Security shall not be valid until authenticated by
the manual signature of the Trustee or an authenticating agent.
 
     18.  Abbreviations. Customary  abbreviations may be  used in the  name of a
Securityholder or an assignee, such as: TEN  COM (= tenants in common), TEN  ENT
(=  tenants  by  the  entireties),  JT  TEN  (=  joint  tenants  with  right  of
survivorship and not as tenants in  common), CUST (= Custodian), and U/G/M/A  (=
Uniform Gifts to Minors Act).
 
     The  Company will  furnish to any  Securityholder upon  written request and
without charge  a copy  of the  Indenture,  which has  in it  the text  of  this
Security  in  larger  type.  Requests  may be  made  to:  Secretary,  The Cooper
Companies, Inc., One Bridge Plaza, 6th Floor, Fort Lee, New Jersey 07024.
 
                                       42




<PAGE>
                                                                  EXECUTION COPY
   
                           THE COOPER COMPANIES, INC.
 
                 10% SENIOR SUBORDINATED SECURED NOTES DUE 2003
 
 (TO BE ISSUED IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $21,875,000 PLUS
   SUCH ADDITIONAL AGGREGATE PRINCIPAL AMOUNT OF NOTES ISSUED AS A RESULT OF
             ROUNDING PURSUANT TO THE TERMS OF THE EXCHANGE OFFER)
 
- ----------------------------------------------------------
                                   INDENTURE
                       DATED AS OF  JANUARY 6, 1994
    

- ----------------------------------------------------------
                       IBJ SCHRODER BANK & TRUST COMPANY
 
                                    TRUSTEE
 

<PAGE>
CROSS-REFERENCE TABLE*
 

<TABLE>
<CAPTION>
                                        TRUST INDENTURE
                                          ACT SECTION                                             INDENTURE SECTION
- -----------------------------------------------------------------------------------------------   -----------------
   
<S>   <C>                                                                                         <C>
310   (a)(1)...................................................................................                7.10
      (a)(2)...................................................................................                7.10
      (a)(3)...................................................................................                N.A.
      (a)(4)...................................................................................                N.A.
      (a)(5)...................................................................................                7.10
      (b)......................................................................................                7.10
      (c)......................................................................................                N.A.
311   (a)......................................................................................                7.11
      (b)......................................................................................                7.11
      (c)......................................................................................                N.A.
312   (a)......................................................................................                2.05
      (b)......................................................................................               12.03
      (c)......................................................................................               12.03
313   (a)......................................................................................                7.06
      (b)(1)...................................................................................                N.A.
      (b)(2)...................................................................................                7.06
      (c)......................................................................................   4.02, 7.06, 12.02
      (d)......................................................................................                7.06
314   (a)......................................................................................         4.02, 12.02
      (b)......................................................................................                N.A.
      (c)(1)...................................................................................               12.04
      (c)(2)...................................................................................               12.04
      (c)(3)...................................................................................                4.02
      (d)......................................................................................               11.05
      (e)......................................................................................         4.02, 12.05
      (f)......................................................................................                N.A.
315   (a)......................................................................................                7.01
      (b)......................................................................................         7.05, 12.02
      (c)......................................................................................                7.01
      (d)......................................................................................                7.01
      (e)......................................................................................                6.11
316   (a)(last sentence).......................................................................                N.A.
      (a)(1)(A)................................................................................                6.05
      (a)(1)(B)................................................................................                6.04
      (a)(2)...................................................................................                N.A.
      (b)......................................................................................                6.07
      (c)......................................................................................                9.04
317   (a)(1)...................................................................................                6.08
      (a)(2)...................................................................................                6.09
      (b)......................................................................................                2.04
318   (a)......................................................................................               12.01
      (b)......................................................................................                N.A.
      (c)......................................................................................               12.01
    
</TABLE>

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

<PAGE>
TABLE OF CONTENTS
 

<TABLE>
<CAPTION>
                                                                                                              PAGE
<S>                                                                                                           <C>
                                                 ARTICLE 1
                                       DEFINITIONS AND INCORPORATION
                                               BY REFERENCE
   
Section 1.01. Definitions..................................................................................     1
Section 1.02. Other Definitions............................................................................     8
Section 1.03. Incorporation by Reference of Trust Indenture Act............................................     9
Section 1.04. Rules of Construction........................................................................     9
                                                 ARTICLE 2
                                                 THE NOTES
Section 2.01. Form and Dating..............................................................................    10
Section 2.02. Execution and Authentication.................................................................    10
Section
 2.03. Registrar and Paying Agent...................................................................    10
Section 2.04. Paying Agent to Hold Money in Trust..........................................................    11
Section 2.05. Lists of Holders of the Notes................................................................    11
Section 2.06. Transfer and Exchange........................................................................    11
Section 2.07. Replacement Notes............................................................................    12
Section 2.08. Outstanding Notes............................................................................    12
Section 2.09. Treasury Notes...............................................................................    12
Section 2.10. Temporary Notes..............................................................................    13
Section 2.11. Cancellation.................................................................................    13
Section 2.12. Defaulted Interest...........................................................................    13
Section 2.13. CUSIP Number.................................................................................    13
                                                 ARTICLE 3
                                                REDEMPTION
Section 3.01. Notices to Trustee...........................................................................    14
Section 3.02. Selection of Notes to Be Redeemed............................................................    14
Section 3.03. Notice of Redemption.........................................................................    14
Section 3.04. Effect of Notice of Redemption...............................................................    15
Section 3.05. Deposit of Redemption Price..................................................................    15
Section 3.06. Notes Redeemed in Part.......................................................................    16
Section 3.07. Optional Redemption..........................................................................    16
Section 3.08. Mandatory Redemption.........................................................................    16
                                                 ARTICLE 4
                                                 COVENANTS
Section 4.01. Payment of Notes.............................................................................    17
Section 4.02. SEC Reports, Financial Reports...............................................................    17
Section 4.03. Compliance Certificate.......................................................................    18
Section 4.04. Taxes........................................................................................    18
Section 4.05. Stay, Extension and Usury Laws...............................................................    19
Section 4.06. Limitation on Restricted Payments............................................................    19
Section 4.07. Limitation On Indebtedness...................................................................    21
Section 4.08. Maintenance of Properties....................................................................    23
Section 4.09. Limitation on Transactions with Affiliates...................................................    23
Section 4.10. Limitation on Ranking of Future Indebtedness.................................................    24
Section 4.11. Board of Directors...........................................................................    24
Section 4.12. Corporate Existence..........................................................................    24
Section 4.13. Change of Control............................................................................    24
Section 4.14. Money for Security Payments to be Held in Trust..............................................    26
                                                 ARTICLE 5
                                                SUCCESSORS
Section 5.01. When Company May Merge, etc..................................................................    26
    

</TABLE>



<PAGE>
 

<TABLE>
<S>                                                                                                           <C>
                                                 ARTICLE 6
                                           DEFAULTS AND REMEDIES
   
Section 6.01. Events of Default............................................................................    27
Section 6.02. Acceleration.................................................................................    29
Section 6.03. Other Remedies...............................................................................    29
Section 6.04. Waiver of Past Defaults......................................................................    29
Section 6.05. Control by Majority..........................................................................    29
Section 6.06. Limitation on Suits..........................................................................    29
Section 6.07. Rights of Holders of Notes to Receive Payment................................................    30
Section 6.08. Collection Suit by Trustee...................................................................    30
Section 6.09. Trustee May File Proofs of Claim.............................................................    30
Section 6.10. Priorities...................................................................................    31
Section 6.11. Undertaking for Costs........................................................................    31
                                                 ARTICLE 7
                                                  TRUSTEE
Section 7.01. Duties of Trustee............................................................................    31
Section 7.02. Rights of Trustee............................................................................    32
Section 7.03. Individual Rights of Trustee.................................................................    33
Section 7.04. Trustee's Disclaimer.........................................................................    33
Section 7.05. Notice of Defaults...........................................................................    33
Section 7.06. Reports by Trustee to Holders of the Notes...................................................    33
Section 7.07. Compensation and Indemnity...................................................................    34
Section 7.08. Replacement of Trustee.......................................................................    34
Section 7.09. Successor Trustee by Merger, etc.............................................................    35
Section 7.10. Eligibility; Disqualification................................................................    35
Section 7.11. Preferential Collection of Claims Against Company............................................    35
                                                 ARTICLE 8
                                 LEGAL DEFEASANCE AND COVENANT DEFEASANCE
Section 8.01. Option to Effect Legal Defeasance or Covenant Defeasance.....................................    36
Section 8.02. Legal Defeasance and Discharge...............................................................    36
Section 8.03. Covenant Defeasance..........................................................................    36
Section 8.04. Conditions to Legal or Covenant Defeasance...................................................    37
Section 8.05. Deposited Money and Government Securities to be
Held in Trust; Other Miscellaneous Provisions..............................................................    38
Section 8.06. Repayment to Company.........................................................................    38
Section 8.07. Reinstatement................................................................................    39
                                                 ARTICLE 9
                                     AMENDMENT, SUPPLEMENT AND WAIVER
Section 9.01. Without Consent of Holders of Notes..........................................................    39
Section 9.02. With Consent of Holders of Notes.............................................................    40
Section 9.03. Compliance with Trust Indenture Act..........................................................    41
Section 9.04. Revocation and Effect of Consents............................................................    41
Section 9.05. Notation on or Exchange of Notes.............................................................    41
Section 9.06. Trustee to Sign Amendments, etc..............................................................    41
                                                ARTICLE 10
                                               SUBORDINATION
Section 10.01. Agreement to Subordinate....................................................................    42
Section 10.02. Certain Definitions.........................................................................    42
Section 10.03. Liquidation; Dissolution; Bankruptcy........................................................    42
Section 10.04. Default on Senior Debt......................................................................    43
Section 10.05. Acceleration of Securities..................................................................    43
Section 10.06. When Distribution Must Be Paid Over.........................................................    43
Section 10.07. Notice by Company...........................................................................    44
Section 10.08. Subrogation.................................................................................    44
    

</TABLE>

 

<PAGE>
 

<TABLE>
   
<S>                                                                                                           <C>
Section 10.09. Relative Rights.............................................................................    44
Section 10.10. Subordination May Not Be Impaired by Company................................................    45
Section 10.11. Distribution or Notice to Representative....................................................    45
Section 10.12. Rights of Trustee and Paying Agent..........................................................    45
Section 10.13. Priority of Rights with Respect to Collateral...............................................    45
                                                ARTICLE 11
                                          COLLATERAL AND SECURITY
Section 11.01. Pledge Agreement............................................................................    45
Section 11.02. Recording and Opinions......................................................................    46
Section 11.03. Disposition of Collateral Without Release...................................................    46
Section 11.04. Release of Collateral Upon Satisfaction of HGA Consolidated Cash Flow Test..................    48
Section 11.05. Trust Indenture Act Requirements............................................................    49
Section 11.06. Authorization of Actions to Be Taken by the Trustee Under the Pledge Agreement..............    49
Section 11.07. Authorization of Receipt of Funds by the Trustee
Under the Pledge Agreement.................................................................................    50
Section 11.08. Termination of Security Interest............................................................    50
Section 11.09. Cooperation of Trustee......................................................................    50
                                                ARTICLE 12
                                               MISCELLANEOUS
Section 12.01. Trust Indenture Act Controls................................................................    50
Section 12.02. Notices.....................................................................................    50
Section 12.03. Communication by Holders of Notes with Other
Holders of Notes...........................................................................................    52
Section 12.04. Certificate and Opinion as to Conditions Precedent..........................................    52
Section 12.05. Statements Required in Certificate or Opinion...............................................    52
Section 12.06. Rules by Trustee and Agents.................................................................    52
Section 12.07. No Personal Liability of Directors, Officers, Employees and Stockholders....................    52
Section 12.08. Governing Law...............................................................................    53
Section 12.09. No Adverse Interpretation of Other Agreements...............................................    53
Section 12.10. Successors..................................................................................    53
Section 12.11. Severability................................................................................    53
Section 12.12. Counterpart Originals.......................................................................    53
Section 12.13. Table of Contents, Headings, etc............................................................    53
    

</TABLE>


EXHIBITS
 
Exhibit A FORM OF NOTE


<PAGE>
   
     INDENTURE dated as of January 6, 1994 between The Cooper Companies, Inc., a
Delaware corporation  (the 'Company'), and IBJ Schroder  Bank &  Trust  Company,
as trustee (the 'Trustee').
    
 
   
     The Company and the Trustee agree as follows for the benefit of each  other
and  for  the  equal  and ratable  benefit  of  the Holders  of  the  10% Senior
Subordinated Secured Notes due 2003 (the 'Notes'):
    
 
                                   ARTICLE 1
                         DEFINITIONS AND INCORPORATION
                                  BY REFERENCE
 
Section 1.01. Definitions.
 
   
     'Acquired Debt' means, with respect  to any specified Person,  Indebtedness
of  any other Person existing at the time  such other Person merged with or into
or became  a Subsidiary  of such  specified Person,  Indebtedness of  any  other
Person  assumed in  connection with  the acquisition  of assets  from such other
Person and Indebtedness  incurred in  connection with, or  in contemplation  of,
such  other  Person  merging with  or  into  or becoming  a  Subsidiary  of such
specified Person or  the acquisition of  assets from such  other Person, as  the
case may be.
    
 
   
     'Adjusted  Net Worth'  of any Person  means, as  of any date  for which the
determination thereof is to be made, the Consolidated Net Worth of such  Person,
plus,  without duplication, any preferred stock, at its value in accordance with
GAAP, of  such  Person  which  is  not  Disqualified  Stock  and  which  is  not
exchangeable  or convertible into a  debt security of such  Person or any of its
Subsidiaries at the option of the holders  of such equity security prior to  the
date  on  which  the  Notes  mature,  and  less  any  amount  included  in  such
Consolidated Net  Worth attributable  to preferred  stock, or  any other  equity
security of such Person, which is Disqualified Stock or which is exchangeable or
convertible  into a debt security  of such Person or  any of its Subsidiaries at
the option of the holders of such equity security prior to the date on which the
Notes mature.
    
 
     'Affiliate' of  any specified  Person means  any other  Person directly  or
indirectly  controlling  or controlled  by or  under  direct or  indirect common
control with such specified Person.  For purposes of this definition,  'control'
(including,  with correlative meanings, the terms 'controlling,' 'controlled by'
and 'under common control with'), as used with respect to any Person, shall mean
the possession, directly  or indirectly,  of the power  to direct  or cause  the
direction  of the  management or  policies of  such Person,  whether through the
ownership of voting seacurities, by  agreement or otherwise; provided,  however,
that  beneficial ownership of 10%  or more of the  voting securities of a Person
shall be deemed to be control.
 
     'Agent' means any Registrar, Paying Agent or co-registrar.
 
   
     'Appraisal' means, when used with respect to the valuation of any  Property
interest,  an appraisal prepared  by an Appraiser  as to the  Fair Value of such
Property at any given date.
    
 
   
     'Appraiser'  means  an  independent  investment  banking  firm,   engineer,
appraiser  or  other Person  selected  by the  Company  and satisfactory  to the
Trustee that is  in the business  of appraising or  determining the fair  market
value of Property of the type to be appraised.
    
 
     'Board  of Directors' means the  Board of Directors of  the Company, or any
authorized committee of the Board of Directors.
 
     'Business Day' means any day other than a Legal Holiday.
 
     'Capital Stock' means any and all shares, interests, participations, rights
or other equivalents (however designated) of corporate stock, whether common  or
preferred.
 
   
     'Cash  Equivalents' means (i) Government Securities, (ii) time deposits and
certificates of deposit of  any commercial bank organized  in the United  States
having  capital and surplus in  excess of $100,000,000 with  a maturity date not
more than one year  from the date of  acquisition, (iii) repurchase  obligations
with  a term of not more than thirty days for underlying securities of the types
described  in  clause  (i)  above  entered  into  with  any  bank  meeting   the
qualifications specified in clause (ii) above, (iv) direct obligations issued by
any  state of the United  States of America or  any political subdivision of any
    
 

<PAGE>
   
such state or  any public  instrumentality thereof maturing  within ninety  days
after the date of acquisition thereof, (v) commercial paper issued by the parent
corporation of any commercial bank organized in the United States having capital
and  surplus in  excess of  $100,000,000 and  commercial paper  issued by others
having a rating of A-2  or higher from Standard &  Poor's Corporation or P-2  or
higher  from  Moody's Investors  Service,  Inc. or,  in  the case  of  a foreign
Subsidiary of the Company, the equivalent rating from a foreign rating agency in
the applicable foreign  country (or, if  at any time  neither Standard &  Poor's
Corporation  nor Moody's Investors Service,  Inc. nor, in the  case of a foreign
Subsidiary of  the  Company, a  foreign  rating  agency, shall  be  rating  such
obligations,  then  from such  other rating  services  recognized in  the United
States or, in the case of a foreign Subsidiary of the Company, in the applicable
foreign country, acceptable  to the Trustee)  at the time  of acquisition,  (vi)
bonds,  debentures, notes or other corporate  debt securities having a rating of
BB or higher from Standard and Poor's Corporation or Ba2 or higher from  Moody's
Investors  Service, Inc. or, in the case of a foreign Subsidiary of the Company,
the equivalent rating  from a foreign  rating agency in  the applicable  foreign
country  (or, if at any  time neither Standard &  Poor's Corporation nor Moody's
Investors Service, Inc. nor, in the case of a foreign Subsidiary of the Company,
a foreign rating agency, shall be rating such obligations, then from such  other
rating  services recognized in  the United States  or, in the  case of a foreign
Subsidiary of the Company, in the applicable foreign country, acceptable to  the
Trustee)  at the time of acquisition, (vii) overnight bank deposits and bankers'
acceptances at any commercial bank organized in the United States having capital
and surplus in excess of $100,000,000, (viii) deposits available for  withdrawal
on  demand with commercial  banks organized in the  United States having capital
and surplus  in excess  of  $50,000,000 and  (ix)  investments in  mutual  funds
substantially  all of whose assets comprise securities of the types described in
clauses (i) through (viii).
    
 
   
     'Cash Flow Coverage Ratio' means with respect to any Person for any period,
the ratio of the Consolidated  Cash Flow of such Person  for such period to  the
Fixed Charges of such Person for such period.
    
 
     'Change  of Control' shall be  deemed to have occurred  if (i) any 'person'
(as such term is used in Sections 13(d) and 14(d)(2) of the Exchange Act)  other
than  the Company or a Subsidiary or  any employee benefit plan sponsored by the
Company or any Subsidiary shall become the beneficial owner (within the  meaning
of  Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of
the Company representing in excess  of 50% of the  combined voting power of  the
Company's  then  outstanding  securities,  or  (ii)  during  any  period  of two
consecutive years, individuals who  at the beginning  of such period  constitute
the  Board of  Directors of  the Company  cease for  any reason  to constitute a
majority  thereof  unless  each  new  director   was  elected  by,  or  on   the
recommendation  of, a majority  of the directors  then still in  office who were
directors at  the beginning  of  the period.  Notwithstanding the  foregoing,  a
Change  of Control shall  not be deemed  to have occurred  if the transaction or
event constituting a Change of Control shall have been approved by a majority of
the members of  the Board  in office immediately  prior to  such transaction  or
event.
 
   
     'Collateral'  means the Property  which is subject to  the Liens created by
the Collateral Documents, including, initially,  the Pledged HGA Securities  and
the Pledged CooperSurgical Securities.
    
 
   
     'Collateral  Documents' means the  Pledge Agreement and  any other document
pursuant to which  a Lien  is created  as security  for the  obligations of  the
Company in favor of the Trustee for the benefit of the Holders.
    
 
   
     'Consolidated  Cash Flow' means, with respect to any Person for any period,
income from continuing operations before extraordinary items for such Person and
its Subsidiaries  for  such  period,  on a  consolidated  basis,  determined  in
accordance with GAAP, plus, to the extent deducted in computing such income from
continuing  operations before extraordinary items, (a) interest expense, whether
or not paid during  the period, (b)  provisions for taxes  based on income,  (c)
depreciation   of  property,  plant  and  equipment,  and  (d)  amortization  of
intangible assets.
    
 
   
     'Consolidated Net Income' means, with respect to any Person for any period,
the aggregate of the  net income of  such Person and  its Subsidiaries for  such
period,  on a consolidated basis, determined  in accordance with GAAP; provided,
that there shall be  excluded therefrom (a)  items classified as  extraordinary,
nonrecurring  or unusual  gains and  losses, and  the related  tax effects, each
determined in  accordance with  GAAP, (b)  the net  income of  any other  Person
acquired in a pooling of interests
    
 
                                       2
 

<PAGE>
   
transaction  accrued prior to the date it becomes a Subsidiary of such Person or
is merged or consolidated  with such Person or  any Subsidiary thereof, and  (c)
the  net income  of any  other Person  other than  a Subsidiary  of such Person,
except to  the extent  of  the cash  dividends  or distributions  actually  paid
(without any repayment obligation) to such Person or a Subsidiary of such Person
by such other Person.
    
 
   
     'Consolidated   Net  Worth'  means,   with  respect  to   any  Person,  the
consolidated  stockholders'  equity  of   such  Person  and  its   Subsidiaries,
determined in accordance with GAAP.
    
 
   
     'CooperSurgical'  means CooperSurgical, Inc., a  Delaware corporation and a
Subsidiary of the Company.
    
 
   
     'Corporate Trust Office  of the  Trustee' shall be  at the  address of  the
Trustee specified in Section 12.02 or such other address as to which the Trustee
may give notice to the Company.
    
 
     'Default' means any event that is or with the passage of time or the giving
of notice or both would be an Event of Default under the Indenture.
 
     'Disqualified Stock' means any Capital Stock which, by its terms (or by the
terms  of  any  security  into  which  it is  convertible  or  for  which  it is
exchangeable), or upon  the happening of  any event, matures  or is  mandatorily
redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at
the  option of the holder thereof, in whole or  in part, on or prior to the date
on which the Notes mature.
 
     'Equity Interests' means Capital Stock  and all warrants, options or  other
rights  to  acquire  Capital Stock  (but  excluding  any debt  security  that is
convertible into, or exchangeable for, Capital Stock).
 
   
     'Exchange Act' means the Securities Exchange Act of 1934, as amended.
    
 
   
     'Exchange Offer' means the  Company's offer to  exchange up to  $30,000,000
aggregate  principal  amount  of  its  10-5/8%  Convertible  Subordinated  Reset
Debentures due 2005 (the  'Old Debentures') for $725  principal amount of  Notes
and  $145 in cash per  $1,000 principal amount of  Old Debentures upon the terms
and subject to the  conditions set forth in  the Company's Amended and  Restated
Offer  to Exchange and Consent Solicitation  dated December 15, 1993, as amended
or supplemented from time to time.
    
 
     'Existing Indebtedness'  means  the Old  Debentures,  Notes and  any  other
Indebtedness  of the Company  and its Subsidiaries  in existence on  the date of
this Indenture, until such amounts are repaid.
 
   
     'Fair Value'  means, when  used in  connection with  the valuation  of  any
Property  at  any given  date,  the price  which  could be  negotiated  for such
Property in an arm's length transaction, for cash, between a willing seller  and
a  willing  buyer, neither  of whom  is  under undue  pressure or  compulsion to
complete the transaction, as determined by an Appraiser.
    
 
   
     'Fixed Charges'  means, with  respect to  any Person  for any  period,  the
consolidated  interest  expense of  such Person  and  its Subsidiaries  for such
period, whether paid  or accrued, to  the extent such  expense was reflected  in
computing  income from continuing operations before extraordinary items for such
Person and its Subsidiaries, on a  consolidated basis, in accordance with  GAAP,
but  excluding amortization of deferred  financing fees; provided, however, that
for the purpose of calculating the Cash Flow Coverage Ratio of HGA under  clause
(g)  of the last paragraph of Section 4.07, Fixed Charges shall exclude interest
expense relating  to Indebtedness  of HGA  or  any of  its Subsidiaries  to  the
Company  or any of its Subsidiaries and shall be deemed to include the Company's
aggregate interest expense relating to the Notes.
    
 
   
     'Foothill' means Foothill Capital Corporation, a California corporation.
    
   
     'Foothill  Indebtedness'  means  Indebtedness  evidenced  by  that  certain
Amended  and Restated Secured  Promissory Note, dated May  29, 1992, as amended,
restated, supplemented or otherwise modified from time to time, issued  pursuant
to  that certain Amended and Restated Loan and Security Agreement, dated May 29,
1992, as  amended, restated,  supplemented or  otherwise modified  from time  to
time, among HGD, HGI, HGNJ and Foothill.
    
 
     'GAAP'  means  generally accepted  accounting principles  set forth  in the
opinions and pronouncements of the  Accounting Principles Board of the  American
Institute of Certified Public
 
                                       3
 

<PAGE>
Accountants  and  statements  and  pronouncements  of  the  Financial Accounting
Standards Board or in  such other statements by  such other entities which  have
authoritative support and are in effect from time to time.
 
   
     'Government   Securities'  means  direct  obligations  of,  or  obligations
guaranteed  by,  the  United  States  of  America,  for  the  payment  of  which
obligations  or guarantee  the full  faith and  credit of  the United  States is
pledged.
    
 
   
     'HGA' means Hospital Group of America,  Inc., a Delaware corporation and  a
Wholly Owned Subsidiary of the Company.
    
 
   
     'HGD'  means Hospital Group  of Delaware, Inc.,  a Delaware corporation and
Wholly Owned Subsidiary of HGA.
    
 
   
     'HGI' means Hospital Group of  Illinois, Inc., an Illinois corporation  and
Wholly Owned Subsidiary of HGA.
    
 
   
     'HGNJ'  means Hospital Group of New  Jersey, Inc., a New Jersey corporation
and Wholly Owned Subsidiary of HGA.
    
 
     'Holder' means a Person in whose name a Note is registered.
 
   
     'Indebtedness' means, with respect to any Person, any indebtedness of  such
Person,  whether or not contingent, in respect of borrowed money or evidenced by
bonds, notes,  debentures  or  similar  instruments or  letters  of  credit  (or
reimbursement  agreements  in  respect  thereof)  or  representing  the  balance
deferred and unpaid of the purchase price of any Property (including pursuant to
capital leases) , except any such balance that constitutes an accrued expense or
trade payable, if  and to  the extent any  of the  foregoing indebtedness  would
appear as a liability upon a balance sheet of such Person prepared in accordance
with  GAAP,  and  also  includes,  to the  extent  not  otherwise  included, the
guarantee of items which would be included within this definition.
    
 
     'Indenture' means this Indenture, as  amended or supplemented from time  to
time.
 
   
     'Investment'  means, with  respect to  any Person,  any investment  by such
Person in  any other  Person  in the  form of  a  loan, advance  (excluding  any
commission,  travel or  similar advance  to an officer  or employee  made in the
ordinary course  of  business) or  capital  contribution or  purchase  or  other
acquisition  for  consideration of  any Indebtedness,  Equity Interest  or other
security.
    
 
   
     'IRB Indebtedness' means  Indebtedness evidenced by  that certain  Economic
Development  Revenue  Bond,  dated  December  18,  1985,  as  amended, restated,
supplemented or otherwise modified  from time to time,  issued pursuant to  that
certain  Bond Purchase and Loan Agreement,  dated December 18, 1985, as amended,
restated, supplemented or otherwise modified from time to time, among New Castle
County Delaware, National Westminster Bank USA and HGD.
    
 
     'Legal Holiday'  means a  Saturday, a  Sunday  or a  day on  which  banking
institutions  in the City of New York or at a place of payment are authorized by
law, regulation or  executive order to  remain closed.  If a payment  date is  a
Legal  Holiday at a place of  payment, payment may be made  at that place on the
next succeeding day that is  not a Legal Holiday,  and no interest shall  accrue
for the intervening period.
 
     'Lien'  means,  with  respect to  any  asset, any  mortgage,  lien, pledge,
charge, security interest or encumbrance of any kind in respect of such asset.
 
   
     'Net Proceeds' means, with  respect to a sale  or other disposition of  the
Pledged  CooperSurgical Securities or all or  substantially all of the assets of
CooperSurgical, the aggregate cash proceeds and fair market value (as determined
in good faith by the Board of  Directors) of any other proceeds received by  the
Company or any of its Subsidiaries in respect of such sale or other disposition,
net  of the direct costs relating to  such sale or other disposition (including,
but not limited  to, legal, accounting  and investment banking  fees, and  sales
commissions),  taxes  paid or  payable as  a result  thereof (after  taking into
account  any  available  tax   credits  or  deductions   and  any  tax   sharing
arrangements),  amounts required to be applied  to the repayment of Indebtedness
secured by a  Lien on  the asset or  assets the  subject of such  sale or  other
disposition  and any reserve for adjustment in respect of the sale price of such
assets or assets.
    
 
                                       4
 

<PAGE>
     'Notes' means the Notes described above and issued under this Indenture.
 
     'Officer' means, with respect to any  Person, the Chairman of the Board  or
the  Acting Chairman of  the Board, the Chief  Executive Officer, the President,
the Chief Operating  Officer, the  Chief Financial Officer,  the Treasurer,  any
Assistant  Treasurer,  Controller,  Secretary, any  Assistant  Secretary  or any
VicePresident of such Person.
 
   
     'Officers' Certificate' means a certificate signed on behalf of the Company
by two Officers  of the Company,  one of  whom must be  the principal  executive
officer,  principal  financial officer  or principal  accounting officer  of the
Company.
    
 
     'Old Debentures' means the Company's 10-5/8% Convertible Subordinated Reset
Debentures due 2005.
 
     'Opinion of Counsel' means an opinion from legal counsel who is  reasonably
acceptable  to the Trustee. The counsel may be  an employee of or counsel to the
Company, any Subsidiary of the Company or the Trustee.
 
   
     'Permitted Investments' means (a) Investments in cash or Cash  Equivalents;
(b)  Investments of the Company or any Subsidiary of the Company existing on the
date of this Indenture; (c) Investments in the Company by any Subsidiary of  the
Company, in any Subsidiary of the Company by the Company or any other Subsidiary
of the Company or in any Person which, as a result of such Investment, becomes a
Subsidiary  of  the Company;  (d)  prepaid expenses  in  the ordinary  course of
business; (e) loans and advances to  employees of the Company or any  Subsidiary
in  the ordinary course of business, provided that, if applicable, any such loan
or advance meets the requirements set forth in Section 4.09; (f) Investments  in
accounts  and  notes receivable  arising, created  or  received in  the ordinary
course of  business;  (g)  interest  rate  or  currency  protection  agreements,
including,  but not limited  to, any interest rate  or currency swap agreements,
interest  rate  cap  agreements  and   interest  rate  collar  agreements;   (h)
endorsements  of  negotiable  instruments  and  other  similar  instruments; (i)
Investments received as consideration upon the sale or transfer of any Property;
(j) so long as such Investments are not  made at a time when a Default or  Event
of Default has occurred and is continuing, Investments approved by a majority of
the  members of  the Board of  Directors who  are not employees  of the Company,
provided that the primary purpose of each such Investment, as determined by such
members of the Board of Directors of the Company, is to benefit, complement,  or
further  (i)  any business  operated by  the  Company or  any Subsidiary  of the
Company  prior  to   and  on   the  date  of   such  Investment   or  (ii)   any
healthcare-related  business that the  Company or any  Subsidiary of the Company
proposes to operate  on the date  of  such  Investment;  (k)  so  long  as  such
Investments  are not  made at  a time  when a  Default or  Event of  Default has
occurred and  is continuing,  other  Investments made  after  the date  of  this
Indenture,   provided  that,  immediately  after  giving  effect  to  each  such
Investment made pursuant to  this clause (k),  the aggregate consideration  paid
for  all Investments made pursuant  to this clause (k) and  held at such time by
the Company and its Subsidiaries, does not  exceed (i) an amount equal to 5%  of
the consolidated total assets of the Company and its Subsidiaries, determined in
accordance  with GAAP,  at the  end of  the Company's  most recently  ended full
fiscal quarter for which internal financial statements are available immediately
preceding the date on which such  Investment is made, or (ii) alternatively,  if
the  HGA Consolidated Cash  Flow Test set  forth in Section  11.04(a) hereof has
been satisfied on or prior  to the date of such  Investment, an amount equal  to
20%  of  the total  consolidated  assets of  the  Company and  its Subsidiaries,
determined in accordance with  GAAP, at the end  of the Company's most  recently
ended  full fiscal quarter for which internal financial statements are available
immediately preceding  the  date on  which  such  Investment is  made;  and  (l)
Investments  received as proceeds of any Investment made pursuant to clauses (a)
through (k) above or this clause (l), including, but not limited to, Investments
received in connection with a restructuring, bankruptcy or workout of the issuer
of any such  Investment. Each  of the foregoing  clauses (a)-(k)  sets forth  an
independent,  separate and  distinct Permitted Investment,  and Investments that
may be made pursuant to each of such clauses are in addition to any  Investments
that  may be made pursuant to any other clause. Limitations set forth in any one
of such  clauses  (a)-(k)  or in  the  definitions  used therein  shall  not  be
applicable to any other such clauses or any other such definition.
    
 
                                       5
 

<PAGE>
     'Person'  means  any individual,  corporation, partnership,  joint venture,
association,  joint-stock  company,  trust  or  unincorporated  organization  or
government or any agency or political subdivision thereof.
 
   
     'Pledge  Agreement' means the Pledge Agreement dated as of the date of this
Indenture between the Company and the Trustee, as such agreement may be amended,
modified or supplemented from time to time.
    
 
   
     'Pledged CooperSurgical  Securities'  means  the  Pledged  Shares  and  the
Pledged Indebtedness issued by CooperSurgical.
    
 
   
     'Pledged   HGA  Securities'  means  the  Pledged  Shares  and  the  Pledged
Indebtedness issued by HGA.
    
 
   
     'Pledged Indebtedness' shall have the meaning ascribed to it in the  Pledge
Agreement.
    
   
     'Pledged  Shares'  shall have  the  meaning  ascribed  to it in  the Pledge
Agreement.
    
   
     'Property' means assets or property of any kind or nature whatsoever, real,
personal or mixed, whether tangible or intangible, and including any business or
securities.
    
 
   
     'Purchase Money Indebtedness' means (a)  Indebtedness secured by Liens  (i)
on  Property  purchased,  acquired,  or  constructed  after  the  date  of  this
Indenture, (ii) securing the payment of all or any part of the purchase price or
construction cost of such Property or taken  by a Person who by making  advances
or  incurring an obligation gives value  and enables another Person to purchase,
acquire or  construct  such  Property  and (iii)  limited  to  the  Property  so
purchased, acquired or constructed and improvements thereon (including (A) Liens
on  the securities of any  Subsidiary formed or acquired  in connection with the
purchase, acquisition or construction of such Property (so long as the aggregate
fair market value  as determined  in good  faith by  the Board  of Directors  of
Property,  if  any,  contributed  to  such  Subsidiary  by  HGA  or  any  of its
Subsidiaries existing on the  date of this Indenture  does not exceed  $100,000)
and  (B) Liens on Property purchased, acquired or constructed indirectly through
the purchase or acquisition of securities of a Person in a transaction in  which
such  Person  becomes  a  Subsidiary  of  the  Company)  and  (b)  any exchange,
extension, refinancing, renewal, replacement  or refunding of such  Indebtedness
if  any Liens  securing such Indebtedness  are as  set forth in  clauses (i) and
(iii) of clause (a) of this definition.
    
 
     'Responsible Officer,' when  used with  respect to the  Trustee, means  any
officer  within the  Corporate Trust Division  of the Trustee  (or any successor
group of the Trustee) or any other officer of the Trustee customarily performing
functions similar to those performed by any of the above designated officers and
also means,  with respect  to a  particular corporate  trust matter,  any  other
officer  to  whom  such matter  is  referred  because of  his  knowledge  of and
familiarity with the particular subject.
 
     'SEC' means the Securities and Exchange Commission.
 
     'Securities Act' means the Securities Act of 1933, as amended.
 
     'Subsidiary'  means,  with   respect  to  any   Person,  any   corporation,
association  or other business entity of which more than 50% of the total voting
power of shares of Capital Stock  entitled (without regard to the occurrence  of
any  contingency) to  vote in  the election  of directors,  managers or trustees
thereof is at  the time  owned or controlled,  directly or  indirectly, by  that
Person  or one or more of the other Subsidiaries of that Person or a combination
thereof.
 
   
     'Tangible Assets' with respect to  any Person means the consolidated  total
assets  of such Person and its  Subsidiaries determined in accordance with GAAP,
except that there shall be  deducted therefrom all intangible assets  (including
goodwill and other intangibles) determined in accordance with GAAP.
    
 
     'TIA'   means  the  Trust  Indenture  Act   of  1939  (15  U.S.C.  SECTIONS
77aaa-77bbbb) as in  effect on  the date on  which this  Indenture is  qualified
under the TIA.
 
     'Trustee' means the party named as such above until a successor replaces it
in  accordance with the  applicable provisions of  this Indenture and thereafter
means the successor serving hereunder.
 
     'Wholly Owned Subsidiary' means  any Subsidiary of the  Company all of  the
outstanding  voting stock (other than directors'  qualifying shares) of which is
owned by the Company or by any other
 
                                       6
 

<PAGE>
Subsidiary of the Company in an unbroken  chain of Subsidiaries in which all  of
the  outstanding voting stock (other than  directors' qualifying shares) of each
Subsidiary in such unbroken chain is owned by the Company or another  Subsidiary
in the chain.
 
Section 1.02. Other Definitions.
 
   

<TABLE>
<CAPTION>
                                                                           DEFINED IN
                                  TERM                                      SECTION
- ------------------------------------------------------------------------   ----------
<S>                                                                        <C>
'Affiliate Transaction'.................................................       4.09
'Bankruptcy Law'........................................................       6.01
'Change of Control Date'................................................       4.13
'Change of Control Offer'...............................................       4.13
'Change of Control Offer Period'........................................       4.13
'Change of Control Payment Date'........................................       4.13
'Covenant Defeasance'...................................................       8.03
'Custodian'.............................................................       6.01
'Debt'..................................................................      10.02
'Event of Default'......................................................       6.01
'HGA Consolidated Cash Flow Test'.......................................      11.04
'incur'.................................................................       4.07
'Legal Defeasance'......................................................       8.02
'Note Purchase Account'.................................................       3.05
'Paying Agent'..........................................................       2.03
'Purchase Period'.......................................................       3.08
'Registrar'.............................................................       2.03
'Representative'........................................................      10.02
'Restricted Payments'...................................................       4.06
'Senior Debt'...........................................................      10.02
'Substituted Joint Venture Interests'...................................      11.03
</TABLE>

    
 
Section 1.03. Incorporation by Reference of Trust Indenture Act.
 
     Whenever  this Indenture refers to a provision of the TIA, the provision is
incorporated by reference in and made a part of this Indenture.
 
     The following TIA terms used in this Indenture have the following meanings:
 
     'indenture securities' means the Notes;
 
     'indenture security holder' means a Holder of a Note;
 
     'indenture to be qualified' means this Indenture;
 
     'indenture trustee' or 'institutional trustee' means the Trustee;
 
     'obligor' on the Notes means the Company and any successor obligor upon the
Notes.
 
     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  have
the meanings so assigned to them.
 
Section 1.04. Rules of Construction.
 
     Unless the context otherwise requires:
 
     (1) a term has the meaning assigned to it;
 
     (2) an accounting term not otherwise defined has the meaning assigned to it
in accordance with GAAP;
 
     (3) 'or' is not exclusive;
 
     (4) words in the singular include the plural, and in the plural include the
singular; and
 
     (5) provisions apply to successive events and transactions.
 
                                   ARTICLE 2
                                   THE NOTES
 
                                       7
 

<PAGE>
Section 2.01. Form and Dating.
 
   
     The  Notes  and  the  Trustee's  certificate  of  authentication  shall  be
substantially in  the  form  of  Exhibit  A  hereto,  the  terms  of  which  are
incorporated in and made a part of this Indenture. The Notes may have notations,
legends  or endorsements approved as to form by the Company and required by law,
stock exchange rule, agreements to which  the Company is subject or usage.  Each
Note  shall be dated the date of its authentication. The Notes shall be issuable
only in denominations of $1,000 and integral multiples thereof.
    
 
Section 2.02. Execution and Authentication.
 
     An Officer of the Company shall sign the Notes for the Company by manual or
facsimile signature. The Company's seal shall be reproduced on the Notes.
 
     If an Officer whose signature is on  a Note no longer holds that office  at
the time the Note is authenticated, the Note shall nevertheless be valid.
 
     A  Note shall not be  valid until authenticated by  the manual signature of
the Trustee. The signature of the Trustee shall be conclusive evidence that  the
Note  has  been  authenticated  under  this  Indenture.  The  form  of Trustee's
certificate of authentication to be borne by the Notes shall be substantially as
set forth in Exhibit A hereto.
 
     The Trustee  shall, upon  a written  order  of the  Company signed  by  two
Officers  of  the  Company,  authenticate  Notes for  original  issue  up  to an
aggregate principal amount  stated in paragraph  4 of the  Notes. The  aggregate
principal  amount of Notes outstanding  at any time shall  not exceed the amount
set forth in paragraph 4 of the Notes except as provided in Section 2.07.
 
     The Trustee may appoint an  authenticating agent acceptable to the  Company
to  authenticate  Notes. Unless  limited by  the terms  of such  appointment, an
authenticating agent may authenticate Notes whenever the Trustee may do so. Each
reference  in  this  Indenture  to   authentication  by  the  Trustee   includes
authentication  by such agent. An authenticating agent has the same rights as an
Agent to deal with the Company or an Affiliate of the Company.
 
     Section 2.03. Registrar and Paying Agent.
 
   
     The Company  shall maintain  (i) an  office or  agency where  Notes may  be
presented   for  registration  of  transfer   or  for  exchange  (including  any
co-registrar, the 'Registrar') and (ii) an  office or agency where Notes may  be
presented  for payment ('Paying Agent'). The  Registrar shall keep a register of
the Notes and of  their transfer and  exchange. The Company  may appoint one  or
more  co-registrars and one  or more additional paying  agents. The term 'Paying
Agent' includes any additional paying agent.  The Company may change any  Paying
Agent,  Registrar or co-registrar without prior notice  to any Holder of a Note.
The Company shall notify the Trustee and the Trustee shall notify the Holders of
the Notes of the name  and address of any Agent  not a party to this  Indenture.
The  Company may  act as  Paying Agent,  Registrar or  co-registrar. The Company
shall enter into an appropriate agency agreement  with any Agent not a party  to
this Indenture, which shall incorporate the provisions of the TIA. The agreement
shall  implement the provisions of this Indenture that relate to such Agent. The
Company shall notify the Trustee of the  name and address of any such Agent.  If
the  Company fails to maintain a Registrar or Paying Agent, or fails to give the
foregoing notice,  the Trustee  shall act  as  such, and  shall be  entitled  to
appropriate compensation in accordance with Section 7.07 hereof.
    
 
   
     The  Company initially appoints the Trustee  as Registrar, Paying Agent and
agent for service of notices and demands in connection with the Notes.
    
 
Section 2.04. Paying Agent to Hold Money in Trust.
 
     The Company shall require each Paying Agent other than the Trustee to agree
in writing that  the Paying Agent  shall hold in  trust for the  benefit of  the
Holders  of the Notes or the Trustee all  money held by the Paying Agent for the
payment of  principal of,  and interest  on,  the Notes,  and shall  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) shall have no further liability for the
money delivered to the Trustee.  If the Company acts  as Paying Agent, it  shall
segregate
 
                                       8
 

<PAGE>
and  hold in a separate trust  fund for the benefit of  the Holders of the Notes
all money held by it as Paying Agent.
 
Section 2.05. Lists of Holders of the Notes.
 
     The  Trustee  shall  preserve  in  as  current  a  form  as  is  reasonably
practicable  the most recent list available to  it of the names and addresses of
Holders of the Notes 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
seven Business Days before each interest payment date and at such other times as
the Trustee may request in writing  a list in such form  and as of such date  as
the  Trustee may reasonably require of the names and addresses of Holders of the
Notes, including  the aggregate  principal  amount of  the  Notes held  by  each
thereof, and the Company shall otherwise comply with TIA SECTION 312(a).
 
Section 2.06. Transfer and Exchange.
 
     When  Notes are presented to  the Registrar with a  request to register the
transfer or to exchange  them for an  equal principal amount  of Notes of  other
denominations, the Registrar shall register the transfer or make the exchange if
its requirements for such transactions are met; provided, however, that any Note
presented  or surrendered for registration of transfer or exchange shall be duly
endorsed  or  accompanied  by  a   written  instruction  of  transfer  in   form
satisfactory  to  the Registrar  and  the Trustee  duly  executed by  the Holder
thereof or by his attorney duly  authorized in writing. To permit  registrations
of  transfer  and  exchanges, the  Company  shall  issue and  the  Trustee shall
authenticate Notes at  the Registrar's  request, subject  to such  rules as  the
Trustee may reasonably require.
 
     Neither  the  Company nor  the Registrar  shall be  required to  (i) issue,
register the transfer  of or  exchange Notes during  a period  beginning at  the
opening of business on a Business Day 15 days before the day of any selection of
Notes  for redemption  under Section  3.02 or (ii)  register the  transfer of or
exchange any Note so  selected for redemption  in whole or  in part, except  the
unredeemed portion of any Note being redeemed in part.
 
   
     No  service  charge  shall  be  made  to  any  Holder  of  a  Note  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  such  transfer tax  or  similar governmental  charge  payable upon
exchanges pursuant to Sections 2.10, 3.06 or 9.05 hereof, which shall be paid by
the Company).
    
 

     Prior to due  presentment for  registration of  transfer of  any Note,  the
Trustee,  any Agent and the Company may deem  and treat the Person in whose name
any Note is registered  as the absolute  owner of such Note  for the purpose  of
receiving  payment of principal of, and interest on, such Note and for all other
purposes whatsoever,  whether or  not  such Note  is  overdue, and  neither  the
Trustee,  any Agent nor the Company shall be affected by notice to the contrary.
The registered Holder of a Note shall be treated as its owner for all purposes.

 
Section 2.07. Replacement Notes.
 
     If any mutilated Note is surrendered to the Trustee, or the Company and the
Trustee receive evidence to their satisfaction of the destruction, loss or theft
of any Note, the Company shall issue and the Trustee, upon the written order  of
the  Company  signed  by  two  Officers of  the  Company,  shall  authenticate a
replacement Note if  the Trustee's  requirements for replacements  of Notes  are
met.  If  required by  the Trustee  or the  Company, an  indemnity bond  must be
supplied by the Holder that is sufficient in the judgment of the Trustee and the
Company to protect  the Company, the  Trustee, any Agent  or any  authenticating
agent  from any loss which any of them may suffer if a Note is replaced. Each of
the Company and the Trustee may charge for its expenses in replacing a Note.
 
     Every replacement Note is an additional obligation of the Company  entitled
to the benefits of this Indenture.
 
Section 2.08. Outstanding Notes.
 
     The  Notes outstanding at any  time are all the  Notes authenticated by the
Trustee except for those cancelled by it, those delivered to it for cancellation
and those described in this Section as not outstanding.
 
                                       9
 

<PAGE>
     If a Note  is replaced pursuant  to Section  2.07 hereof, it  ceases to  be
outstanding  unless  the  Trustee receives  proof  satisfactory to  it  that the
replaced Note is held by a bona fide purchaser.
 
     If the principal amount of any  Note is considered paid under Section  4.01
hereof, it ceases to be outstanding and interest on it ceases to accrue.
 
     Subject  to Section 2.09  hereof, a Note  does not cease  to be outstanding
because the Company, a Subsidiary of the Company or an Affiliate of the  Company
holds the Note.
 
Section 2.09. Treasury Notes.
 
     In  determining whether  the Holders  of the  required principal  amount of
Notes have concurred  in any direction,  waiver or consent,  Notes owned by  the
Company,  any Subsidiary of the Company or any Affiliate of the Company shall be
considered as though not  outstanding, except that  for purposes of  determining
whether  the Trustee shall be protected in relying on any such direction, waiver
or consent, only Notes which a Responsible Officer knows to be so owned shall be
so considered. Notwithstanding the foregoing, Notes  that are to be acquired  by
the  Company,  any Subsidiary  of the  Company  or an  Affiliate of  the Company
pursuant to an  exchange offer,  tender offer or  other agreement  shall not  be
deemed  to  be  owned by  the  Company, such  Subsidiary  of the  Company  or an
Affiliate of the Company until legal title to such Notes passes to the  Company,
such Subsidiary or Affiliate, as the case may be.
 
Section 2.10. Temporary Notes.
 
     Until  definitive Notes are ready for delivery, the Company may prepare and
the Trustee  shall  authenticate  temporary  Notes.  Temporary  Notes  shall  be
substantially  in the form of definitive Notes  but may have variations that the
Company and  the  Trustee  consider appropriate  for  temporary  Notes.  Without
unreasonable  delay, the Company shall prepare  and the Trustee, upon receipt of
the written order of the  Company signed by two  Officers of the Company,  shall
authenticate  definitive  Notes  in  exchange for  temporary  Notes.  Until such
exchange, temporary Notes  shall be entitled  to the same  rights, benefits  and
privileges as definitive Notes.
 
Section 2.11. Cancellation.
 
     The  Company at any time may deliver Notes to the Trustee for cancellation.
The  Registrar  and  Paying  Agent  shall  forward  to  the  Trustee  any  Notes
surrendered  to  them for  registration of  transfer,  exchange or  payment. The
Trustee shall  cancel  all  Notes  surrendered  for  registration  of  transfer,
exchange, payment, replacement or cancellation and shall destroy cancelled Notes
(subject  to the record  retention requirement of the  Exchange Act), unless the
Company directs them to be returned to  it. The Company may not issue new  Notes
to replace Notes that it has redeemed or paid or that have been delivered to the
Trustee  for  cancellation. All  cancelled Notes  held by  the Trustee  shall be
destroyed and  certification  of their  destruction  delivered to  the  Company,
unless the Company shall direct them to be returned to it.
 
Section 2.12. Defaulted Interest.
 
   
     If  the Company fails to make a payment  of interest on the Notes, it shall
pay such interest thereafter in any lawful  manner . The Company may (but  shall
not  be obligated to) set  a subsequent special record  date with respect to the
payment of such  interest and  the interest  payable on  it, in  which case  the
Company  shall fix the  special record date  and payment date.  At least 15 days
before the special record  date, the Company  shall mail to  Holders of Notes  a
notice  that states the  special record date,  payment date, and  amount of such
interest to be paid.
    
 
Section 2.13. CUSIP Number.
 
     The Company in issuing the Notes may  use a 'CUSIP' number and, if it  does
so,  the Trustee shall use the CUSIP number in notices of redemption or exchange
as a convenience to  Holders; provided that  any such notice  may state that  no
representation  is made as  to the correctness  or accuracy of  the CUSIP number
printed in the notice or  on the Notes and that  reliance may be placed only  on
the other identification numbers printed on the Notes. The Company will promptly
notify the Trustee of any change in the CUSIP number.
 
                                   ARTICLE 3
                                   REDEMPTION
 
                                       10
 

<PAGE>
Section 3.01. Notices to Trustee.
 
     If  the Company elects to redeem  Notes pursuant to the optional redemption
provisions of Section 3.07 hereof, it shall furnish to the Trustee, at least  45
days but not more than 60 days before a redemption date (unless a shorter notice
period  shall be satisfactory to the  Trustee), an Officers' Certificate setting
forth (i) the Section of this  Indenture pursuant to which the redemption  shall
occur,  (ii) the  redemption date,  (iii) the  principal amount  of Notes  to be
redeemed and (iv) the redemption price.
 
     The Company may at any time, or from time to time, purchase Notes from  the
Holders  of Notes  or in  market transactions  and such  purchases shall  not be
considered redemptions for the purposes hereof  if the action of the sellers  is
volitional and not compelled.
 
Section 3.02. Selection of Notes to Be Redeemed.
 
   
     If  less than all of the Notes are to be redeemed, the Trustee shall select
the Notes to be redeemed among the Holders of the Notes on a pro rata basis,  by
lot  or  in accordance  with any  other  method the  Trustee considers  fair and
appropriate (and in  such manner  as complies  with applicable  legal and  stock
exchange  requirements, if any), provided that no  Notes of $1,000 or less shall
be redeemed in part. In the event  of partial redemption by lot, the  particular
Notes  to be redeemed  shall be selected, unless  otherwise provided herein, not
less than 30 nor more than 60 days  prior to the redemption date by the  Trustee
from the outstanding Notes not previously called for redemption.
    
 
   
     Trustee  shall promptly notify the Company in writing of the Notes selected
for redemption and, in the case of any Note selected for partial redemption, the
principal amount thereof  to be redeemed.  Notes and portions  of them  selected
shall  be in amounts of $1,000 or whole  multiples of $1,000; except that if all
of the Notes of a  Holder are to be redeemed,  the entire outstanding amount  of
Notes  held by such Holder, even if not a multiple of $1,000, shall be redeemed.
Except as provided in the preceding sentence, provisions of this Indenture  that
apply  to Notes called for redemption also apply to portions of Notes called for
redemption.
    
 
Section 3.03. Notice of Redemption.
 
     At least 30 days but  not more than 60 days  before a redemption date,  the
Company  shall mail  or cause  to be mailed,  by first  class mail,  a notice of
redemption to  each Holder  whose Notes  are to  be redeemed  at its  registered
address.
 
     The notice shall identify the Notes to be redeemed and shall state:
 
          (a) the redemption date;
 
          (b) the redemption price;
 
          (c)  if  any  Note is  being  redeemed  in part,  the  portion  of the
     principal amount of such Note to be redeemed and that, after the redemption
     date upon surrender of such Note, a  new Note or Notes in principal  amount
     equal to the unredeemed portion shall be issued;
 
          (d) the name and address of the Paying Agent;
 
          (e) that Notes called for redemption must be surrendered to the Paying
     Agent to collect the redemption price;
 
          (f)  that,  unless  the  Company defaults  in  making  such redemption
     payment, interest on Notes  called for redemption ceases  to accrue on  and
     after the redemption date;
 
          (g)  the  paragraph  of the  Notes  and/or Section  of  this Indenture
     pursuant to which the Notes called for redemption are being redeemed; and
 
          (h) that no representation is made  as to the correctness or  accuracy
     of the CUSIP number, if any, listed in such notice or printed on the Notes.
 
     At  the Company's request, the Trustee  shall give the notice of redemption
in the Company's name  and at its expense;  provided, however, that the  Company
shall  have delivered to the  Trustee, at least 45  days prior to the redemption
date, an Officers' Certificate requesting that the Trustee give such notice  and
setting  forth the information  to be stated  in such notice  as provided in the
preceding paragraph.
 
Section 3.04. Effect of Notice of Redemption.
 
                                       11
 

<PAGE>
     Once notice of redemption is mailed in accordance with Section 3.03 hereof,
Notes called for redemption become due and payable on the redemption date at the
redemption price.
 
Section 3.05. Deposit of Redemption Price.
 
   
     Except as provided  in the next  paragraph, one Business  Day prior to  the
redemption  date, the Company shall deposit with  the Trustee or with the Paying
Agent money sufficient  to pay the  redemption price of  and accrued and  unpaid
interest  on all Notes  to be redeemed on  that date. The  Trustee or the Paying
Agent shall promptly return to the Company any money deposited with the  Trustee
or the Paying Agent by the Company in excess of the amounts necessary to pay the
redemption  price  of, and  accrued  and unpaid  interest  on, all  Notes  to be
redeemed.
    
 
   
     In the event of a  sale or other disposition by  the Company or any of  its
Subsidiaries,  as the case may be, of the Pledged CooperSurgical Securities, the
Substituted Joint Venture Interests or all or substantially all of the assets of
CooperSurgical pursuant to Section  11.03(a)(ii)(A) hereof, or  a pledge by  the
Company  of  the  Pledged  CooperSurgical Securities  or  the  Substituted Joint
Venture Interests  or the  incurrence  by the  Company  or its  Subsidiaries  of
Indebtedness secured by all or substantially all of the assets of CooperSurgical
pursuant to Section 11.03(a)(iii)(A) hereof, on or prior to the date of the sale
or  other disposition or pledge or incurrence of Indebtedness, the Company shall
deposit with the Trustee or with the Paying Agent an amount equal to the greater
of $5,000,000  or  one-third  of  the  Net  Proceeds  from  the  sale  or  other
disposition,  in  the  case  of  a sale  or  other  disposition  of  the Pledged
CooperSurgical Securities,the  Substituted Joint  Venture  Interests or  all  or
substantially   all  of  the  assets   of  CooperSurgical  pursuant  to  Section
11.03(a)(ii)(A) hereof, or $5,000,000,  in the case of  a pledge of the  Pledged
CooperSurgical  Securities  or the  Substituted Joint  Venture Interests  or the
incurrence by the Company or its Subsidiaries of Indebtedness secured by all  or
substantially   all  of  the  assets   of  CooperSurgical  pursuant  to  Section
11.03(a)(iii)(A) hereof, in each  case minus the  aggregate principal amount  of
Notes  previously  or  concurrently purchased  or  redeemed by  the  Company and
delivered to the Trustee for cancellation. The Trustee or the Paying Agent shall
segregate and hold in a separate account (the 'Note Purchase Account') any money
so deposited and  invest such  money at  the direction  of the  Company in  Cash
Equivalents.  The Trustee or the Paying Agent shall from time to time during the
Purchase Period release money from the Note Purchase Account to the Company upon
delivery by the  Company to  the Trustee  or the  Paying Agent  of an  Officers'
Certificate certifying that such money will be used to purchase Notes in market,
privately  negotiated or other transactions contemplated by Section 3.08 hereof.
The Company shall make  an appropriate public announcement  prior to making  any
such  purchases. Any money remaining in the  Note Purchase Account at the end of
the Purchase Period,  including earnings  on the investments  thereof, shall  be
used  by the Trustee to redeem Notes  on the redemption date in accordance with,
but only to the extent required under, Section 3.08 hereof, after giving  effect
to all purchases and redemptions of Notes through the expiration of the Purchase
Period.  One Business Day prior to the  redemption date pursuant to Section 3.08
hereof, the  Company,  to the  extent  of any  shortfall  in the  Note  Purchase
Account,  shall  deposit  with  the  Trustee  or  with  the  Paying  Agent money
sufficient to pay the redemption price of and accrued and unpaid interest on all
Notes to be redeemed on  that date. The Trustee  or Paying Agent shall  promptly
return  to the Company any money deposited  with the Trustee or the Paying Agent
by the Company,  including earnings,  if any, on  such investments  made by  the
Trustee  or the  Paying Agent,  in excess  of the  amounts necessary  to pay the
redemption price  of,  and accrued  and  unpaid interest  on,  all Notes  to  be
redeemed pursuant to Section 3.08 hereof.
    
 
   
     On  and after the  redemption date, interest  shall cease to  accrue on the
Notes or the portions of Notes called  for redemption. If a Note is redeemed  on
or after an interest record date but on or prior to the related interest payment
date,  then any accrued and unpaid interest shall be paid to the Person in whose
name such Note was registered at the  close of business on such record date.  If
any  Note  called  for  redemption  shall not  be  so  paid  upon  surrender for
redemption because of the failure  of the Company to  comply with either of  the
preceding  two paragraphs, interest shall be  paid on the unpaid principal, from
the redemption date until such  principal is paid, and  to the extent lawful  on
any  interest  not paid  on  such unpaid  principal, in  each  case at  the rate
provided in the Notes and in Section 4.01 hereof.
    
 
Section 3.06. Notes Redeemed in Part.
 
                                       12
 

<PAGE>
     Upon surrender of a Note that is redeemed in part, the Company shall  issue
and  the Trustee shall authenticate for the Holder of the Note at the expense of
the Company a new Note  equal in principal amount  to the unredeemed portion  of
the Note surrendered.
 
Section 3.07. Optional Redemption.
 
   
     The  Company shall  have the option  to redeem  the Notes, at  any time, in
whole or in  part, upon  not less  than 30  nor more  than 60  days' notice  (as
provided  in  Section  3.03), at  a  redemption  price equal  to  100%  of their
principal amount, plus  accrued and  unpaid interest thereon  to the  applicable
redemption date.
    
 
Section 3.08. Mandatory Redemption.
 
   
     Except  as expressly provided in this  Section 3.08, the Company shall have
no obligation  to effect  any mandatory  redemptions or  make any  sinking  fund
payments , including, but not limited to, upon the occurrence of any transaction
pursuant  to (a) Section 11.03(a)(i), 11.03(a)(ii)(B) or 11.03(a)(iii)(B) or (b)
any other Section of this Indenture.
    
 
   
     After  the  expiration  of  the  90-day  period  (the  'Purchase   Period')
commencing  on the date of the closing of (x) a sale or other disposition by the
Company or  any  of  its Subsidiaries,  as  the  case may  be,  of  the  Pledged
CooperSurgical  Securities, the  Substituted Joint  Venture Interests  or all or
substantially  all  of  the  assets   of  CooperSurgical  pursuant  to   Section
11.03(a)(ii)(A)   hereof  or  (y)  a  pledge  by  the  Company  of  the  Pledged
CooperSurgical Securities  or the  Substituted Joint  Venture Interests  or  the
incurrence  by the Company or its Subsidiaries of Indebtedness secured by all or
substantially  all  of  the  assets   of  CooperSurgical  pursuant  to   Section
11.03(a)(iii)(A)  hereof,  the  Company  shall  redeem  Notes  in  an  aggregate
principal amount equal to (a) the greater of $5,000,000 or one-third of the  Net
Proceeds  from the  sale or other  disposition, in the  case of a  sale or other
disposition of  the Pledged  CooperSurgical  Securities, the  Substituted  Joint
Venture  Interests or all  or substantially all of  the assets of CooperSurgical
pursuant to Section 11.03(a)(ii)(A) hereof, or (b) $5,000,000, in the case of  a
pledge of the Pledged CooperSurgical Securities or the Substituted Joint Venture
Interests  or the incurrence by the  Company or its Subsidiaries of Indebtedness
secured by all or substantially all of the assets of CooperSurgical pursuant  to
Section  11.03(a)(iii)(A)  hereof, in  each case  minus the  aggregate principal
amount of Notes  purchased or  redeemed by  the Company  from the  date of  this
Indenture  through the  expiration of the  Purchase Period and  delivered to the
Trustee for cancellation (which  delivery for cancellation may  occur for up  to
ten  Business Days after the expiration  of the Purchase Period). The redemption
price of the Notes, if any, to  be redeemed pursuant to this Section 3.08  shall
equal  100% of their principal amount,  plus accrued and unpaid interest thereon
to the  applicable  redemption date.  During  the Purchase  Period,  subject  to
complying  with applicable disclosure requirements and,  in any event, making an
appropriate public announcement prior to making any such purchases, the  Company
shall  be permitted to use  funds held in the  Note Purchase Account pursuant to
the second  paragraph  of Section  3.05  hereof  to purchase  Notes  in  market,
privately negotiated or other transactions and the principal amount of any Notes
so  purchased shall be applied as a credit in satisfaction of all or any part of
the mandatory redemption required to be made pursuant to this Section 3.08. Upon
the expiration of the Purchase Period, the Company shall furnish to the  Trustee
an  Officers'  Certificate  setting  forth (v)  the  Section  of  this Indenture
pursuant to which  the redemption shall  occur, (w) the  redemption date  (which
date shall be at least 45 days but not more than 60 days after the expiration of
the Purchase Period), (x) the aggregate principal amount of Notes to be credited
against  the Company's obligation to redeem Notes pursuant to this Section 3.08,
(y) the  aggregate  principal  amount  of  Notes to  be  redeemed  and  (z)  the
redemption price.
    
 
   
     Mandatory  redemptions  pursuant  to this  Section  3.08 shall  be  made in
accordance with the provisions of Sections 3.02 through 3.06 of this Indenture.
    
 
                                   ARTICLE 4
                                   COVENANTS
 
Section 4.01. Payment of Notes.
 
     The Company shall pay  the principal of  and interest on  the Notes on  the
dates  and in the manner provided in  the Notes. Principal and interest shall be
considered paid on the  date due if  the Paying Agent holds  on that date  money
designated for and sufficient to pay all principal and interest then due.
 
                                       13
 

<PAGE>
     The  Company shall pay interest  on overdue principal at  the rate borne by
the Notes; it shall pay interest on overdue installments of interest at the same
rate to the extent lawful.
 
Section 4.02. SEC Reports, Financial Reports.
 
     The Company shall:
 
   
     (a) file with the Trustee  and mail to each of  the Holders within 15  days
after  the required filing date 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 Section 15(d)
of the Exchange  Act; or if  the Company  is not required  to file  information,
documents  or reports pursuant to either of such sections, then to file with the
Trustee and the SEC,  and mail to each  of the Holders within  15 days after  it
would have been required to file such with the SEC, in accordance with rules and
regulations  prescribed  by  the SEC,  such  of the  supplementary  and periodic
information, documents, and reports which may be required pursuant to Section 13
of the  Exchange Act,  in  respect of  a security  listed  and registered  on  a
national securities exchange as may be prescribed by such rules and regulations;
    
 
     (b)  file with the  Trustee and the  SEC, in accordance  with the rules and
regulations prescribed by  the SEC, such  additional information, documents  and
reports  with  respect to  compliance  by the  Company  with the  conditions and
covenants provided for in this Indenture, as  may be required by such rules  and
regulations, including, in the case of annual reports, if required by such rules
and  regulations, certificates  or opinions  of independent  public accountants,
conforming to the requirements of subsection (e)  of Section 314 of the TIA,  as
to  compliance with conditions or covenants, compliance with which is subject to
verification by  accountants,  but  no  such certificate  or  opinion  shall  be
required as to any matter specified in clauses (A), (B), or (C) of paragraph (3)
of subsection (c) of Section 314 of the TIA;
 
   
     (c)  transmit to the Holders of the Notes,  in the manner and to the extent
provided in subsection  (c) of Section  313 of  the TIA, such  summaries of  any
information, documents, and reports required to be filed by the Company pursuant
to  paragraph (a) or  (b) of this Section  4.02 as may be  required by rules and
regulations prescribed by the SEC; and
    
 
     (d) comply with the other provisions of Section 314(a) of the TIA.
 
Section 4.03. Compliance Certificate.
 
   
     The Company shall deliver to the Trustee,  within 90 days after the end  of
each  fiscal year  of the  Company ending  after the  date hereof,  an Officers'
Certificate ,  stating whether  or not  to  the best  knowledge of  the  signers
thereof  the Company is in  default in the performance  and observance of any of
the terms, provisions and  conditions of this Indenture  (without regard to  any
period  of grace or requirement of  notice provided hereunder) or the Collateral
Documents and, if the Company shall be in default, specifying all such  defaults
and the nature and status thereof of which they may have knowledge.
    
 
   
     The  Company shall, so long as any of the Notes are outstanding, deliver to
the Trustee forthwith upon becoming aware  of (i) any Default, event of  Default
or  default in the performance of any covenant, agreement or condition contained
in this Indenture or the Collateral Documents or (ii) any event of default under
any other mortgage,  indenture or  instrument as that  term is  used in  Section
6.01(4),  an Officers' Certificate specifying such  Default, event of Default or
default.
    
 
Section 4.04. Taxes.
 
     The Company shall, and  shall cause each of  its material Subsidiaries  to,
pay  prior to delinquency all taxes, assessments and governmental levies, except
as contested in good faith and by appropriate proceedings.
 
Section 4.05. Stay, Extension and Usury Laws.
 
     The Company covenants (to the  extent that it may  lawfully do so) that  it
shall  not at any time insist upon, plead,  or in any manner whatsoever claim or
take the benefit  or advantage  of, any stay,  extension or  usury law  wherever
enacted,  now or at any time hereafter  in force, which may affect the covenants
 
                                       14
 

<PAGE>
   
under or the performance of  this Indenture; and the  Company (to the extent  it
may lawfully do so) hereby expressly waives all benefit or advantage of any such
law,  and covenants that it shall not, by  resort to any such law, hinder, delay
or impede the execution of  any power herein granted  to the Trustee, but  shall
suffer  and permit the execution  of every such power as  though no such law has
been enacted.
    
 
Section 4.06. Limitation on Restricted Payments.
 
   
     The Company shall  not, and shall  not permit any  of its Subsidiaries  to,
directly or indirectly: (i) declare or pay any dividend or make any distribution
on  account of the Company's or any of its Subsidiaries' Equity Interests (other
than (A)  dividends or  distributions payable  in Equity  Interests (other  than
Disqualified  Stock) issued  by the  Company or  (B) dividends  or distributions
payable to the Company or any Subsidiary of the Company); (ii) purchase,  redeem
or  otherwise acquire  or retire  for value any  Equity Interests  issued by the
Company (other than any such Equity Interests owned by a Wholly Owned Subsidiary
of the  Company); (iii)  voluntarily purchase,  redeem or  otherwise acquire  or
retire for value any Indebtedness that is pari passu with or subordinated to the
Notes,   except  in  accordance  with  the  mandatory  redemption  or  repayment
provisions set forth in the original documentation governing such  Indebtedness;
or  (iv)  make  any  Investment (other  than  Permitted  Investments)  (all such
payments and other  actions set forth  in clauses (i)  through (iv) above  being
collectively  referred to as 'Restricted Payments'), unless, at the time of such
Restricted Payment:
    
 
          (A) no Default  or Event of  Default under this  Indenture shall  have
     occurred and be continuing or would occur as a consequence thereof; and
 
   
          (B) the Cash Flow Coverage Ratio of the Company for the Company's most
     recently  ended  four full  fiscal  quarters for  which  internal financial
     statements are  available  immediately preceding  the  date on  which  such
     Restricted  Payment is  made, calculated  on a pro  forma basis  as if such
     Restricted Payment  had been  made at  the beginning  of such  four-quarter
     period, would have been at least 1.5 to 1; and
    
 
   
          (C)  such Restricted Payment, together with the aggregate of all other
     Restricted Payments made by the Company and its Subsidiaries after the date
     of this Indenture, is less than the sum of (A) 50% of the Consolidated  Net
     Income  of the Company for the period (taken as one accounting period) from
     the first day of the first full fiscal quarter beginning after the date  of
     this  Indenture  to the  end of  the Company's  most recently  ended fiscal
     quarter for which internal financial  statements are available at the  time
     of  such Restricted Payment  (or, if such Consolidated  Net Income for such
     period is a  deficit, minus 100%  of such  deficit), plus (B)  100% of  the
     aggregate  net cash proceeds received by  the Company, or the aggregate net
     cash proceeds received by  a Subsidiary of the  Company to the extent  such
     cash  proceeds are actually  distributed by such  Subsidiary to the Company
     without any  repayment  obligation,  from  the  issue  or  sale  of  Equity
     Interests  of  the Company  or any  Subsidiary of  the Company  (other than
     Equity Interests sold  to the Company  or a Subsidiary  of the Company  and
     other than Disqualified Stock) since the date of this Indenture.
    
 
   
     Within  thirty days of making any  Restricted Payment permitted pursuant to
(A), (B) and (C) above,  the Company shall deliver  to the Trustee an  Officers'
Certificate stating that such Restricted Payment is permitted.
    
 
   
     Notwithstanding   the  foregoing  or  anything  to  the  contrary  in  this
Indenture, the provisions of this Indenture  shall not prohibit (1) the  payment
of any dividend within 60 days after the date of declaration thereof, if at said
date of declaration such payment would have complied with the provisions of this
Indenture;  (2) the redemption,  repurchase, retirement or  other acquisition of
any Equity  Interests issued  by the  Company in  exchange for,  or out  of  the
proceeds  of, the substantially  concurrent sale (other than  to a Subsidiary of
the  Company)  of  other  Equity  Interests  of  the  Company  (other  than  any
Disqualified  Stock) or  the redemption  of Rights  to purchase  Series A Junior
Participating Preferred Stock of  the Company pursuant to  their terms; (3)  the
repurchase,  redemption  or other  acquisition or  retirement  for value  of any
Equity Interests issued  by the  Company pursuant  to the  Company's 1982  Stock
Option  Plan,  1985 Stock  Option Plan,  1988  Long Term  Incentive Plan  , 1990
Non-Employee Directors  Restricted  Stock Plan  ,  401(k) Plan  (formerly  Stock
Purchase  Savings  Plan)  or  Turn  Around  Incentive  Plan,  provided  that the
aggregate  redemptions,   repurchases,   retirements   or   other   acquisitions
    
 
                                       15
 

<PAGE>
   
made  pursuant to this clause (3) do not  exceed (a) the product of (x) $100,000
and (y)  the number  of fiscal  years  of the  Company since  the date  of  this
Indenture  (provided that any portion  of a fiscal year  of the Company shall be
counted as a full fiscal  year for purposes of this  clause (3)), minus (b)  the
amount paid by the Company and its Subsidiaries since the date of this Indenture
for  Restricted  Payments  pursuant to  this  clause  (3); (4)  any  dividend or
distribution payable in Equity Interests issued  by a Subsidiary of the  Company
(other than Equity Interests issued by HGA or any of its Subsidiaries or, unless
and  until the Pledged CooperSurgical Securities  are released from the security
interest  created  by  the  Pledge  Agreement,  CooperSurgical  or  any  of  its
Subsidiaries);  provided,  however, that,  as of  the date  of each  dividend or
distribution paid pursuant to  this clause (4), the  aggregate amount of  Equity
Interests  of each  Subsidiary of  the Company  being paid  in such  dividend or
distribution, when added to the aggregate amount of all Equity Interests of such
Subsidiary previously paid in all  dividends and distributions pursuant to  this
clause  (4)  since the  date  of this  Indenture, shall  not  exceed 20%  of the
outstanding Equity Interests of  such Subsidiary; (5) any  pro rata dividend  or
distribution   made  by  a  Subsidiary  of  the  Company  to  such  Subsidiary's
shareholders; (6)  the payment  of  cash dividends  on  the Company's  Series  B
Preferred  Stock; (7)  purchases of  the Company's  Common Stock  from record or
beneficial holders thereof who, the Company reasonably believes, hold of  record
or  beneficially less than 1,000 shares thereof, purchases or redemptions of Old
Debentures from record or beneficial holders thereof who, the Company reasonably
believes, hold  of record  or beneficially  less than  $10,000 principal  amount
thereof  or  purchases  of  fractional shares  of  the  Company's  Common Stock,
provided that the aggregate consideration paid in all purchases and  redemptions
pursuant  to this clause (7) shall not exceed (a) the product of (x) $50,000 and
(y) the number of fiscal years of the Company since the date of this Indenture (
provided that any portion of a fiscal year of the Company shall be counted as  a
full  fiscal year for purposes of this clause (7)), minus (b) the amount paid by
the Company and its Subsidiaries since the date of this Indenture for Restricted
Payments pursuant to this clause (7); and (8) the purchase, redemption or  other
acquisition  or retirement of Old Debentures; provided, however, that (a) no Old
Debentures shall  be  purchased,  redeemed  or  otherwise  acquired  or  retired
pursuant  to this  clause (8) until  the first  anniversary of the  date of this
Indenture, (b)  from  and  after the  first  anniversary  of the  date  of  this
Indenture,  the aggregate  consideration that the  Company may  pay to purchase,
redeem or otherwise acquire or retire Old Debentures from time to time  pursuant
to  this clause  (8) shall not  at any  time exceed an  amount equal  to (i) the
product of (x)  $1,000,000 and (y)  the number  of fiscal years  of the  Company
since  the first anniversary  of the date  of this Indenture  (provided that any
portion of a fiscal year of the Company since the first anniversary of the  date
of  this Indenture shall be  counted as a full fiscal  year for purposes of this
clause (8)), minus  (ii) the  amount paid by  the Company  and its  Subsidiaries
since the first anniversary of the date of this Indenture to purchase, redeem or
otherwise  acquire or retire Old Debentures pursuant to this clause (8); and (c)
if the HGA Consolidated Cash Flow Test set forth in Section 11.04(a) hereof  has
been satisfied, the limitations set forth in clause (b) of this clause (8) shall
cease  and there shall be no restriction  upon the amount of Old Debentures that
the Company and its  Subsidiaries may purchase, redeem  or otherwise acquire  or
retire.  Each  of  the  foregoing clauses  (1)-(8)  sets  forth  an independent,
separate and distinct exception to the covenant set forth in the first paragraph
of this Section, and Restricted  Payments that may be  made pursuant to each  of
such  clauses  are in  addition  to any  Restricted  Payments that  may  be made
pursuant to any other clause. Limitations set  forth in any one of such  clauses
(1)-(8)  or in the definitions used therein shall not be applicable to any other
such clauses or any other such definition.
    
 
Section 4.07. Limitation On Indebtedness
 
   
     The Company shall not, and shall not permit any of its Subsidiaries  (other
than  HGA or any of its Subsidiaries) to, directly or indirectly, create, incur,
issue, assume, guaranty or otherwise  become directly or indirectly liable  with
respect  to (collectively, 'incur') any  Indebtedness (including Acquired Debt),
unless the Cash Flow Coverage Ratio  for the Company's most recently ended  four
full  fiscal  quarters for  which  internal financial  statements  are available
immediately preceding the date on which such additional Indebtedness is incurred
would have been at least 1.0 to 1, determined on a pro forma basis (including  a
pro  forma  application of  the net  proceeds  therefrom and  including, without
limitation, the  earnings of  any  business acquired  by  the Company  with  the
proceeds  therefrom), as if the additional Indebtedness had been incurred at the
beginning of such four-quarter period.
    
 
                                       16
 

<PAGE>
   
     The foregoing  limitation shall  not  prohibit: (a)  the existence  of  the
Existing  Indebtedness; (b) if all or any portion of the principal amount of any
Existing Indebtedness is repaid, from time to time on or after the date of  this
Indenture, the incurrence by the Company and its Subsidiaries of Indebtedness in
an  amount not  to exceed  at any one  time outstanding  the aggregate principal
amount so repaid; (c) the incurrence by  the Company of any Indebtedness to  any
of  its Subsidiaries or the  incurrence by any Subsidiary  of the Company of any
Indebtedness to the Company or any Subsidiary of the Company; (d) the incurrence
of Indebtedness (including Acquired  Debt) by any Subsidiary  of the Company  if
such  Subsidiary, together with its consolidated  Subsidiaries, would have had a
Cash Flow Coverage  Ratio for such  Subsidiary's most recently  ended four  full
fiscal   quarters  for   which  internal  financial   statements  are  available
immediately preceding the date  on which such Indebtedness  is incurred by  such
Subsidiary  of at least 1.0  to 1, determined on a  pro forma basis (including a
pro forma  application of  the  net proceeds  therefrom and  including,  without
limitation,  the  earnings of  any  business acquired  by  the Company  with the
proceeds therefrom), as if such additional Indebtedness had been incurred at the
beginning of such four-quarter period; (e) the incurrence by the Company and its
Subsidiaries of additional Indebtedness in  an amount not to exceed  $50,000,000
at  any one time  outstanding; (f) the incurrence  by the Company  or any of its
Subsidiaries of Indebtedness issued  in exchange for, or  the proceeds of  which
are  used to extend, refinance, renew, replace or refund , Indebtedness referred
to in clauses (a) through  (e) above; or (g) the  incurrence by the Company  and
its  Subsidiaries of Purchase Money Indebtedness.  Each of the foregoing clauses
(a) through (g) sets  forth an independent, separate  and distinct exception  to
the  covenant set forth in the first paragraph of this Section, and Indebtedness
that may be  incurred pursuant to  each of such  clauses is in  addition to  any
Indebtedness  that may be incurred pursuant to any other clause. Limitations set
forth in any  one of such  clauses (a) through  (g) or in  the definitions  used
therein  shall not  be applicable to  any other  such clauses or  any other such
definitions. The Indebtedness permitted to be incurred pursuant to the foregoing
clauses (a)  through (g)  may be  incurred from  time to  time pursuant  to  one
agreement  or  several  agreements  with  one  lender  or  several  lenders. The
exceptions contained  in the  foregoing clauses  (a) through  (g) shall  not  be
applicable  to the prohibition set forth  in the following paragraph against the
incurrence of Indebtedness by HGA and its Subsidiaries, the exceptions to  which
are set forth in such paragraph.
    
 
   
     The  Company  shall  not  permit  HGA and  its  Subsidiaries  to  incur any
Indebtedness other  than  (a)  Existing  Indebtedness  of  HGA  or  any  of  its
Subsidiaries;  (b) Indebtedness to the Company or any Subsidiary of the Company;
(c)  Purchase  Money  Indebtedness;  (d)   Acquired  Debt  and  any   extension,
refinancing,  renewal, replacement or refunding  of such Acquired Debt, provided
that there  is  no recourse,  in  connection with  such  Acquired Debt  or  such
extension,  refinancing, renewal, replacement or refunding, to HGA or any of its
Subsidiaries in existence on the  date of this Indenture  or to any Property  of
HGA  or any such Subsidiaries  other than recourse (i)  to any Subsidiary of HGA
formed in connection with the acquisition in which the Acquired Debt is incurred
(so long as the aggregate fair market  value as determined in good faith by  the
Board  of Directors of Property contributed to  such Subsidiary by HGA or any of
its Subsidiaries  existing  on  the  date of  this  Indenture  does  not  exceed
$100,000),  (ii) to the Property  of any Subsidiary described  in clause (i) and
(iii) to  any acquired  entity or  the  Property of  such acquired  entity;  (e)
Indebtedness  issued  in exchange  for, or  the  proceeds of  which are  used to
extend, refinance, renew, replace  or refund, the  Existing Indebtedness of  HGA
and its Subsidiaries; provided that (i) any Indebtedness issued in exchange for,
or  the  proceeds of  which are  used  to extend,  refinance, renew,  replace or
refund, the Foothill  Indebtedness shall  not exceed  the outstanding  principal
amount  of  the  Foothill  Indebtedness  as  of  the  date  of  such  extension,
refinancing, renewal, replacement or refunding  and, if the principal amount  of
Indebtedness  incurred  to  extend,  refinance,  renew,  replace  or  refund the
Foothill Indebtedness  exceeds $8,666,667,  such excess  principal amount  shall
amortize,  between the date of such extension, refinancing, renewal, replacement
or refunding and August  1, 1997, in at  least the same amounts  as, and by  the
same dates as, provided in the agreements and instruments governing the Foothill
Indebtedness;  and (ii) any Indebtedness issued in exchange for, or the proceeds
of which  are  used to  extend,  refinance, renew,  replace  or refund  the  IRB
Indebtedness  shall  not  exceed the  outstanding  principal amount  of  the IRB
Indebtedness as of the date of such extension, refinancing, renewal, replacement
or refunding and shall amortize in at least the same amounts as, and by the same
dates  as,  provided  in  the  agreements  and  instruments  governing  the  IRB
Indebtedness;  provided,  further, that  with respect  to  clause (ii),  if such
extension, refinancing, renewal,
    
 
                                       17
 

<PAGE>
   
replacement or refunding occurs after  the date on which  the holder of the  IRB
Indebtedness  has given  notice that it  will require a  mandatory redemption or
mandatory prepayment pursuant  to the  terms of the  agreements and  instruments
governing  the IRB Indebtedness, an amount equal  to the principal amount of the
IRB Indebtedness required  to be paid  at the time  of redemption or  prepayment
pursuant  to  such  notice may  be  extended, refinanced,  renewed,  replaced or
refunded without any restriction as to amortization; (f) any Indebtedness issued
in exchange for, or the proceeds of which are used to extend, refinance,  renew,
replace  or refund, Indebtedness incurred pursuant to clause (e) above, provided
that the aggregate amount thereof does not exceed $8,666,667 or,  alternatively,
$8,666,667  plus  any  amount  of  the  IRB  Indebtedness  extended, refinanced,
renewed, replaced  or  refunded, without  any  restriction as  to  amortization,
pursuant  to clause  (e) above; and  (g) Indebtedness  (including Acquired Debt)
incurred by HGA or any Subsidiary of  HGA if (i) the HGA Consolidated Cash  Flow
Test set forth in Section 11.04(a) has been satisfied on or prior to the date of
such incurrence, (ii) HGA has a Cash Flow Coverage Ratio for HGA's most recently
ended  three full  fiscal quarters for  which internal  financial statements are
available immediately preceding the date of  such incurrence of at least 2.0  to
1;  (iii) at the date of each incurrence of Indebtedness pursuant to this clause
(g), the aggregate  principal amount  of all Indebtedness  incurred pursuant  to
this  clause (g)  and still outstanding  (including the  Indebtedness then being
incurred pursuant to this clause (g)) does not exceed 50% of the amount by which
(x) the amount of HGA's Tangible Assets (excluding cash, to the extent  included
in  Tangible Assets) at the end of the Company's most recently ended full fiscal
quarter for  which  internal  financial  statements  are  available  immediately
preceding  such date exceeds (y) the  amount of HGA's Tangible Assets (excluding
cash, to the extent included in Tangible  Assets) at October 31, 1993; and  (iv)
the  aggregate principal amount of Indebtedness incurred pursuant to this clause
(g) does  not  exceed $15,000,000  at  any one  time  outstanding. Each  of  the
foregoing  clauses  (a)  through (g)  sets  forth an  independent,  separate and
distinct exception to the prohibition set forth at the outset of this  paragraph
against  the  incurrence  of  Indebtedness  by  HGA  and  its  Subsidiaries, and
Indebtedness that  may  be incurred  pursuant  to each  of  such clauses  is  in
addition  to any Indebtedness that may be incurred pursuant to any other clause.
Limitations set forth  in any  one of  such clauses (a)  through (g)  or in  the
definitions  used therein shall not  be applicable to any  other such clauses or
any other such definitions. The  Indebtedness permitted to be incurred  pursuant
to  the foregoing  clauses (a)  through (g)  may be  incurred from  time to time
pursuant to  one agreement  or several  agreements with  one lender  or  several
lenders.
    
 
Section 4.08. Maintenance of Properties.
 
   
     The  Company shall, and  shall cause each of  its material Subsidiaries to,
maintain its properties and assets in good working order and condition and  make
all  necessary  repairs,  renewals,  replacements,  additions,  betterments  and
improvements thereto, except to the extent that failure to make any such repair,
renewal, replacement,  addition,  betterment or  improvement  would not  have  a
material  adverse impact upon  the business of the  Company and its Subsidiaries
taken as a whole.
    
 
     The Company shall, and  shall cause each of  its material Subsidiaries  to,
maintain  with financially sound and reputable insurers such insurance as may be
required by  law and  such other  insurance,  to such  extent and  against  such
hazards  and  liabilities as  is customarily  maintained by  companies similarly
situated, except to the extent that failure to maintain such insurance would not
have a  material  adverse  impact upon  the  business  of the  Company  and  its
Subsidiaries taken as a whole.
 
   
     The  Company shall, and  shall cause each of  its material Subsidiaries to,
keep true books of records and accounts  in which full and correct entries  will
be  made of  all its  business transactions,  in accordance  with sound business
practices, and  reflect  in  its  financial  statements  adequate  accruals  and
appropriations to reserves, all in accordance with GAAP.
    
 
     The  Company shall, and  shall cause each of  its material Subsidiaries to,
comply with all statutes, laws, ordinances, or government rules and  regulations
to  which it  is subject, non-compliance  with which  would materially adversely
affect the  business,  prospects,  earnings, properties,  assets  or  condition,
financial or otherwise, of the Company and its Subsidiaries taken as a whole.
 
Section 4.09. Limitation on Transactions with Affiliates.
 
   
     The  Company shall not,  and shall not  permit any of  its Subsidiaries to,
sell, lease,  transfer or  otherwise dispose  of any  of its  Properties to,  or
purchase any Property from, or enter into any contract,
    
 
                                       18
 

<PAGE>
   
agreement,  understanding, loan, advance  or guarantee with,  or for the benefit
of, any Affiliate (each  of the foregoing,  an 'Affiliate Transaction'),  unless
(a)  such  Affiliate  Transaction  is  on terms  that  are  not  materially less
favorable to the Company or the  relevant Subsidiary than those that would  have
been  obtained at the  time in a  comparable transaction by  the Company or such
Subsidiary with  an  unrelated  person  ; (b)  with  respect  to  any  Affiliate
Transaction  involving aggregate payments  in excess of  $1,000,000, the Company
delivers to the Trustee a resolution of  the Board of Directors set forth in  an
Officers'  Certificate certifying that such  Affiliate Transaction complies with
clause (a) above and such Affiliate Transaction is approved by a majority of the
disinterested members of  the Board of  Directors; and (c)  with respect to  any
Affiliate  Transaction  (other than  an Affiliate  Transaction described  in the
final proviso below in this Section 4.09) involving aggregate payments in excess
of $2,500,000, the Company delivers to the Trustee an opinion as to the fairness
of such Affiliate Transaction to the Company or such Subsidiary from a financial
point of view issued by an independent investment banking firm or an independent
engineer, appraiser or other expert; provided, however, that (i) any employment,
consulting, severance, bonus or  benefit agreement or plan  entered into by  the
Company  or  any of  its Subsidiaries  in  the ordinary  course of  business and
consistent with the past practice of the Company or such Subsidiary and any  and
all  payments and  transactions pursuant  thereto, (ii)  transactions between or
among the Company and/or  its Subsidiaries and  (iii) transactions permitted  by
the provisions of Section 4.06 hereof or by the covenant entitled 'Limitation on
Restricted  Payments' in  the amended and  restated indenture  governing the Old
Debentures, in each case, shall not be deemed Affiliate Transactions;  provided,
further,  however, that any employment, consulting, severance or bonus agreement
entered into after  the date  of this  Indenture by the  Company or  any of  its
Subsidiaries  with a  Person who,  other than  by virtue  of entering  into such
agreement or such Person's position pursuant to such agreement, is an  Affiliate
of  the  Company  or any  of  its  Subsidiaries, shall  be  deemed  an Affiliate
Transaction.
    
 
   
Section 4.10. Limitation on Ranking of Future Indebtedness.
    
     The Company shall not incur, create, issue, assume, guarantee or  otherwise
become  liable for any  Indebtedness that is  subordinate or junior  in right of
payment to any Senior Debt and senior in any respect in right of payment to  the
Notes.
 
   
Section 4.11. Board of Directors.
    
     At  least 25% of the members of the Board of Directors at any time shall be
members who are not otherwise employed, on a full-time basis, by the Company  or
any of its Affiliates.
 
   
Section 4.12. Corporate Existence.
    
   
     Subject  to Article 5, the Company shall do  or cause to be done all things
necessary to preserve  and keep  in full  force and  effect its  existence as  a
corporation  and  will  refrain from  taking  any  action that  would  cause its
existence as a  corporation to  cease, including without  limitation any  action
that would result in its liquidation, winding up or dissolution.
    
 
   
Section 4.13. Change of Control
    
 
   
     If  at any  time after the  date of  this Indenture the  Board of Directors
shall have become aware (whether by public filings or otherwise) of a Change  of
Control (the 'Change of Control Date'), then the Company shall, no later than 30
days after a Change of Control Date, make an offer to all Holders to purchase (a
'Change  of Control Offer') 100% of the principal amount of Notes outstanding as
of such date at a purchase price  equal to 100% of the principal amount  thereof
plus  accrued and  unpaid interest  to the  Change of  Control Payment  Date (as
hereinafter defined). The Change of Control Offer shall remain open for a period
of twenty business days following its commencement and no longer, except to  the
extent  that  a longer  period is  required  by applicable  law (the  'Change of
Control Offer Period'). No later than  five business days after the  termination
of the Change of Control Offer Period (the 'Change of Control Payment Date') the
Company  shall purchase all Notes tendered in  response to the Change of Control
Offer.
    
 
   
     If the Change of Control  Payment Date is on  or after an interest  payment
record  date and on or before the related interest payment date, any accrued and
unpaid interest to the Change of Control Payment Date will be paid in respect of
Notes that are tendered pursuant to the Change of Control Offer to the Person in
whose name a Note is  registered at the close of  business on such record  date,
and
    
 
                                       19
 

<PAGE>
no  additional interest will be payable to  Holders who tender Notes pursuant to
the Change of Control Offer.
 
     The Company shall provide the Trustee with written notice of the Change  of
Control Offer at least ten days before the notice of any Change of Control Offer
is mailed to Holders.
 
   
     Upon  the commencement of any  Change of Control Offer,  the Company or, at
the Company's written request, the Trustee,  shall send, by first class mail,  a
notice  to each of  the Holders. The  notice shall contain  all instructions and
materials necessary  to enable  such Holders  to tender  Notes pursuant  to  the
Change  of Control Offer. The notice, which shall govern the terms of the Change
of Control Offer, shall  state: (1) that  the Change of  Control Offer is  being
made  pursuant to  this Section  4.13 of this  Indenture, the  expiration of the
Change of Control Offer Period and the Change of Control Payment Date; (2)  that
the  Change of Control Offer is being made for all Notes outstanding on the date
of such Offer at a  price of 100% of the  principal amount thereof plus  accrued
and unpaid interest to the Change of Control Payment Date; (3) that any Note not
tendered  or accepted for payment will continue to accrue interest; (4) that any
Note accepted for payment pursuant to the Change of Control Offer shall cease to
accrue interest  after the  Change of  Control Payment  Date; (5)  that  Holders
electing  to have a Note purchased pursuant  to any Change of Control Offer will
be required to surrender the Note, with  the form entitled 'Option of Holder  to
Elect  Purchase' on the reverse of the Note  (or, if no such form is provided, a
letter of transmittal  supplied by  the Company)  completed, to  the Company,  a
depositary,  if  appointed by  the Company,  or  a Paying  Agent at  the address
specified in the notice and before the expiration of the Change of Control Offer
Period; and (6) that Holders will be entitled to withdraw their election if  the
Company,  depositary or Paying  Agent, as the  case may be,  receives, not later
than the expiration of the Change of Control Offer Period, or such longer period
as may be required by law,  a telegram, telex, facsimile transmission or  letter
setting  forth the  name of  the Holder,  the principal  amount of  the Note the
Holder delivered for purchase and statement that such Holder is withdrawing  his
election to have the Note purchased.
    
 
   
     On  or before a Change  of Control Payment Date,  the Company shall, to the
extent lawful,  (i)  accept  for  payment Notes  or  portions  thereof  tendered
pursuant  to  the  Change of  Control  Offer,  (ii) if  the  Company  appoints a
depositary or Paying Agent, deposit with  such depositary or Paying Agent  money
sufficient  to  pay the  purchase  price of  all  Notes or  portions  thereof so
accepted, (iii) deliver or  cause the depositary or  Paying Agent to deliver  to
the  Trustee Notes so accepted and (iv) deliver an Officers' Certificate stating
such Notes were accepted for payment by the Company in accordance with the terms
of this Section 4.13. The  depositary, the Paying Agent  or the Company, as  the
case  may be, shall promptly (but in any  case not later than five business days
after the Change  of Control  Payment Date) mail  or deliver  to each  tendering
Holder  an amount  equal to  the purchase  price of  the Notes  tendered by such
Holder and accepted by the Company for purchase.
    
 
   
     The Company shall  comply with  the requirements  of Rule  14e-1 under  the
Exchange  Act and  any other securities  laws and regulations  thereunder to the
extent such laws and regulations are  applicable in connection with an offer  to
purchase Notes upon a Change of Control.
    
 
     Except  as described above with respect to a Change of Control, the Company
shall not  be required  to repurchase  or redeem  the Notes  in the  event of  a
takeover, recapitalization or similar restructuring.
 
   
Section 4.14. Money for Security Payments to be Held in Trust.
    
 
   
     If  the Company shall at any time act as its own Paying Agent, it shall, on
or before each due date of the principal of or interest on the Notes,  segregate
and  hold  in  trust for  the  benefit of  the  Persons entitled  thereto  a sum
sufficient to pay the principal or interest so becoming due until such sum shall
be paid to such Persons  or otherwise disposed of  as herein provided, and  will
promptly notify the Trustee of its action or failure so to act.
    
 
     Whenever  the Company shall have one or more Paying Agents, it shall, on or
prior to each date for the payment of the principal of or interest on the Notes,
deposit with a Paying Agent a sum sufficient to pay the principal or interest so
becoming due,  such sum  to be  held in  trust for  the benefit  of the  Persons
entitled  to such payments;  and, unless such  Paying Agent is  the Trustee, the
Company will promptly notify the Trustee of its action or failure so to act.
 
                                       20
 

<PAGE>
     The Company will cause each Paying Agent other than the Trustee to  execute
and  deliver to the Trustee an instrument in which such Paying Agent shall agree
with the Trustee, subject  to the provisions of  this Section, that such  Paying
Agent will:
 
          (1)  hold all sums held  by it for the payment  of the principal of or
     interest on the  Notes in  trust for the  benefit of  the Persons  entitled
     thereto until such sums shall be paid to such Persons or otherwise disposed
     of as herein provided;
 
          (2)  give the  Trustee notice  of any default  by the  Company (or any
     other obligor upon the Notes) in the making of any payment of principal  or
     interest; and
 
          (3)  at any time during the continuance  of any such default, upon the
     written request of the  Trustee, forthwith pay to  the Trustee all sums  so
     held in trust by such Paying Agent.
 
     For  the  purpose  of  obtaining the  satisfaction  and  discharge  of this
Indenture or for any other purpose, the  Company may at any time pay, or  direct
any Paying Agent to pay, to the Trustee all sums held in trust by the Company or
such  Paying Agent, such sums to be held  by the Trustee upon the same trusts as
those upon which such sums were held  by the Company or such Paying Agent;  and,
upon such payment by the Company or any Paying Agent to the Trustee, the Company
or  such Paying Agent,  as the case may  be, shall be  released from all further
liability with respect to such money.
 
   
                                   ARTICLE 5
                                   SUCCESSORS
    
 
   
Section 5.01. When Company May Merge, etc.
    
 
   
     The Company shall not consolidate or merge with or into any Person unless:
    
 
   
          (1) the Person formed by or surviving any such consolidation or merger
     is a  corporation organized  and  existing under  the  laws of  the  United
     States, any state thereof or the District of Columbia;
    
 
   
          (2)  the corporation formed by or  surviving any such consolidation or
     merger assumes by supplemental indenture all the obligations of the Company
     under the Notes and this Indenture;
    
 
   
          (3) immediately after the transaction  no Default or Event of  Default
     exists; and
    
 
   
          (4)  the corporation formed by or  surviving any such consolidation or
     merger shall have  Adjusted Net Worth  (immediately after the  transaction)
     equal to or greater than the Adjusted Net Worth of the Company (immediately
     preceding  the transaction),  and the  aggregate combined  Consolidated Net
     Income of such  Person and the  Company for the  four full fiscal  quarters
     immediately  preceding such transaction  shall be equal  to or greater than
     the Consolidated  Net Income  of  the Company  (for  its four  full  fiscal
     quarters immediately preceding such transaction), respectively.
    
 
   
     The  Company shall deliver to the Trustee prior to 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.
    
 
   
     The surviving corporation shall be the successor Company.
    
 
   
     Notwithstanding the  foregoing, the  Company shall  be permitted  to  sell,
lease,  transfer or  otherwise dispose  of any or  all of  its assets; provided,
however, that the Company shall not  sell, lease, transfer or otherwise  dispose
of  the Pledged HGA Securities or all or  substantially all of the assets of HGA
or, unless and until the Pledged CooperSurgical Securities are released from the
security interest created  by the Pledge  Agreement, the Pledged  CooperSurgical
Securities  or all or substantially all  of the assets of CooperSurgical, except
to the extent otherwise permitted  by, and subject to  the terms of, Article  11
and the Collateral Documents.
    
 
                                       21
 

<PAGE>
   
                                   ARTICLE 6
                             DEFAULTS AND REMEDIES
    
 
   
Section 6.01. Events of Default.
    
     Each  of  the  following  constitutes  an  'Event  of  Default'  under this
Indenture:
 
     (1) default for 30 days  in the payment when due  of interest on the  Notes
(whether or not prohibited by the subordination provisions of this Indenture);
 
   
     (2) default in payment of principal of the Notes (whether or not prohibited
by  the  subordination provisions  of this  Indenture) when  due and  payable at
maturity, upon repurchase under Section 4.13, upon redemption or otherwise;
    
 
   
     (3) failure by  the Company  to comply with  the other  agreements in  this
Indenture , the Notes or in the Collateral Documents which failure continues for
the period and after the notice specified below;
    
 
   
     (4)  default under any mortgage, indenture  or other instrument under which
there may  be  issued  or  by  which there  may  be  secured  or  evidenced  any
Indebtedness for money borrowed by the Company, HGA or any Subsidiary of HGA or,
unless  and until  the Pledged CooperSurgical  Securities are  released from the
security interest  created  by  the  Pledge  Agreement,  CooperSurgical  or  any
Subsidiary  of  CooperSurgical (or  the payment  of which  is guaranteed  by the
Company, HGA  or  any  Subsidiary  of  HGA or,  unless  and  until  the  Pledged
CooperSurgical Securities are released from the security interest created by the
Pledge  Agreement, CooperSurgical  or any Subsidiary  of CooperSurgical) whether
such Indebtedness or guarantee now exists, or is created after the date of  this
Indenture,  which default results in the acceleration of such Indebtedness prior
to its  express maturity  and  the principal  amount  of any  such  Indebtedness
aggregates  $5,000,000 or more (or $1,500,000 or more if such Indebtedness being
accelerated was  incurred  pursuant  to clause  (c),  (d)  or (g)  of  the  last
paragraph of Section 4.07 of this Indenture);
    
 
   
     (5)  a  final judgment  or final  judgments  for the  payment of  money are
entered by a court  or courts of competent  jurisdiction against the Company  or
any  Subsidiary of the Company which  judgment remains undischarged for a period
(during which execution shall  not be effectively stayed)  of 30 days,  provided
that the aggregate of all such judgments exceeds $5,000,000;
    
 
   
     (6) the Company pursuant to or within the meaning of any Bankruptcy Law:
    
          (A) commences a voluntary case;
 
          (B)  consents to  the entry of  an order  for relief against  it in an
     involuntary case;
 
          (C) consents to the  appointment of a  Custodian of it  or for all  or
     substantially all of its property;
 
   
          (D) makes a general assignment for the benefit of creditors; or
    
 
          (E) generally is not able to pay its debts as they become due; and
 
   
     (7)  a court of competent jurisdiction enters  an order or decree under any
Bankruptcy Law that:
    
          (A) is for relief against the Company in an involuntary case;
 
   
          (B) appoints a Custodian  of the Company or  for all or  substantially
     all of the property of the Company; or
    
 
          (C) orders the liquidation of the Company,
 
          and the order or decree remains unstayed and in effect for 60 days.
 
     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.
 
   
     A  Default under clause (3) is not an Event of Default until the Trustee or
the Holders  of  at  least  25%  in  aggregate  principal  amount  of  the  then
outstanding  Notes notify the Company in writing  of the Default and the Company
does not  cure the  Default within  60 days  after receipt  of the  notice.  The
    
 
                                       22
 

<PAGE>
notice  must specify the Default, demand that  it be remedied and state that the
notice is a 'Notice of Default.'
 
   
Section 6.02. Acceleration.
    
   
     If an Event of Default (other than an Event of Default specified in  clause
(6)  or (7) of  Section 6.01) occurs  and is continuing,  the Trustee by written
notice to  the  Company, or  the  Holders of  not  less than  25%  in  aggregate
principal  amount of the then outstanding Notes by written notice to the Company
and the Trustee, may declare the unpaid principal of, and any accrued and unpaid
interest on, all  the Notes to  be due  and payable. Upon  such declaration  the
principal  and interest  shall be  due and payable  immediately. If  an Event of
Default specified in clause (6)  or (7) of Section  6.01 occurs, such an  amount
shall  ipso  facto  become  and  be  immediately  due  and  payable  without any
declaration or other act on the part  of the Trustee or any Holder. The  Holders
of  a majority in  aggregate principal amount  of the then  outstanding Notes by
written notice to the  Trustee may on  behalf of all of  the Holders rescind  an
acceleration  and its consequences if the rescission would not conflict with any
judgment or decree and if all  existing Events of Default (except nonpayment  of
principal  or interest that  has become due solely  because of the acceleration)
have been cured or waived.
    
 
   
Section 6.03. Other Remedies.
    
     If an Event of Default occurs and is continuing, the Trustee may pursue any
available remedy to collect  the payment of principal  of, and interest on,  the
Notes  or  to enforce  the performance  of any  provision of  the Notes  or this
Indenture.
 
     The Trustee may maintain a  proceeding even if it  does not possess any  of
the Notes or does not produce any of them in the proceeding. A delay or omission
by  the  Trustee or  any Holder  of a  Note  in exercising  any right  or remedy
accruing upon  an Event  of Default  shall not  impair the  right or  remedy  or
constitute a waiver of or acquiescence in the Event of Default. All remedies are
cumulative to the extent permitted by law.
 
   
Section 6.04. Waiver of Past Defaults.
    
     Holders  of not less than  a majority in aggregate  principal amount of the
then outstanding Notes by notice to the Trustee may on behalf of the Holders  of
all  of  the  Notes  waive an  existing  Default  or Event  of  Default  and its
consequences, except a continuing Default or Event of Default in the payment  of
the  principal of, or interest on, the Notes. Upon any such waiver, such Default
shall cease to exist, and any Event of Default arising therefrom shall be deemed
to have been cured for every purpose of this Indenture; but no such waiver shall
extend to  any  subsequent or  other  Default  or impair  any  right  consequent
thereon.
 
   
Section 6.05. Control by Majority.
    
     Holders of a majority in aggregate principal amount of the then outstanding
Notes  may direct the  time, method and  place of conducting  any proceeding for
exercising any remedy available to the Trustee or exercising any trust or  power
conferred  on it. However, the  Trustee may refuse to  follow any direction that
conflicts with the  law or  this Indenture that  the Trustee  determines may  be
unduly  prejudicial to the rights of other  Holders of Notes or that may involve
the Trustee in personal liability.
 
   
Section 6.06. Limitation on Suits.
    
   
     A Holder of a Note  may pursue a remedy with  respect to this Indenture  or
the Notes only if:
    
          (a)  the Holder  of a Note  gives to  the Trustee written  notice of a
     continuing Event of Default;
 
          (b) the Holders of at least  25% in aggregate principal amount of  the
     then  outstanding Notes make a written request to the Trustee to pursue the
     remedy;
 
          (c) such Holder of a Note or Holders of Notes offer and, if requested,
     provide to the Trustee  indemnity satisfactory to  the Trustee against  any
     loss, liability or expense;
 
                                       23
 

<PAGE>
          (d)  the Trustee does not comply with the request within 60 days after
     receipt of the  request and the offer and, if requested,  the provision  of
     indemnity; and
 
          (e)  during such 60-day period the  Holders of a majority in aggregate
     principal amount of the  then outstanding Notes do  not give the Trustee  a
     direction inconsistent with the request.
 
   
A Holder of a Note may not use this Indenture or any of the Collateral Documents
to prejudice the rights of another Holder of a Note or to obtain a preference or
priority over another Holder of a Note.
    
 
   
Section 6.07. Rights of Holders of Notes to Receive Payment.
    
 
     Notwithstanding  any other  provision of this  Indenture, the  right of any
Holder of a Note to receive payment of principal and interest on the Note, on or
after the respective due dates expressed in  the Note, or to bring suit for  the
enforcement  of any such payment on or after such respective dates, shall not be
impaired or affected without the consent of the Holder of the Note.
 
   
Section 6.08. Collection Suit by Trustee.
    
 
   
     If an Event of Default  specified in Section 6.01(1)  or (2) occurs and  is
continuing, the Trustee is authorized to recover judgment in its own name and as
trustee  of  an  express trust  against  the  Company for  the  whole  amount of
principal of,  and interest  remaining  unpaid on,  the  Notes and  interest  on
overdue  principal and, to the extent  lawful, interest, and such further amount
as shall be sufficient to cover the costs and expenses of collection,  including
the  reasonable  compensation,  expenses,  disbursements  and  advances  of  the
Trustee, its agents and counsel.
    
 
   
Section 6.09. Trustee May File Proofs of Claim.
    
 
   
     The Trustee may file such proofs of claim and other papers or documents  as
may  be  necessary or  advisable  in order  to have  the  claims of  the Trustee
(including any claim  for the reasonable  compensation, expenses,  disbursements
and  advances of the Trustee, its agents  and counsel, and any other amounts due
the Trustee  under Section  7.07 of  this Indenture)  and the  Holders of  Notes
allowed  in any judicial  proceedings relative to the  Company, its creditors or
its property and  shall be  entitled and empowered  to collect  and receive  any
monies  or  other property  payable or  deliverable  on any  such claims  and to
distribute the  same, and  any custodian  in any  such judicial  proceedings  is
hereby  authorized by each Holder  to make such payments  to the Trustee and, in
the event that the Trustee shall consent to the making of such payments directly
to the Holders, to pay  to the Trustee any amount  due to it for the  reasonable
compensation,  expenses, disbursements and  advances of the  Trustee, its agents
and counsel, and any other  amounts due the Trustee  under Section 7.07 of  this
Indenture. To the extent that such payment of reasonable compensation, expenses,
disbursements  and advances of  the Trustee, its  agents and counsel  out of the
estate in any such judicial proceeding  shall be denied for any reason,  payment
of the same shall be secured by a Lien on, and shall be paid out of, any and all
dividends, distributions, monies, securities and other property that the Holders
may  be entitled to receive in such judicial proceedings, whether in liquidation
or under any plan of reorganization, arrangement or otherwise. Nothing contained
herein shall be deemed to  authorize the Trustee to  authorize or consent to  or
accept or adopt on behalf of any Holder any plan of reorganization, arrangement,
adjustment  or  composition affecting  the  Notes or  the  rights of  any Holder
thereof, or to  authorize the Trustee  to vote in  respect of the  claim of  any
Holder in any such proceeding.
    
 
   
Section 6.10. Priorities.
    
 
     If  the Trustee collects or receives any money or property pursuant to this
Article, it shall pay out the money or property in the following order:
 
   
     First: to  the Trustee,  its agents  and attorneys  for amounts  due  under
Section  7.07, including payment  of all compensation,  expenses and liabilities
incurred, and all advances made,  by the Trustee and  the costs and expenses  of
collection;
    
 
   
     Second: to Holders of Senior Debt to the extent required by Article 10.
    
 
                                       24
 

<PAGE>
     Third:  to Holders  of Notes for  amounts due  and unpaid on  the Notes for
principal and interest,  ratably, without  preference or priority  of any  kind,
according  to  the  amounts due  and  payable  on the  Notes  for  principal and
interest, respectively; and
 
     Fourth:  to  the  Company  or  to  such  party  as  a  court  of  competent
jurisdiction shall direct.
 
     The  Trustee may  fix a  record date  and payment  date for  any payment to
Holders of Notes.
 
   
Section 6.11. Undertaking for Costs.
    
 
   
     In any suit for the enforcement of any right or remedy under this Indenture
or in any suit against the  Trustee for any action taken  or omitted by it as  a
Trustee,  a court in its discretion may require the filing by any party litigant
in the suit of an undertaking to pay the costs of the suit, and the court in its
discretion may assess  reasonable costs, including  reasonable attorneys'  fees,
against any party litigant in the suit, having due regard to the merits and good
faith  of the claims or  defenses made by the  party litigant. This Section does
not apply to a suit  by the Trustee, a  suit by a Holder  of a Note pursuant  to
Section  6.07, or  a suit  by Holders  of more  than 10%  in aggregate principal
amount of the then outstanding Notes.
    
 
   
                                   ARTICLE 7
                                    TRUSTEE
    
 
   
Section 7.01. Duties of Trustee.
    
 
     (a) If an  Event of  Default has occurred  and is  continuing, the  Trustee
shall exercise such of the rights and powers vested in it by this Indenture, and
use  the same degree of care  and skill in its exercise,  as a prudent man would
exercise or use under the circumstances in the conduct of his own affairs.
 
     (b) Except during the continuance of an Event of Default:
 
          (i) the  duties of  the  Trustee shall  be  determined solely  by  the
     express  provisions of  this Indenture  and the  Trustee need  perform only
     those duties  that are  specifically set  forth in  this Indenture  and  no
     others,  and no  implied covenants or  obligations shall be  read into this
     Indenture against the Trustee; and
 
          (ii) in  the  absence  of bad  faith  on  its part,  the  Trustee  may
     conclusively rely, as to the truth of the statements and the correctness of
     the  opinions expressed therein, upon certificates or opinions furnished to
     the Trustee and conforming to the requirements of this Indenture.  However,
     the  Trustee  shall  examine  the certificates  and  opinions  to determine
     whether or not they conform to the requirements of this Indenture.
 
     (c) The Trustee may not be relieved from liabilities for its own  negligent
action,  its own negligent failure to act, or its own willful misconduct, except
that:
 
          (i) this paragraph does not limit the effect of paragraph (b) of  this
     Section;
 
          (ii) the Trustee shall not be liable for any error of judgment made in
     good  faith by a Responsible Officer, unless  it is proved that the Trustee
     was negligent in ascertaining the pertinent facts; and
 
   
          (iii) the Trustee shall  not be liable with  respect to any action  it
     takes  or  omits to  take  in good  faith  in accordance  with  a direction
     received by it pursuant to Section 6.05 hereof.
    
 
     (d) Whether or not therein expressly  so provided, every provision of  this
Indenture  that in any way relates to  the Trustee is subject to paragraphs (a),
(b) and (c) of this Section.
 
     (e) No provision of this Indenture  shall require the Trustee to expend  or
risk  its  own funds  or  incur any  liability. The  Trustee  shall be  under no
obligation to exercise any of its rights and powers under this Indenture at  the
request  of any Holders of  Notes, unless such Holder  shall have offered to the
Trustee security and indemnity satisfactory to it against any loss, liability or
expense.
 
                                       25
 

<PAGE>
     (f) The Trustee shall not be liable  for interest on any money received  by
it  except as the Trustee  may agree in writing with  the Company. Money held in
trust by the  Trustee need  not be  segregated from  other funds  except to  the
extent required by law.
 
   
Section 7.02. Rights of Trustee.
    
     (a)  The Trustee may conclusively rely 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 or both. 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. The Trustee may consult with
counsel and the written advice of such  counsel or any Opinion of Counsel  shall
be  full and complete authorization and  protection from liability in respect of
any action taken,  suffered or  omitted by  it hereunder  in good  faith and  in
reliance thereon.
 
     (c)  The Trustee may act through its  attorneys and agents and shall not be
responsible for the  misconduct or negligence  of any agent  appointed with  due
care.
 
     (d)  The Trustee shall  not be liable for  any action it  takes or omits to
take in good faith which  it believes to be authorized  or within its rights  or
powers conferred upon it by this Indenture.
 
     (e)  Unless otherwise specifically provided  in this Indenture, any demand,
request, direction or notice from the  Company shall be sufficient if signed  by
an Officer of the Company.
 
   
Section 7.03. Individual Rights of Trustee.
    
   
     The Trustee in its individual or any other capacity may become the owner or
pledgee of Notes and may otherwise deal with the Company or any Affiliate of the
Company  with the same rights it would have  if it were not Trustee. However, in
the event that the Trustee acquires  any conflicting interest it must  eliminate
such  conflict within 90  days, apply to  the SEC for  permission to continue as
Trustee or resign. Any Agent  may do the same with  like rights and duties.  The
Trustee is also subject to Sections 7.10 and 7.11 hereof.
    
 
   
Section 7.04. Trustee's Disclaimer.
    
     The  Trustee shall not be responsible for and makes no representation as to
the validity  or adequacy  of  this Indenture  or the  Notes,  it shall  not  be
accountable  for the Company's use  of the proceeds from  the Notes or any money
paid to the Company or upon the Company's direction under any provision of  this
Indenture,  it shall not be responsible for  the use or application of any money
received by  any Paying  Agent  other than  the Trustee,  and  it shall  not  be
responsible for any statement or recital herein or any statement in the Notes or
any  other document in connection with the sale of the Notes or pursuant to this
Indenture other than its certificate of authentication.
 
   
Section 7.05. Notice of Defaults.
    
     If a Default  or Event of  Default occurs and  is continuing and  if it  is
known to the Trustee, the Trustee shall mail to Holders of Notes a notice of the
Default  or Event of Default within 90 days  after it occurs. Except in the case
of a Default or Event of Default in payment of principal of, or interest on, any
Note, the Trustee may withhold the notice if  and so long as a committee of  its
Responsible  Officers in good faith determines that withholding the notice is in
the interests of the Holders of the Notes.
 
   
Section 7.06. Reports by Trustee to Holders of the Notes.
    
     Within 60 days after each  May 15 beginning with  the May 15 following  the
date  of this Indenture,  the Trustee shall mail  to the Holders  of the Notes a
brief report dated  as of  such reporting date  that complies  with TIA  SECTION
313(a)  (but if no event described in TIA SECTION 313(a) has occurred within the
twelve months preceding the reporting date, no report need be transmitted).  The
Trustee also
 
                                       26
 

<PAGE>
shall comply with TIA SECTION 313(b)(2). The Trustee shall also transmit by mail
all reports as required by TIA SECTION 313(c).
 
     A  copy of each report at  the time of its mailing  to the Holders of Notes
shall be mailed to the Company and filed with the SEC and each stock exchange on
which the Notes are listed. The  Company shall promptly notify the Trustee  when
the Notes are listed on any stock exchange.
 
   
Section 7.07. Compensation and Indemnity.
    
 
     The  Company  shall  pay  to  the  Trustee  from  time  to  time reasonable
compensation for its acceptance  of this Indenture  and services hereunder.  The
Trustee's  compensation shall  not be  limited by any  law on  compensation of a
trustee of an express  trust. The Company shall  reimburse the Trustee  promptly
upon request for all reasonable disbursements, advances and expenses incurred or
made by it in addition to the compensation for its services. Such expenses shall
include the reasonable compensation, disbursements and expenses of the Trustee's
agents and counsel.
 
     The  Company  shall  indemnify  the Trustee  against  any  and  all losses,
liabilities or expenses incurred by it arising out of or in connection with  the
acceptance  or administration of its duties  under this Indenture, except as set
forth below. The  Trustee shall  notify the Company  promptly of  any claim  for
which  it may seek  indemnity. Failure by  the Trustee to  so notify the Company
shall not relieve the  Company of its obligations  hereunder. 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.
 
   
     The obligations of the  Company under this Section  7.07 shall survive  the
satisfaction and discharge of this Indenture.
    
 
     The Company need not reimburse any expense or indemnify against any loss or
liability incurred by the Trustee through its own negligence or bad faith.
 
   
     To  secure the Company's  payment obligations in  this Section, the Trustee
shall have a Lien prior to the Notes on all money or property held or  collected
by  the Trustee,  except that  held in  trust to  pay principal  and interest on
particular Notes. Such Lien shall survive the satisfaction and discharge of this
Indenture.
    
 
   
     When the Trustee  incurs expenses  or renders  services after  an Event  of
Default specified in Section 6.01 (6) or (7) hereof occurs, the expenses and the
compensation for the services (including the fees and expenses of its agents and
counsel)  are  intended  to  constitute  expenses  of  administration  under any
Bankruptcy Law.
    
 
   
Section 7.08. Replacement of Trustee.
    
 
     A resignation or  removal of  the Trustee  and appointment  of a  successor
Trustee  shall become effective only upon  the successor Trustee's acceptance of
appointment as provided in this Section.
 
     The Trustee may resign in  writing at any time  and be discharged from  the
trust  hereby created  by so notifying  the Company.  The Holders of  Notes of a
majority in aggregate principal amount of the then outstanding Notes may  remove
the  Trustee by so notifying the Trustee and the Company in writing. The Company
may remove the Trustee if:
 
   
          (a) the Trustee fails to comply with Section 7.10 hereof;
    
 
          (b) the Trustee is adjudged a bankrupt or an insolvent or an order for
     relief is entered with respect to the Trustee under any Bankruptcy Law;
 
          (c) a Custodian or public officer  takes charge of the Trustee or  its
     property; or
 
          (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
 
                                       27
 

<PAGE>
office, the Holders  of a  majority in aggregate  principal amount  of the  then
outstanding  Notes  may appoint  a successor  Trustee  to replace  the successor
Trustee appointed by the Company.
 
     If a  successor Trustee  does not  take  office within  60 days  after  the
retiring  Trustee resigns or  is removed, the retiring  Trustee, the Company, or
the Holders of Notes of at least  10% in aggregate principal amount of the  then
outstanding  Notes  may petition  any court  of  competent jurisdiction  for the
appointment of a successor Trustee.
 
   
     If the Trustee fails to comply with Section 7.10, any Holder of a Note  who
satisfies  the requirements  of TIA SECTION  310(b)  may petition  any  court of
competent jurisdiction for the removal of  the Trustee and the appointment of  a
successor Trustee.
    
 
   
     A  successor Trustee shall deliver a  written acceptance of its appointment
to the  retiring Trustee  and  to the  Company.  Thereupon, the  resignation  or
removal  of  the  retiring Trustee  shall  become effective,  and  the successor
Trustee shall have all the rights, powers  and duties of the Trustee under  this
Indenture.  The  successor Trustee  shall  mail a  notice  of its  succession to
Holders of the Notes. The retiring Trustee shall promptly transfer all  property
held  by it as Trustee to the successor  Trustee, provided all sums owing to the
Trustee hereunder have been paid and subject to the Lien provided for in Section
7.07 hereof. Notwithstanding replacement of the Trustee pursuant to this Section
7.08, the Company's obligations under Section 7.07 hereof shall continue for the
benefit of the retiring Trustee.
    
 
   
Section 7.09. Successor Trustee by Merger, etc.
    
     If the Trustee consolidates, merges or  converts into, or transfers all  or
substantially  all of its corporate trust  business to, another corporation, the
successor corporation without any further act shall be the successor Trustee.
 
   
Section 7.10. Eligibility; Disqualification.
    
     There shall  at  all  times  be  a  Trustee  hereunder  which  shall  be  a
corporation  organized and doing business under the laws of the United States of
America or of any state thereof authorized under such laws to exercise corporate
trustee power, shall  be subject  to supervision  or examination  by federal  or
state  authority and shall have a combined  capital and surplus of at least $100
million as set forth in its most recent published annual report of condition.
 
     This Indenture shall always have  a Trustee who satisfies the  requirements
of  TIA SECTION 310(a)(1),  (2) and (5).  The Trustee is  subject to TIA SECTION
310(b).
 
   
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 therein.
 
   
                                   ARTICLE 8
                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE
    
 
   
Section 8.01. Option to Effect Legal Defeasance or Covenant Defeasance.
    
   
     The Company may, at  the option of  its Board of  Directors evidenced by  a
resolution  set forth in an Officers' Certificate,  at any time, with respect to
the Notes,  elect  to  have either  Section  8.02  or 8.03  be  applied  to  all
outstanding  Notes upon compliance  with the conditions set  forth below in this
Article 8.
    
 
   
Section 8.02. Legal Defeasance and Discharge.
    
   
     Upon the Company's exercise under Section 8.01 of the option applicable  to
this  Section 8.02, the Company shall be deemed to have been discharged from its
obligations with respect to all outstanding Notes on the date the conditions set
forth below are satisfied (hereinafter,  'Legal Defeasance'). For this  purpose,
such  Legal Defeasance means that  the Company shall be  deemed to have paid and
discharged
    
 
                                       28
 

<PAGE>
   
the entire  Indebtedness  represented  by the  outstanding  Notes,  which  shall
thereafter  be deemed to be 'outstanding' only  for the purposes of Section 8.05
and the other Sections of this Indenture  referred to in (a) and (b) below,  and
to  have satisfied all its other obligations under such Notes and this Indenture
(and the Trustee, on demand of and at the expense of the Company, shall  execute
proper instruments acknowledging the same), except for the following which shall
survive  until otherwise terminated  or discharged hereunder:  (a) the rights of
Holders of outstanding Notes to receive solely from the trust fund described  in
Section  8.04, and as more fully set  forth in such Section, payments in respect
of the principal of, and interest on, such Notes when such payments are due, (b)
the Company's obligations with respect to such Notes under Sections 2.04,  2.06,
2.07  and 2.10,  (c) the  rights, powers, trusts,  duties and  immunities of the
Trustee hereunder and the Company's obligations in connection therewith and  (d)
this  Article 8.  Subject to  compliance with  this Article  8, the  Company may
exercise its option under this  Section 8.02 notwithstanding the prior  exercise
of its option under Section 8.03 with respect to the Notes.
    
 
   
Section 8.03. Covenant Defeasance.
    
   
     Upon  the Company's exercise under Section 8.01 of the option applicable to
this Section 8.03, the Company shall be released from its obligations under  the
covenants  contained in Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09,
4.10, 4.11, 4.12, 4.13  and 4.14 with  respect to the  outstanding Notes on  and
after  the  date  the conditions  set  forth below  are  satisfied (hereinafter,
'Covenant  Defeasance'),  and   the  Notes  shall   thereafter  be  deemed   not
'outstanding'  for the purposes of any direction, waiver, consent or declaration
or act of Holders (and the consequences of any thereof) in connection with  such
covenants,  but shall continue to be deemed 'outstanding' for all other purposes
hereunder (it being understood that such  Notes shall not be deemed  outstanding
for accounting purposes). For this purpose, such Covenant Defeasance means that,
with  respect to the outstanding Notes, the  Company may omit to comply with and
shall have no  liability in  respect of any  term, condition  or limitation  set
forth  in any such  covenant, whether directly  or indirectly, by  reason of any
reference elsewhere herein to any such covenant or by reason of any reference in
any such covenant to  any other provision  herein or in  any other document  and
such  omission to comply shall  not constitute a Default  or an Event of Default
under Section 6.01(3),  but, except as  specified above, the  remainder of  this
Indenture  and such  Notes shall  be unaffected  thereby. In  addition, upon the
Company's exercise under Section 8.01 of  the option applicable to this  Section
8.03, Sections 6.01(4) and 6.01(5) shall not constitute Events of Default.
    
 
   
Section 8.04. Conditions to Legal or Covenant Defeasance.
    
   
     The following shall be the conditions to application of either Section 8.02
or Section 8.03 to the outstanding Notes:
    
 
   
          (a)  The  Company shall  irrevocably have  deposited  or caused  to be
     deposited with the Trustee (or another trustee satisfying the  requirements
     of  Section 7.10  who shall  agree to  comply with  the provisions  of this
     Article 8 applicable  to it) 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 such Notes, (a) cash  in
     U.S.  Dollars in an amount, or (b) non-callable Government Securities which
     through the scheduled payment of principal and interest in respect  thereof
     in  accordance with their terms will provide, not later than one day before
     the due date of any  payment, cash in U.S. Dollars  in an amount, or (c)  a
     combination thereof, in such amounts, as will be 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 and which shall  be applied by the  Trustee (or other  qualifying
     trustee)  to  pay and  discharge  the principal  of,  and interest  on, the
     outstanding Notes on the  stated maturity or  on the applicable  redemption
     date,  as the case may be, of such principal or installment of principal or
     interest; provided that the Trustee shall have been irrevocably  instructed
     to  apply  such  money  or the  proceeds  of  such  non-callable Government
     Securities to said payments with respect to the Notes.
    
 
   
          (b) In the case of an  election under Section 8.02, the Company  shall
     have  delivered to the Trustee  an Opinion of Counsel  in the United States
     reasonably acceptable to the  Trustee confirming that  (i) the Company  has
     received   from,   or   there   has  been   published   by,   the  Internal
    
 
                                       29
 

<PAGE>
     Revenue Service a ruling or  (ii) since the date  hereof, there has been  a
     change  in the  applicable federal  income tax law,  in either  case to the
     effect that, and based thereon such opinion shall confirm that, the Holders
     of the  outstanding Notes  will  not recognize  income,  gain or  loss  for
     federal  income tax purposes as a result  of such Legal 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 Legal Defeasance
     had not occurred;
 
   
          (c) In the case of an  election under Section 8.03, the Company  shall
     have  delivered to the Trustee  an Opinion of Counsel  in the United States
     reasonably acceptable to the Trustee to the effect that the Holders of  the
     outstanding  Notes  will not  recognize income,  gain  or loss  for federal
     income tax purposes  as a result  of such Covenant  Defeasance and will  be
     subject to Federal income tax in the same amount, in the same manner and at
     the  same times as would have been the case if such Covenant Defeasance had
     not occurred;
    
 
   
          (d) No Default  or Event of  Default with respect  to the Notes  shall
     have  occurred and be continuing on the date of such deposit or, insofar as
     Subsection 6.01(6)  or 6.01(7)  is concerned,  at any  time in  the  period
     ending  on the 91st day after the date of such deposit (it being understood
     that this condition shall not be  deemed satisfied until the expiration  of
     such period);
    
 
          (e) Such Legal Defeasance or Covenant Defeasance shall not result in a
     breach  or violation of,  or constitute a default  under, this Indenture or
     any other material agreement or instrument to which the Company is a  party
     or by which the Company is bound;
 
   
          (f)  In the case of an election under either Section 8.02 or 8.03, the
     Company shall have delivered  to the Trustee an  Opinion of Counsel to  the
     effect  that after the 91st day following the deposit, the trust funds will
     not be subject to the effect of any applicable Bankruptcy Law;
    
 
   
          (g) In the case of an election under either Section 8.02 or 8.03,  the
     Company  shall  have  delivered  to the  Trustee  an  Officers' Certificate
     stating that the deposit made by the Company pursuant to its election under
     Section 8.02  or 8.03  was  not made  by the  Company  with the  intent  of
     preferring  the Holders  over other  creditors of  the Company  or with the
     intent of defeating,  hindering, delaying  or defrauding  creditors of  the
     Company or others; and
    
 
   
          (h)  The  Company shall  have delivered  to  the Trustee  an Officers'
     Certificate and an Opinion  of Counsel in the  United States, each  stating
     that  all conditions  precedent provided for  relating to  either the Legal
     Defeasance under Section 8.02 or the Covenant Defeasance under Section 8.03
     (as the  case may  be) have  been  complied with  as contemplated  by  this
     Section 8.04.
    
 
   
Section 8.05. Deposited Money and Government Securities to be Held in Trust;
              Other Miscellaneous Provisions.
    
 
   
     Subject  to Section 8.06, all  money and non-callable Government Securities
(including the proceeds thereof) deposited with the Trustee (or other qualifying
trustee, collectively for purposes of this Section 8.05, the 'Trustee') pursuant
to Section 8.04 in respect of the  outstanding Notes shall be held in trust  and
applied by the Trustee, in accordance with the provisions of such Notes and this
Indenture,  to  the  payment,  either  directly  or  through  any  Paying  Agent
(including the Company acting as Paying Agent) as the Trustee may determine,  to
the  Holders of such Notes of all sums  due and to become due thereon in respect
of principal and  interest, but  such money need  not be  segregated from  other
funds except to the extent required by law.
    
 
   
     The  Company shall pay  and indemnify the  Trustee against any  tax, fee or
other charge imposed on or assessed against the cash or non-callable  Government
Securities  deposited pursuant  to Section  8.04 or  the principal  and interest
received in respect thereof other than any  such tax, fee or other charge  which
by law is for the account of the Holders of the outstanding Notes.
    
 
   
     Anything  in this  Article 8 to  the contrary  notwithstanding, the Trustee
shall deliver or pay to the Company from time to time upon the Company's request
any money  or non-callable  Government  Securities held  by  it as  provided  in
Section  8.04  which,  in  the  opinion  of  a  nationally  recognized  firm  of
independent public  accountants expressed  in  a written  certification  thereof
delivered  to  the Trustee  (which may  be the  opinion delivered  under Section
8.04(a)), are in excess of the amount thereof which
    
 
                                       30
 

<PAGE>
would then be required to be deposited to effect an equivalent Legal  Defeasance
or Covenant Defeasance.
 
   
Section 8.06. Repayment to Company.
    
 
     Any  money deposited with the Trustee or  any Paying Agent, or then held by
the Company, in trust for the payment  of the principal of, or interest on,  any
Note and remaining unclaimed for two years after such principal, and premium, if
any,  or interest has become due and payable shall be paid to the Company on its
request or (if then held  by the Company) shall  be discharged from such  trust;
and  the Holder of such Note shall thereafter, as an unsecured general creditor,
look only to the Company for payment  thereof, and all liability of the  Trustee
or  such Paying Agent with respect to such trust money, and all liability of the
Company as trustee thereof, shall  thereupon cease; provided, however, that  the
Trustee  or such Paying Agent, before being required to make any such repayment,
may at the expense of  the Company cause to be  published once, in the New  York
Times  and The  Wall Street Journal  (national edition), notice  that such money
remains unclaimed and that, after a  date specified therein, which shall not  be
less  than  30 days  from  the date  of  such notification  or  publication, any
unclaimed balance of such money then remaining will be repaid to the Company.
 
   
Section 8.07 Reinstatement.
    
 
   
     If the Trustee  or Paying  Agent is  unable to  apply any  U.S. Dollars  or
non-callable  Government Securities in accordance with  Section 8.02 or 8.03, as
the case may be, by reason of any order or judgment of any court or governmental
authority enjoining, restraining or otherwise prohibiting such application, then
the Company's obligations under  this Indenture and the  Notes shall be  revived
and  reinstated as though  no deposit had  occurred pursuant to  Section 8.02 or
8.03 until such time as  the Trustee or Paying Agent  is permitted to apply  all
such  money  in  accordance with  Section  8.02 or  8.03,  as the  case  may be;
provided, however, that, if  the Company makes any  payment of principal of,  or
interest  on,  any  Note following  the  reinstatement of  its  obligations, the
Company shall  be subrogated  to the  rights of  the Holders  of such  Notes  to
receive such payment from the money held by the Trustee or Paying Agent.
    
 
   
                                   ARTICLE 9
                        AMENDMENT, SUPPLEMENT AND WAIVER
    
 
   
Section 9.01. Without Consent of Holders of Notes.
    
 
   
     Notwithstanding Section 9.02 of this Indenture, the Company and the Trustee
may  amend or supplement this Indenture ,  the Notes or the Collateral Documents
without the consent of any Holder of a Note:
    
 
          (a) to cure any ambiguity, defect or inconsistency;
 
          (b) to provide for uncertificated Notes in addition to or in place  of
     certificated Notes;
 
          (c)  to make  any change that  would provide any  additional rights or
     benefits to the Holders of the Notes or that does not adversely affect  the
     legal rights hereunder of any Holder of the Note; or
 
          (d)  to comply  with requirements  of the  SEC in  order to  effect or
     maintain the qualification of this Indenture under the TIA.
 
   
     Upon the request of the Company accompanied by a resolution of its Board of
Directors  authorizing  the  execution  of  any  such  amended  or  supplemental
Indenture, and upon receipt by the Trustee of the documents described in Section
9.06  hereof, the Trustee  shall join with  the Company in  the execution of any
amended or supplemental Indenture authorized or  permitted by the terms of  this
Indenture  and to make any further appropriate agreements and stipulations which
may be therein contained, but the Trustee  shall not be obligated to enter  into
such  amended or supplemental Indenture which  affects its own rights, duties or
immunities under this Indenture or otherwise.
    
 
                                       31
 

<PAGE>
   
Section 9.02. With Consent of Holders of Notes.
    
 
   
     The Company and  the Trustee may  amend or supplement  this Indenture,  the
Notes  or the Collateral Documents or any amended or supplemental Indenture with
the written consent  of the  Holders of  Notes of not  less than  a majority  in
aggregate  principal amount  of the  Notes then  outstanding (including consents
obtained in connection with a tender offer or exchange offer for the Notes), and
any existing Default and  its consequences or compliance  with any provision  of
this  Indenture, the Notes  or the Collateral  Documents may be  waived with the
consent of the Holders of a majority  in aggregate principal amount of the  then
outstanding Notes (including consents obtained in connection with a tender offer
or exchange offer for the Notes).
    
 
   
     Upon the request of the Company accompanied by a resolution of its Board of
Directors  authorizing  the  execution  of  any  such  amended  or  supplemental
Indenture, and upon the filing with the Trustee of evidence satisfactory to  the
Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by
the Trustee of the documents described in Section 9.06 hereof, the Trustee shall
join with the Company in the execution of such amended or supplemental Indenture
unless  such amended or supplemental Indenture affects the Trustee's own rights,
duties or  immunities under  this  Indenture or  otherwise,  in which  case  the
Trustee  may in its discretion,  but shall not be  obligated to, enter into such
amended or supplemental Indenture.
    
 
   
     It shall not be  necessary for the  consent of the  Holders of Notes  under
this  Section 9.02 to approve  the particular form of  any proposed amendment or
waiver, but  it shall  be  sufficient if  such  consent approves  the  substance
thereof.
    
 
   
     After  an  amendment,  supplement  or  waiver  under  this  Section becomes
effective, the Company  shall mail to  the Holders of  Notes affected thereby  a
notice  briefly describing the  amendment, supplement or  waiver. Any failure of
the Company to mail such notice, or  any defect therein, shall not, however,  in
any  way  impair or  affect the  validity  of any  such amended  or supplemental
Indenture or waiver. Subject to Sections 6.04 and 7.05 hereof, the Holders of  a
majority  in aggregate principal amount of  the Notes then outstanding may waive
compliance in a particular  instance by the Company  with any provision of  this
Indenture  , the Notes or any of  the Collateral Documents. However, without the
consent of each Holder affected, an amendment or waiver may not (with respect to
any Notes held by a non-consenting Holder of Notes):
    
 
          (a) reduce the principal amount of Notes whose Holders must consent to
     an amendment, supplement or waiver;
 
          (b) reduce the principal of or  change the fixed maturity of any  Note
     or  alter the provisions with  respect to the redemption  of the Notes in a
     manner that adversely affects the rights of any Holders of Notes;
 
          (c) reduce the rate of or change  the time for payment of interest  on
     any Note;
 
          (d)  waive a Default or  Event of Default in  the payment of principal
     of, or interest on, the Notes  (except a rescission of acceleration of  the
     Notes  by the Holders of at least  a majority in aggregate principal amount
     of the then  outstanding Notes  and a waiver  of the  payment default  that
     resulted from such acceleration);
 
          (e)  make any  Note payable  in money  other than  that stated  in the
     Notes;
 
          (f) make any change  in the provisions of  this Indenture relating  to
     waivers  of past  Defaults or  the rights  of Holders  of Notes  to receive
     payments of principal  of or interest  on the Notes  or waive a  redemption
     payment with respect to any Note;
 
          (g)  make any change in the foregoing amendment and waiver provisions;
     or
 
   
          (h) make any change in Article 10 that adversely affects the rights of
     any Holder of Notes.
    
 
   
Section 9.03. Compliance with Trust Indenture Act.
    
 
   
     Every amendment or supplement to this  Indenture or the Notes shall be  set
forth in an amended or supplemental Indenture that complies with the TIA as then
in effect.
    
 
                                       32
 

<PAGE>
   
Section 9.04. Revocation and Effect of Consents.
    
     Until an amendment, supplement or waiver becomes effective, a consent to it
by  a Holder of a Note is a continuing consent by the Holder of a Note and every
subsequent Holder of a Note or portion of a Note that evidences the same debt as
the consenting Holder's Note, even if notation of the consent is not made on any
Note. However, any such Holder or subsequent Holder may revoke the consent as to
his Note or portion of a Note  if the Trustee receives the notice of  revocation
before  the  date  on  which  the  Trustee  receives  an  Officers'  Certificate
certifying that the  Holders of  the requisite  principal amount  of Notes  have
consented to the amendment or waiver. An amendment, supplement or waiver becomes
effective  in accordance with its  terms and thereafter binds  every Holder of a
Note.
 
     The Company may  (but shall  not be  obligated to)  fix a  record date  for
determining  which  Holders  of  the  Notes  must  consent  to  such  amendment,
supplement or waiver. If the Company fixes a record date, the record date  shall
be  fixed at (i)  the later of 30  days prior to the  first solicitation of such
consent or the date of the most recent list of Holders of Notes furnished to the
Trustee prior to such solicitation pursuant  to Section 2.05 or (ii) such  other
date as the Company shall designate.
 
   
Section 9.05. Notation on or Exchange of Notes.
    
     The   Trustee  may  place  an  appropriate  notation  about  an  amendment,
supplement or  waiver  on any  Note  thereafter authenticated.  The  Company  in
exchange  for all Notes may  issue and the Trustee  shall authenticate new Notes
that reflect the amendment, supplement or waiver.
 
     Failure to make  the appropriate  notation or issue  a new  Note shall  not
affect the validity and effect of such amendment, supplement or waiver.
 
   
Section 9.06. Trustee to Sign Amendments, etc.
    
   
     Upon  receipt by  the Trustee  of an  Opinion of  Counsel and  an Officers'
Certificate reasonably acceptable  to the  Trustee, the Trustee  shall sign  any
amended  or supplemental Indenture authorized pursuant  to this Article 9 if the
amendment  or  supplement  does  not   adversely  affect  the  rights,   duties,
liabilities or immunities of the Trustee.
    
 
   
                                   ARTICLE 10
                                 SUBORDINATION
    
 
   
Section 10.01. Agreement to Subordinate.
    
   
     The  Company agrees, and each Holder of  a Note by accepting a Note agrees,
that theindebtedness evidenced by the Notes is subordinated in right of payment,
to the  extent and  in the  manner provided  in this  Article 10,  to the  prior
payments  in full  of all  Senior Debt,  and that  the subordination  is for the
benefit of the holders of Senior Debt.
    
 
   
Section 10.02. Certain Definitions.
    
   
     'Debt' means  any  indebtedness, contingent  or  otherwise, in  respect  of
borrowed money (whether or not the recourse of the lender is to the whole of the
assets  of the  Company or only  to a  portion thereof), or  evidenced by bonds,
notes, debentures or similar instruments  or letters of credit, or  representing
the  balance  deferred and  unpaid  of the  purchase  price of  any  Property or
interest therein, except any such balance  that constitutes a trade payable,  if
and  to the extent such indebtedness would  appear as a liability upon a balance
sheet of the Company prepared on a consolidated basis in accordance with GAAP.
    
 
     'Representative' means the  indenture trustee  or other  trustee, agent  or
representative for an issue of Senior Debt.
 
   
     'Senior Debt' means all Debt (present or future) created, incurred, assumed
or  guaranteed  bythe  Company  (and  all  renewals,  extensions  or  refundings
thereof), unless  the instrument  under which  such Debt  is created,  incurred,
assumed  or  guaranteed  expressly provides  that  such  Debt is  not  senior or
    
 
                                       33
 

<PAGE>
   
superior in  right of  payment to  the Notes.  Notwithstanding anything  to  the
contrary  in the foregoing,  Senior Debt shall  not include (i)  any Debt of the
Company to any of its Subsidiaries and (ii) the Old Debentures.
    
 
   
Section 10.03. Liquidation; Dissolution; Bankruptcy.
    
     Upon any  distribution to  creditors of  the Company  in a  liquidation  or
dissolution  of  the Company  or  in a  bankruptcy,  reorganization, insolvency,
receivership or similar proceeding relating to the Company or its property:
 
          (1) holders of  Senior Debt shall  be entitled to  receive payment  in
     full  in cash of the principal of and interest (including interest accruing
     after the commencement of any such  proceeding) to the date of payment,  on
     the  Senior Debt before Holders  of Notes shall be  entitled to receive any
     payment of principal of or interest on Notes; and
 
          (2) until the Senior Debt is paid in full in cash, any distribution to
     which Holders of Notes would be entitled but for this Article shall be made
     to holders  of Senior  Debt  as their  interests  may appear,  except  that
     Holders  of Notes  may receive securities  that are  subordinated to Senior
     Debt to at least the same extent as the Notes.
 
     A distribution may consist of cash, securities or other property.
 
   
Section 10.04. Default on Senior Debt.
    
     Upon the maturity  of any  Senior Debt by  lapse of  time, acceleration  or
otherwise,  all such Senior  Debt shall first  be paid in  full, or such payment
duly provided for in  cash or in  a manner satisfactory to  the holders of  such
Senior  Debt, before any payment is made by  the Company or any person acting on
behalf of the Company on account of the principal of, or interest on, the Notes.
 
     The Company may not pay principal of  or interest on the Notes and may  not
acquire  any Notes for cash or property  other than capital stock of the Company
if:
 
          (1) a default  on Senior Debt  occurs and is  continuing that  permits
     holders of such Senior Debt to accelerate its maturity; and
 
   
          (2)  the default is the subject of judicial proceedings or the Company
     receives a notice of the default from a person who may give it pursuant  to
     Section  10.12. If the  Company receives any such  notice, a similar notice
     received within nine months thereafter relating to the same default on  the
     same  issue of  Senior Debt  shall not  be effective  for purposes  of this
     Section.
    
 
     The Company may resume payments on the Notes and may acquire them when:
 
          (a) the default is cured or waived, or
 
          (b) 120 days pass after the notice is given if the default is not  the
     subject of judicial proceedings,
 
if this Article otherwise permits the payment or acquisition at that time.
 
   
Section 10.05. Acceleration of Securities.
    
     If  payment of the Notes is accelerated because of an Event of Default, the
Company shall promptly notify  holders of Senior Debt  of the acceleration.  The
Company  may pay the Notes  when 120 days pass  after the acceleration occurs if
this Article permits the payment at that time.
 
   
Section 10.06. When Distribution Must Be Paid Over.
    
   
     In the  event that  notwithstanding the  provisions of  Section 10.04,  the
Company shall make any payment to the Trustee on account of the principal of, or
interest  on, the  Notes, after  the happening  of a  default in  payment of the
principal or interest on Senior  Debt, or after receipt  by the Company and  the
Trustee of written notice as provided in Sections 10.04 and 10.12 of an event of
default  or an event which, with the passage  of time or the giving of notice or
both, would constitute  an event  of default with  respect to  any Senior  Debt,
then,  unless and until such  default or event of  default shall have been cured
    
 
                                       34
 

<PAGE>
or waived or  shall have  ceased to  exist, such payment  shall be  held by  the
Trustee,  in trust  for the  benefit of,  and shall  be paid  forthwith over and
delivered to, the holders of Senior Debt (pro rata as to each of such holders on
the basis  of the  respective amounts  of Senior  Debt held  by them)  or  their
Representative  or the trustee  under the indenture or  other agreement (if any)
pursuant to  which  Senior  Debt  may have  been  issued,  as  their  respective
interests  may  appear,  for  application  to the  payment  of  all  Senior Debt
remaining unpaid to  the extent  necessary to  pay all  Senior Debt  in full  in
accordance  with its  terms, after  giving effect  to any  concurrent payment or
distribution to or for the holders of Senior Debt.
 
     If a distribution is made to Holders of Notes that because of this  Article
would  not  have  been  made to  them,  the  Holders of  Notes  who  receive the
distribution shall hold it in trust for  holders of Senior Debt and pay it  over
to them as their interests may appear.
 
   
Section 10.07. Notice by Company.
    
 
   
     The  Company shall promptly notify the Trustee  and the Paying Agent of any
facts known  to the  Company  that would  cause a  payment  of principal  of  or
interest  on the Notes to violate this  Article, but failure to give such notice
shall not affect the subordination of the  Notes to the Senior Debt provided  in
this  Article. Nothing in this Article 10  shall apply to claims of, or payments
to, the Trustee under or pursuant to Section 7.07.
    
 
   
Section 10.08. Subrogation.
    
 
   
     After all Senior Debt is paid in full and until the Notes are paid in full,
Holders of Notes shall be subrogated to the rights of holders of Senior Debt  to
receive distributions applicable to Senior Debt to the extent that distributions
otherwise  payable to the Holders  of Notes have been  applied to the payment of
Senior Debt. A distribution  made under this Article  to holders of Senior  Debt
which  otherwise would have been made to Holders of Notes is not, as between the
Company and Holders of Notes, a payment by the Company on the Senior Debt.
    
 
   
Section 10.09. Relative Rights.
    
 
     This Article defines the relative rights of Holders of Notes and holders of
Senior Debt. Nothing in this Indenture shall:
 
          (1)  impair,  as  between  the  Company  and  Holders  of  Notes,  the
     obligation  of the  Company, which  is absolute  and unconditional,  to pay
     principal of and interest on the Notes in accordance with their terms;
 
   
          (2) impair,  as between  the Company  and the  Holders of  Notes,  the
     obligation  of  the Company  to  comply with  the  terms of  the Collateral
     Documents;
    
 
   
          (3) affect the relative  rights of Holders of  Notes and creditors  of
     the Company other than holders of Senior Debt; or
    
 
   
          (4)  prevent the Trustee or  any Holder of a  Note from exercising its
     available remedies upon a Default or  Event of Default (including, but  not
     limited  to,  any  rights  and remedies  under  the  Collateral Documents),
     subject to the rights  of holders of Senior  Debt to receive  distributions
     otherwise  payable to Holders of Notes, which  rights are set forth in this
     Article 10.
    
 
     If the  Company  fails because  of  this Article  to  pay principal  of  or
interest  on a Note on the due date, the  failure is still a Default or Event of
Default.
 
   
Section 10.10. Subordination May Not Be Impaired by Company.
    
 
     No right of any holder of Senior  Debt to enforce the subordination of  the
Indebtedness  evidenced by the Notes shall be  impaired by any act or failure to
act by the Company or by its failure to comply with this Indenture.
 
                                       35
 

<PAGE>
   
Section 10.11. Distribution or Notice to Representative.
    
   
     Whenever a distribution  is to  be made  or a  notice given  to holders  of
Senior  Debt,  the  distribution may  be  made  and the  notice  given  to their
Representative.
    
 
   
Section 10.12. Rights of Trustee and Paying Agent.
    
     The Trustee or  Paying Agent  may continue to  make payments  on the  Notes
until  it receives notice of facts that would cause a payment of principal of or
interest  on  the  Notes   to  violate  this  Article.   Only  the  Company,   a
Representative or a holder of an issue of Senior Debt that has no Representative
may give the notice.
 
     The  Trustee in its individual  or any other capacity  may hold Senior Debt
with the same rights it would have if it were not Trustee. Any Agent may do  the
same with like rights.
 
   
Section 10.13. Priority of Rights with Respect to Collateral.
    
   
     Notwithstanding  the foregoing, nothing contained  in this Article 10 shall
(i) prohibit the Trustee or Holders of Notes from receiving (or require them  to
comply with Section 10.06 hereof with respect to) the Collateral or the proceeds
from  the sale of the Collateral pursuant to the terms of this Indenture and the
Collateral Documents  or prohibit  the  Trustee or  Holders from  applying  such
proceeds  to the  repayment of  the Notes  or any  other obligations  under this
Indenture or the Collateral Documents, (ii) prohibit the Company from making any
payments for the purchase of Notes during the Purchase Period as contemplated by
Section 3.08 hereof or any redemption  of Notes required by Section 3.08,  (iii)
limit,  impair or otherwise affect the  rights hereunder or under the Collateral
Documents of the  Trustee or  any Holder with  respect to  the Collateral,  (iv)
prevent the Trustee or any Holder from exercising any available remedy under the
Collateral Documents upon a Default or Event of Default, or (v) limit, impair or
otherwise  affect the rights hereunder or  under the Collateral Documents of the
Company with  respect  to  the Collateral,  including  without  limitation,  the
Company's  right  to dispose  of Collateral  pursuant to  Article 11  hereof and
repurchase or redeem Notes with the proceeds of any such disposition pursuant to
Section 3.08 hereof.
    
 
   
                                   ARTICLE 11
                            COLLATERAL AND SECURITY
    
 
   
Section 11.01. Pledge Agreement.
    
 
   
     The due and punctual payment of the principal of and interest on the  Notes
when  and as the same  shall be due and payable,  whether on an interest payment
date, at maturity,  by acceleration,  repurchase, redemption  or otherwise,  and
interest  on the overdue principal  of and interest (to  the extent permitted by
law), if any,  on the  Notes and  performance of  all other  obligations of  the
Company  to  the Holders  or the  Trustee  under this  Indenture and  the Notes,
according to the terms hereunder or thereunder, shall be secured as provided  in
the  Pledge Agreement which the Company has entered into simultaneously with the
execution of this Indenture. Each Holder, by its acceptance of a Note,  consents
and  agrees to the terms of the Pledge Agreement (including, without limitation,
the provisions providing for foreclosure and release of Collateral) as the  same
may  be in effect  or may be  amended from time  to time in  accordance with its
terms and  authorizes and  directs  the Trustee  to  enter into  the  Collateral
Documents  and to perform its obligations  and exercise its rights thereunder in
accordance therewith. The Company shall do or cause to be done all such acts and
things as may be necessary or proper, or as may be required by the provisions of
the Collateral Documents,  to assure  and confirm  to the  Trustee the  security
interest  in the Collateral contemplated hereby,  by the Collateral Documents or
any part thereof, as  from time to  time constituted, so as  to render the  same
available  for  the security  and benefit  of  this Indenture  and of  the Notes
secured thereby,  according to  the intent  and purposes  herein expressed.  The
Company  shall take, upon request of the Trustee, any and all actions reasonably
required to cause the Collateral Documents  to create and maintain, as  security
for  the obligations of the Company hereunder, a valid and enforceable perfected
first priority Lien in and on all of the Collateral in favor of the Trustee  for
the  benefit of the  Holders, superior to and  prior to the  rights of all third
    
 
                                       36
 

<PAGE>
   
Persons, subject (as to  proceeds to the extent  a security interest is  granted
therein  pursuant  to the  Pledge  Agreement) to  Section  9-306 of  the Uniform
Commercial Code and (as  to securities or obligations  of HGA or  CooperSurgical
issued after the date hereof that become Collateral pursuant to the terms of the
Pledge  Agreement  or  any Substituted  Joint  Venture Interests  or  money that
becomes Collateral  in the  future  pursuant to  Section  11.03 hereof)  to  the
delivery  of such Collateral to  the Trustee when such  Collateral arises or the
taking of such other  appropriate actions at  such time in  order to create  and
perfect a security interest therein, which actions the Company agrees to take as
promptly as practicable.
    
 
   
Section 11.02. Recording and Opinions.
    
 
   
     (a) The Company, to the extent required by applicable law, shall furnish to
the Trustee  promptly after  the execution  and  delivery  of  this Indenture an
Opinion of Counsel either (i) stating that in the opinion of  such  counsel  all
action has been taken with respect to the recording, registering and  filing  of
this  Indenture,  financing  statements or  other instruments  necessary to make
effective the  Lien intended to be created by the Pledge Agreement, and reciting
the details of  such action,  or (ii)  stating  that, in  the  opinion  of  such
counsel, no such action is necessary to make such Lien effective.
    
 
   
     (b) The Company shall, to the extent required by applicable law, furnish to
the Collateral Agent and the Trustee no  later  than  three  months  after  each
anniversary date of the date of this Indenture, an Opinion of Counsel, dated  as
of such date, either (i)
stating  that, in  the opinion of  such counsel, all  action has been taken with
respect to  the
recording, registering, filing, re-recording, re-registering and refiling of all
supplemental  indentures, financing statements, continuation statements or other
instruments of further  assurance as is  necessary to maintain  the Lien of  the
Pledge  Agreement  and  other Collateral  Documents,  if any,  and  reciting the
details of such action or referring to  prior Opinions of Counsel in which  such
details  are given or (ii) stating that, in the opinion of such counsel, no such
action is necessary to maintain such Lien.
    
 
   
Section 11.03. Disposition of Collateral Without Release.
    
 
   
     (a) So long  as there  is no  Event of Default  and notice  thereof by  the
Trustee  or the Holders, the Company or any of its Subsidiaries, as the case may
be, may without any release or consent by the Trustee or the Holders:
    
 
   
          (i) contribute  the  Pledged  CooperSurgical  Securities  to  a  joint
     venture  (whether in the form of  a partnership, corporation or other legal
     entity), if the Company  substitutes in place of  and in exchange for  such
     Pledged  CooperSurgical  Securities  the  securities  or  other  indicia of
     ownership of the joint venture  received in exchange for such  contribution
     (the  'Substituted Joint Venture Interests'); provided, that the Fair Value
     of such  Substituted Joint  Venture Interests  equals or  exceeds the  Fair
     Value of the Pledged CooperSurgical Securities as of the date of, or a date
     reasonably close to the date of, such contribution;
    
 
   
          (ii)  alternatively  (at  the  option  of  the  Company)  (A)  sell or
     otherwise dispose of the Pledged CooperSurgical Securities, the Substituted
     Joint Venture  Interests or  all  or substantially  all  of the  assets  of
     CooperSurgical,  other than in a transaction that is a pledge or grant of a
     security interest to secure other Indebtedness (which shall be governed  by
     Section  11.03(a)(iii)), if  the Company deposits  with the  Trustee or the
     Paying Agent pursuant  to Section 3.05  hereof an amount  equal to (1)  the
     greater  of $5,000,000 or  one-third of the  Net Proceeds from  the sale or
     other disposition  minus  (2)  the  aggregate  principal  amount  of  Notes
     previously  purchased  or  redeemed by  the  Company and  delivered  to the
     Trustee for cancellation or  (B) sell or otherwise  dispose of the  Pledged
     CooperSurgical  Securities, the Substituted Joint  Venture Interests or all
     or substantially  all of  the assets  of CooperSurgical,  other than  in  a
     transaction  that is  a pledge  or grant of  a security  interest to secure
     other Indebtedness (which shall be  governed by Section 11.03(a)(iii)),  if
     the  Company delivers to  the Trustee an  amount of money  as Collateral in
     place of and in exchange for the released Pledged CooperSurgical Securities
     or the Substituted Joint Venture Interests  which amount of money shall  be
     equal  to (1) the greater  of $5,000,000 or one-third  of such Net Proceeds
     minus (2) the aggregate principal  amount of Notes previously purchased  or
     redeemed by the Company and delivered to the Trustee for cancellation; or
    
 
                                       37
 

<PAGE>
   
          (iii)  alternatively (at  the option  of the  Company) (A)  pledge the
     Pledged  CooperSurgical  Securities  or   the  Substituted  Joint   Venture
     Interests  as collateral to secure other Indebtedness or incur Indebtedness
     secured by all or substantially all of the assets of CooperSurgical, if the
     Company deposits with the Trustee or  the Paying Agent pursuant to  Section
     3.05  hereof an  amount equal to  $5,000,000 minus  the aggregate principal
     amount of  Notes  previously  purchased  or redeemed  by  the  Company  and
     delivered  to  the  Trustee  for cancellation  or  (B)  pledge  the Pledged
     CooperSurgical Securities  or the  Substituted Joint  Venture Interests  as
     collateral  to secure other  Indebtedness or incur  Indebtedness secured by
     all or substantially all  of the assets of  CooperSurgical, if the  Company
     delivers an amount of money to the Trustee as Collateral in place of and in
     exchange   for  the  released  Pledged  CooperSurgical  Securities  or  the
     Substituted Joint Venture Interests which amount of money shall be equal to
     $5,000,000  minus  the  aggregate  principal  amount  of  Notes  previously
     purchased  or  redeemed by  the Company  and delivered  to the  Trustee for
     cancellation.
    
 
   
     (b) No transaction permitted by subsections  (i), (ii) or (iii) of  Section
11.03(a)  shall require any written or oral release by or consent of the Trustee
or the Holders. Nevertheless, upon the  request of the Company and the  delivery
by the Company to the Trustee of
    
 
   
          (i)  an Officers' Certificate  certifying that no  Default or Event of
     Default has occurred and is continuing and that the Pledged  CooperSurgical
     Securities have been or are intended to be contributed, or that the Pledged
     CooperSurgical  Securities, the Substituted Joint  Venture Interests or all
     or substantially  all of  the assets  of CooperSurgical  have been  or  are
     intended   to  be  sold  or  otherwise  disposed  of  or  pledged  or  that
     Indebtedness  secured  by  all  or  substantially  all  of  the  assets  of
     CooperSurgical  has been  or is  intended to  be incurred,  describing such
     transaction and  stating  the  applicable subsection  of  Section  11.03(a)
     pursuant  to which such transaction has been or is intended to be made, and
     that the  conditions set  forth  in the  applicable subsection  of  Section
     11.03(a)  have been,  or simultaneously  with or  immediately following the
     delivery by the  Trustee of  the Pledged CooperSurgical  Securities or  the
     Substituted  Joint Venture Interests pursuant to this Section 11.03(b) will
     be, satisfied, and
    
 
   
          (ii) in  the case  of  subsections Section  11.03(a)(i) only,  (A)  an
     Appraisal as to the Fair Value of the Pledged CooperSurgical Securities and
     the  Substituted  Joint Venture  Interests and  (B)  an Opinion  of Counsel
     stating that,  in  the  opinion  of  such  counsel,  subject  to  customary
     assumptions,   exclusions  and  exceptions  reasonably  acceptable  to  the
     Trustee, either (1) all such instruments  and documents have been duly  and
     validly  executed and delivered and have been properly recorded, registered
     and filed and all  such other action  has been taken, in  each case to  the
     extent necessary to make effective the security interest in the Substituted
     Joint  Venture Interests to  be substituted for  the Pledged CooperSurgical
     Securities to  be released,  and reciting  the details  of such  action  or
     referring  to prior Opinions of Counsel in  which such details are given or
     (2) no  such action  is necessary  to make  the security  interest in  such
     Substituted Joint Venture Interests effective,
    
 
   
the  Trustee shall deliver to the Company or upon its order (x) in the case of a
transaction  pursuant  to  Section   11.03(a)(i),  any  Pledged   CooperSurgical
Securities contributed pursuant to such Section 11.03(a)(i), and (y) in the case
of  a transaction pursuant to Section  11.03(a)(ii) or 11.03(a)(iii), all of the
Pledged CooperSurgical Securities  or Substituted Joint  Venture Interests  that
are  in its possession and shall execute and  deliver to the Company or upon its
order such  releases or  other  documents, certificates  or instruments  as  the
Company  may  reasonably request  to evidence  the termination  of the  Lien and
security interest or  the release  of such Collateral  and the  Company and  any
transferee  or pledgee of such Collateral shall be entitled to rely conclusively
on such release or other document, certificate or instrument.
    
 
   
     (c) In  addition to  the right  of the  Company to  engage in  transactions
pursuant  to  Section 11.03(a),  the  Company may,  without  any consent  by the
Trustee or the Holders, sell or otherwise dispose of, or obtain the release  of,
any  or all of the  Collateral or sell, lease,  transfer or otherwise dispose of
all or substantially all of the assets of HGA or CooperSurgical, if the  Company
deposits  with the Trustee or  Paying Agent money sufficient  to pay pursuant to
Section 3.07 hereof the redemption price  of and accrued and unpaid interest  on
all  Notes then  outstanding and  furnishes a  notice of  redemption pursuant to
Section 3.01 hereof; provided, however, that, in addition, the Company may sell,
lease,
    
 
                                       38
 

<PAGE>
   
transfer or otherwise  dispose of  any or all  of the  assets of  CooperSurgical
without  restriction after  the Pledged  CooperSurgical Securities  are released
from the  security interest  created by  the Pledge  Agreement pursuant  to  any
provision  of this Article 11. Simultaneously with the deposit of such money and
the delivery by the Company to the Trustee of an Officers' Certificate complying
with Section 3.01 hereof, the Trustee shall  deliver to the Company or upon  its
order  all of the Collateral in its  possession and shall execute and deliver to
the Company or upon its order such releases or other documents, certificates  or
instruments as the Company may reasonably request to evidence the termination of
the Lien and security interest or the release of such Collateral and the Company
and any transferee of any such Collateral shall be entitled to rely conclusively
on such release or other document, certificate or instrument.
    
 
   
Section 11.04. Release of Collateral Upon Satisfaction of HGA Consolidated Cash
Flow Test.
    
 
   
     (a)  Subject to subsection (b) of this Section 11.04 and Section 11.06, the
Pledged CooperSurgical Securities or the Substituted Joint Venture Interests  or
any  money substituted as Collateral in place of and in exchange for the Pledged
CooperSurgical   Securities    pursuant    to   Section    11.03(a)(ii)(B)    or
11.03(a)(iii)(B)  shall be  released from the  security interest  created by the
Pledge Agreement upon the end of  any eight full consecutive fiscal quarters  of
the  Company  if (i)  (A) the  difference  between (1)  the product  obtained by
multiplying (a) the sum of the amounts of Consolidated Cash Flow of HGA and  its
Subsidiaries for each of such eight consecutive fiscal quarters divided by eight
and  multiplied by four by (b) 7.0  and (2) the aggregate amount of Indebtedness
of HGA and its Subsidiaries  (other than Indebtedness to  the Company or any  of
its  Subsidiaries) outstanding as of the last  day of such eighth fiscal quarter
equals or exceeds (B) an amount equal to 115% of the aggregate principal  amount
of  the Notes outstanding as  of the last day of  such eighth fiscal quarter and
(ii) (A) the difference between (1) the product obtained by multiplying (a)  the
sum  of the amounts  of Consolidated Cash  Flow of HGA  and its Subsidiaries for
each of the last four of such  eight consecutive fiscal quarters by (b) 7.0  and
(2) the aggregate amount of Indebtedness of HGA and its Subsidiaries (other than
Indebtedness  to the Company or  any of its Subsidiaries)  outstanding as of the
last day of such eighth fiscal quarter equals or exceeds (B) an amount equal  to
115%  of the aggregate principal amount of  the Notes outstanding as of the last
day of such eighth fiscal quarter; provided, however, that the Trustee shall not
release any  Lien  or  security  interest on  any  Collateral  pursuant  to  the
foregoing  unless and until it shall have received from the Company an Officers'
Certificate certifying that the conditions  precedent set forth in this  Section
11.04(a)  have  been  satisfied  (referred  to in  this  Indenture  as  the 'HGA
Consolidated Cash Flow Test') and such other documents required by Section 11.06
hereof. Upon compliance with the above provisions, the Trustee shall deliver  to
the  Company  the Pledged  CooperSurgical Securities  or  any other  Property so
released that is in its possession and shall execute, deliver or acknowledge any
necessary or  proper  instruments of  termination,  satisfaction or  release  to
evidence the release of such Collateral.
    
 
   
     (b)  At any time when a Default or Event of Default shall have occurred and
be continuing and the maturity of the Notes shall have been accelerated (whether
by declaration or otherwise)  and the Trustee shall  have delivered a notice  of
acceleration  to the Company, the Company shall  not be permitted to request the
release of the Collateral pursuant to this Section 11.04.
    
 
   
Section 11.05. Trust Indenture Act Requirements.
    
 
   
     The release of any Collateral from the Liens created by this Indenture  and
the  Collateral Documents shall not be deemed  to impair the security under this
Indenture in contravention  of the provisions  hereof if and  to the extent  the
Collateral or Liens are released pursuant to the terms of this Indenture and the
Collateral  Documents. To  the extent  applicable, the  Company shall  cause TIA
SECTION 314(d) to be complied with.  Any certificate or opinion required by  TIA
SECTION  314(d) may be made  by an Officer of the  Company except in cases where
TIA SECTION  314(d) requires  that such  certificate or  opinion be  made by  an
independent person.
    
 
                                       39
 

<PAGE>
   
Section 11.06. Authorization of Actions to Be Taken by the Trustee Under the
               Pledge Agreement.
    
   
     Subject to the provisions of Section 7.01 and 7.02 hereof, the Trustee may,
in  its sole discretion and without the  consent of the Holders take all actions
it deems necessary or appropriate  in order to (a) enforce  any of the terms  of
the  Pledge Agreement and (b) collect and receive any and all amounts payable in
respect of the  obligations of  the Company  hereunder. The  Trustee shall  have
power  to  institute and  maintain such  suits  and proceedings  as it  may deem
expedient to prevent any impairment  of the Collateral by  any acts that may  be
unlawful  or in violation  of the Pledge  Agreement or this  Indenture, and such
suits and proceedings as the Trustee  may deem expedient to preserve or  protect
its  interests and  the interests  of the  Holders in  the Collateral (including
power to institute and maintain suits or proceedings to restrain the enforcement
of or compliance with any legislative  or other governmental enactment, rule  or
order  that may be unconstitutional or  otherwise invalid if the enforcement of,
or compliance with,  such enactment,  rule or  order would  impair the  security
interest  hereunder  and under  the Pledge  Agreement or  be prejudicial  to the
interests of the Holders or of the Trustee).
    
 
   
Section 11.07. Authorization of Receipt of Funds by the Trustee Under the Pledge
Agreement.
    
   
     The Trustee  is authorized  to receive  any funds  for the  benefit of  the
Holders   distributed  under   the  Pledge   Agreement,  and   to  make  further
distributions of such funds to the  Holders according to the provisions of  this
Indenture.
    
 
   
SECTION 11.08. TERMINATION OF SECURITY INTEREST.
    
   
     Upon  the payment  in full  of all  obligations of  the Company  under this
Indenture and  the Notes,  the Trustee  shall, at  the request  of the  Company,
release  the Liens pursuant  to the terms  of this Indenture  and the Collateral
Documents.
    
 
   
Section 11.09. Cooperation of Trustee.
    
   
     In the event that the Company substitutes Collateral or pledges  additional
Property  as Collateral pursuant to this Article 11, the Trustee shall cooperate
with the  Company  in reasonably  and  promptly agreeing  to  the form  of,  and
executing  as required, any instruments or documents necessary to make effective
the security interest in the  Property to be so  substituted or pledged. To  the
extent  practicable, the terms of any  security agreement or other instrument or
document necessitated by any such substitution or pledge shall be comparable  to
the provisions of the Pledge Agreement, including, but not limited to, Section 6
thereof.  Subject to, and in accordance with the requirements of this Article 11
and the terms of the Pledge Agreement, in the event that the Company engages  in
any  transaction pursuant to Section 11.03, the Trustee shall cooperate with the
Company  in  order  to  facilitate  such  transaction  in  accordance  with  any
reasonable  time schedule proposed  by the Company,  including by delivering and
releasing the Collateral in a prompt and reasonable manner.
    
 
   
                                   ARTICLE 12
                                 MISCELLANEOUS
    
 
   
Section 12.01. Trust Indenture Act Controls.
    
     If any provision of this Indenture limits, qualifies or conflicts with  the
duties imposed by TIA SECTION 318(c), the imposed duties shall control.
 
   
Section 12.02. Notices.
    
     Any  notice or communication by the Company or the Trustee to the others is
duly given if in writing and delivered  in person or mailed by first class  mail
(registered  or  certified,  return  receipt  requested),  telex,  telecopier or
overnight air courier guaranteeing next day delivery, to the others' address:
 
                                       40
 

<PAGE>
        If to the Company:
 
           The Cooper Companies, Inc.
           One Bridge Plaza, 6th Floor
           Fort Lee, New Jersey 07024
           Telecopier No.: (201) 585-5355
           Attention: Robert S. Holcombe, Esq.
 
        With a copy to:
 
           Latham & Watkins
           885 Third Avenue
           New York, New York 10022
           Telecopier No.: (212) 751-4864
           Attention: Samuel A. Fishman, Esq.
 
        If to the Trustee:
 
   
           IBJ Schroder Bank & Trust Company
           One State Street
           New York, New York 10004
           Telecopier No.: (212) 858-2952
           Attention: Corporate Trust Administration
    
 
        With a copy to:
 
   
           Whitman Breed Abbott & Morgan
           200 Park Avenue
           New York, New York 10166
           Telecopier No.: (212) 351-3131
           Attention: Hollace T. Cohen, Esq.
    
 
     The Company  or  the  Trustee,  by  notice  to  the  others  may  designate
additional or different addresses for subsequent notices or communications.
 
     All  notices and communications (other than those sent to Holders of Notes)
shall be deemed  to have  been duly  given: at the  time delivered  by hand,  if
personally  delivered; five  Business Days  after being  deposited in  the mail,
postage prepaid,  if  mailed;  when  answered back,  if  telexed;  when  receipt
acknowledged,  if telecopied; and the next Business Day after timely delivery to
the courier, if sent by overnight air courier guaranteeing next day delivery.
 
     Any notice or communication to  a Holder of a Note  shall be mailed by  (i)
first  class mail,  certified or registered,  return receipt  requested, or (ii)
overnight air courier guaranteeing next day delivery to its address shown on the
register kept by  the Registrar. Any  notice or communication  shall also be  so
mailed  to any Person described in TIA SECTION 313(c), to the extent required by
the TIA. Failure to mail a notice or communication to a Holder of a Note or  any
defect  in it shall not affect its  sufficiency with respect to other Holders of
Notes.
 
     If a notice or communication is mailed in the manner provided above  within
the time prescribed, it is duly given, whether or not the addressee receives it.
 
     If  the Company  mails a  notice or communication  to Holders  of Notes, it
shall mail a copy to the Trustee and each Agent at the same time.
 
   
Section 12.03. Communication by Holders of Notes with Other Holders of Notes.
    
 
     Holders of the Notes  may communicate pursuant to  TIA SECTION 312(b)  with
other  Holders of Notes with respect to their rights under this Indenture or the
Notes. The Company, the  Trustee, the Registrar and  anyone else shall have  the
protection of TIA SECTION 312(c).
 
                                       41
 

<PAGE>
   
Section 12.04. 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  in  form  and  substance   reasonably
     satisfactory  to the Trustee (which shall  include the statements set forth
     in Section 12.05 hereof) stating that,  in the opinion of the signers,  all
     conditions  precedent and covenants, if any, provided for in this Indenture
     relating to the proposed action have been satisfied; and
    
 
   
          (b)  an  Opinion   of  Counsel  in   form  and  substance   reasonably
     satisfactory  to the Trustee (which shall  include the statements set forth
     in Section 12.05 hereof) stating that, in the opinion of such counsel,  all
     such conditions precedent and covenants have been satisfied.
    
 
   
Section 12.05. 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 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
     satisfied; and
 
          (d)  a statement as to whether or  not, in the opinion of such person,
     such condition or covenant has been satisfied.
 
   
Section 12.06. Rules by Trustee and Agents.
    
 
     The Trustee may  make reasonable rules  for action  by or at  a meeting  of
Holders  of Notes. The Registrar  or Paying Agent may  make reasonable rules and
set reasonable requirements for its functions.
 
   
Section 12.07. No Personal Liability of Directors, Officers, Employees and
Stockholders
    
 
   
     No director, officer, employee, incorporator or stockholder of the Company,
as such, shall have any liability for  any obligations of the Company under  the
Notes , this Indenture or any of the Collateral Documents or for any claim based
on,  in respect of,  or by reason  of, such obligations  or their creation. Each
Holder of the Notes by accepting a Note waives and releases all such  liability.
The  waiver and release are part of the consideration for issuance of the Notes.
Such waiver  may  not  be  effective to  waive  liabilities  under  the  federal
securities  laws and it  is the view  of the SEC  that such a  waiver is against
public policy.
    
 
   
Section 12.08. Governing Law.
    
 
     This Indenture shall be  governed by and construed  in accordance with  the
laws  of  the  State  of  New  York, without  reference  to  its  choice  of law
principles.
 
   
Section 12.09. No Adverse Interpretation of Other Agreements.
    
 
     This Indenture may not be used to interpret another indenture, loan or debt
agreement of the Company or its  Subsidiaries. Any such indenture, loan or  debt
agreement may not be used to interpret this Indenture.
 
                                       42
 

<PAGE>
   
Section 12.10. Successors.
    
     All  agreements of the Company  in this Indenture and  the Notes shall bind
its successors. All agreements of the  Trustee in this Indenture shall bind  its
successor.
 
   
Section 12.11. Severability.
    
     In  case any provision in this Indenture  or in the Notes shall be invalid,
illegal or  unenforceable,  the validity,  legality  and enforceability  of  the
remaining provisions shall not in any way be affected or impaired thereby.
 
   
Section 12.12. Counterpart Originals.
    
     The  parties may sign any  number of copies of  this Indenture. Each signed
copy shall be an  original, but all  of them together  shall represent the  same
agreement.
 
   
Section 12.13. Table of Contents, Headings, etc.
    
     The  Table of Contents, Cross-Reference Table  and Headings of the Articles
and Sections of this Indenture have  been inserted for convenience of  reference
only,  are not to  be considered a  part of this  Indenture and shall  in no way
modify or restrict any of the terms or provisions hereof.
 
                                       43
 

<PAGE>
                                   SIGNATURES
 

<TABLE>
<S>                                                       <C>
Dated as of January 6, 1994                               THE COOPER COMPANIES, INC.
                                                                 ROBERT S. WEISS
                                                          BY:  ...................................................
                                                          NAME:  ROBERT S. WEISS
                                                          TITLE: Sr. Vice President, Treasurer and
                                                                 Chief Financial Officer
Attest:
       MARISA F. JACOBS
 .......................................................  (SEAL)
Dated as of January 6, 1994                               IBJ SCHRODER BANK & TRUST COMPANY
                                                                      as Trustee

                                                                 NANCY R. BESSE
                                                          By:  ...................................................
                                                          NAME:  NANCY R. BESSE
                                                          TITLE: Vice President
Attest:                                                   (SEAL)
      THOMAS J. BOGERT
 .......................................................
</TABLE>

 
                                       44
 

<PAGE>
                                                                       EXHIBIT A
 
                                 (Face of Note)
 
   
                      10% Senior Subordinated Secured Note
                                    due 2003
    
 
No.                                           $____________
 
                           THE COOPER COMPANIES, INC.
 
promises to pay to
______________________________
or its registered assigns
the principal sum of
Dollars on June 1, 2003.
 
   
Interest Payment Dates: March 1, June 1, September 1, and December 1, commencing
March 1, 1994.
    
   
Record Dates: February 15, May 15, August 15, and November 15 (whether or not  a
Business Day).
    
                                          Dated: ____________ ___, _______.
                                          THE COOPER COMPANIES, INC.
 
                                          By: __________________________________
                                            Name:
                                            Title:
 
                                          By: __________________________________
                                            Name:
                                            Title:
 
                                               (SEAL)
 
This is one of the Notes
referred to in the within-
mentioned Indenture:
 
IBJ SCHRODER BANK & TRUST COMPANY, AS
TRUSTEE
BY: __________________________________
 
           AUTHORIZED SIGNATURE
 
   
                                 (Back of Note)
                      10% Senior Subordinated Secured Note
                                    due 2003
    
 
   
     Capitalized  terms used  herein have the  meanings assigned to  them in the
Indenture (as defined below) unless otherwise indicated.
    
 
   
     1. Interest.  The  Cooper  Companies, Inc.,  a  Delaware  corporation  (the
'Company'), promises to pay interest on the principal amount of this Note at the
rate  and in the manner  specified below. The Company  shall pay interest on the
principal amount of this Note at the rate per annum of 10%. The Company will pay
interest quarterly on March 1, June 1, September 1 and December 1 of each  year,
commencing  March 1, 1994, or if any such day  is not a Business Day on the next
succeeding Business
    
 
                                      A-1
 

<PAGE>
   
Day (each an 'Interest Payment Date'). Interest will be computed on the basis of
a 360-day year consisting  of twelve 30-day months.  Interest shall accrue  from
the most recent date to which interest has been paid or, if no interest has been
paid,  from  September 1,  1993. To  the  extent lawful,  the Company  shall pay
interest on overdue principal at the interest rate borne by the Notes; it  shall
pay  interest  on  overdue  installments  of  interest  (without  regard  to any
applicable grace periods) at the same rate to the extent lawful.
    

     2. Method of Payment.  The Company will pay  interest on the Notes  (except
defaulted  interest) to the Persons  who are registered Holders  of Notes at the
close of business on the record  date next preceding the Interest Payment  Date,
even  if such Notes are  cancelled after such record date  and on or before such
Interest Payment Date. The  Holder hereof must surrender  this Note to a  Paying
Agent to collect principal payments. The Company will pay principal and interest
in  money of the United States  that at the time of  payment is legal tender for
payment of  public and  private debts.  The Notes  will be  payable both  as  to
principal  and interest at  the office or  agency of the  Company maintained for
such purpose or, at the option of  the Company, payment of interest may be  made
by  check mailed to the Holders of Notes at their respective addresses set forth
in the register of Holders of Notes.
 
     3. Paying Agent and  Registrar. Initially, the Trustee  will act as  Paying
Agent  and  Registrar. The  Company may  change any  Paying Agent,  Registrar or
co-registrar without prior notice to any Holder  of a Note. The Company may  act
in any such capacity.
 
   
     4.  Indenture. The Company issued the Notes under an Indenture, dated as of
January 6, 1994 (the 'Indenture'), between the Company and the Trustee.
The terms of the
Notes include those stated in the Indenture and those made part of the Indenture
by  reference to the  Trust Indenture Act  of 1939 (15  U.S. Code SECTION
77aaa-77bbbb) as in effect on the date  of the Indenture. The Notes are  subject
to  all such terms, and Holders of Notes  are referred to the Indenture and such
act for a statement of such terms.  The terms of the Indenture shall govern  any
inconsistencies  between  the Indenture  and the  Notes.  The Notes  are general
obligations of  the Company  limited to  an aggregate  principal amount  not  to
exceed  $21,875,000  plus such  additional aggregate  principal amount  of Notes
issued as a result of rounding pursuant to the terms of the Exchange Offer.
    
 
   
     5. Collateral.  In order  to secure  the due  and punctual  payment of  the
principal  of and interest  on the Notes when  and as the same  shall be due and
payable, in  accordance with  the terms  of  the Notes  and the  Indenture,  the
Company has granted security interests in the Collateral, to the Trustee for the
benefit  of the Holders. Each Holder, by accepting a Note, agrees to be bound to
all of the terms and provisions of the Collateral Documents, as the same may  be
amended  from  time to  time. The  Trustee  and each  Holder acknowledge  that a
release of any  of the  Collateral or  Liens in  accordance with  the terms  and
provisions of the Collateral Documents and the Indenture shall not be deemed for
any purpose to impair the security under the Indenture.
    
 
   
     6.  Optional Redemption.  The Company shall  have the option  to redeem the
Notes, at any time, in whole or in part, upon not less than 30 nor more than  60
days'  notice, at a  redemption price equal  to 100% of  their principal amount,
plus accrued and unpaid interest thereon to the applicable redemption date.
    
 
   
     7. Mandatory  Redemption.  The  Company  shall be  required  to  redeem  or
purchase  the Notes or  a portion thereof  in connection with  the sale or other
disposition or pledge of certain of the Collateral or the incurrence of  certain
specified Indebtedness upon the terms and subject to the conditions set forth in
the Indenture.
    
 
   
     8.  Notice of Redemption. Notice of redemption  shall be mailed at least 30
days but not more than 60 days  before the redemption date to each Holder  whose
Notes  are to be  redeemed at its  registered address. Notes  may be redeemed in
part but only in whole  multiples of $1,000, unless all  of the Notes held by  a
Holder  of Notes are to be redeemed.  On and after the redemption date, interest
ceases to accrue on Notes or portions of them called for redemption.
    
 
   
     9. Change of Control  Offer. If at  any time after  the Board of  Directors
shall  have become aware (whether by public filings or otherwise) of a Change of
Control (as defined in the Indenture),  then the Company shall, within 30  days,
make  a Change of Control Offer to all Holders to purchase 100% of the principal
amount of Notes outstanding as of such date at a purchase price equal to 100% of
the
    
 
                                      A-2
 

<PAGE>
   
principal amount  thereof  plus accrued  and  unpaid  interest to  the  date  of
purchase.  The Change of Control Offer shall  remain open for a period of twenty
business days following  its commencement and  no longer, except  to the  extent
that  a longer period is required by applicable law. No later than five business
days after the  termination of  the Change of  Control Offer  the Company  shall
purchase all Notes tendered in response to the Change of Control Offer.
    
 
   
     10.  Subordination. The Notes are subordinated to Senior Debt, which is all
Debt (present or future) created, incurred, assumed or guaranteed by the Company
(and all  renewals, extensions  or refundings  thereof), unless  the  instrument
under  which such  Debt is  created, incurred,  assumed or  guaranteed expressly
provides that such Debt  is not senior  or superior in right  of payment to  the
Notes.  Notwithstanding anything to  the contrary in  the foregoing, Senior Debt
shall not include (i)  any Debt of  the Company to any  of its Subsidiaries  and
(ii)  the Old Debentures. Debt is  any indebtedness, contingent or otherwise, in
respect of borrowed money (whether or not  the recourse of the lender is to  the
whole  of the assets of the Company or  only to a portion thereof), or evidenced
by bonds, notes,  debentures or  similar instruments  or letters  of credit,  or
representing  the  balance deferred  and  unpaid of  the  purchase price  of any
Property or interest therein, except any  such balance that constitutes a  trade
payable, if and to the extent such indebtedness would appear as a liability upon
a  balance sheet of the  Company prepared on a  consolidated basis in accordance
with GAAP. To the extent  provided in the Indenture,  Senior Debt must be  paid.
The  Company  agrees,  and  each  Holder by  accepting  a  Note  agrees,  to the
subordination and authorizes the Trustee to give it effect.
    
 
   
     11. Denominations, Transfer,  Exchange. The  Notes are  in registered  form
without coupons in denominations of $1,000 and integral multiples of $1,000. The
transfer  of Notes may be  registered and Notes may  be exchanged as provided in
the Indenture. The Registrar  and the Trustee  may require a  Holder of a  Note,
among  other things, to furnish  appropriate endorsements and transfer documents
and to pay any taxes and fees required by law or permitted by the Indenture. The
Registrar need not exchange or register the transfer of any Note or portion of a
Note selected  for  redemption. Also,  it  need  not exchange  or  register  the
transfer  of any Notes for a period of 15 days before a selection of Notes to be
redeemed.
    
 
   
     12. Persons Deemed  Owners. Prior  to due  presentment to  the Trustee  for
registration  of  the transfer  of this  Note,  the Trustee,  any Agent  and the
Company may deem and treat the Person  in whose name this Note is registered  as
its  absolute owner for  the purpose of  receiving payment of  principal of, and
interest on, this  Note and for  all other purposes  whatsoever, whether or  not
this  Note is overdue, and neither the  Trustee, any Agent nor the Company shall
be affected by notice to the contrary. The registered Holder of a Note shall  be
treated as its owner for all purposes.
    
 
   
     13.  Amendments, Supplement and Waivers. Subject to certain exceptions, the
Indenture , the Notes or the Collateral Documents may be amended or supplemented
with the consent of the  Holders of at least  a majority in aggregate  principal
amount  of the  then outstanding Notes,  and any existing  default or compliance
with any provision of the Indenture , the Notes or the Collateral Documents  may
be  waived with the consent of the Holders  of a majority in principal amount of
the then outstanding Notes.  Without the consent  of any Holder  of a Note,  the
Indenture , the Notes or the Collateral Documents may be amended or supplemented
to  cure any ambiguity,  defect or inconsistency,  to provide for uncertificated
Notes in addition to or in place of certificated Notes, to make any change  that
would  provide any additional rights or benefits  to the Holders of the Notes or
that does not adversely affect the legal rights under the Indenture of any  such
Holder,  or to  comply with the  requirements of the  SEC in order  to effect or
maintain the qualification of the Indenture under the TIA.
    
 
   
     14. Defaults and Remedies. Events of  Default include: default for 30  days
in  the payment when due of interest on  the Notes (whether or not prohibited by
the subordination provisions of the Indenture); default in payment of  principal
of  the Notes (whether or not prohibited  by the subordination provisions of the
Indenture) when due and payable at maturity, upon repurchase under Section  4.13
of the Indenture, upon redemption or otherwise; failure by the Company to comply
with  other  agreements  in the  Indenture  ,  the Notes  or  in  the Collateral
Documents which failure continues for the period and after the notice  specified
in  the Indenture;  default under  any mortgage,  indenture or  other instrument
under which there may be  issued or by which there  may be secured or  evidenced
any Indebtedness for money borrowed by the Company, HGA or any Subsidiary of HGA
or, unless and until the Pledged
    
 
                                      A-3
 

<PAGE>
   
CooperSurgical Securities are released from the security interest created by the
Pledge  Agreement, CooperSurgical  or any  Subsidiary of  CooperSurgical (or the
payment of which is guaranteed by the Company, HGA or any Subsidiary of HGA  or,
unless  and until  the Pledged CooperSurgical  Securities are  released from the
security interest  created  by  the  Pledge  Agreement,  CooperSurgical  or  any
Subsidiary of CooperSurgical) whether such Indebtedness or guarantee now exists,
or  is created  after the date  of the  Indenture, which default  results in the
acceleration of  such  Indebtedness prior  to  its express   maturity   and  the
principal  amount of  any such  Indebtedness aggregates  $5,000,000 or  more (or
$1,500,000 or more if such Indebtedness being accelerated was incurred  pursuant
to  clause  (c),  (d) or  (g)  of the  last  paragraph  of Section  4.07  of the
Indenture); a final  judgment or final  judgments for the  payment of money  are
entered  by a court or  courts of competent jurisdiction  against the Company or
any Subsidiary of the Company which  judgment remains undischarged for a  period
(during  which execution shall not be  effectively stayed) of 30 days; provided,
that the aggregate of all such judgments exceeds $5,000,000; and certain  events
of  bankruptcy or insolvency with respect to the Company. If an Event of Default
(other than an  Event of  Default relating to  certain events  of bankruptcy  or
insolvency with respect to the Company) occurs and is continuing, the Trustee or
the  Holders  of  at  least  25%  in  aggregate  principal  amount  of  the then
outstanding Notes may declare all the  Notes to be due and payable  immediately.
Notwithstanding  the foregoing, in the case of  an Event of Default arising from
certain events of bankruptcy  or insolvency, all  outstanding Notes will  become
due  and payable without further action or  notice. Holders of the Notes may not
enforce the Indenture or the Notes except as provided in the Indenture.  Subject
to  certain limitations, Holders of a  majority in aggregate principal amount of
the then outstanding Notes may direct the  Trustee in its exercise of any  trust
or  power. The  Trustee may  withhold from  Holders of  the Notes  notice of any
continuing Default or  Event of Default  (except a Default  or Event of  Default
relating  to  the  payment  of  principal or  interest)  if  it  determines that
withholding notice is in their interest. The Holders of a majority in  aggregate
principal  amount of the Notes then outstanding  by notice to the Trustee may on
behalf of the Holders of all of the Notes waive any existing Default or Event of
Default and its consequences under the Indenture except a continuing Default  or
Event  of Default in the payment of interest on, or the principal of, the Notes.
The Company is required to deliver to the Trustee annually a statement regarding
compliance with the Indenture, and the  Company is required upon becoming  aware
of  any  Default or  Event of  Default, to  deliver to  the Trustee  a statement
specifying such Default or Event of Default.
    
 
   
     15. Trustee Dealings with Company. The Trustee under the Indenture, in  its
individual  or any other capacity, may make  loans to, accept deposits from, and
perform services for the Company or its Affiliates, and may otherwise deal  with
the  Company  or its  Affiliates, as  if it  were not  Trustee; however,  if the
Trustee acquires any conflicting interest it must eliminate such conflict within
90 days, apply to the SEC for permission to continue as Trustee or resign.
    
 
   
     16.  No   Personal  Liabilities   of  Directors,   Officers,  Employees   &
Stockholders.  No director,  officer, employee,  agent, manager,  stockholder or
other Affiliate of the Company shall  have any liability for any obligations  of
the  Company under the Notes, the Indenture,  or any of the Collateral Documents
or for any claim  based on, in respect  of or by reason  of such obligations  or
their  creation. Each Holder of  a Note by accepting  a Note waives and releases
all such liability. The waiver and release are part of the consideration for the
issuance of the  Notes. Such waiver  may not be  effective to waive  liabilities
under  the federal securities  laws and it  is the view  of the SEC  that such a
waiver is against public policy.
    
 
   
     17. Authentication. This Note shall not be valid until authenticated by the
manual signature of the Trustee or an authenticating agent.
    
 
   
     18. Abbreviations. Customary  abbreviations may be  used in the  name of  a
Holder of a Note or an assignee, such as: TEN COM (= tenants in common), TEN ENT
(=  tenants  by  the  entireties),  JT  TEN  (=  joint  tenants  with  right  of
survivorship and not as tenants in  common), CUST (= Custodian), and U/G/M/A  (=
Uniform Gifts to Minors Act).
    
 
   
     19.  CUSIP  Numbers.  Pursuant  to  a  recommendation  promulgated  by  the
Committee on  Uniform Note  Identification Procedures,  the Company  has  caused
CUSIP  numbers to be  printed on the Notes  and has directed  the Trustee to use
CUSIP numbers in notices of redemption as a convenience to Holders of Notes.  No
representation  is made as to the accuracy  of such numbers either as printed on
    
 
                                      A-4
 

<PAGE>
the Notes or as contained in any notice of redemption and reliance may be placed
only on the other identification numbers placed thereon.
 
   
     The Company will furnish to any Holder  of a Note upon written request  and
without  charge a copy of the Indenture and/or the Pledge Agreement. Request may
be made to:
    
 
                  The Cooper Companies, Inc.
                  One Bridge Plaza, 6th Floor
                  Fort Lee, New Jersey 07024
                  Telecopier No.: (201) 585-5355
                  Attention: Corporate Secretary
 
                                ASSIGNMENT FORM
 
  To assign this Note, fill in the form below: (I) or (we) assign and transfer
                                  this Note to
- --------------------------------------------------------------------------------
 
                 (Insert assignee's soc. sec. or tax I.D. no.)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
             (Print or type assignee's name, address and zip code)
 
and irrevocably appoint ________________________________________________________
agent to  transfer  this  Note on  the  books  of the  Company.  The  agent  may
substitute another to act for him.
 
Date:
- ------------------------------
 
                                          Your Signature: ______________________
                                          (Sign exactly as your name appears on
                                          the face of this Note)
 
Signature Guarantee.
 
                                      A-5
 

<PAGE>
                       OPTION OF HOLDER TO ELECT PURCHASE
 
   
     If  you want to elect to have all or any part of this Note purchased by the
Company pursuant to Section 4.13 of the Indenture check the box:
    
 
   
                                [ ] Section 4.13
    
 
   
     If you want to have only part of the Note purchased by the Company pursuant
to Section 4.13 of the Indenture, state the amount you elect to have purchased:
    
 
$ ______________________________
 
Date: ________________________
 
                                          Your Signature: ______________________
 
                                          (Sign exactly as your name appears on
                                          the face of this Note)
 
Signature Guarantee.
 
 
                                      A-6




<PAGE>
                                                                  EXECUTION COPY
 
                                PLEDGE AGREEMENT
 
     THIS PLEDGE AGREEMENT (this 'Pledge Agreement') is made and entered into as
of January 6, 1994 by THE COOPER COMPANIES, INC., a Delaware corporation, having
its  principal office at One Bridge Plaza, 6th Floor, Fort Lee, New Jersey 07024
(the 'Pledgor'), in favor of IBJ SCHRODER BANK & TRUST COMPANY, having an office
at One State Street, New  York, New York 10004,  as trustee (the 'Trustee')  for
the holders (the 'Holders') of the Notes (as defined herein).
 
                                  WITNESSETH:
 
     WHEREAS,  the  Pledgor  and  the Trustee  have  entered  into  that certain
indenture dated as  of January 6,  1994 (as amended,  restated, supplemented  or
otherwise  modified from time  to time, the 'Indenture'),  pursuant to which the
Pledgor is issuing on the date hereof its 10% Senior Subordinated Secured  Notes
due 2003 (the 'Notes'). Capitalized terms used herein or in the Schedules hereto
and  not otherwise defined herein  or in such Schedules  shall have the meanings
given to such terms in the Indenture;
 
     WHEREAS, the  Pledgor  is  the  legal  and  beneficial  owner  of  (i)  the
outstanding shares of capital stock (the 'Pledged Shares') set forth on Schedule
I  hereto of the  Subsidiaries listed on  Schedule I hereto  (the 'Issuers') and
(ii) those certain intercompany promissory
 notes set forth on Schedule II hereto
issued by the  Issuers in  favor of  the Pledgor  to evidence  monies loaned  or
advanced   by   the  Pledgor   to  the   Issuers  (collectively,   the  'Pledged
Indebtedness'); and
 
     WHEREAS, to  secure  its obligations  under  the Indenture  and  the  Notes
(together  with its obligations under this Pledge Agreement, the 'Obligations'),
the Pledgor has  agreed to (i)  pledge to the  Trustee for its  benefit and  the
ratable benefit of the Holders, and grant to the Trustee for its benefit and the
ratable  benefit  of the  Holders,  a security  interest  in the  Collateral (as
defined herein) and (ii) execute and  deliver this Pledge Agreement in order  to
secure the payment and performance by the Pledgor of all such Obligations.
 
                                   AGREEMENT
 
     NOW,  THEREFORE, in consideration  of the premises, and  in order to induce
the Holders to accept the Notes, among other consideration, in exchange for  the
Old  Debentures, the Pledgor hereby agrees with  the Trustee for its benefit and
the ratable benefit of the Holders as follows:
 
          SECTION 1. Pledge. The Pledgor hereby  pledges to the Trustee for  its
     benefit  and for  the ratable  benefit of  the Holders,  and grants  to the
     Trustee for  its  benefit  and  the  ratable  benefit  of  the  Holders,  a
     continuing  first priority security interest in all of its right, title and
     interest in and to the following (the 'Collateral'):
 
             (a) the  Pledged  Shares  and  the  certificates  representing  the
        Pledged  Shares and,  other than proceeds  from the  sale or disposition
        thereof (including the pledge thereof) pursuant to Section 11.03 of  the
        Indenture,  the  proceeds received  from a  sale  or disposition  of the
        Pledged Shares (including the pledge thereof), subject to Section  9-306
        of the Uniform Commercial Code (the 'UCC'); and
 
             (b)  all additional shares of, and all securities convertible into,
        and warrants, options or other rights  to purchase, stock of, or  equity
        interests in, either Issuer from time to time acquired by the Pledgor in
        any manner (so long as the securities of such Issuer have not previously
        been  released  from  the  security  interest  created  by  this  Pledge
        Agreement), and  the certificates  representing such  additional  shares
        (any  such additional shares shall constitute part of the Pledged Shares
        under and as defined in this Pledge Agreement) and, other than  proceeds
        from  the  sale or  disposition thereof  (including the  pledge thereof)
        pursuant to Section 11.03 of the Indenture, the proceeds received from a
        sale or  disposition of  the additional  Pledged Shares  (including  the
        pledge thereof), subject to Section 9-306 of the UCC; and
 

<PAGE>
             (c) the Pledged Indebtedness and the instruments or other documents
        representing  the Pledged Indebtedness and, other than proceeds from the
        sale or disposition thereof (including  the pledge thereof) pursuant  to
        Section  11.03 of  the Indenture, the  proceeds received from  a sale or
        disposition of the Pledged Indebtedness (including the pledge  thereof),
        subject to Section 9-306 of the UCC; and
 
             (d)   all  additional   promissory  notes   or  other  intercompany
        indebtedness (whether or not evidenced by a written instrument) made  by
        either  Issuer from time to  time and held by  the Pledgor in any manner
        (so long  as the  securities of  such Issuer  have not  previously  been
        released  from the security  interest created by  this Pledge Agreement)
        (any such additional promissory notes and indebtedness shall  constitute
        part of the Pledged Indebtedness under and as defined in this Agreement)
        and, other than proceeds from the sale or disposition thereof (including
        the  pledge thereof)  pursuant to  Section 11.03  of the  Indenture, the
        proceeds received from a sale  or disposition of the additional  Pledged
        Indebtedness (including the pledge thereof), subject to Section 9-306 of
        the UCC.
 
          SECTION 2. Security for Obligations. This Pledge Agreement secures the
     prompt  and complete  payment and performance  when due  (whether at stated
     maturity, by acceleration or otherwise) of all Obligations.
 
          SECTION 3.  Delivery of  Collateral. All  certificates or  instruments
     representing or evidencing the Collateral shall be delivered to and held by
     or  on behalf of the Trustee pursuant  hereto and shall be in suitable form
     for transfer  by  delivery,  or  shall  be  accompanied  by  duly  executed
     instruments  of transfer or assignment in  blank, all in form and substance
     satisfactory to the Trustee.
 
          SECTION  4.  Representations  and   Warranties.  The  Pledgor   hereby
     represents and warrants that, except as set forth in Schedule III hereto:
 
             (a)  The execution, delivery and performance by the Pledgor of this
        Pledge Agreement are  within the Pledgor's  corporate powers, have  been
        duly   authorized  by  all  necessary   corporate  action,  and  do  not
        contravene, or constitute a default  under, any provision of  applicable
        law  or regulation or of the certificate of incorporation or the By-laws
        of the Pledgor or of any agreement, judgment, injunction, order,  decree
        or  other instrument binding upon the  Pledgor or result in the creation
        or imposition of any lien on any  assets of the Pledgor, except for  the
        security interests granted under this Pledge Agreement.
 
             (b) The Pledged Shares have been duly authorized and validly issued
        and  are fully paid  and non-assessable. Each  instrument evidencing the
        Pledged Indebtedness has been duly authorized and executed by the Issuer
        issuing such  instrument  and constitutes  a  legal, valid  and  binding
        obligation  of such Issuer, enforceable against the Issuer in accordance
        with its terms,  except as  such enforceability  may be  limited by  the
        effect   of  any  applicable   bankruptcy,  insolvency,  reorganization,
        moratorium or other similar  laws affecting creditors' rights  generally
        or general principles of equity and commercial reasonableness.
 
             (c)  The Pledgor is  the legal, record and  beneficial owner of the
        Collateral, free and clear  of any lien or  claims of any person  except
        for the security interest created by this Pledge Agreement.
 
             (d)  This Pledge Agreement has been  duly executed and delivered by
        the Pledgor and constitutes a legal, valid and binding obligation of the
        Pledgor, enforceable against the Pledgor  in accordance with its  terms,
        except  as  such enforceability  may  be limited  by  the effect  of any
        applicable bankruptcy, insolvency,  reorganization, moratorium or  other
        similar laws affecting creditors' rights generally or general principles
        of equity and commercial reasonableness.
 
             (e)  Upon the delivery to the Trustee  of the Collateral (and as to
        certain proceeds  thereof, subject  to Section  9-306 of  the UCC),  the
        pledge  of the  Collateral pursuant to  this Pledge  Agreement creates a
        valid and perfected first priority security interest in the  Collateral,
        securing  the payment of the Obligations  for the benefit of the Trustee
        and the Holders, and  enforceable as such against  all creditors of  the
        Pledgor  and any  persons purporting to  purchase any  of the Collateral
        from the Pledgor other than as permitted hereby or by the Indenture.
 
                                       2
 

<PAGE>
             (f) No consent of any  other person and no consent,  authorization,
        approval,  or other  action by,  and no  notice to  or filing  with, any
        governmental authority or regulatory body is required for the pledge  by
        the  Pledgor of the Collateral pursuant  to this Pledge Agreement or for
        the execution, delivery or performance  of this Pledge Agreement by  the
        Pledgor  (except  for  filings  necessary to  perfect  liens  on certain
        proceeds of the Collateral).
 
             (g) No litigation,  investigation or  proceeding of  or before  any
        arbitrator  or governmental authority is pending or, to the knowledge of
        the Pledgor,  threatened by  or against  the Pledgor  or either  of  the
        Issuers with respect to this Pledge Agreement or any of the transactions
        contemplated  hereby and,  as of the  date of the  Pledgor's Amended and
        Restated Offer to Exchange and Consent Solicitation relating to the  Old
        Debentures  (the  'Amended and  Restated Offer  to Exchange  and Consent
        Solicitation'), there is no other material litigation pending or, to the
        knowledge of  the  Pledgor, threatened  against  either of  the  Issuers
        except  as set forth in  the Amended and Restated  Offer to Exchange and
        Consent Solicitation, including without limitation, in the notes to  the
        financial statements of the respective Issuers contained therein.
 
             (h) The Pledged Shares constitute all of the authorized, issued and
        outstanding  capital stock of the  respective Issuers beneficially owned
        by the Pledgor.
 
             (i)  Except  for  certain  preemptive  rights  under  that  certain
        Stockholders'  Agreement, dated  as of November  15, 1991,  by and among
        CooperSurgical, the Pledgor and certain other persons who have purchased
        Registrable  Securities   (as  defined   therein)  (the   'Stockholders'
        Agreement'),  there are  no outstanding  options, rights  or warrants to
        acquire shares of capital stock of either of the Issuers.
 
             (j) The  financial  statements  of the  Issuers  contained  in  the
        Amended  and Restated  Offer to  Exchange and  Consent Solicitation have
        been prepared in accordance with GAAP.
 
             (k) As  of  the  date  hereof, all  information  set  forth  herein
        relating to the Collateral is accurate and complete in all respects.
 
          SECTION  5. Further Assurance. The Pledgor will execute and deliver or
     cause to be executed and delivered, or use its best efforts to procure, all
     stock powers, proxies, assignments, instruments and other documents, all in
     form and substance satisfactory to the Trustee, deliver any instruments  to
     the  Trustee  and take  any other  actions  that are  necessary or,  in the
     reasonable opinion  of  the Trustee,  desirable  to perfect,  continue  the
     perfection  of, or  protect the  first priority  of the  Trustee's security
     interest in the Collateral, to  protect the Collateral against the  rights,
     claims,  or interests of  third persons or  to effect the  purposes of this
     Pledge Agreement. The Pledgor  also hereby authorizes  the Trustee to  file
     any  financing or  continuation statements  with respect  to the Collateral
     without the signature of the Pledgor to the extent permitted by  applicable
     law.  The Pledgor will pay all costs incurred in connection with any of the
     foregoing.
 
          SECTION 6. Beneficial Ownership; Voting Rights; Dividends.
 
             (a) So  long as  no Event  of Default  shall have  occurred and  be
        continuing  and written notice of such occurrence or continuance has not
        been delivered by the Trustee to  the Pledgor, the Pledgor shall  remain
        for all purposes the beneficial owner of the Collateral and the Trustee,
        for  itself and the ratable benefit of  the Holders, shall not be deemed
        to have a  beneficial or direct  or indirect ownership  interest in  the
        Collateral  but,  rather,  to  have  a  secured  party's  lien  upon the
        Collateral in accordance  with the  terms hereof.  Without limiting  the
        generality of the foregoing, the Pledgor shall have the rights set forth
        below.
 
             (b)  So long  as no  Event of  Default shall  have occurred  and be
        continuing and written notice of such occurrence or continuance has  not
        been  delivered  by the  Trustee to  the Pledgor,  the Pledgor  shall be
        entitled to  exercise any  and all  voting and  other consensual  rights
        pertaining to the Pledged Shares or any part thereof for any purpose not
        inconsistent  with the terms of this  Pledge Agreement or the Indenture;
        provided, however, that the Pledgor shall not exercise or shall  refrain
        from exercising any such right if such action would be inconsistent with
        or violate any provisions of this Pledge Agreement or the Indenture.
 
                                       3
 

<PAGE>
             (c)  So long  as no  Event of  Default shall  have occurred  and be
        continuing and written notice of such occurrence or continuance has  not
        been  delivered by  the Trustee to  the Pledgor, and  subject to Section
        7(b) hereof, the Pledgor shall be entitled to receive and utilize,  free
        and  clear  of the  lien  of this  Pledge  Agreement, all  dividends and
        distributions paid from time to time with respect to the Pledged Shares.
 
             (d) So  long as  no Event  of Default  shall have  occurred and  be
        continuing  and written notice of such occurrence or continuance has not
        been delivered  by the  Trustee to  the Pledgor,  the Pledgor  shall  be
        entitled  to (i) receive and utilize, free and clear of the lien of this
        Pledge Agreement, all payments  made from time to  time of principal  of
        and  interest on any of the Pledged Indebtedness (including with respect
        to any additional loans or advances pursuant to clause (ii)); (ii)  make
        additional loans or advances to the Issuers (whether or not evidenced by
        any  instrument or document and whether or  not any Event of Default has
        occurred or written notice thereof has been given); (iii) make or modify
        the interest rate or  any terms of  the Pledged Indebtedness,  including
        without limitation, the maturity thereof; and (iv) forgive or capitalize
        the Pledged Indebtedness.
 
             (e)  The Trustee shall execute and deliver (or cause to be executed
        and delivered) to the Pledgor all such proxies and other instruments  as
        the  Pledgor  may reasonably  request for  the  purpose of  enabling the
        Pledgor to exercise and receive the voting and other rights and benefits
        that it is entitled to exercise  and receive pursuant to Sections  6(a),
        (b), (c) and (d) above.
 
             (f)  Upon the occurrence and during  the continuance of an Event of
        Default and after written notice by  the Trustee to the Pledgor of  such
        occurrence  or continuance pursuant  to the terms  of the Indenture, (i)
        all rights of the  Pledgor to exercise the  voting and other  consensual
        rights  that  it would  otherwise be  entitled  to exercise  pursuant to
        Sections 6(a) and (b) shall cease,  and all such rights shall  thereupon
        become  vested in the Trustee, which shall thereupon have the sole right
        to exercise  such  voting and  other  consensual rights,  and  (ii)  all
        dividends,  distributions and interest or  principal payments payable in
        respect of the Collateral shall be paid to the Trustee and the Pledgor's
        right to receive such  payments pursuant to Sections  6(a), (c) and  (d)
        hereof shall immediately cease.
 
             (g)  Upon the occurrence and during  the continuance of an Event of
        Default and after written notice by  the Trustee to the Pledgor of  such
        occurrence  or continuance pursuant  to the terms  of the Indenture, the
        Pledgor  shall  execute  and  deliver  (or  cause  to  be  executed  and
        delivered)  to the Trustee all such proxies and other instruments as the
        Trustee may reasonably request for  the purpose of enabling the  Trustee
        to  exercise the voting and other rights that it is entitled to exercise
        pursuant to Section 6(f) above.
 
             (h) All dividends, distributions and interest or principal payments
        that are received  by the  Pledgor contrary  to the  provisions of  this
        Section  6 shall be received in trust for the benefit of the Trustee and
        the Holders,  be segregated  from the  other property  or funds  of  the
        Pledgor  and be forthwith delivered to  the Trustee as Collateral in the
        same form as so received (with any necessary endorsements).
 
          SECTION 7.  Covenants.  The  Pledgor covenants  and  agrees  with  the
     Trustee  and the Holders from  and after the date  of this Pledge Agreement
     until the Obligations have been paid in full:
 
             (a) Except  as provided  in Sections  11.03 of  the Indenture,  the
        Pledgor  agrees that it  will not (i)  sell or otherwise  dispose of, or
        grant any option or  warrant with respect to,  any of the Collateral  or
        grant  any option or warrant with respect to any of the capital stock of
        the Issuers or  any of their  Subsidiaries or (ii)  create or permit  to
        exist any lien upon or with respect to any of the Collateral, except for
        the  security interest granted  under this Pledge  Agreement, and at all
        times will be the sole beneficial owner of the Collateral.
 
             (b)  The  Pledgor  agrees   that  immediately  upon  becoming   the
        beneficial  owner of  any additional shares  of capital  stock, notes or
        other securities of  any of the  Issuers (so long  as the securities  of
        such Issuer have not previously been released from the security interest
        created  by this  Pledge Agreement)  it will  pledge and  deliver to the
        Trustee for its benefit and the ratable
 
                                       4
 

<PAGE>
        benefit of the Holders and grant to the Trustee for its benefit and  the
        ratable  benefit of  the Holders,  a continuing  first priority security
        interest in such  shares, notes  or other  securities (as  well as  duly
        executed instruments of transfer or assignment in blank, all in form and
        substance  satisfactory to the Trustee).  Pledgor further agrees that it
        will promptly deliver to the  Trustee a pledge amendment, duly  executed
        by the Pledgor, in substantially the form of Exhibit A hereto (a 'Pledge
        Amendment'),  with respect  to the additional  Collateral that  is to be
        pledged pursuant to this Pledge Agreement. The Pledgor hereby authorizes
        the Trustee to attach each Pledge Amendment to this Agreement and agrees
        that any stock, notes or other securities listed on any Pledge Amendment
        delivered to the Trustee shall for all purposes hereunder be  considered
        Collateral.
 
          SECTION 8. Power of Attorney. In addition to all of the powers granted
     to  the Trustee pursuant to Article 6  of the Indenture, the Pledgor hereby
     appoints and constitutes the Trustee  as the Pledgor's attorney-in-fact  to
     exercise  all  of the  following  powers upon  and  at any  time  after the
     occurrence and during  the continuance  of an  Event of  Default and  after
     written  notice  by  the  Trustee  to the  Pledgor  of  such  occurrence or
     continuance pursuant to the terms of  the Indenture: (i) collection of  the
     proceeds from the sale or disposition of any Collateral; (ii) conveyance of
     any  item  of Collateral  to  any purchaser  thereof;  (iii) giving  of any
     notices or recording of  any liens under Section  5 hereof; (iv) making  of
     any  payments or taking any acts under  Section 9 hereof; and (v) paying or
     discharging liens levied  or placed  upon the Collateral,  the legality  or
     validity  thereof and  the amounts  necessary to  discharge the  same to be
     determined by the Trustee in its sole discretion, and such payments made by
     the Trustee to become  the Obligations of the  Pledgor to the Trustee,  due
     and payable immediately upon demand. This power of attorney is coupled with
     an interest and is irrevocable by the Pledgor.
 
          SECTION  9. Trustee May  Perform. If the Pledgor  fails to perform any
     agreement contained  herein,  the  Trustee may  itself  perform,  or  cause
     performance  of, such agreement, and the reasonable expenses of the Trustee
     incurred in  connection therewith  shall be  payable by  the Pledgor  under
     Section 14 hereof.
 
          SECTION  10. No Assumption of Duties;  Reasonable Care. The rights and
     powers granted  to the  Trustee hereunder  are being  granted in  order  to
     preserve  and protect the  Trustee's and the  Holders' security interest in
     and to the Collateral granted hereby  and shall not be interpreted to,  and
     shall  not, impose any  duties on the Trustee  in connection therewith. The
     Trustee shall be deemed  to have exercised reasonable  care in the  custody
     and  preservation of the Collateral in  its possession if the Collateral is
     accorded treatment substantially  equal to that  which the Trustee  accords
     similar  property  in  similar  situations, it  being  understood  that the
     Trustee shall not have  any responsibility for  (i) ascertaining or  taking
     action  with respect to calls,  conversions, exchanges, maturities, tenders
     or other matters relative to any Collateral, whether or not the Trustee has
     or is  deemed  to  have knowledge  of  such  matters, or  (ii)  taking  any
     necessary  steps to preserve rights against any parties with respect to any
     Collateral.
 
          SECTION 11.  Subsequent  Changes  Affecting  Collateral.  The  Pledgor
     represents to the Trustee and the Holders that the Pledgor has made its own
     arrangements for keeping informed of changes or potential changes affecting
     the Collateral (including, but not limited to, rights to convert, rights to
     subscribe,  payment of  dividends, payments  of interest  and/or principal,
     reorganization or other  exchanges, tender offers  and voting rights),  and
     the  Pledgor  agrees  that  the  Trustee  and  the  Holders  shall  have no
     responsibility or liability for informing  the Pledgor of any such  changes
     or  potential changes  or for  taking any  action or  omitting to  take any
     action with respect thereto.
 
          SECTION 12. Remedies Upon Event of Default and Written Notice.
 
             (a) If any Event of Default  shall have occurred and be  continuing
        and  after  written  notice  by  the  Trustee  to  the  Pledgor  of such
        occurrence or continuance pursuant  to the terms  of the Indenture,  the
        Trustee  and the  Holders shall  have, in  addition to  all other rights
        given by law or by  this Pledge Agreement or  the Indenture, all of  the
        rights  and remedies with  respect to the Collateral  of a secured party
        under the  UCC in  effect in  the State  of New  York at  that time.  In
        addition,  the Trustee may, with written notice to the Pledgor, transfer
        or register, and
 
                                       5
 

<PAGE>
        the Pledgor  shall  register or  cause  to be  registered  upon  request
        therefore  by the  Trustee, the  Collateral or  any part  thereof on the
        books of  the  Issuer  thereof into  the  name  of the  Trustee  or  the
        Trustee's  nominee(s). In addition, with  respect to any Collateral that
        shall then be in or shall thereafter come into the possession or custody
        of the Trustee, the Trustee may sell or cause the same to be sold at any
        broker's board or at  public or private  sale, in one  or more sales  or
        lots,  at such price or prices as the Trustee may deem best, for cash or
        on credit or for future delivery, without assumption of any credit risk.
        The purchaser of any or all Collateral so sold shall thereafter hold the
        same absolutely, free from any claim,  encumbrance or right of any  kind
        whatsoever.  Unless any of the  Collateral threatens to decline speedily
        in value or is  or becomes of  a type sold on  a recognized market,  the
        Trustee  will give the Pledgor reasonable written notice of the time and
        place of any public sale thereof, or of the time after which any private
        sale or  other intended  disposition is  to  be made.  Any sale  of  the
        Collateral  conducted in conformity with reasonable commercial practices
        of banks, insurance  companies, commercial finance  companies, or  other
        financial  institutions disposing of property  similar to the Collateral
        shall be  deemed  to be  commercially  reasonable. Any  requirements  of
        reasonable  written notice shall be met if  such notice is mailed to the
        Pledgor as provided in  Section 16.1 herein, at  least thirty (30)  days
        before  the time of the  sale or disposition. The  Trustee or any Holder
        may, in its own name or in the name of a designee or nominee, buy any of
        the Collateral at any public sale  and, if permitted by applicable  law,
        at  any private sale.  All fees and expenses  (including court costs and
        reasonable attorneys' fees, expenses and disbursements) of, or  incident
        to, the enforcement of any of the provisions hereof shall be recoverable
        from the proceeds of the sale or other disposition of the Collateral.
 
             (b)  THE COLLATERAL HAS NOT BEEN REGISTERED WITH THE SECURITIES AND
        EXCHANGE COMMISSION OR ANY  STATE SECURITIES COMMISSION  AND MAY NOT  BE
        SOLD  EXCEPT PURSUANT TO  AN EFFECTIVE REGISTRATION  STATEMENT UNDER THE
        SECURITIES ACT OF 1933, AS AMENDED,  OR A VALID EXCEPTION THEREFROM  AND
        COMPLIANCE WITH ALL APPLICABLE SECURITIES OR BLUE SKY LAWS.
 
          SECTION  13. Irrevocable Authorization and Instruction to the Issuers.
     The Pledgor hereby authorizes and instructs each Issuer to comply with  any
     instruction received by the Issuer from the Trustee that (i) states that an
     Event of Default has occurred, (ii) provides proof of written notice by the
     Trustee  to the Pledgor of such Event of Default, and (iii) is otherwise in
     accordance with the terms  of this Pledge Agreement,  without any other  or
     further  instructions from  the Pledgor, and  the Pledgor  agrees that each
     Issuer shall be fully protected in so complying.
 
          SECTION 14. Expenses. The Pledgor will upon demand pay to the  Trustee
     the  amount of any and all reasonable fees and expenses, including, without
     limitation, the reasonable fees, expenses and disbursements of its counsel,
     experts and agents retained  by the Trustee that  the Trustee may incur  in
     connection  with (i) the administration of  this Pledge Agreement, (ii) the
     custody or  preservation of,  or the  sale of,  collection from,  or  other
     realization  upon, any of the Collateral, (iii) the exercise or enforcement
     of any of the rights of the  Trustee and the Holders hereunder or (iv)  the
     failure by the Pledgor to perform or observe any of the provisions hereof.
 
          SECTION  15. Security Interest Absolute. All rights of the Trustee and
     the Holders of  security interests  hereunder, and all  obligations of  the
     Pledgor hereunder, shall be absolute and unconditional irrespective of:
 
             (a)  any lack of validity or enforceability of the Indenture or any
        other agreement or instrument relating thereto;
 
             (b) any change in the  time, manner or place  of payment of, or  in
        any other term of, all or any of the Obligations, or any other amendment
        or waiver of or any consent to any departure from the Indenture;
 
             (c) any exchange, surrender, release or non-perfection of any liens
        on  any other collateral,  or any release  or amendment or  waiver of or
        consent to  departure  from  any  guarantee,  for  all  or  any  of  the
        Obligations; or
 
                                       6
 

<PAGE>
             (d)  any  other  circumstance which  might  otherwise  constitute a
        defense available to, or a discharge of, the Pledgor with respect to the
        Obligations of this Pledge Agreement.
 
          SECTION 16. Miscellaneous Provisions.
 
          SECTION 16.1  Notices.  All  notices,  approvals,  consents  or  other
     communications  required or desired  to be given hereunder  shall be in the
     form and  manner, and  delivered to  each of  the parties  hereto at  their
     respective  addresses, as set forth or provided for in Section 12.02 of the
     Indenture.
 
          SECTION 16.2 Sales of Collateral. No  sales of Collateral may be  made
     in contravention of the terms of the Indenture and this Pledge Agreement.
 
          SECTION  16.3  No  Adverse Interpretation  of  Other  Agreements. This
     Pledge Agreement may not be used  to interpret another pledge, security  or
     debt  agreement of the Pledgor, any  Issuer or any subsidiary thereof other
     than the Indenture. No such pledge,  security or debt agreement other  than
     the  Indenture may be used to interpret this Pledge Agreement. The terms of
     the Indenture shall  govern any inconsistencies  between the Indenture  and
     this Pledge Agreement.
 
          SECTION 16.4 Severability. The provisions of this Pledge Agreement are
     severable, and if any clause or provision shall be held invalid, illegal or
     unenforceable in whole or in part in any jurisdiction, then such invalidity
     or  unenforceability shall affect in that  jurisdiction only such clause or
     provision, or part thereof, and shall not in any manner affect such  clause
     or  provision in any other jurisdiction or any other clause or provision of
     this Pledge Agreement in any jurisdiction.
 
          SECTION 16.5 Headings. The headings in this Pledge Agreement 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  16.6  Counterpart  Originals. This  Pledge  Agreement  may be
     signed in  two or  more counterparts,  each  of which  shall be  deemed  an
     original,  but  all of  which shall  together constitute  one and  the same
     agreement.
 
          SECTION 16.7  Benefits of  Pledge Agreement.  Nothing in  this  Pledge
     Agreement,  express or  implied, shall give  to any person,  other than the
     parties hereto and their successors hereunder, and the Holders, any benefit
     or any  legal  or  equitable  right, remedy  or  claim  under  this  Pledge
     Agreement.
 
          SECTION 16.8 Amendments, Waivers and Consents. Any amendment or waiver
     of  any provision of this Pledge Agreement and any consent to any departure
     by the  Pledgor  from any  provision  of  this Pledge  Agreement  shall  be
     effective  only if made  or given in  compliance with all  of the terms and
     provisions of the Indenture and neither the Trustee nor any Holder shall be
     deemed, by  any act,  delay,  indulgence, omission  or otherwise,  to  have
     waived  any right or remedy hereunder or  to have acquiesced in any Default
     or Event of Default  or in any  breach of any of  the terms and  conditions
     hereof.  Failure of  the Trustee  or any  Holder to  exercise, or  delay in
     exercising, any right, power or privilege hereunder shall not operate as  a
     waiver  thereof.  No single  or  partial exercise  of  any right,  power or
     privilege hereunder shall preclude any other or further exercise thereof or
     the exercise  of any  other right,  power  or privilege.  A waiver  by  the
     Trustee  or any Holder of any right or remedy hereunder on any one occasion
     shall not be construed as a bar to any right or remedy that the Trustee  or
     such  Holder would  otherwise have on  any future occasion.  The rights and
     remedies herein  provided  are  cumulative,  may  be  exercised  singly  or
     concurrently  and are not  exclusive of any rights  or remedies provided by
     law.
 
          SECTION 16.9  Interpretation of  Pledge Agreement.  Capitalized  terms
     used but not defined herein shall have the meanings ascribed to them in the
     Indenture.  All terms not defined herein or in the Indenture shall have the
     meaning set forth in the applicable UCC, except where the context otherwise
     requires. To  the extent  a  term or  provision  of this  Pledge  Agreement
     conflicts  with the Indenture, the Indenture  shall control with respect to
     the subject matter of such term or provision. Acceptance of or acquiescence
     in a course of performance rendered  under this Pledge Agreement shall  not
     be  relevant to determine the meaning  of this Pledge Agreement even though
     the accepting  or acquiescing  party had  knowledge of  the nature  of  the
     performance and opportunity for objection.
 
                                       7
 

<PAGE>
          SECTION  16.10 Continuing  Security Interest;  Transfer of Securities.
     This Pledge Agreement shall  create a continuing  security interest in  the
     Collateral and shall, unless otherwise provided in the Indenture or in this
     Pledge Agreement, remain in full force and effect until the payment in full
     of  (A) the Notes under the terms  of the Indenture and (B) all Obligations
     then due  and  owing  under  the  Indenture,  the  Notes  and  this  Pledge
     Agreement;  provided, however, that  after receipt from  the Pledgor by the
     Trustee of  a request  for  a release  of  any Collateral  permitted  under
     Section  11.03, 11.04, or 11.05 of  the Indenture, and upon satisfaction of
     the conditions precedent thereto set forth in Article 11 of the  Indenture,
     such  Collateral and all  proceeds thereof shall be  released from the lien
     and security interest created hereunder and no longer constitute Collateral
     and the Trustee shall  otherwise comply with Article  11 of the  Indenture.
     Upon  the payment in full of (A) the Notes under the terms of the Indenture
     and (B) all Obligations then due  and owing under the Indenture, the  Notes
     and  this Pledge  Agreement, the Pledgor  shall be entitled  to the return,
     upon its request and at its expense,  of such of the Collateral pledged  by
     it  as shall not have been sold, disposed of, retained or otherwise applied
     pursuant to the terms hereof. This  Pledge Agreement shall be binding  upon
     the  Pledgor,  its successors  and assigns,  and  inure, together  with the
     rights and  remedies  of the  Trustee  hereunder,  to the  benefit  of  the
     Trustee,  the  Holders  and their  respective  successors,  transferees and
     assigns.
 
          SECTION 16.11 Reinstatement. This  Pledge Agreement shall continue  to
     be  effective or be  reinstated if at  any time any  amount received by the
     Trustee or any Holder  in respect of the  Obligations is rescinded or  must
     otherwise  be restored or  returned by the  Trustee or any  Holder upon the
     insolvency, bankruptcy, dissolution, liquidation  or reorganization of  the
     Pledgor  or upon the appointment  of any receiver, intervenor, conservator,
     trustee or similar official for the Pledgor or any substantial part of  its
     assets, or otherwise, all as though such payments had not been made.
 
          SECTION  16.12 Survival of Provisions. All representations, warranties
     and covenants of the Pledgor  contained herein shall survive the  execution
     and  delivery of this  Pledge Agreement, and shall  terminate only upon the
     full and final payment and performance by the Pledgor of the Obligations.
 
          SECTION 16.13  Demand  or Notice.  The  Pledgor waives  the  right  to
     presentment  and demand for payment of  any of the Obligations, protest and
     notice of dishonor or default with  respect to any of the Obligations,  and
     all  other notices to which the Pledgor might otherwise be entitled, except
     as otherwise expressly provided herein or in the Indenture.
 
          SECTION 16.14 Authority of the Trustee.
 
             (a) The Trustee shall have and  be entitled to exercise all  powers
        hereunder  that are  specifically granted  to the  Trustee by  the terms
        hereof, together with  such powers as  are reasonably incident  thereto.
        The  Trustee may  perform any of  its duties hereunder  or in connection
        with the  Collateral by  or through  agents or  employees and  shall  be
        entitled  to retain counsel  and to act  in reliance upon  the advice of
        counsel concerning all such matters. Neither the Trustee, any  director,
        officer,  employee, attorney  or agent  of the  Trustee nor  the Holders
        shall be liable to  the Pledgor for  any action taken  or omitted to  be
        taken by it or them hereunder, except for its or their own negligence or
        willful  misconduct,  nor  shall  the  Trustee  be  responsible  for the
        validity, effectiveness  or sufficiency  hereof or  of any  document  or
        security  furnished  pursuant  hereto. The  Trustee  and  its directors,
        officers, employees, attorneys and agents  shall be entitled to rely  on
        any  communication, instrument or document believed  by it or them to be
        genuine and correct and to have been signed or sent by the proper person
        or persons.
 
             (b) The Pledgor acknowledges  that the rights and  responsibilities
        of  the Trustee under  this Pledge Agreement with  respect to any action
        taken by the Trustee or the  exercise or non-exercise by the Trustee  of
        any  option, right, request, judgment or  other right or remedy provided
        for herein or resulting or arising  out of this Pledge Agreement  shall,
        as between the Trustee and the Holders, be governed by the Indenture and
        by  such other agreements with respect thereto as may exist from time to
        time among  them, but,  as  between the  Trustee  and the  Pledgor,  the
        Trustee  shall be  conclusively presumed to  be acting as  agent for the
        Holders
 
                                       8
 

<PAGE>
        with full and valid authority so to act or refrain from acting, and  the
        Pledgor  shall  not  be  obligated  or  entitled  to  make  any  inquiry
        respecting such authority.
 
          SECTION 16.15  Limitation  by Law.  All  rights, remedies  and  powers
     provided  herein may  be exercised  only to the  extent that  they will not
     render this Pledge  Agreement not  entitled to be  recorded, registered  or
     filed under provisions of any applicable law.
 
          SECTION 16.16 Release; Termination of Pledge Agreement.
 
             (a)  Subject to the provisions of Section 16.11 hereof, this Pledge
        Agreement and the liens in respect of the Collateral shall terminate (i)
        upon payment in full of (A) the  Notes under the terms of the  Indenture
        and  (B) all  Obligations then  due and  owing under  the Indenture, the
        Notes and this Pledge  Agreement, (ii) upon Legal  Defeasance of all  of
        the  Obligations pursuant to  Section 8.02 of  the Indenture (other than
        those surviving Obligations specified therein), or (iii) with respect to
        any Collateral, upon the release thereof  pursuant to Article 11 of  the
        Indenture. At such time and after payment to the Trustee of its fees and
        expenses  (including the  fees and  expenses of  legal counsel)  due and
        owing hereunder  and under  the  Indenture and  the Notes,  the  Trustee
        shall,  at the  request of  the Pledgor,  reassign and  redeliver to the
        Pledgor all of the Collateral hereunder that has not been sold, disposed
        of, retained or otherwise applied by the Trustee in accordance with  the
        terms  of the Indenture free and clear of the lien and security interest
        under this Pledge Agreement. Such  reassignment and redelivery shall  be
        without warranty by or recourse to the Trustee, except as to the absence
        of  any  prior  assignments  by  the  Trustee  of  its  interest  in the
        Collateral, and shall be at the expense of the Pledgor.
 
             (b) The Pledgor agrees that it will not, except as contemplated  by
        Article 11 of the Indenture, contribute, sell or otherwise dispose of or
        pledge  any of  the Collateral, provided,  however, that  if the Pledgor
        shall contribute, sell  or otherwise  dispose of  or pledge  any of  the
        Collateral  in a manner contemplated by Article 11 of the Indenture, the
        Trustee  shall,  upon  the  satisfaction  of  all  conditions  precedent
        thereto,  at the request of the  Pledgor, release the Collateral subject
        to such disposition  free and clear  of the lien  and security  interest
        under  this Pledge Agreement and shall  otherwise comply with Article 11
        of the Indenture.
 
          SECTION 16.17 Stockholders' Agreement. The Trustee hereby agrees to be
     bound by  and  comply with  all  of the  provisions  of Section  4  of  the
     Stockholders'  Agreement  as  and  to the  same  extent  applicable  to the
     Pledgor.
 
          SECTION 16.18 Final Expression.  This Pledge Agreement, together  with
     any  other agreement  executed in connection  herewith, is  intended by the
     parties as a final expression of this Pledge Agreement and is intended as a
     complete and exclusive statement of the terms and conditions thereof.
 
          SECTION 16.19 Rights of Holders. No Holder shall have any  independent
     rights  hereunder  other than  those rights  granted to  individual Holders
     pursuant to Section 6.06 of the Indenture.
 
          SECTION 16.20  GOVERNING LAW;  SUBMISSION TO  JURISDICTION; WAIVER  OF
     JURY TRIAL.
 
             (i)  THIS  PLEDGE AGREEMENT  SHALL BE  GOVERNED BY  AND INTERPRETED
        UNDER THE LAWS OF THE STATE OF NEW YORK, AND ANY DISPUTE ARISING OUT OF,
        CONNECTED  WITH,  RELATED   TO,  OR  INCIDENTAL   TO  THE   RELATIONSHIP
        ESTABLISHED  BETWEEN  THE  PLEDGOR,  THE  TRUSTEE  AND  THE  HOLDERS  IN
        CONNECTION WITH THIS PLEDGE AGREEMENT, AND WHETHER ARISING IN  CONTRACT,
        TORT,  EQUITY OR  OTHERWISE, SHALL  BE RESOLVED  IN ACCORDANCE  WITH THE
        INTERNAL LAWS  (AS OPPOSED  TO  THE CONFLICTS  OF LAWS  PROVISIONS)  AND
        DECISIONS OF THE STATE OF NEW YORK.
 
             (ii)  THE PLEDGOR AGREES THAT THE TRUSTEE SHALL, IN ITS CAPACITY AS
        TRUSTEE OR IN THE NAME AND ON BEHALF OF ANY HOLDERS, HAVE THE RIGHT,  TO
        THE EXTENT PERMITTED BY APPLICABLE LAW, TO PROCEED
 
                                       9
 

<PAGE>
        AGAINST  THE  PLEDGOR  OR  ITS  PROPERTY  IN  A  COURT  IN  ANY LOCATION
        REASONABLY SELECTED IN GOOD  FAITH TO ENABLE THE  TRUSTEE TO REALIZE  ON
        SUCH  PROPERTY, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER ENTERED IN
        FAVOR OF THE TRUSTEE. THE PLEDGOR WAIVES ANY OBJECTION THAT IT MAY  HAVE
        TO  THE  LOCATION OF  THE COURT  IN  WHICH THE  TRUSTEE HAS  COMMENCED A
        PROCEEDING DESCRIBED IN  THIS PARAGRAPH  INCLUDING, WITHOUT  LIMITATION,
        ANY  OBJECTION TO THE LAYING  OF VENUE OR BASED  ON THE GROUNDS OF FORUM
        NON CONVENIENS.
 
             (iii) THE PLEDGOR AND  THE TRUSTEE EACH WAIVE  ANY RIGHT TO HAVE  A
        JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT,
        TORT,  OR  OTHERWISE  ARISING  OUT OF,  CONNECTED  WITH,  RELATED  TO OR
        INCIDENTAL TO THE  RELATIONSHIP ESTABLISHED BETWEEN  THEM IN  CONNECTION
        WITH THIS PLEDGE AGREEMENT. INSTEAD, ANY DISPUTES RESOLVED IN COURT WILL
        BE RESOLVED IN A BENCH TRIAL WITHOUT A JURY.
 
                            [SIGNATURE PAGE FOLLOWS]
 
                                       10
 

<PAGE>
     IN  WITNESS  WHEREOF, the  Pledgor and  the Trustee  have each  caused this
Pledge Agreement to be duly  executed and delivered as  of the date first  above
written.
 
                                          PLEDGOR:
 
                                          THE COOPER COMPANIES, INC.,
                                          a Delaware corporation
 
                                          By:         /s/ ROBERT S. WEISS
                                             ...................................
                                            Name: Robert S. Weiss
                                            Title: Sr. Vice President, Treasurer
                                          and Chief Financial Officer
 
                                          TRUSTEE:
 
                                          IBJ SCHRODER BANK & TRUST COMPANY,
                                          as Trustee
 
                                          By:           Nancy R. Besse
                                             ...................................
                                            Name: Nancy R. Besse
                                            Title: Vice President
 
                                       11
 

<PAGE>
                                   SCHEDULE I
                                 PLEDGED SHARES
 

<TABLE>
<CAPTION>
                             NUMBER AND CLASS OF PLEDGED
          ISSUER                       SHARES              SHARE CERTIFICATE NUMBER     PERCENTAGE OF OUTSTANDING
- ---------------------------  ---------------------------  ---------------------------  ---------------------------
<S>                          <C>                          <C>                          <C>
Hospital Group of America,   1,000 shares of Common                    1               100%
  Inc.                       Stock
CooperSurgical, Inc.         640,000 shares of Series A                1               100% of outstanding Series
                             Preferred Stock                                           A Preferred Stock
                                                                                       (representing approximately
                                                                                       98% of the outstanding
                                                                                       voting power)
</TABLE>

 
                                       12
 

<PAGE>
                                  SCHEDULE II
                              PLEDGED INDEBTEDNESS
 

<TABLE>
<CAPTION>
               ISSUER                     DESCRIPTION OF INDEBTEDNESS         PRINCIPAL AMOUNT OF INDEBTEDNESS
- ------------------------------------  ------------------------------------  ------------------------------------
<S>                                   <C>                                   <C>
PSG Acquisition, Inc. (Prior name of  Subordinated Promissory Notes dated   $16,000,000 (subject to increase as
  Hospital Group of America, Inc.)    May 29, 1992 payable May 29, 2002     set forth in Section 4(a) thereof)
Hospital Group of America, Inc.       Demand Note dated December 1, 1993    $1,000,000 or such other amount as
                                                                            shall be reflected as an
                                                                            intercompany receivable from
                                                                            Hospital Group of America, Inc. in
                                                                            accordance with The Cooper
                                                                            Companies, Inc.'s books and records
                                                                            at the time then outstanding, other
                                                                            than the intercompany indebtedness
                                                                            represented by that certain
                                                                            Subordinated Promissory Note of PSG
                                                                            Acquisition, Inc. (prior name of
                                                                            Hospital Group of America, Inc.)
                                                                            dated May 29, 1992
CooperSurgical, Inc.                  Demand Note dated December 1, 1993    $22,576,732 or such other amount as
                                                                            shall be reflected as an
                                                                            intercompany receivable from
                                                                            CooperSurgical, Inc. in accordance
                                                                            with The Cooper Companies, Inc.'s
                                                                            books and records at the time then
                                                                            outstanding
</TABLE>

 
                                       13
 

<PAGE>
                                  SCHEDULE III
                              DISCLOSURE SCHEDULE
 
     1.  Section  6.7 of  that certain  Amended and  Restated Loan  and Security
Agreement, dated May 29, 1992 (the  'Foothill Agreement'), among HGD, HGI,  HGNJ
(collectively,  for  purposes of  the  Foothill Agreement,  the  'Borrower') and
Foothill, provides that the Borrower will not do any of the following:
 
          'Cause,  permit,  or  suffer  any  change,  direct  or  indirect,   in
     Borrower's  ownership in excess  of ten percent  (10%). Notwithstanding the
     provisions of this subsection, Foothill  hereby consents to the  concurrent
     sale  of all  of the  issued and outstanding  stock of  HGA to  PSG and the
     merger of HGA into  PSG. Foothill's consent herein  shall not constitute  a
     waiver  of any subsequent acts  of Borrower. The foregoing notwithstanding,
     nothing contained herein shall in any  way restrict the transfer of any  of
     the   ownership  interests  in  The   Cooper  Companies,  Inc.  a  Delaware
     corporation.'
 
     A transfer  of ownership  pursuant to  an exercise  of remedies  under  the
Pledge  Agreement may  require the written  consent of Foothill  pursuant to the
foregoing covenant.
 
     2. Section 6.26(B) of that certain Bond Purchase and Loan Agreement,  dated
December  18, 1985, as amended (the 'Bond Purchase Agreement'), among New Castle
County, Delaware  (the  'Issuer'),  National Westminster  Bank  USA  (the  'Bond
Purchaser')   and  HGD  (for  purposes  of  the  Bond  Purchase  Agreement,  the
'Borrower'), provides the following:
 
          'There shall not occur a transfer  of any of the beneficial  ownership
     interest  (whether in a single transaction  or a series of transactions) in
     the Borrower or Hospital Group of  America, Inc. provided, however, that  a
     change  in the ownership of  Nu-Med, Inc. shall not  constitute a change in
     the ownership of  Hospital Group  of Delaware,  Inc. or  Hospital Group  of
     America, Inc. without the consent of the Issuer and the Bond Purchaser.'
 
     A  transfer  of ownership  pursuant to  an exercise  of remedies  under the
Pledge Agreement may require  the consent of the  Issuer and the Bond  Purchaser
pursuant to the foregoing covenant.
 
     3. The Pledgor is a party to that certain Stockholders' Agreement, dated as
of   November   15,  1991   (the  'Stockholders'   Agreement'),  by   and  among
CooperSurgical, Inc. ('CooperSurgical'), the  Pledgor and certain other  persons
who  have purchased Registrable Securities (as  defined therein). Section 4.1 of
the Stockholders' Agreement provides, in part, that in the event that any Holder
(as defined therein) of  more than 20% of  the CooperSurgical capital stock  (or
any   permitted  transferee  thereof  pursuant   to  Section  4.5  thereof  (the
'Offeree'))  receives  one  or  more   bona  fide  offers  from  a   third-party
(collectively,  the 'Purchase Offer'),  to purchase any  Securities held by such
Offeree upon  specific terms  and conditions,  then the  Offeree shall  promptly
notify the other Holders of the terms and conditions of such Purchase Offer, and
each  of the other Holders shall have  the right to participate in the Offeree's
sale of  Securities pursuant  to  the specified  terms  and conditions  of  such
Purchase  Offer. Section 4.5  of the Stockholders'  Agreement provides, in part,
that the  participation rights  of Holders  shall not  pertain or  apply to  any
pledge  of  the CooperSurgical  stock which  creates  a mere  security interest,
provided the  pledgee  shall furnish  the  other parties  to  the  Stockholders'
Agreement with a written agreement to be bound by and comply with all provisions
of Section 4 of the Stockholders' Agreement as and to the same extent applicable
to  the pledgor. Section 16.17 of the Pledge Agreement contains the agreement of
the Trustee to be bound  by and comply with all  provisions of Section 4 of  the
Stockholders'  Agreement as and to the same extent applicable to the Pledgor and
a copy of the executed Pledge Agreement  will be furnished to the other  parties
to  the Stockholders'  Agreement in compliance  with Section 4.5  thereof. If in
exercising its  remedies  under  the  Pledge  Agreement  the  Trustee  sells  or
transfers the Pledged CooperSurgical Shares, it will be obligated to comply with
the provisions of Section 4 of the Stockholders' Agreement.
 
                                       14
 

<PAGE>
                                   EXHIBIT A
                                PLEDGE AMENDMENT
 
     This Pledge Amendment, dated          ,  , is delivered pursuant to Section
7  of the Pledge Agreement referred to  below. The undersigned hereby pledges to
the Trustee for its benefit and the  ratable benefit of the Holders, and  grants
to  the  Trustee for  its  benefit and  the ratable  benefit  of the  Holders, a
continuing first  priority security  interest in  all of  its right,  title  and
interest  in the  shares of  stock and intercompany  notes listed  on Schedule A
hereto.
 
     The undersigned hereby agrees that this Pledge Amendment may be attached to
the Pledge Agreement, dated as of           , 1994, between the undersigned  and
IBJ  Schroder  Bank  &  Trust  Company,  as  Trustee  (the  'Pledge Agreement');
capitalized terms used herein  and not otherwise defined  herein shall have  the
meanings  given to such terms in the Pledge Agreement; and the Collateral listed
on this Pledge Amendment shall be deemed to be part of the Collateral, and shall
become part of the Collateral and shall secure all Obligations.
 
                                          [PLEDGOR]
 
                                          By:
                                             ...................................
                                            Name:
                                            Title:
 
                                       15
 

<PAGE>
                                   SCHEDULE A
                                 PLEDGED SHARES
 

<TABLE>
<CAPTION>
                             NUMBER AND CLASS OF PLEDGED
          ISSUER                       SHARES              SHARE CERTIFICATE NUMBER     PERCENTAGE OF OUTSTANDING
- ---------------------------  ---------------------------  ---------------------------  ---------------------------
<S>                          <C>                          <C>                          <C>
                             ---------------------------  ---------------------------  ---------------------------
                             ---------------------------  ---------------------------  ---------------------------
</TABLE>

 
                              PLEDGED INDEBTEDNESS
 

<TABLE>
<CAPTION>
               ISSUER                     DESCRIPTION OF INDEBTEDNESS         PRINCIPAL AMOUNT OF INDEBTEDNESS
- ------------------------------------  ------------------------------------  ------------------------------------
<S>                                   <C>                                   <C>
                                      ------------------------------------  ------------------------------------
                                      ------------------------------------  ------------------------------------
</TABLE>

 
                                       16