Exhibit 10.1
       ___________________________________________________________________




                          _____________________________


                              Metaldyne Corporation

                     and each of the Guarantors named herein

                              SERIES A AND SERIES B
                     10% SENIOR SUBORDINATED NOTES DUE 201__

                          _____________________________


                                    INDENTURE

                         Dated as of ___________, 200__

                           ___________________________


                                       [ ]
                                    Trustee*

                          _____________________________




       ___________________________________________________________________

----------

*    The Company shall have the option to defer the appointment of the Trustee
     until such time as the Exchange Offer Registration Statement or the Shelf
     Registration Statement is filed under the Registration Rights Agreement;
     provided that the Company and the Initial Holder[s] are able to mutually
     agree to appropriate changes to this Indenture prior to the Metaldyne Call
     Option Closing Date (which date shall not be deferred pending agreement to
     such changes).


<PAGE>



                             CROSS-REFERENCE TABLE*

Trust Indenture Act Section                             Indenture Section

 310(a)(1)........................................             7.10
             (a)(2)...............................             7.10
             (a)(3)...............................             N.A.
             (a)(4)...............................             N.A.
             (a)(5)...............................          7.08; 7.10
             (b)..................................   7.03; 7.08; 7.10; 13.02
             (c)..................................             N.A.
        311(a)....................................             7.11
             (b)..................................             7.11
             (c)..................................             N.A.
        312(a)....................................             2.05
             (b)..................................            13.03
             (c)..................................            13.03
        313(a)....................................             7.06
             (b)(1)...............................             N.A.
             (b)(2)...............................          7.06; 7.07
             (c)..................................         7.06; 13.02
             (d)..................................             7.06
        314(a)....................................   4.03; 4.04; 13.02; 13.05
             (b)..................................             N.A.
             (c)(1)...............................            13.04
             (c)(2)...............................            13.04
             (c)(3)...............................             N.A.
             (d)..................................             N.A.
             (e)..................................         13.04; 13.05
             (f)..................................             N.A.
        315(a)....................................             7.01
             (b)..................................         7.05; 13.02
             (c)..................................             7.01
             (d)..................................             7.01
             (e)..................................             6.11
        316(a) (last sentence)....................             2.09
             (a)(1)(A)............................             6.05
             (a)(1)(B)............................             6.04
             (a)(2)...............................             N.A.
             (b) .................................             6.07
             (c) .................................             N.A.
        317(a)(1) ................................             6.08
             (a)(2) ..............................             6.09
             (b) .................................             2.04
        318(a) ...................................            13.01

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


<PAGE>


                                TABLE OF CONTENTS

                                                                         Page
                                                                         ----

ARTICLE 1.  DEFINITIONS AND INCORPORATION BY REFERENCE......................1
   Section 1.01 Definitions.................................................1
   Section 1.02 Other Definitions..........................................27
   Section 1.03 Incorporation by Reference of Trust Indenture Act..........28
   Section 1.04 Rules of Construction......................................28
ARTICLE 2.  THE NOTES......................................................29
   Section 2.01 Form and Dating............................................29
   Section 2.02 Execution and Authentication...............................30
   Section 2.03 Registrar and Paying Agent.................................30
   Section 2.04 Paying Agent to Hold Money in Trust........................31
   Section 2.05 Holder Lists...............................................31
   Section 2.06 Transfer and Exchange......................................31
   Section 2.07 Replacement Notes..........................................40
   Section 2.08 Outstanding Notes..........................................41
   Section 2.09 Treasury Notes.............................................41
   Section 2.10 Temporary Notes............................................41
   Section 2.11 Cancellation...............................................42
   Section 2.12 Defaulted Interest.........................................42
   Section 2.13 CUSIP Numbers..............................................42
ARTICLE 3.  REDEMPTION AND PREPAYMENT......................................43
   Section 3.01 Notices to Trustee.........................................43
   Section 3.02 Selection of Notes to Be Redeemed or Purchased.............43
   Section 3.03 Notice of Redemption.......................................44
   Section 3.04 Effect of Notice of Redemption.............................44
   Section 3.05 Deposit of Redemption or Purchase Price....................45
   Section 3.06 Notes Redeemed or Purchased in Part........................45
   Section 3.07 Optional Redemption........................................45
   Section 3.08 Mandatory Redemption.......................................46
   Section 3.09 Offer to Purchase by Application of Excess Proceeds........47
ARTICLE 4.  COVENANTS......................................................49
   Section 4.01 Payment of Notes...........................................49
   Section 4.02 Maintenance of Office or Agency............................49
   Section 4.03 Reports....................................................50
   Section 4.04 Compliance Certificate.....................................50
   Section 4.05 Taxes.51
   Section 4.06 Stay, Extension and Usury Laws.............................51
   Section 4.07 Restricted Payments........................................52
   Section 4.08 Dividend and Other Payment Restrictions Affecting
                 Subsidiaries..............................................56
   Section 4.09 Incurrence of Indebtedness and Issuance of Preferred
                 Stock.....................................................57

                                      -i-
<PAGE>
                                                                         Page
                                                                         ----

   Section 4.10 Asset Sales................................................62
   Section 4.11 Transactions with Affiliates...............................64
   Section 4.12 Liens.65
   Section 4.13 Corporate Existence........................................66
   Section 4.14 Offer to Repurchase upon Change of Control.................66
   Section 4.15 Anti-Layering..............................................68
   Section 4.16 Additional Notes Guarantees................................68
   Section 4.17 Designation of Restricted and Unrestricted Subsidiaries....69
ARTICLE 5.  SUCCESSORS.....................................................69
   Section 5.01 Merger, Consolidation, or Sale of Assets...................69
   Section 5.02 Successor Corporation Substituted..........................70
ARTICLE 6.  DEFAULTS AND REMEDIES..........................................71
   Section 6.01 Events of Default..........................................71
   Section 6.02 Acceleration...............................................72
   Section 6.03 Other Remedies.............................................73
   Section 6.04 Waiver of Past Defaults....................................73
   Section 6.05 Control by Majority........................................74
   Section 6.06 Limitation on Suits........................................74
   Section 6.07 Rights of Holders of Notes to Receive Payment..............75
   Section 6.08 Collection Suit by Trustee.................................75
   Section 6.09 Trustee May File Proofs of Claim...........................75
   Section 6.10 Priorities.................................................76
   Section 6.11 Undertaking for Costs......................................76
ARTICLE 7.  TRUSTEE........................................................76
   Section 7.01 Duties of Trustee..........................................76
   Section 7.02 Rights of Trustee..........................................78
   Section 7.03 Individual Rights of Trustee...............................79
   Section 7.04 Trustee's Disclaimer.......................................79
   Section 7.05 Notice of Defaults.........................................79
   Section 7.06 Reports by Trustee to Holders of the Notes.................79
   Section 7.07 Compensation and Indemnity.................................79
   Section 7.08 Replacement of Trustee.....................................80
   Section 7.09 Successor Trustee by Merger, etc...........................82
   Section 7.10 Eligibility; Disqualification..............................82
   Section 7.11 Preferential Collection of Claims Against Company..........82
ARTICLE 8.  LEGAL DEFEASANCE AND COVENANT DEFEASANCE.......................82
   Section 8.01 Option to Effect Legal Defeasance or Covenant Defeasance...82
   Section 8.02 Legal Defeasance and Discharge.............................82
   Section 8.03 Covenant Defeasance........................................83
   Section 8.04 Conditions to Legal or Covenant Defeasance.................84
   Section 8.05 Deposited Money and Government Securities to Be Held in
                 Trust; Other Miscellaneous Provisions.....................85

                                      -ii-
<PAGE>
                                                                         Page
                                                                         ----

   Section 8.06 Repayment to Company.......................................86
   Section 8.07 Reinstatement..............................................86
ARTICLE 9.  AMENDMENT, SUPPLEMENT AND WAIVER...............................87
   Section 9.01 Without Consent of Holders of Notes........................87
   Section 9.02 With Consent of Holders of Notes...........................88
   Section 9.03 Compliance with Trust Indenture Act........................89
   Section 9.04 Revocation and Effect of Consents..........................89
   Section 9.05 Notation on or Exchange of Notes...........................90
   Section 9.06 Trustee to Sign Amendment, etc.............................90
ARTICLE 10.  SUBORDINATION.................................................90
   Section 10.01 Agreement to Subordinate..................................90
   Section 10.02 Certain Definitions.......................................90
   Section 10.03 Liquidation; Dissolution; Bankruptcy......................92
   Section 10.04 Default on Designated Senior Debt.........................92
   Section 10.05 Acceleration of Notes.....................................93
   Section 10.06 When Distribution Must Be Paid Over.......................93
   Section 10.07 Notice by Company.........................................94
   Section 10.08 Subrogation...............................................94
   Section 10.09 Relative Rights...........................................94
   Section 10.10 Subordination May Not Be Impaired by Company..............95
   Section 10.11 Distribution or Notice to Representative..................95
   Section 10.12 Rights of Trustee and Paying Agent........................95
   Section 10.13 Authorization to Effect Subordination.....................96
   Section 10.14 Amendments................................................96
ARTICLE 11.  NOTE GUARANTEE................................................96
   Section 11.01 Guarantees................................................96
   Section 11.02 Subordination of Note Guarantee...........................97
   Section 11.03 Limitation on Guarantor Liability.........................97
   Section 11.04 Execution and Delivery of Note Guarantee..................98
   Section 11.05 Guarantors May Consolidate, etc., on Certain Terms........98
   Section 11.06 Releases Following Sale of Assets.........................99
ARTICLE 12.  SATISFACTION AND DISCHARGE...................................100
   Section 12.01 Satisfaction and Discharge...............................100
   Section 12.02 Application of Trust Money...............................101
ARTICLE 13.  MISCELLANEOUS................................................102
   Section 13.01 Trust Indenture Act Controls.............................102
   Section 13.02 Notices..................................................102
   Section 13.03 Communication by Holders of Notes with Other Holders
                  of Notes................................................103
   Section 13.04 Certificate and Opinion as to Conditions Precedent.......103
   Section 13.05 Statements Required in Certificate or Opinion............103
   Section 13.06 Rules by Trustee and Agents..............................104
   Section 13.07 No Personal Liability of Directors, Officers,
                  Employees and Stockholders..............................104

                                     -iii-
<PAGE>
                                                                         Page
                                                                         ----

   Section 13.08 Governing Law............................................104
   Section 13.09 No Adverse Interpretation of Other Agreements............104
   Section 13.10 Successors...............................................105
   Section 13.11 Severability.............................................105
   Section 13.12 Counterpart Originals....................................105
   Section 13.13 Table of Contents, Headings, etc.........................105


                                    EXHIBITS

Exhibit A         FORM OF NOTE
Exhibit B         FORM OF CERTIFICATE OF TRANSFER
Exhibit C         FORM OF CERTIFICATE OF EXCHANGE
Exhibit D         FORM OF CERTIFICATE OF ACQUIRING
                    INSTITUTIONAL ACCREDITED INVESTOR
Exhibit E         FORM OF NOTE GUARANTEE
Exhibit F         FORM OF SUPPLEMENTAL INDENTURE


                                      -iv-
<PAGE>


     INDENTURE dated as of _____________, 200__ among Metaldyne Corporation, a
Delaware corporation (the "Company"), the Guarantors (as defined below) and [ ],
as trustee (the "Trustee").

     The Company, the Guarantors and the Trustee agree as follows for the
benefit of each other and for the equal and ratable benefit of the Holders (as
defined below) of the 10% Series A Senior Subordinated Notes due 201__ (the
"Series A Notes") and the 10% Series B Senior Subordinated Notes due 201__ (the
"Series B Notes" and, together with the Series A Notes, the "Notes"):


                                   ARTICLE 1.

                          DEFINITIONS AND INCORPORATION
                                  BY REFERENCE


     Section 1.01 Definitions.

     "2002 Indenture" means the Indenture, dated as of June 20, 2002, by and
among the Company, the guarantors named therein and The Bank of New York, as
trustee, governing the 2012 Notes, as the same may be amended or supplemented
from time to time.

     "2012 Notes" means the Company's 11% senior subordinated notes due 2012
issued from time to time under the 2002 Indenture.

     "Acquired Debt" means, with respect to any specified Person:

          (1) Indebtedness of any other Person existing at the time such other
     Person is merged with or into or became a Subsidiary of such specified
     Person, whether or not such Indebtedness is incurred in connection with, or
     in contemplation of, such other Person merging with or into, or becoming a
     Subsidiary of, such specified Person; and

          (2) Indebtedness secured by a Lien encumbering any asset acquired by
     such specified Person.

     "Adjusted Treasury Rate" means, with respect to any redemption date, the
rate per annum equal to the semiannual equivalent yield to maturity of the
Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for such redemption date, plus 50 basis points.

     "Advisory Agreement" means that certain monitoring agreement between the
Company and Heartland, as in effect on the date of this Indenture, or any
amendment or supple-


<PAGE>
                                      -2-


ment thereto that, taken in its entirety, is no less favorable to the Company
than such agreement as in effect on the date of this Indenture.

     "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,"
as used with respect to any Person, means 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. For purposes of this definition, the terms
"controlling," "controlled by" and "under common control with" have correlative
meanings. No Person (other than the Company or any Subsidiary of the Company) in
whom a Receivables Subsidiary makes an Investment in connection with a Qualified
Receivables Transaction will be deemed to be an Affiliate of the Company or any
of its Subsidiaries solely by reason of such Investment.

     "Agent" means any Registrar, co-registrar, Paying Agent or additional
paying agent.

     "Applicable Procedures" means, with respect to any transfer or exchange of
or for beneficial interests in any Global Note, the rules and procedures of the
Depositary, Euroclear and Clearstream that apply to such transfer or exchange.

     "Asset Sale" means:

          (1) the sale, lease conveyance or other disposition of any assets or
     rights, other than dispositions in the ordinary course of business;
     provided that the sale, conveyance or other disposition of all or
     substantially all of the assets of the Company and the Restricted
     Subsidiaries taken as a whole will be governed by Section 4.14 hereof
     and/or Section 5.01 hereof and not by Section 4.10 hereof; and

          (2) the issuance of Equity Interests in any of the Restricted
     Subsidiaries or the sale of Equity Interests in any of the Restricted
     Subsidiaries.

     Notwithstanding the preceding, none of the following items will be deemed
to be an Asset Sale:

          (1) any single transaction or series of related transactions that
     involves assets having a fair market value of less than $2.5 million;

          (2) a transfer of assets between or among the Company and the
     Restricted Subsidiaries;

          (3) an issuance of Equity Interests by a Subsidiary to the Company or
     to another Restricted Subsidiary or any issuance of directors' qualifying
     shares;

          (4) the sale or other disposition of cash or Cash Equivalents;


<PAGE>
                                      -3-


          (5) sales of accounts receivable and related assets of the type
     specified in the definition of "Qualified Receivables Transaction" to a
     Receivables Subsidiary or sales of accounts receivable by any Foreign
     Subsidiary in the ordinary course for financing purposes;

          (6) the surrender or waiver of contract rights or the settlement,
     release or surrender of contract, tort or other claims of any kind;

          (7) the grant in the ordinary course of business of licenses of
     patents, trademarks and similar intellectual property;

          (8) a disposition of obsolete or worn out equipment or equipment that
     is no longer useful in the conduct of the business of the Company and the
     Restricted Subsidiaries and that is disposed of in each case in the
     ordinary course of business;

          (9) a Restricted Payment or Permitted Investment that is permitted by
     Section 4.07 hereof; and

          (10) any issuance or sale of Equity Interests of any Unrestricted
     Subsidiary.

     "Bankruptcy Law" means Title 11, U.S. Code or any similar federal or state
law for the relief of debtors.

     "Beneficial Owner" has the meaning assigned to such term in Rule 13d-3 and
Rule 13d-5 under the Exchange Act, except that in calculating the beneficial
ownership of any particular "person" (as that term is used in Section 13(d)(3)
of the Exchange Act), such "person" will be deemed to have beneficial ownership
of all securities that such "person" has the right to acquire by conversion or
exercise of other securities, whether such right is currently exercisable or is
exercisable only upon the occurrence of a subsequent condition. The terms
"Beneficially Owns" and "Beneficially Owned" have a corresponding meaning.

     "Board of Directors" means:

          (1) with respect to a corporation, the board of directors of the
     corporation;

          (2) with respect to a partnership, the board of directors of the
     general partner of the partnership; and

          (3) with respect to any other Person, the board or committee of such
     Person serving a similar function.

     "Broker-Dealer" has the meaning set forth in the Registration Rights
Agreement.

     "Business Day" means any day other than a Legal Holiday.


<PAGE>
                                      -4-


     "Capital Lease Obligation" means, at the time any determination is to be
made, the amount of the liability in respect of a capital lease that would at
that time be required to be capitalized on a balance sheet in accordance with
GAAP.

     "Capital Stock" means:

          (1) in the case of a corporation, corporate stock;

          (2) in the case of an association or business entity, any and all
     shares, interests, participations, rights or other equivalents (however
     designated) of corporate stock;

          (3) in the case of a partnership or limited liability company,
     partnership or membership interests (whether general or limited); and

          (4) any other interest or participation that confers on a Person the
     right to receive a share of the profits and losses of, or distributions of
     assets of, the issuing Person.

     "Cash Equivalents" means:

          (1) cash;

          (2) securities issued or directly and fully guaranteed or insured by
     the United States, British or European Union government or any agency or
     instrumentality of the United States, British or European Union government
     (provided that the full faith and credit of the United States, British or
     European Union government, as applicable, is pledged in support of those
     securities) having maturities of not more than six months from the date of
     acquisition;

          (3) certificates of deposit and eurodollar time deposits with
     maturities of six months or less from the date of acquisition, bankers'
     acceptances with maturities not exceeding six months and overnight bank
     deposits, in each case, with any lender party to the Credit Agreement or
     with any domestic, British or European Union commercial bank having capital
     and surplus in excess of $150.0 million;

          (4) repurchase obligations with a term of not more than 30 days for
     underlying securities of the types described in clauses (2) and (3) above
     entered into with any financial institution meeting the qualifications
     specified in clause (3) above;

          (5) commercial paper with a maturity of 365 days or less from the date
     of acquisition issued by a corporation organized under the laws of any
     state of the United States of America or the District of Columbia or any
     foreign country recognized by the United States of America whose debt
     rating, at the time as of which such investment is made, is at least "A-1"
     by Standard & Poor's Corporation or at least "P-1" by Moody's


<PAGE>
                                      -5-


     Investors Service, Inc. or rated at least an equivalent rating category of
     another nationally recognized securities rating agency;

          (6) any security, maturing not more than 365 days after the date of
     acquisition, backed by standby or direct pay letters of credit issued by a
     bank meeting the qualifications described in clause (3) above;

          (7) any security, maturing not more than 365 days after the date of
     acquisition, issued or fully guaranteed by any state, commonwealth or
     territory of the United States of America, or by any political subdivision
     thereof, and rated at least "A" by Standard & Poor's Corporation or at
     least "A" by Moody's Investors Service, Inc. or rated at least an
     equivalent rating category of another nationally recognized securities
     rating agency; and

          (8) money market funds at least 95% of the assets of which constitute
     Cash Equivalents of the kinds described in clauses (1) through (7) of this
     definition.

     "Clearstream" means Clearstream Banking, S.A.

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

          (1) the direct or indirect sale, transfer, conveyance or other
     disposition (other than by way of merger or consolidation), in one or a
     series of related transactions, of all or substantially all of the
     properties or assets of the Company and the Restricted Subsidiaries, taken
     as a whole, to any "person" (as that term is used in Section 13(d)(3) of
     the Exchange Act) other than a Principal;

          (2) the adoption of a plan relating to the liquidation or dissolution
     of the Company;

          (3) the consummation of any transaction (including, without
     limitation, any merger or consolidation) the result of which is that any
     "person" (as defined above), other than the Principals or a Permitted
     Group, becomes the Beneficial Owner, directly or indirectly, of more than
     50% of the Voting Stock of the Company, measured by voting power rather
     than number of shares; or

          (4) the first day on which a majority of the members of the Board of
     Directors of the Company are not Continuing Directors.

     "Company" means Metaldyne Corporation, and any and all successors thereto.

     "Comparable Treasury Issue" means the United States Treasury Security
selected by the Reference Treasury Dealer as having a maturity comparable to the
remaining term of the Notes that would be utilized, at the time of selection and
in accordance with customary finan-


<PAGE>
                                      -6-


cial practice, in pricing new issues of corporate debt securities of comparable
maturity to the remaining term of the Notes.

     "Comparable Treasury Price" means with respect to any redemption date:

          (1) the average of the bid and asked prices for the Comparable
     Treasury Issue (expressed in each case as a percentage of its principal
     amount) on the third Business Day preceding such redemption date, as set
     forth in the daily statistical release (or any successor release) published
     by the Federal Reserve Bank of New York and designated "Composite 3:30 p.m.
     Quotations for U.S. Government Securities"; or

          (2) if such release (or any successor release) is not published or
     does not contain such prices on such Business Day, (A) the average of the
     Reference Treasury Dealer Quotations for such redemption date, after
     excluding the highest and lowest of such Reference Treasury Dealer
     Quotations or (B) if the Trustee obtains fewer than three such Reference
     Treasury Dealer Quotations, the average of all such Quotations.

     "Consolidated Assets" of any Person as of any date of determination means
the total assets of such Person as reflected on the most recently prepared
balance sheet of such Person, determined on a consolidated basis in accordance
with GAAP.

     "Consolidated Cash Flow" means, with respect to any specified Person for
any period, the Consolidated Net Income of such Person for such period plus:

          (1) an amount equal to any extraordinary loss plus any net loss
     realized by such Person or any of its Restricted Subsidiaries in connection
     with an Asset Sale, to the extent such losses were deducted in computing
     such Consolidated Net Income; plus

          (2) provision for taxes based on income or profits of such Person and
     its Restricted Subsidiaries for such period, to the extent that such
     provision for taxes was deducted in computing such Consolidated Net Income;
     plus

          (3) consolidated interest expense of such Person and its Restricted
     Subsidiaries for such period, whether paid or accrued and whether or not
     capitalized (including, without limitation, amortization of debt issuance
     costs and original issue discount, non-cash interest payments, the interest
     component of any deferred payment obligations, the interest component of
     all payments associated with Capital Lease Obligations, commissions,
     discounts and other fees and charges incurred in respect of letter of
     credit or bankers' acceptance financings, and net of the effect of all
     payments made or received pursuant to Hedging Obligations), to the extent
     that any such expense was deducted in computing such Consolidated Net
     Income; plus

          (4) the loss on Qualified Receivables Transactions; plus


<PAGE>
                                      -7-


          (5) dividends on preferred stock or accretion of discount on preferred
     stock to the extent reducing Consolidated Net Income; plus

          (6) depreciation, amortization (including amortization of goodwill and
     other intangibles but excluding amortization of prepaid cash expenses that
     were paid in a prior period) and other non-cash items (excluding any such
     non-cash expense to the extent that it represents an accrual of or reserve
     for cash expenses in any future period or amortization of a prepaid cash
     expense that was paid in a prior period) of such Person and its Restricted
     Subsidiaries for such period to the extent that such depreciation,
     amortization and other non-cash items were deducted in computing such
     Consolidated Net Income; minus

          (7) non-cash items increasing such Consolidated Net Income for such
     period, other than the accrual of revenue in the ordinary course of
     business; plus

          (8) non-cash gains or losses resulting from fluctuations in currency
     exchange rates will be excluded; plus

          (9) the disposition of any securities or the extinguishment of any
     Indebtedness will be excluded;

in each case, on a consolidated basis and determined in accordance with GAAP;
provided, however, that the provision for taxes based on the income or profits
of, the consolidated depreciation and amortization expense and such items of
expense or income attributable to, a Restricted Subsidiary shall be added to or
subtracted from Consolidated Net Income to compute Fixed Charge Coverage Ratio
only to the extent (and in the same proportion) that the net income of such
Restricted Subsidiary was included in calculating Consolidated Net Income.

     "Consolidated Net Income" means, with respect to any specified Person for
any period, the aggregate of the Net Income of such Person and its Restricted
Subsidiaries for such period, on a consolidated basis, determined in accordance
with GAAP; provided that:

          (1) the Net Income of any Person that is not a Restricted Subsidiary
     or that is accounted for by the equity method of accounting will be
     included only to the extent of the amount of dividends or distributions
     paid in cash to the specified Person or a Restricted Subsidiary of the
     Person;

          (2) the Net Income of any Restricted Subsidiary will be excluded to
     the extent that the declaration or payment of dividends or similar
     distributions by that Restricted Subsidiary of that Net Income is not at
     the date of determination permitted without any prior governmental approval
     (that has not been obtained) or, directly or indirectly, by operation of
     the terms of its charter or any agreement, instrument, judgment, decree,
     order, statute, rule or governmental regulation applicable to that
     Restricted Subsidiary or its stockholders; provided that if the Net Income
     of a Foreign


<PAGE>
                                      -8-


     Subsidiary for any period would be excluded from the Consolidated Net
     Income of the Company for such period under this clause (2) solely due to
     the effect of a restriction on the payment of dividends or similar
     distributions by such Foreign Subsidiary under the terms of Indebtedness of
     such Foreign Subsidiary incurred in accordance with the terms of this
     Indenture (including if such Indebtedness incurrence is being tested), such
     Net Income shall not be excluded from such Consolidated Net Income if (x)
     the ratio of Consolidated Cash Flow of such Foreign Subsidiary to the Fixed
     Charges of such Foreign Subsidiary, determined at the time of the
     incurrence of such Indebtedness, was at least 2.0 to 1.0, and (y) the
     Consolidated Cash Flow of such Foreign Subsidiary for the period under
     determination exceeds the Fixed Charges of such Foreign Subsidiary for such
     period;

          (3) the Net Income of any Person acquired in a pooling of interests
     transaction for any period prior to the date of such acquisition will be
     excluded; and

          (4) the cumulative effect of a change in accounting principles will be
     excluded.

     "Continuing Directors" means, as of any date of determination, any member
of the Board of Directors of the Company who:

          (1) was a member of such Board of Directors on the date of this
     Indenture; or

          (2) was nominated for election or elected to such Board of Directors
     with the approval of a majority of the Continuing Directors who were
     members of such Board at the time of such nomination or election or
     designated as a Director under the Shareholders Agreement.

     "Corporate Trust Office of the Trustee" means the principal office of the
Trustee at which at any time its corporate trust business shall be administered,
which office at the date hereof is located at [Address, City, State Zip],
Attention: [ ], or such other address as the Trustee may designate from time to
time by notice to the Holders and the Company, or the principal corporate trust
office of any successor Trustee (or such other address as such successor Trustee
may designate from time to time by notice to the Holders and the Company).

     "Credit Agreement" means that certain Credit Agreement, dated as of
November 28, 2000, by and among the Company, certain of its subsidiaries and The
Chase Manhattan Bank, as administrative agent and collateral agent, Credit
Suisse First Boston Corporation, as syndication agent, Comerica Bank, as
documentation agent, National City Bank, as documentation agent, Bank One, N.A.,
as documentation agent, and the other lenders party thereto, as amended,
modified, renewed, refunded, replaced or refinanced from time to time.


<PAGE>
                                      -9-


     "Credit Facilities" means one or more debt facilities (including, without
limitation, the Credit Agreement) or commercial paper facilities, in each case
with banks or other institutional lenders providing for revolving credit loans,
term loans, receivables financing (including through the sale of receivables to
such lenders or to special purpose entities formed to borrow from such lenders
against such receivables) or letters of credit, in each case, as amended,
restated, modified, renewed, refunded, replaced or refinanced in whole or in
part from time to time.

     "Custodian" means the Trustee, as custodian with respect to the Notes in
global form, or any successor entity thereto.

     "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.

     "Definitive Note" means a certificated Note registered in the name of the
Holder thereof and issued in accordance with Sections 2.01 and 2.02 or 2.06
hereof, substantially in the form of Exhibit A hereto except that such Note
shall not bear the Global Note Legend and shall not have the "Schedule of
Exchanges of Interests in the Global Note" attached thereto.

     "Depositary" means, with respect to the Notes issuable or issued in whole
or in part in global form, the Person specified in Section 2.03 hereof as the
Depositary with respect to the Notes, and any and all successors thereto
appointed as depositary hereunder and having become such pursuant to the
applicable provision of this Indenture.

     "Disqualified Stock" means any Capital Stock that, by its terms (or by the
terms of any security into which it is convertible or for which it is
exchangeable, in each case at the option of the holder of the Capital Stock), 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 of the Capital Stock, in whole or in part, on or prior to the date on
which the Notes mature. Notwithstanding the preceding sentence, any Capital
Stock that would constitute Disqualified Stock solely because the holders of the
Capital Stock have the right to require the Company to repurchase such Capital
Stock upon the occurrence of a change of control or an asset sale shall not
constitute Disqualified Stock if the terms of such Capital Stock provide that
the Company may not repurchase or redeem any such Capital Stock pursuant to such
provisions unless such repurchase or redemption complies with Section 4.07
hereof. Disqualified Stock shall not include the existing restricted stock
obligations of the Company and the Existing Preferred Stock.

     "Domestic Subsidiary" means any Restricted Subsidiary of the Company that
was formed under the laws of the United States or any state of the United States
or the District of Columbia or that guarantees or otherwise provides direct
credit support for any Indebtedness of the Company.


<PAGE>
                                      -10-


     "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).

     "Equity Offering" means a primary sale of Capital Stock of the Company or,
to the extent the net cash proceeds thereof are paid to the Company as a capital
contribution, Capital Stock for cash to a Person or Persons other than a
Subsidiary of the Company.

     "Euroclear" means Euroclear Bank S.A./N.V., as operator of the Euroclear
system.

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

     "Exchange Notes" means the Notes issued in the Exchange Offer pursuant to
Section 2.06 hereof.

     "Exchange Offer" has the meaning set forth in the Registration Rights
Agreement.

     "Exchange Offer Registration Statement" has the meaning set forth in the
Registration Rights Agreement.

     "Existing Indebtedness" means the Indebtedness of the Company and its
Subsidiaries (other than Indebtedness under the Credit Agreement) in existence
on the date of this Indenture, until such amounts are repaid.

     "Existing Preferred Stock" means the issued and outstanding series of
preferred stock of the Company as of the date of this Indenture.

     "Fixed Charge Coverage Ratio" means with respect to any specified Person
for any period, the ratio of the Consolidated Cash Flow of such Person and its
Restricted Subsidiaries for such period to the Fixed Charges of such Person and
its Restricted Subsidiaries for such period. In the event that the specified
Person or any of its Restricted Subsidiaries incurs, repays, repurchases,
redeems, defeases or otherwise retires any Indebtedness (other than ordinary
working capital borrowings) or issues, repurchases or redeems preferred stock
subsequent to the commencement of the period for which the Fixed Charge Coverage
Ratio is being calculated and on or prior to the date on which the event for
which the calculation of the Fixed Charge Coverage Ratio is made (the
"Calculation Date"), then the Fixed Charge Coverage Ratio will be calculated
giving pro forma effect to such incurrence, repayment, repurchase, redemption,
defeasance or other retirement of Indebtedness, or such issuance, repurchase or
redemption of preferred stock, and the use of the proceeds therefrom as if the
same had occurred at the beginning of the applicable four-quarter reference
period.

     In addition, for purposes of calculating the Fixed Charge Coverage Ratio:

          (1) acquisitions of a business or operations that have been made by
     the specified Person or any of its Restricted Subsidiaries, including
     through mergers or


<PAGE>
                                      -11-


     consolidations and including any related financing transactions, during the
     four-quarter reference period or subsequent to such reference period and on
     or prior to the Calculation Date will be given pro forma effect as if they
     had occurred on the first day of the four-quarter reference period and
     Consolidated Cash Flow for such reference period will be calculated on a
     pro forma basis determined in good faith by a responsible financial or
     accounting officer of the Company (and such calculations may include such
     pro forma adjustments for non-recurring items that the Company considers
     reasonable in order to reflect the ongoing impact of any such transaction
     on the Company's results of operations), but without giving effect to
     clause (3) of the proviso set forth in the definition of Consolidated Net
     Income;

          (2) the Consolidated Cash Flow attributable to discontinued
     operations, as determined in accordance with GAAP, and operations or
     businesses disposed of prior to the Calculation Date, will be excluded; and

          (3) the Fixed Charges attributable to discontinued operations, as
     determined in accordance with GAAP, and operations or businesses disposed
     of prior to the Calculation Date, will be excluded but only to the extent
     that the obligations giving rise to such Fixed Charges will not be
     obligations of the specified Person or any of its Restricted Subsidiaries
     following the Calculation Date.

     "Fixed Charges" means, with respect to any specified Person for any period,
the sum, without duplication, of:

          (1) the consolidated interest expense of such Person and its
     Restricted Subsidiaries for such period, whether paid or accrued,
     including, without limitation, amortization of debt issuance costs and
     original issue discount, non-cash interest payments, the interest component
     of any deferred payment obligations, the interest component of all payments
     associated with Capital Lease Obligations, commissions, discounts and other
     fees and charges incurred in respect of letter of credit or bankers'
     acceptance financings, and net of the effect of all payments made or
     received pursuant to Hedging Obligations, to the extent deducted in
     computing Consolidated Net Income; provided, however, that with respect to
     any Restricted Subsidiary that is not a Wholly-Owned Subsidiary, if the
     Consolidated Cash Flow of such Restricted Subsidiary for such period is
     greater than or equal to such consolidated interest expense of such
     Restricted Subsidiary for such period, then such Person shall only include
     the consolidated interest expense of such Restricted Subsidiary to the
     extent of the equity ownership of such Person in such Restricted Subsidiary
     (calculated in accordance with Section 13(d) of the Exchange Act); plus

          (2) the consolidated interest of such Person and its Restricted
     Subsidiaries that was capitalized during such period, to the extent
     deducted in computing Consolidated Net Income; plus


<PAGE>
                                      -12-


          (3) any interest expense on Indebtedness of another Person that is
     Guaranteed by such Person or one of its Restricted Subsidiaries or secured
     by a Lien on assets of such Person or one of its Restricted Subsidiaries,
     whether or not such Guarantee or Lien is called upon; plus

          (4) the loss on Qualified Receivables Transactions; plus

          (5) all dividends, whether paid in cash, assets or securities on any
     series of preferred stock of the Company or any Restricted Subsidiary,
     other than dividends on Equity Interests payable solely in Equity Interests
     of the Company or a Guarantor (other than Disqualified Stock) or to the
     Company or a Restricted Subsidiary;

     excluding, to the extent included in such consolidated interest expense,
     any of the foregoing items of any Person acquired by the Company or a
     Subsidiary of the Company in a pooling-of-interests transaction for any
     period prior to the date of such transaction.

     "Foreign Subsidiary" means a Restricted Subsidiary that is organized under
the laws of any country other than the United States and substantially all the
assets of which are located outside the United States.

     "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 entity as have been approved by a significant segment of the accounting
profession, which are in effect from time to time.

     "Global Note Legend" means the legend set forth in Section 2.06(g)(2),
which is required to be placed on all Global Notes issued under this Indenture.

     "Global Notes" means, individually and collectively, each of the permanent
global Notes, substantially in the form of Exhibit A hereto, issued in
accordance with Sections 2.01 and 2.02, 2.06(b), 2.06(d) or 2.06(f) hereof. Each
Global Note shall bear the Global Note Legend, shall have the "Schedule of
Exchanges of Interests in the Global Note" attached thereto, shall be deposited
with or on behalf of and registered in the name of the Depositary, and shall
represent a series of Notes that do not bear the Private Placement Legend.

     "Government Securities" means direct obligations of, or obligations
guaranteed by, the United States of America, and the payment for which the
United States pledges its full faith and credit.

     "Guarantee" means a guarantee other than by endorsement of negotiable
instruments for collection in the ordinary course of business, direct or
indirect, in any manner including, without limitation, by way of a pledge of
assets or through letters of credit or reimbursement agreements in respect
thereof, of all or any part of any Indebtedness.


<PAGE>
                                      -13-


     "Guarantors" means each of:

          (1) the Domestic Subsidiaries of the Company as of the date of this
     Indenture, other than the Receivables Subsidiary; and

          (2) any other subsidiary that executes a Note Guarantee in accordance
     with the provisions of this Indenture,

and their respective successors and assigns.

     "Heartland" means Heartland Industrial Partners, L.P., a Delaware limited
partnership, and its successors.

     "Hedging Obligations" means, with respect to any specified Person, the
obligations of such Person under:

          (1) interest rate swap agreements, interest rate cap agreements and
     interest rate collar agreements; and

          (2) other agreements or arrangements designed to protect such Person
     against fluctuations in interest rates, commodity prices or currency risks
     incurred in the ordinary course of business.

     "Holder" means a Person in whose name a Note is registered.

     "Indebtedness" means, with respect to any specified Person, any
indebtedness of such Person, whether or not contingent:

          (1) in respect of borrowed money;

          (2) evidenced by bonds, notes, debentures or similar instruments or
     letters of credit (or reimbursement agreements in respect thereof);

          (3) in respect of banker's acceptances;

          (4) representing Capital Lease Obligations;

          (5) representing the balance deferred and unpaid of the purchase price
     of any property, except any such balance that constitutes an accrued
     expense or trade payable or non-competition or trade name licensing
     arrangements on customary terms entered into in connection with an
     acquisition; or

          (6) representing any Hedging Obligations,

if and to the extent any of the preceding items (other than letters of credit
and Hedging Obligations) would appear as a liability upon a balance sheet of the
specified Person prepared in


<PAGE>
                                      -14-


accordance with GAAP. In addition, the term "Indebtedness" includes all
Indebtedness of others secured by a Lien on any asset of the specified Person
(whether or not such Indebtedness is assumed by the specified Person) and, to
the extent not otherwise included, the Guarantee by the specified Person of any
Indebtedness of any other Person.

     The amount of any Indebtedness outstanding as of any date will be:

          (1) the accreted value of the Indebtedness, in the case of any
     Indebtedness issued with original issue discount; and

          (2) the principal amount of the Indebtedness, together with any
     interest on the Indebtedness that is more than 30 days past due, in the
     case of any other Indebtedness.

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

     "Indirect Participant" means a Person who holds a beneficial interest in a
Global Note through a Participant.

     "Initial Holder[s]" means [DaimlerChrysler Corporation, a Delaware
corporation], and any and all successors thereof.

     "Institutional Accredited Investor" means an institution that is an
"accredited investor" as defined in Rule 501(a)(1), (2), (3) or (7) under the
Securities Act, who is not also a QIB.

     "Investments" means, with respect to any Person, all direct or indirect
investments by such Person in other Persons (including Affiliates) in the forms
of loans (including Guarantees or other obligations), advances or capital
contributions (excluding commission, travel and similar advances to officers and
employees made in the ordinary course of business), purchases or other
acquisitions for consideration of Indebtedness, Equity Interests or other
securities, together with all items that are or would be classified as
investments on a balance sheet prepared in accordance with GAAP. If the Company
or any Subsidiary of the Company sells or otherwise disposes of any Equity
Interests of any direct or indirect Subsidiary of the Company such that, after
giving effect to any such sale or disposition, such Person is no longer a
Subsidiary of the Company, the Company will be deemed to have made an Investment
on the date of any such sale or disposition equal to the fair market value of
the Company's Investments in such Subsidiary that were not sold or disposed of
in an amount determined as provided in the final paragraph of Section 4.07. The
acquisition by the Company or any Subsidiary of the Company of a Person that
holds an Investment in a third Person will be deemed to be an Investment by the
Company or such Subsidiary in such third Person in an amount equal to the fair
market value of the Investments held by the acquired Person in such third Person
in an amount determined as provided in the final paragraph of Section 4.07.

     "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


<PAGE>
                                      -15-


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 on such payment for the
intervening period.

     "Letter of Transmittal" means the letter of transmittal to be prepared by
the Company and sent to all Holders of the Notes for use by such Holders in
connection with the Exchange Offer.

     "Lien" means, with respect to any asset, any mortgage, lien, pledge,
charge, security interest or encumbrance of any kind in respect of such asset,
whether or not filed, recorded or otherwise perfected under applicable law,
including any conditional sale or other title retention agreement, any lease in
the nature thereof, any option or other agreement to sell or give a security
interest in and, except in connection with any Qualified Receivables
Transaction, any filing of or agreement to give any financing statement under
the Uniform Commercial Code (or equivalent statutes) of any jurisdiction.

     "Liquidated Damages" means all liquidated damages then owing pursuant to
Section 2(d) of the Registration Rights Agreement.

     "Net Income" means, with respect to any specified Person, the net income
(loss) of such Person, determined in accordance with GAAP and before any
reduction in respect of preferred stock dividends, excluding, however:

          (1) any gain or loss, together with any related provision for taxes on
     such gain or loss, realized in connection with:

               (a) any Asset Sale or

               (b) the disposition of any securities by such Person or any of
          its Restricted Subsidiaries or the extinguishment of any Indebtedness
          of such Person or any of its Restricted Subsidiaries; and

          (2) any extraordinary gain or loss, together with any related
     provision for taxes on such extraordinary gain or loss.

     "Net Proceeds" means the aggregate cash proceeds received by the Company or
any of its Restricted Subsidiaries in respect of any Asset Sale (including,
without limitation, any cash received upon the sale or other disposition of any
non-cash consideration received in any Asset Sale), net of the direct costs
relating to such Asset Sale, including, without limitation, legal, accounting
and investment banking fees, and sales commissions, and any relocation expenses
incurred as a result of the Asset Sale, taxes paid or payable as a result of the
Asset Sale, in each case, after taking into account any available tax credits or
deductions and any tax sharing arrangements, and amounts required to be applied
to the repayment of Indebtedness, other than Indebtedness under a Credit
Facility, secured by a Lien on the asset or assets that


<PAGE>
                                      -16-


were the subject of such Asset Sale and any reserve for adjustment in respect of
the sale price of such asset or assets established in accordance with GAAP.

     "Non-Guarantor Subsidiaries" means MTSPC, Inc. and any other Receivables
Subsidiary, each non-Domestic Subsidiary and Domestic Subsidiary not required to
provide Guarantees under the Credit Agreement.

     "Non-U.S. Person" means a Person who is not a U.S. Person.

     "Note Guarantee" means the Guarantee by each Guarantor of the Company's
payment obligations under this Indenture and on the Notes, executed pursuant to
the provisions of this Indenture.

     "Notes" has the meaning assigned to it in the preamble to this Indenture.

     "Obligations" means any principal, interest, penalties, fees,
indemnifications, reimbursements, damages and other liabilities payable under
the documentation governing any Indebtedness.

     "Officer" means, with respect to any Person, the Chairman of the Board, the
Chief Executive Officer, the President, the Chief Operating Officer, the Chief
Financial Officer, the Treasurer, any Assistant Treasurer, the Controller, the
Secretary or any Vice-President 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, the principal financial officer, the treasurer or the principal
accounting officer of the Company, that meets the requirements of Section 13.05
hereof.

     "Opinion of Counsel" means an opinion from legal counsel who is reasonably
acceptable to the Trustee, that meets the requirements of Section 13.05 hereof.
The counsel may be an employee of or counsel to the Company, any Subsidiary of
the Company or the Trustee.

     "Participant" means, with respect to the Depositary, Euroclear or
Clearstream, a Person who has an account with the Depositary, Euroclear or
Clearstream, respectively (and, with respect to DTC, shall include Euroclear and
Clearstream).

     "Permitted Acquired Investment" means any Investment by any Person (the
"Subject Person") in another Person made prior to the time:

          (1) the Subject Person became a Restricted Subsidiary,

          (2) the Subject Person merged into or consolidated with a Restricted
     Subsidiary, or


<PAGE>
                                      -17-


          (3) another Restricted Subsidiary merged into or was consolidated with
     the Subject Person (in a transaction in which the Subject Person became a
     Restricted Subsidiary),

provided that such Investment was not made in anticipation of any such
transaction and was outstanding prior to such transaction; provided, further,
that the book value of such Investments (excluding all Permitted Investments
(other than those referred to in clause (14) of the definition thereof)) do not
exceed 5% of the Consolidated Assets of the Subject Person immediately prior to
the Subject Person becoming a Restricted Subsidiary.

     "Permitted Group" means any group of investors that is deemed to be a
"person" (as that term is used in Section 13(d)(3) of the Exchange Act) at any
time prior to an underwritten initial public offering of common stock of the
Company, by virtue of the Stockholders Agreement, as the same may be amended,
modified or supplemented from time to time, provided that no single Person
(other than the Principals) Beneficially Owns (together with its Affiliates)
more of the Voting Stock of the Company that is Beneficially Owned by such group
of investors than is then collectively Beneficially Owned by the Principals in
the aggregate.

     "Permitted Investments" means:

          (1) any Investment in the Company or in a Restricted Subsidiary of the
     Company;

          (2) any Investment in Cash Equivalents;

          (3) any Investment by the Company or any Subsidiary of the Company in
     a Person, if as a result of such Investment:

               (a) such Person becomes a Restricted Subsidiary of the Company;
          or

               (b) such Person is merged, consolidated or amalgamated with or
          into, or transfers or conveys substantially all of its assets to, or
          is liquidated into, the Company or a Restricted Subsidiary of the
          Company;

          (4) any Investment made as a result of the receipt of non-cash
     consideration from an Asset Sale that was made pursuant to and in
     compliance with Section 4.10 hereof;

          (5) any acquisition of assets to the extent in exchange for the
     issuance of Equity Interests (other than Disqualified Stock) of the
     Company;

          (6) any Investments received in compromise of obligations of such
     persons incurred in the ordinary course of trade creditors or customers
     that were incurred in the


<PAGE>
                                      -18-


     ordinary course of business, including pursuant to any plan of
     reorganization or similar arrangement upon the bankruptcy or insolvency of
     any trade creditor or customer;

          (7) Hedging Obligations;

          (8) lease, utility and other similar deposits in the ordinary course
     of business;

          (9) Investments existing on the date of this Indenture;

          (10) loans or advances to employees for purposes of purchasing Capital
     Stock of the Company in an aggregate amount outstanding at any one time not
     to exceed $7.5 million and other loans and advances to employees of the
     Company and its Subsidiaries in the ordinary course of business and on
     terms consistent with practices in effect prior to the date of this
     Indenture, including travel, moving and other like advances;

          (11) loans or advances to vendors or contractors of the Company in the
     ordinary course of business and consistent with past practices;

          (12) Investments in Unrestricted Subsidiaries, partnerships or joint
     ventures involving the Company or its Restricted Subsidiaries, if the
     amount of such Investment (after taking into account the amount of all
     other Investments made pursuant to this clause (12), less any return of
     capital realized or any repayment of principal received on such Permitted
     Investments, or any release or other cancellation of any Guarantee
     constituting such Permitted Investment, which has not at such time been
     reinvested in Permitted Investments made pursuant to this clause (12)),
     does not exceed 2.5% of the Company's Consolidated Assets);

          (13) the acquisition by a Receivables Subsidiary in connection with a
     Qualified Receivables Transaction of Equity Interests of a trust or other
     Person established by such Receivables Subsidiary to effect such Qualified
     Receivables Transaction; and any other Investment by the Company or a
     Subsidiary of the Company in a Receivables Subsidiary or any Investment by
     a Receivables Subsidiary in any other Person in connection with a Qualified
     Receivables Transaction; and

          (14) Permitted Acquired Investments.

     "Permitted Liens" means:

          (1) Liens to secure Senior Debt of the Company and any Guarantor or to
     secure Indebtedness of a Restricted Subsidiary that is not a Guarantor,
     including, without limitation, Indebtedness and other Obligations under
     Credit Facilities;

          (2) Liens in favor of the Company or the Guarantors;


<PAGE>
                                      -19-


          (3) Liens on property of a Person existing at the time such Person is
     merged with or into or consolidated with the Company or any Subsidiary of
     the Company; provided that such Liens were in existence prior to the
     contemplation of such merger or consolidation and do not extend to any
     assets other than those of the Person merged into or consolidated with the
     Company or the Subsidiary;

          (4) Liens on property existing at the time of acquisition of the
     property by the Company or any Subsidiary of the Company, provided that
     such Liens were in existence prior to the contemplation of such
     acquisition;

          (5) Liens to secure the performance of statutory obligations, surety
     or appeal bonds, performance bonds or other obligations of a like nature
     incurred in the ordinary course of business;

          (6) Liens to secure Indebtedness (including Capital Lease Obligations)
     permitted by clause (4) of the second paragraph of Section 4.09 hereof
     covering only the assets acquired with such Indebtedness;

          (7) Liens existing on the date of this Indenture;

          (8) Liens for taxes, assessments or governmental charges or claims
     that are not yet delinquent or that are being contested in good faith by
     appropriate proceedings promptly instituted and diligently concluded,
     provided that any reserve or other appropriate provision as is required in
     conformity with GAAP has been made therefor;

          (9) Liens on assets of the Company or a Receivables Subsidiary
     incurred in connection with a Qualified Receivables Transaction;

          (10) Liens replacing any of the items set forth in clauses (1), (3),
     (4) and (7) above, provided that (A) the principal amount of the
     Indebtedness secured by such Liens shall not be increased (except with
     respect to premiums or other payments paid in connection with a concurrent
     Refinancing of such Indebtedness and the expenses incurred in connection
     therewith), (B) the principal amount of the Indebtedness secured by such
     Liens, determined as of the date of incurrence, has a Weighted Average Life
     to Maturity at least equal to the remaining Weighted Average Life to
     Maturity of the Indebtedness being Refinanced or repaid, (C) the maturity
     of the Indebtedness secured by such Liens is not earlier than that of the
     Indebtedness to be Refinanced, (D) such Liens have the same or a lower
     ranking and priority as the Liens being replaced, and (E) such Liens shall
     be limited to the property or assets encumbered by the Lien so replaced;

          (11) Liens encumbering cash proceeds (or securities purchased
     therewith) from Indebtedness permitted to be incurred pursuant to Section
     4.09 hereof which are set aside at the time of such incurrence in order to
     secure an escrow arrangement pur-


<PAGE>
                                      -20-


     suant to which such cash proceeds (or securities purchased therewith) are
     contemplated to ultimately be released to the Company or a Restricted
     Subsidiary or returned to the lenders of such Indebtedness, provided that
     such Liens are automatically released concurrently with the release of such
     cash proceeds (or securities purchased therewith) from such escrow
     arrangement;

          (12) Liens (including extensions, renewals and replacements thereof)
     upon property or assets created for the purpose of securing Indebtedness
     incurred to finance or Refinance the cost (including the cost of
     construction) of such property or assets, provided that (A) the principal
     amount of the Indebtedness secured by such Lien does not exceed 100% of the
     cost of such property or assets, (B) such Lien does not extend to or cover
     any property or assets other than the property or assets being financed or
     Refinanced by such Indebtedness and any improvements thereon, and (C) the
     incurrence of such Indebtedness is permitted by Section 4.09 hereof;

          (13) Liens securing Indebtedness of Foreign Subsidiaries permitted to
     be incurred under Section 4.09 hereof;

          (14) Liens (other than Liens securing subordinated Indebtedness)
     which, when the Indebtedness relating to those Liens is added to all other
     then outstanding Indebtedness of the Company and its Restricted
     Subsidiaries secured by Liens and not listed in clauses (1) through (13)
     above or (15) through (26) below, does not exceed 5% of the Consolidated
     Assets of the Company;

          (15) Liens incurred or deposits made in the ordinary course of
     business in connection with workers' compensation, unemployment insurance
     and other types of social security or similar obligations, including any
     Lien securing letters of credit issued in the ordinary course of business
     consistent with past practice in connection therewith, or to secure the
     performance of tenders, statutory obligations, surety and appeal bonds,
     bids, leases, government contracts, performance and return-of-money bonds
     and other similar obligations (exclusive of obligations for the payment of
     borrowed money);

          (16) judgment Liens not accompanied by an Event of Default of the type
     described in clause (6) under Section 6.01 hereof arising from such
     judgment; (17) easements, rights-of-way, zoning restrictions, minor defects
     or irregularities in title and other similar charges or encumbrances in
     respect of real property not interfering in any material respect with the
     ordinary conduct of business of the Company or any of its Restricted
     Subsidiaries;

          (18) any interest or title of a lessor under any lease, whether or not
     characterized as capital or operating; provided that such Liens do not
     extend to any property or assets which is not leased property subject to
     such lease;


<PAGE>
                                      -21-


          (19) Liens upon specific items of inventory or other goods and
     proceeds of any Person securing such Person's obligations in respect of
     bankers' acceptances issued or created for the account of such Person to
     facilitate the purchase, shipment or storage of such inventory or other
     goods;

          (20) Liens securing reimbursement obligations with respect to letters
     of credit which encumber documents and other property relating to such
     letters of credit and products and proceeds thereof;

          (21) Liens encumbering deposits made to secure obligations arising
     from statutory, regulatory, contractual, or warranty requirements of the
     Company or any of the Restricted Subsidiaries, including rights of offset
     and set-off;

          (22) leases or subleases granted to others not interfering in any
     material respect with the business of the Company or the Restricted
     Subsidiaries;

          (23) Liens securing Hedging Obligations;

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

          (25) Liens encumbering initial deposits and margin deposits, and other
     Liens incurred in the ordinary course of business and that are within the
     general parameters customary in the industry; and

          (26) Liens arising from filing Uniform Commercial Code financing
     statements regarding leases.

     "Permitted Refinancing Indebtedness" means any Indebtedness of the Company
or any of its Restricted Subsidiaries issued in exchange for, or the net
proceeds of which are used to extend, refinance, renew, replace, defease or
refund other Indebtedness of the Company or any of its Restricted Subsidiaries
(other than intercompany Indebtedness); provided that:

          (1) the principal amount (or accreted value, if applicable) of such
     Permitted Refinancing Indebtedness does not exceed the principal amount (or
     accreted value, if applicable) of the Indebtedness extended, refinanced,
     renewed, replaced, defeased or refunded (plus all accrued interest on the
     Indebtedness and the amount of all expenses and premiums incurred in
     connection therewith);

          (2) such Permitted Refinancing Indebtedness has a final maturity date
     later than the final maturity date of, and has a Weighted Average Life to
     Maturity equal to or greater than the Weighted Average Life to Maturity of,
     the Indebtedness being extended, refinanced, renewed, replaced, defeased or
     refunded;


<PAGE>
                                      -22-


          (3) if the Indebtedness being extended, refinanced, renewed, replaced,
     defeased or refunded is subordinated in right of payment to the Notes, such
     Permitted Refinancing Indebtedness has a final maturity date later than the
     final maturity date of, and is subordinated in right of payment to, the
     Notes on terms at least as favorable to the Holders of Notes as those
     contained in the documentation governing the Indebtedness being extended,
     refinanced, renewed, replaced, defeased or refunded; and

          (4) such Indebtedness is incurred either by the Company, a Guarantor
     or by the Restricted Subsidiary who is the obligor on the Indebtedness
     being extended, refinanced, renewed, replaced, defeased or refunded.

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

     "Principals" means Heartland and any of its Affiliates.

     "Private Placement Legend" means the legend set forth in Section 2.06(g)(1)
to be placed on all Notes issued under this Indenture except where otherwise
permitted by the provisions of this Indenture.

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

     "Qualified Receivables Transaction" means any transaction or series of
transactions entered into by the Company or any of its Subsidiaries pursuant to
which the Company or any of its Subsidiaries sells, conveys or otherwise
transfers to (i) a Receivables Subsidiary (in the case of a transfer by the
Company or any of its Subsidiaries) and (ii) any other Person (in the case of a
transfer by a Receivables Subsidiary), or grants a security interest in, any
accounts receivable (whether now existing or arising in the future) of the
Company or any of its Subsidiaries, and any assets related thereto including,
without limitation, all collateral securing such accounts receivable, all
contracts and all guarantees or other obligations in respect of such accounts
receivable, proceeds of such accounts receivable and other assets which are
customarily transferred or in respect of which security interests are
customarily granted in connection with asset securitization transactions
involving accounts receivable.

     "Recapitalization Agreement" means that certain recapitalization agreement
dated August 1, 2000 between MascoTech, Inc. (now known as the Company) and
Riverside Company LLC, as amended.

     "Receivables" means receivables, chattel paper, instruments, documents or
intangibles evidencing or relating to the right to payment of money.
"Receivables" shall include the indebtedness and payment obligations of any
Person to the Company or a Subsidiary arising from a sale of merchandise or
services by the Company or such Subsidiary in the ordinary course of its
business, including any right to payment for goods sold or for services
rendered,


<PAGE>
                                      -23-


and including the right to payment of any interest, finance charges, returned
check or late charges and other obligations of such Person with respect thereto.
Receivables shall also include (a) all of the Company's or such Subsidiary's
interest in the merchandise (including returned merchandise), if any, relating
to the sale which gave rise to such Receivable, (b) all other security interests
or Liens and property subject thereto from time to time purporting to secure
payment of such Receivable, whether pursuant to the contract related to such
Receivable or otherwise, together with all financing statements signed by an
Obligor describing any collateral securing such Receivable, and (c) all
guarantees, insurance, letters of credit and other agreements or arrangements of
whatever character from time to time supporting or securing payment of such
Receivable whether pursuant to the contract related to such Receivable or
otherwise.

     "Receivables Subsidiary" means a Subsidiary of the Company which engages in
no activities other than in connection with the financing of accounts receivable
and which is designated by the Board of Directors of the Company (as provided
below) as a Receivables Subsidiary (a) no portion of the Indebtedness or any
other Obligations (contingent or otherwise) of which (i) is guaranteed by the
Company or any Subsidiary of the Company (excluding guarantees of Obligations
(other than the principal of, and interest on, Indebtedness) pursuant to
representations, warranties, covenants and indemnities entered into in the
ordinary course of business in connection with a Qualified Receivables
Transaction), (ii) is recourse to or obligates the Company or any Subsidiary of
the Company in any way other than pursuant to representations, warranties,
covenants and indemnities entered into in the ordinary course of business in
connection with a Qualified Receivables Transaction or (iii) subjects any
property or asset of the Company or any Subsidiary of the Company (other than
accounts receivable and related assets as provided in the definition of
"Qualified Receivables Transaction"), directly or indirectly, contingently or
otherwise, to the satisfaction thereof, other than pursuant to representations,
warranties, covenants, limited repurchase obligations and indemnities entered
into in the ordinary course of business in connection with a Qualified
Receivables Transaction, (b) with which neither the Company nor any Subsidiary
of the Company has any material contract, agreement, arrangement or
understanding other than on terms no less favorable to the Company or such
Subsidiary than those that might be obtained at the time from Persons who are
not Affiliates of the Company, other than fees payable in the ordinary course of
business in connection with servicing accounts receivable and (c) with which
neither the Company nor any Subsidiary of the Company has any obligation to
maintain or preserve such Subsidiary's financial condition or cause such
Subsidiary to achieve certain levels of operating results. Any such designation
by the Board of Directors of the Company will be evidenced to the Trustee by
filing with the Trustee a certified copy of the resolution of the Board of
Directors (which resolution shall be conclusive) of the Company giving effect to
such designation and an Officers' Certificate certifying that such designation
complied with the foregoing conditions.

     "Reference Treasury Dealer" means Credit Suisse First Boston Corporation
and its successors; provided, however, that if Credit Suisse First Boston
Corporation shall cease to be a primary U.S. government securities dealer in New
York City (a "Primary Treasury Dealer"),


<PAGE>
                                      -24-


the Company shall substitute therefor another primary U.S. government securities
dealer to be the Primary Treasury Dealer.

     "Reference Treasury Dealer Quotations" means, with respect to any
redemption date, the average as determined by the Trustee, of the bid and asked
prices of the Comparable Treasury Issue (expressed in each case as a percentage
of its principal amount) quoted in writing to the Trustee by the Reference
Treasury Dealer at 5:00 p.m. on the third Business Day preceding such redemption
date.

     "Refinance" means, with respect to any Indebtedness, a renewal, extension,
refinancing, replacement, amendment, restatement or refunding of such
Indebtedness, and shall include any successive Refinancing of any of the
foregoing.

     "Registration Rights Agreement" means the Registration Rights Agreement,
dated as of the date hereof, among the Company, the Guarantors and the Initial
Holder[s], as such agreement may be amended, modified or supplemented from time
to time.

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

     "Remaining Scheduled Payments" means, with respect to each Note to be
redeemed, the sum of (a) the redemption price of such Note on [the fifth
anniversary of the 15th day of the month in which the Notes are originally
issued] and (b) the remaining scheduled payments of interest thereon that would
be due on or prior to [the fifth anniversary of the 15th day of the month in
which the Notes are originally issued] (but after the related redemption date
but for such redemption); provided, however, that if such redemption date is not
an interest payment date on the Notes, the amount of the next succeeding
scheduled interest payment on the Notes to be redeemed will be reduced by the
amount of interest accrued on those Notes to such redemption date.

     "Responsible Officer," when used with respect to the Trustee, means any
officer within the Corporate Trust Administration of the Trustee (or any
successor group of the Trustee), including any vice president, assistant vice
president, assistant secretary, trust officer 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.

     "Restricted Definitive Note" means a Definitive Note bearing the Private
Placement Legend.

     "Restricted Investment" means an Investment other than a Permitted
Investment.

     "Restricted Subsidiary" of a Person means any Subsidiary of the referent
Person that is not an Unrestricted Subsidiary.


<PAGE>
                                      -25-


     "Rule 144" means Rule 144 promulgated under the Securities Act.

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

     "Rule 903" means Rule 903 promulgated under the Securities Act.

     "Rule 904" means Rule 904 promulgated the Securities Act.

     "SEC" means the Securities and Exchange Commission.

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

     "Shareholders Agreement" means that certain shareholders agreement by and
among Heartland, Credit Suisse First Boston Equity Partners, L.P., Masco
Corporation, Richard Manoogian, their various affiliates and certain other
stockholders of the Company relating to their ownership in the Company.

     "Shelf Registration Statement" means the Shelf Registration Statement as
defined in the Registration Rights Agreement.

     "Significant Subsidiary" means any Subsidiary that would be a "significant
subsidiary" as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated
pursuant to the Securities Act, as such Regulation is in effect on the date of
this Indenture.

     "stated maturity" means, with respect to any installment of interest or
principal on any series of Indebtedness, the date on which the payment of
interest or principal was scheduled to be paid in the original documentation
governing such Indebtedness, and shall not include any contingent obligations to
repay, redeem or repurchase any such interest or principal prior to the date
originally scheduled for the payment thereof.

     "Stock Purchase Agreement" means that certain stock purchase agreement,
dated May 17, 2002, by and among the Company, TriMas and Heartland under which
Heartland and other investors acquired a majority of the common stock of the
Company.

     "Subsidiary" means, with respect to any specified Person:

          (1) 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 of the corporation, association
     or other business entity 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); and

          (2) any partnership (a) the sole general partner or the managing
     general partner of which is such Person or a Subsidiary of such Person or
     (b) the only general


<PAGE>
                                      -26-


     partners of which are that Person or one or more Subsidiaries of that
     Person (or any combination thereof).

     "TIA" means the Trust Indenture Act of 1939 (15 U.S.C. ss.ss. 77aaa-77bbbb)
as in effect on the date on which this Indenture is qualified under the TIA.

     "TriMas" means TriMas Corporation, a Delaware corporation.

     "TriMas Corporate Services Agreement" means that certain corporate services
agreement by and between the Company and TriMas pursuant to which the Company
and its subsidiaries will provide management information systems, legal, tax,
accounting, human resources and other support services to TriMas.

     "TriMas Shareholders Agreement" means that certain shareholders agreement
by and among TriMas, Heartland, Metaldyne Company LLC and other investors party
thereto relating to their ownership in TriMas.

     "Trustee" means the party named as such in the preamble to this Indenture
until a successor replaces it in accordance with the applicable provisions of
this Indenture and thereafter means the successor serving hereunder.

     "Unrestricted Definitive Note" means one or more Definitive Notes that do
not bear and are not required to bear the Private Placement Legend.

     "Unrestricted Subsidiary" means any Subsidiary of the Company that is
designated by the Board of Directors as an Unrestricted Subsidiary pursuant to a
Board Resolution, but only to the extent that such Subsidiary is not party to
any agreement, contract, arrangement or understanding with the Company or any
Restricted Subsidiary of the Company unless the terms of all such agreements,
contracts, arrangements or understandings are no less favorable to the Company
or such Restricted Subsidiary than those that might be obtained at the time from
Persons who are not Affiliates of the Company.

     Any designation of a Subsidiary of the Company as an Unrestricted
Subsidiary will be evidenced to the Trustee by filing with the Trustee a
certified copy of the Board Resolution giving effect to such designation and an
officers' certificate certifying that such designation complied with the
preceding conditions and was permitted by Section 4.07 hereof. If, at any time,
any Unrestricted Subsidiary would fail to meet the preceding requirements as an
Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted
Subsidiary for purposes of the indenture and any Indebtedness of such Subsidiary
will be deemed to be incurred by a Restricted Subsidiary of the Company as of
such date and, if such Indebtedness is not permitted to be incurred as of such
date under Section 4.09 hereof, the Company will be in default of such covenant.
The Board of Directors of the Company may at any time designate any Unrestricted
Subsidiary to be a Restricted Subsidiary; provided that such designation will be
deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the
Company of any


<PAGE>
                                      -27-


outstanding Indebtedness of such Unrestricted Subsidiary and such designation
will only be permitted if (1) such Indebtedness is permitted under the Section
4.09 hereof, calculated on a pro forma basis as if such designation had occurred
at the beginning of the four-quarter reference period; and (2) no Default or
Event of Default would be in existence following such designation.

     "U.S. Person" means a U.S. Person as defined in Rule 902(o) under the
Securities Act.

     "Voting Stock" of any Person as of any date means the Capital Stock of such
Person that is at the time entitled to vote in the election of the Board of
Directors of such Person.

     "Weighted Average Life to Maturity" means, when applied to any Indebtedness
at any date, the number of years obtained by dividing:

          (1) the sum of the products obtained by multiplying (a) the amount of
     each then remaining installment, sinking fund, serial maturity or other
     required payments of principal, including payment at final maturity, in
     respect of the Indebtedness, by (b) the number of years (calculated to the
     nearest one-twelfth) that will elapse between such date and the making of
     such payment; by

          (2) the then outstanding principal amount of such Indebtedness.

     "Wholly-Owned Subsidiary" of any specified Person means a Subsidiary of
such Person all of the outstanding Capital Stock or other ownership interests of
which (other than directors' qualifying shares) shall at the time be owned by
such Person or by one or more Wholly-Owned Subsidiaries of such Person or by
such Person and one or more Wholly-Owned Subsidiaries of such Person.

     Section 1.02 Other Definitions.

                                                                 Defined in
        Term                                                      Section

        "Acceleration Notice"...............................        6.02
        "Affiliate Transaction".............................      4.11(a)
        "Asset Sale Offer"..................................        3.09
        "Authentication Order"..............................        2.02
        "Capital Spending"..................................     4.09(b)(4)
        "Change of Control Offer"...........................      4.14(a)
        "Change of Control Payment".........................      4.14(a)
        "Change of Control Payment Date"....................     4.14(a)(2)
        "Covenant Defeasance"...............................        8.03
        "Designated Senior Debt"............................       10.02
        "DTC"...............................................        2.03
        "Event of Default"..................................        6.01

<PAGE>
                                      -28-


                                                                 Defined in
        Term                                                      Section

        "Excess Proceeds"...................................        4.10
        "incur".............................................      4.09(a)
        "Legal Defeasance"..................................        8.02
        "Offer Amount"......................................        3.09
        "Offer Period"......................................        3.09
        "Paying Agent"......................................        2.03
        "Payment Blockage Notice"...........................    10.04(a)(2)
        "Payment Default"...................................        6.01
        "Permitted Debt"....................................      4.09(b)
        "Permitted Junior Securities".......................       10.02
        "Purchase Date".....................................        3.09
        "Registrar".........................................        2.03
        "Representative"....................................       10.02
        "Restricted Payments"...............................        4.07
        "Senior Debt".......................................       10.02

     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; and

     "obligor" on the Notes and the Note Guarantees means the Company and the
Guarantors, respectively, and any successor obligor upon the Notes and the Note
Guarantees, respectively.

     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:


<PAGE>
                                      -29-


          (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;

          (5) "will" shall be interpreted to express a command;

          (6) provisions apply to successive events and transactions; and

          (7) references to sections of or rules under the Securities Act will
     be deemed to include substitute, replacement or successor sections or rules
     adopted by the SEC from time to time.


                                   ARTICLE 2.

                                    THE NOTES


     Section 2.01 Form and Dating.

     (a) General. The Notes and the Trustee's certificate of authentication will
be substantially in the form of Exhibit A hereto. The Notes may have notations,
legends or endorsements required by law, stock exchange rule or usage. Each Note
will be dated the date of its authentication. The Notes shall be in
denominations of $1,000 and integral multiples thereof.

     The terms and provisions contained in the Notes will constitute, and are
hereby expressly made, a part of this Indenture and the Company, the Guarantors
and the Trustee, by their execution and delivery of this Indenture, expressly
agree to such terms and provisions and to be bound thereby. However, to the
extent any provision of any Note conflicts with the express provisions of this
Indenture, the provisions of this Indenture shall govern and be controlling.

     (b) Global Notes. Notes issued in global form will be substantially in the
form of Exhibit A attached hereto (including the Global Note Legend thereon and
the "Schedule of Exchanges of Interests in the Global Note" attached thereto).
Notwithstanding any other provision of this Indenture, Notes shall not be issued
in global form except in connection with an exchange or transfer effected
pursuant to the Exchange Offer or the Shelf Registration Statement, in each
case, in accordance with the Registration Rights Agreement. Notes issued in

<PAGE>
                                      -30-


definitive form will be substantially in the form of Exhibit A attached hereto
(but without the Global Note Legend thereon and without the "Schedule of
Exchanges of Interests in the Global Note" attached thereto). Each Global Note
will represent such of the outstanding Notes as will be specified therein and
each shall provide that it represents the aggregate principal amount of
outstanding Notes from time to time endorsed thereon and that the aggregate
principal amount of outstanding Notes represented thereby may from time to time
be reduced or increased, as appropriate, to reflect exchanges and redemptions.
Any endorsement of a Global Note to reflect the amount of any increase or
decrease in the aggregate principal amount of outstanding Notes represented
thereby will be made by the Trustee or the Custodian, at the direction of the
Trustee, in accordance with instructions given by the Holder thereof as required
by Section 2.06 hereof.

     (c) Euroclear and Clearstream Procedures Applicable. The provisions of the
"Operating Procedures of the Euroclear System" and "Terms and Conditions
Governing Use of Euroclear" and the "General Terms and Conditions of Clearstream
Banking" and "Customer Handbook" of Clearstream will be applicable to transfers
of beneficial interests in Global Notes that are held by Participants through
Euroclear or Clearstream.

     Section 2.02 Execution and Authentication.

     One Officer must sign the Notes for the Company by manual or facsimile
signature.

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

     A Note will not be valid until authenticated by the manual signature of the
Trustee. The signature will be conclusive evidence that the Note has been
authenticated under this Indenture.

     On the date of original issuance of the Notes, the Trustee shall, upon
written order of the Company signed by an Officer (an "Authentication Order"),
authenticate Notes for original issue up to $31,746,000 in aggregate principal
amount and, upon delivery of any Authentication Order at any time and from time
to time thereafter, the Trustee shall authenticate Notes and Exchange Notes for
original issue in an aggregate principal amount specified in such Authentication
Order.

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

     Section 2.03 Registrar and Paying Agent.


<PAGE>
                                      -31-


     The Company will maintain an office or agency where Notes may be presented
for registration of transfer or for exchange ("Registrar") and an office or
agency where Notes may be presented for payment ("Paying Agent"). The Registrar
will 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 "Registrar" includes any co-registrar and the term "Paying
Agent" includes any additional paying agent. The Company may change any Paying
Agent or Registrar without notice to any Holder. The Company will notify the
Trustee in writing 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 or Paying Agent, the Trustee shall act as such. The Company or any of
its Subsidiaries may act as Paying Agent or Registrar.

     The Company initially appoints The Depository Trust Company ("DTC") to act
as Depositary with respect to any Global Note, effective upon issuance of such
Global Note.

     The Company initially appoints the Trustee to act as the Registrar and
Paying Agent with respect to the Notes and, effective upon issuance of any
Global Note, to act as Custodian with respect to such Global Notes.

     Section 2.04 Paying Agent to Hold Money in Trust.

     The Company will require each Paying Agent other than the Trustee to agree
in writing that the Paying Agent will hold in trust for the benefit of Holders
or the Trustee all money held by the Paying Agent for the payment of principal,
premium or Liquidated Damages, if any, or interest on the Notes, and will notify
the Trustee of any default by the Company in making any such payment. While any
such default continues, the Trustee may require a Paying Agent to pay all money
held by it to the Trustee. The Company at any time may require a Paying Agent to
pay all money held by it to the Trustee. Upon payment over to the Trustee, the
Paying Agent (if other than the Company or a Subsidiary) will have no further
liability for the money. If the Company or a Subsidiary acts as Paying Agent, it
will segregate and hold in a separate trust fund for the benefit of the Holders
all money held by it as Paying Agent. Upon any bankruptcy or reorganization
proceedings relating to the Company, the Trustee will serve as Paying Agent for
the Notes.

     Section 2.05 Holder Lists.

     The Trustee will preserve in as current a form as is reasonably practicable
the most recent list available to it of the names and addresses of all Holders
and shall otherwise comply with TIA ss. 312(a). If the Trustee is not the
Registrar, the Company will 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 the Holders of Notes and the
Company shall otherwise comply with TIA ss. 312(a).

     Section 2.06 Transfer and Exchange.


<PAGE>
                                      -32-


     (a) Transfer and Exchange of Global Notes. A Global Note may not be
transferred as a whole except by the Depositary to a nominee of the Depositary,
by a nominee of the Depositary to the Depositary or to another nominee of the
Depositary, or by the Depositary or any such nominee to a successor Depositary
or a nominee of such successor Depositary. All Global Notes will be exchanged by
the Company for Definitive Notes if:

          (1) the Company delivers to the Trustee notice from the Depositary
     that it is unwilling or unable to continue to act as Depositary or that it
     is no longer a clearing agency registered under the Exchange Act and, in
     either case, a successor Depositary is not appointed by the Company within
     120 days after the date of such notice from the Depositary; or

          (2) the Company in its sole discretion determines that the Global
     Notes (in whole but not in part) should be exchanged for Definitive Notes
     and delivers a written notice to such effect to the Trustee.

     Upon the occurrence of either of the preceding events in (1) or (2) above,
Definitive Notes shall be issued in such names as the Depositary shall instruct
the Trustee. Global Notes also may be exchanged or replaced, in whole or in
part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and
delivered in exchange for, or in lieu of, a Global Note or any portion thereof,
pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be
authenticated and delivered in the form of, and shall be, a Global Note. A
Global Note may not be exchanged for another Note other than as provided in this
Section 2.06(a), however, beneficial interests in a Global Note may be
transferred and exchanged as provided in Section 2.06(b), (c) or (f) hereof.

     (b) Transfer and Exchange of Beneficial Interests in the Global Notes. The
transfer and exchange of beneficial interests in the Global Notes will be
effected through the Depositary, in accordance with the provisions of this
Indenture and the Applicable Procedures. Transfers of beneficial interests in
the Global Notes also will require compliance with either subparagraph (1) or
(2) below, as applicable, as well as one or more of the other following
subparagraphs, as applicable:

          (1) Transfer of Beneficial Interests in the Same Global Note.
     Beneficial interests in any Global Note may be transferred to Persons who
     take delivery thereof in the form of a beneficial interest in the same
     Global Note. No written orders or instructions shall be required to be
     delivered to the Registrar to effect the transfers described in this
     Section 2.06(b)(1).

          (2) All Other Transfers and Exchanges of Beneficial Interests in
     Global Notes. In connection with all transfers and exchanges of beneficial
     interests that are not subject to Section 2.06(b)(1) above, the transferor
     of such beneficial interest must deliver to the Registrar either:


<PAGE>
                                      -33-


               (A) both:

                         (i) a written order from a Participant or an Indirect
                    Participant given to the Depositary in accordance with the
                    Applicable Procedures directing the Depositary to credit or
                    cause to be credited a beneficial interest in another Global
                    Note in an amount equal to the beneficial interest to be
                    transferred or exchanged; and

                         (ii) instructions given in accordance with the
                    Applicable Procedures containing information regarding the
                    Participant account to be credited with such increase; or

               (B) both:

                    (i) a written order from a Participant or an Indirect
               Participant given to the Depositary in accordance with the
               Applicable Procedures directing the Depositary to cause to be
               issued a Definitive Note in an amount equal to the beneficial
               interest to be transferred or exchanged; and (ii) instructions
               given by the Depositary to the Registrar containing information
               regarding the Person in whose name such Definitive Note shall be
               registered to effect the transfer or exchange referred to in (i)
               above.

     Upon satisfaction of all of the requirements for transfer or exchange of
beneficial interests in Global Notes contained in this Indenture and the Notes
or otherwise applicable under the Securities Act, the Trustee shall adjust the
principal amount of the relevant Global Note(s) pursuant to Section 2.06(h)
hereof.

     (c) Transfer or Exchange of Beneficial Interests in Global Notes for
Definitive Notes. If any holder of a beneficial interest in a Global Note
proposes to exchange such beneficial interest for a Definitive Note or to
transfer such beneficial interest to a Person who takes delivery thereof in the
form of a Definitive Note, then, upon satisfaction of the conditions set forth
in Section 2.06(b)(2) hereof, the Trustee will cause the aggregate principal
amount of the applicable Global Note to be reduced accordingly pursuant to
Section 2.06(h) hereof, and the Company will execute and the Trustee will
authenticate and deliver to the Person designated in the instructions a
Definitive Note in the appropriate principal amount. Any Definitive Note issued
in exchange for a beneficial interest pursuant to this Section 2.06 will be
registered in such name or names and in such authorized denomination or
denominations as the holder of such beneficial interest requests through
instructions to the Registrar from or through the Depositary and the Participant
or Indirect Participant. The Trustee will deliver such Definitive Notes to the
Persons in whose names such Notes are so registered. Any Definitive Note is-


<PAGE>
                                      -34-


sued in exchange for a beneficial interest pursuant to this Section 2.06 will
not bear the Private Placement Legend.

     (d) Transfer and Exchange of Definitive Notes for Beneficial Interests in
Global Notes.

          (1) Restricted Definitive Notes to Beneficial Interests in Global
     Notes. A Holder of a Restricted Definitive Note may exchange such Note for
     a beneficial interest in a Global Note or transfer such Restricted
     Definitive Note to a Person who takes delivery thereof in the form of a
     beneficial interest in a Global Note only if:

               (A) such exchange or transfer is effected pursuant to the
          Exchange Offer in accordance with the Registration Rights Agreement
          and the Holder, in the case of an exchange, or the transferee, in the
          case of a transfer, certifies in the applicable Letter of Transmittal
          that it is not (i) a Broker-Dealer, (ii) a Person participating in the
          distribution of the Exchange Notes or (iii) a Person who is an
          affiliate (as defined in Rule 144) of the Company;

               (B) such transfer is effected pursuant to the Shelf Registration
          Statement in accordance with the Registration Rights Agreement;

               (C) such transfer is effected by a Broker-Dealer pursuant to the
          Exchange Offer Registration Statement in accordance with the
          Registration Rights Agreement; or

               (D) the Registrar receives the following:

                    (i) if the Holder of such Restricted Definitive Note
               proposes to exchange such Note for a beneficial interest in the
               Global Note, a certificate from such Holder in the form of
               Exhibit C hereto, including the certifications in item (1)
               thereof; or

                    (ii) if the Holder of such Restricted Definitive Note
               proposes to transfer such Note to a Person who shall take
               delivery thereof in the form of a beneficial interest in the
               Global Note, a certificate from such Holder in the form of
               Exhibit B hereto, including the certifications in item (4)
               thereof;

          and, in each such case set forth in this subparagraph (D), if the
          Registrar so requests or if the Applicable Procedures so require, an
          Opinion of Counsel in form reasonably acceptable to the Registrar to
          the effect that such exchange or transfer is in compliance with the
          Securities Act and that the restrictions on transfer contained herein
          and in the Private Placement Legend are no longer required in order to
          maintain compliance with the Securities Act.


<PAGE>
                                      -35-


     Upon satisfaction of the conditions of any of the subparagraphs in this
Section 2.06(d)(1), the Trustee will cancel the Definitive Note and increase or
cause to be increased the aggregate principal amount of the Global Note.

          (2) Unrestricted Definitive Notes to Beneficial Interests in Global
     Notes. A Holder of an Unrestricted Definitive Note may exchange such Note
     for a beneficial interest in a Global Note or transfer such Definitive Note
     to a Person who takes delivery thereof in the form of a beneficial interest
     in a Global Note at any time. Upon receipt of a request for such an
     exchange or transfer, the Trustee will cancel the applicable Unrestricted
     Definitive Note and increase or cause to be increased the aggregate
     principal amount of the Global Note.

     If any such exchange or transfer from a Definitive Note to a beneficial
interest in a Global Note is effected pursuant to subparagraph (1)(B), (1)(D) or
(2) above at a time when a Global Note has not yet been issued, the Company will
issue and, upon receipt of an Authentication Order in accordance with Section
2.02 hereof, the Trustee will authenticate one or more Global Notes in an
aggregate principal amount equal to the principal amount of Definitive Notes so
transferred.

     (e) Transfer and Exchange of Definitive Notes for Definitive Notes. Upon
request by a Holder of Definitive Notes and such Holder's compliance with the
provisions of this Section 2.06(e), the Registrar will register the transfer or
exchange of Definitive Notes. Prior to such registration of transfer or
exchange, the requesting Holder must present or surrender to the Registrar the
Definitive Notes duly endorsed or accompanied by a written instrument of
transfer in form satisfactory to the Registrar duly executed by such Holder or
by its attorney, duly authorized in writing. In addition, the requesting Holder
must provide any additional certifications, documents and information, as
applicable, required pursuant to the following provisions of this Section
2.06(e).

          (1) Restricted Definitive Notes to Restricted Definitive Notes. Any
     Restricted Definitive Note may be transferred to and registered in the name
     of Persons who take delivery thereof in the form of a Restricted Definitive
     Note if the Registrar receives the following:

               (A) if the transfer will be made pursuant to Rule 144A under the
          Securities Act, then the transferor must deliver a certificate in the
          form of Exhibit B hereto, including the certifications in item (1)
          thereof;

               (B) if the transfer will be made pursuant to Rule 903 or Rule
          904, then the transferor must deliver a certificate in the form of
          Exhibit B hereto, including the certifications in item (2) thereof;
          and

               (C) if the transfer will be made pursuant to any other exemption
          from the registration requirements of the Securities Act, then the
          transferor


<PAGE>
                                      -36-


          must deliver a certificate in the form of Exhibit B hereto, including
          the certifications, certificates and Opinion of Counsel required by
          item (3) thereof, if applicable.

          (2) Restricted Definitive Notes to Unrestricted Definitive Notes. Any
     Restricted Definitive Note may be exchanged by the Holder thereof for an
     Unrestricted Definitive Note or transferred to a Person or Persons who take
     delivery thereof in the form of an Unrestricted Definitive Note if:

               (A) such exchange or transfer is effected pursuant to the
          Exchange Offer in accordance with the Registration Rights Agreement
          and the Holder, in the case of an exchange, or the transferee, in the
          case of a transfer, certifies in the applicable Letter of Transmittal
          that it is not (i) a broker-dealer, (ii) a Person participating in the
          distribution of the Exchange Notes or (iii) a Person who is an
          affiliate (as defined in Rule 144) of the Company;

               (B) any such transfer is effected pursuant to the Shelf
          Registration Statement in accordance with the Registration Rights
          Agreement;

               (C) any such transfer is effected by a Broker-Dealer pursuant to
          the Exchange Offer Registration Statement in accordance with the
          Registration Rights Agreement; or

               (D) the Registrar receives the following:

                         (i) if the Holder of such Restricted Definitive Note
                    proposes to exchange such Note for an Unrestricted
                    Definitive Note, a certificate from such Holder in the form
                    of Exhibit C hereto, including the certifications in item
                    (2) thereof; or

                         (ii) if the Holder of such Restricted Definitive Note
                    proposes to transfer such Note to a Person who shall take
                    delivery thereof in the form of an Unrestricted Definitive
                    Note, a certificate from such Holder in the form of Exhibit
                    B hereto, including the certifications in item (4) thereof;

               and, in each such case set forth in this subparagraph (D), if the
               Registrar so requests, an Opinion of Counsel in form reasonably
               acceptable to the Company to the effect that such exchange or
               transfer is in compliance with the Securities Act and that the
               restrictions on transfer contained herein and in the Private
               Placement Legend are no longer required in order to maintain
               compliance with the Securities Act.

          (3) Unrestricted Definitive Notes to Unrestricted Definitive Notes. A
     Holder of Unrestricted Definitive Notes may transfer such Notes to a Person
     who takes


<PAGE>
                                      -37-


     delivery thereof in the form of an Unrestricted Definitive Note. Upon
     receipt of a request to register such a transfer, the Registrar shall
     register the Unrestricted Definitive Notes pursuant to the instructions
     from the Holder thereof.

     (f) Exchange Offer. Upon the occurrence of the Exchange Offer in accordance
with the Registration Rights Agreement, the Company will issue and, upon receipt
of an Authentication Order in accordance with Section 2.02 hereof, the Trustee
will authenticate:

          (1) one or more Global Notes in an aggregate principal amount equal to
     the principal amount of the beneficial interests in the Restricted
     Definitive Notes tendered into the Exchange Offer by Persons that certify
     in the applicable Letters of Transmittal that (A) they are not
     Broker-Dealers, (B) they are not participating in a distribution of the
     Exchange Notes and (C) they are not affiliates (as defined in Rule 144) of
     the Company; and

          (2) Unrestricted Definitive Notes in an aggregate principal amount
     equal to the principal amount of the Restricted Definitive Notes tendered
     into the Exchange Offer by all other Persons.

     Concurrently with the issuance of such Notes, the Company will execute and
the Trustee will authenticate and deliver to the Persons designated by the
Holders of Definitive Notes so tendered Unrestricted Definitive Notes in the
appropriate principal amount.

     (g) Legends. The following legends will appear on the face of all Notes
issued under this Indenture unless specifically stated otherwise in the
applicable provisions of this Indenture.

          (1) Private Placement Legend.

               (A) Except as permitted by subparagraph (B) below, each Note (and
          all Notes issued in exchange therefor or substitution thereof) shall
          bear the legend in substantially the following form:

               "THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A
          TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES
          SECURITIES ACT OF 1933 (THE "SECURITIES ACT"), AND THIS NOTE MAY NOT
          BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH
          REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF
          THIS NOTE IS HEREBY NOTIFIED THAT THE SELLER OF THIS NOTE MAY BE
          RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE
          SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.


<PAGE>
                                      -38-


               THE HOLDER OF THIS NOTE AGREES FOR THE BENEFIT OF THE ISSUERS
          THAT (A) THIS NOTE MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE
          TRANSFERRED, ONLY (I) IN THE UNITED STATES TO A PERSON WHO THE SELLER
          REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN
          RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE
          REQUIREMENTS OF RULE 144A, (II) OUTSIDE THE UNITED STATES IN AN
          OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE SECURITIES
          ACT, (III) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE
          SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), (IV) TO
          AN INSTITUTIONAL ACCREDITED INVESTOR IN A TRANSACTION EXEMPT FROM THE
          REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, (V) TO THE ISSUERS OR
          ANY OF THEIR SUBSIDIARIES OR (VI) PURSUANT TO AN EFFECTIVE
          REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (I)
          THROUGH (VI) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY
          STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH
          SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS NOTE
          FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE."

               (B) Notwithstanding the foregoing, any Global Note or Definitive
          Note issued pursuant to subparagraph (b), (c), (d), (e)(2), (e)(3) or
          (f) of this Section 2.06 (and all Notes issued in exchange therefor or
          substitution thereof) will not bear the Private Placement Legend.

          (2) Global Note Legend. Each Global Note will bear a legend in
     substantially the following form:

               "THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE
          INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE
          BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO
          ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY
          MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06
          OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT
          NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (3) THIS
          GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT
          TO SECTION 2.11 OF THE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE
          TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT
          OF METALDYNE CORPORATION.


<PAGE>
                                      -39-


               UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN
          DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY
          THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE
          DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR
          BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A
          NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS
          PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
          COMPANY (55 WATER STREET, NEW YORK, NEW YORK) ("DTC") TO THE COMPANY
          OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND
          ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH
          OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
          (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE
          REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
          PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
          IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
          AN INTEREST HEREIN."

     (h) Cancellation and/or Adjustment of Global Notes. At such time as all
beneficial interests in a particular Global Note have been exchanged for
Definitive Notes or a particular Global Note has been redeemed, repurchased or
canceled in whole and not in part, each such Global Note will be returned to or
retained and canceled by the Trustee in accordance with Section 2.11 hereof. At
any time prior to such cancellation, if any beneficial interest in a Global Note
is exchanged for or transferred to a Person who will take delivery thereof in
the form of a beneficial interest in another Global Note or for Definitive
Notes, the principal amount of Notes represented by such Global Note will be
reduced accordingly and an endorsement will be made on such Global Note by the
Trustee or by the Depositary at the direction of the Trustee to reflect such
reduction; and if the beneficial interest is being exchanged for or transferred
to a Person who will take delivery thereof in the form of a beneficial interest
in another Global Note, such other Global Note will be increased accordingly and
an endorsement will be made on such Global Note by the Trustee or by the
Depositary at the direction of the Trustee to reflect such increase.

     (i) General Provisions Relating to Transfers and Exchanges.

          (1) To permit registrations of transfers and exchanges, the Company
     will execute and the Trustee will authenticate Global Notes and Definitive
     Notes upon receipt of an Authentication Order in accordance with Section
     2.02 or at the Registrar's request.


<PAGE>
                                      -40-


          (2) No service charge will be made to a Holder of a Global Note or to
     a Holder of a Definitive Note for any registration of transfer or exchange,
     but the Company may require payment of a sum sufficient to cover any
     transfer tax or similar governmental charge payable in connection therewith
     (other than any such transfer taxes or similar governmental charge payable
     upon exchange or transfer pursuant to Sections 2.10, 3.06, 3.09, 4.10, 4.14
     and 9.05 hereof). The Registrar will not be required to register the
     transfer of or exchange any Note selected for redemption in whole or in
     part, except the unredeemed portion of any Note being redeemed in part.

          (3) All Global Notes and Definitive Notes issued upon any registration
     of transfer or exchange of Global Notes or Definitive Notes will be the
     valid obligations of the Company, evidencing the same debt, and entitled to
     the same benefits under this Indenture, as the Global Notes or Definitive
     Notes surrendered upon such registration of transfer or exchange.

          (4) The Company will not be required:

               (A) to issue, to register the transfer of or to exchange any
          Notes during a period beginning at the opening of business 15 days
          before the day of any selection of Notes for redemption under Section
          3.02 hereof and ending at the close of business on the day of
          selection;

               (B) to register the transfer of or to exchange any Note selected
          for redemption in whole or in part, except the unredeemed portion of
          any Note being redeemed in part; or

               (C) to register the transfer of or to exchange a Note between a
          record date and the next succeeding interest payment date.

          (5) Prior to due presentment for the registration of a 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 Notes
     and for all other purposes, and none of the Trustee, any Agent or the
     Company shall be affected by notice to the contrary.

          (6) The Trustee will authenticate Global Notes and Definitive Notes in
     accordance with the provisions of Section 2.02 hereof.

          (7) All certifications, certificates and Opinions of Counsel required
     to be submitted to the Registrar pursuant to this Section 2.06 to effect a
     registration of transfer or exchange may be submitted by facsimile.

     Section 2.07 Replacement Notes.


<PAGE>
                                      -41-


     If any mutilated Note is surrendered to the Trustee or the Company and the
Trustee receives evidence to its satisfaction of the destruction, loss or theft
of any Note, the Company will issue and the Trustee, upon receipt of an
Authentication Order, will authenticate a replacement Note if the Trustee's
requirements 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 and any
authenticating agent from any loss that any of them may suffer if a Note is
replaced. The Company may charge for its expenses in replacing a Note.

     Every replacement Note is an additional obligation of the Company and will
be entitled to all of the benefits of this Indenture equally and proportionately
with all other Notes duly issued hereunder.

     Section 2.08 Outstanding Notes.

     The Notes outstanding at any time are all the Notes authenticated by the
Trustee except for those canceled by it, those delivered to it for cancellation,
those reductions in the interest in a Global Note effected by the Trustee in
accordance with the provisions hereof, and those described in this Section as
not outstanding. Except as set forth in Section 2.09 hereof, a Note does not
cease to be outstanding because the Company or an Affiliate of the Company holds
the Note; however, Notes held by the Company or a Subsidiary of the Company
shall not be deemed to be outstanding for purposes of Section 3.07(c) hereof.

     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 protected 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.

     If the Paying Agent (other than the Company, a Subsidiary or an Affiliate
of any thereof) holds, on a redemption date or maturity date, money sufficient
to pay Notes payable on that date, then on and after that date such Notes will
be deemed to be no longer outstanding and will cease to accrue interest.

     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, or by any Person directly or indirectly controlling or controlled by or
under direct or indirect common control with the Company, will be considered as
though not outstanding, except that for the purposes of determining whether the
Trustee will be protected in relying on any such direction, waiver or consent,
only Notes that the Trustee knows are so owned will be so disregarded.

     Section 2.10 Temporary Notes.


<PAGE>
                                      -42-


     Until certificates representing Notes are ready for delivery, the Company
may prepare and the Trustee, upon receipt of an Authentication Order, will
authenticate temporary notes. Temporary notes will be substantially in the form
of certificated Notes but may have variations that the Company considers
appropriate for temporary Notes and as may be reasonably acceptable to the
Trustee. Without unreasonable delay, the Company will prepare and the Trustee
will authenticate definitive Notes in exchange for temporary notes.

     Holders of temporary notes will be entitled to all of the benefits of this
Indenture.

     Section 2.11 Cancellation.

     The Company at any time may deliver Notes to the Trustee for cancellation.
The Registrar and Paying Agent will forward to the Trustee any Notes surrendered
to them for registration of transfer, exchange or payment. The Trustee and no
one else will cancel all Notes surrendered for registration of transfer,
exchange, payment, replacement or cancellation and will dispose of canceled
Notes (subject to the record retention requirement of the Exchange Act). The
Company may not issue new Notes to replace Notes that it has paid or that have
been delivered to the Trustee for cancellation.

     Section 2.12 Defaulted Interest.

     If the Company defaults in a payment of interest on the Notes, it will pay
the defaulted interest in any lawful manner plus, to the extent lawful, interest
payable on the defaulted interest, to the Persons who are Holders on a
subsequent special record date, in each case at the rate provided in the Notes
and in Section 4.01 hereof. The Company will notify the Trustee in writing of
the amount of defaulted interest proposed to be paid on each Note and the date
of the proposed payment. The Company will fix or cause to be fixed each such
special record date and payment date, provided that no such special record date
may be less than 10 days prior to the related payment date for such defaulted
interest. At least 15 days before the special record date, the Company (or, upon
the written request of the Company, the Trustee in the name and at the expense
of the Company) will mail or cause to be mailed to Holders a notice that states
the special record date, the related payment date and the amount of such
interest to be paid.

     Section 2.13 CUSIP Numbers.

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



<PAGE>
                                      -43-


                                   ARTICLE 3.

                            REDEMPTION AND PREPAYMENT


     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 must furnish to the Trustee, at least 45
days but not more than 60 days before a redemption date, an Officers'
Certificate setting forth:

          (1) the clause of this Indenture pursuant to which the redemption
     shall occur;

          (2) the redemption date;

          (3) the principal amount of Notes to be redeemed; and

          (4) the redemption price.

     Section 3.02 Selection of Notes to Be Redeemed or Purchased.

     If less than all of the Notes are to be redeemed or purchased in an offer
to purchase at any time, the Trustee will select Notes for redemption or
purchase as follows:

          (1) if the Notes are listed on any national securities exchange, in
     compliance with the requirements of the principal national securities
     exchange on which the Notes are listed; or

          (2) if the Notes are not listed on any national securities exchange,
     on a pro rata basis, by lot or by such method as the Trustee shall deem
     fair and appropriate.

     In the event of partial redemption or purchase by lot, the particular Notes
to be redeemed or purchased will be selected, unless otherwise provided herein,
not less than 30 nor more than 60 days prior to the redemption or purchase date
by the Trustee from the outstanding Notes not previously called for redemption
or purchase.

     The Trustee will promptly notify the Company in writing of the Notes
selected for redemption or purchase and, in the case of any Note selected for
partial redemption or purchase, the principal amount thereof to be redeemed or
purchased. Notes and portions of Notes selected will 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 or purchased, the entire outstanding amount of Notes held by such
Holder, even if not a multiple of $1,000, shall be redeemed or purchased. Except
as provided in the preceding sentence, provisions of this Indenture that apply
to Notes called for redemption or purchase also apply to portions of Notes
called for redemption or purchase.


<PAGE>
                                      -44-


     Section 3.03 Notice of Redemption.

     Subject to the provisions of Section 3.09 hereof, at least 30 days but not
more than 60 days before a redemption date, the Company will 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, except that redemption notices may
be mailed more than 60 days prior to a redemption date if the notice is issued
in connection with a defeasance of the Notes or a satisfaction and discharge of
this Indenture pursuant to Article 8 or 12 of this Indenture.

     The notice will identify the Notes to be redeemed (including the CUSIP or
ISIN number) and will state:

          (1) the redemption date;

          (2) the redemption price;

          (3) 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 will be issued upon cancellation of the
     original Note;

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

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

          (6) 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;

          (7) the paragraph of the Notes and/or Section of this Indenture
     pursuant to which the Notes called for redemption are being redeemed; and

          (8) 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 will give the notice of redemption in
the Company's name and at its expense; provided, however, that the Company has
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.


<PAGE>
                                      -45-


     Once notice of redemption is mailed in accordance with Section 3.03 hereof,
Notes called for redemption become irrevocably due and payable on the redemption
date at the redemption price. A notice of redemption may not be conditional.

     Section 3.05 Deposit of Redemption or Purchase Price.

     Prior to 10:00 a.m. (Eastern Time) on the redemption or purchase price
date, the Company will deposit with the Trustee or with the Paying Agent money
sufficient to pay the redemption or purchase price of and accrued interest and
Liquidated Damages, if any, on all Notes to be redeemed or purchased on that
date. The Trustee or the Paying Agent will 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 or purchase price of, and accrued
interest and Liquidated Damages, if any, on, all Notes to be redeemed or
purchased.

     If the Company complies with the provisions of the preceding paragraph, on
and after the redemption or purchase date, interest will cease to accrue on the
Notes or the portions of Notes called for redemption or purchase. If a Note is
redeemed or purchased 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 or purchase is
not so paid upon surrender for redemption or purchase because of the failure of
the Company to comply with the preceding paragraph, interest shall be paid on
the unpaid principal, from the redemption or purchase 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 or Purchased in Part.

     Upon surrender of a Note that is redeemed or purchased in part, the Company
will issue and, upon receipt of an Authentication Order, the Trustee will
authenticate for the Holder at the expense of the Company a new Note equal in
principal amount to the unredeemed or unpurchased portion of the Note
surrendered.

     Section 3.07 Optional Redemption.

     (a) The Notes will not be subject to any redemption at the option of the
Company except as set forth in the following paragraphs.

     (b) The Notes may be redeemed, in whole part or in part, at any time prior
to [the fifth anniversary of the 15th day of the month in which the Notes are
originally issued] at the option of the Company upon not less than 30 nor more
than 60 days' prior notice mailed by first-class mail to each Holder's
registered address, at a redemption price equal to, as determined by the
Reference Treasury Dealer, the sum of the present values of the Remaining

<PAGE>
                                      -46-


Scheduled Payments discounted to the redemption date on a semiannual basis
(assuming a 360-day year consisting of twelve 30-day months) at the Adjusted
Treasury Rate, plus accrued and unpaid interest and Liquidated Damages, if any,
to the applicable date of redemption.

     (c) At any time prior to [the fifth anniversary of the 15th day of the
month in which the Notes are originally issued], the Company may on any one or
more occasions redeem up to 35% of the aggregate principal amount of Notes
issued under this Indenture at a redemption price of 110% of the principal
amount thereof, plus accrued and unpaid interest and Liquidated Damages, if any,
to the redemption date, with the net cash proceeds of one or more Equity
Offerings; provided that:

          (1) at least 65% of the aggregate principal amount of Notes issued
     under this Indenture remains outstanding immediately after the occurrence
     of such redemption (excluding Notes held by the Company and its
     Subsidiaries); and

          (2) the redemption must occur within 120 days of the date of the
     closing of such Equity Offering.

     (d) After [the fifth anniversary of the 15th day of the month in which the
Notes are originally issued], the Company may redeem all or a part of the Notes
upon not less than 30 nor more than 60 days' notice, at the redemption prices
(expressed as percentages of principal amount) set forth below plus accrued and
unpaid interest and Liquidated Damages, if any, thereon to the applicable
redemption date, if redeemed during the twelve-month period beginning on [the
15th day of the month in which the Notes are originally issued] of the years
indicated below:

   Year                                                           Percentage

   [the fifth anniversary of the year in which the
   Notes are originally issued]................................   105.000%
   [the sixth anniversary of the year in which the Notes
   are originally issued]......................................   103.333%
   [the seventh anniversary of the year in which the Notes are
   originally issued]..........................................   101.667%
   [the eighth anniversary of the year in which the Notes are
   originally issued]..........................................   100.000%

     (e) Any redemption pursuant to this Section 3.07 shall be made pursuant to
the provisions of Sections 3.01 through 3.06 hereof.

     Section 3.08 Mandatory Redemption.

     The Company is not required to make mandatory redemption or sinking fund
payments with respect to the Notes.


<PAGE>
                                      -47-


     Section 3.09 Offer to Purchase by Application of Excess Proceeds.

     In the event that, pursuant to Section 4.10 hereof, the Company is required
to commence an offer to all Holders to purchase Notes (an "Asset Sale Offer"),
it will follow the procedures specified below.

     The Asset Sale Offer shall be made to all Holders and all holders of other
Indebtedness that is pari passu with the Notes containing provisions similar to
those set forth in this Indenture with respect to offers to purchase or redeem
with the proceeds of sales of assets. The Asset Sale Offer will remain open for
a period of at least 20 Business Days following its commencement and not more
than 30 Business Days, except to the extent that a longer period is required by
applicable law (the "Offer Period"). No later than three Business Days after the
termination of the Offer Period (the "Purchase Date"), the Company will apply
all Excess Proceeds (the "Offer Amount") to the purchase of Notes and such other
pari passu Indebtedness (on a pro rata basis, if applicable) or, if less than
the Offer Amount has been tendered, all Notes and other Indebtedness tendered in
response to the Asset Sale Offer. Payment for any Notes so purchased will be
made in the same manner as interest payments are made.

     If the Purchase Date is on or after an interest record date and on or
before the related interest payment date, any accrued and unpaid interest, and
Liquidated Damages, if any, will be paid to the Person in whose name a Note is
registered at the close of business on such record date, and no additional
interest will be payable to Holders who tender Notes pursuant to the Asset Sale
Offer.

     Upon the commencement of an Asset Sale Offer, the Company will send, by
first class mail, a notice to the Trustee and each of the Holders, with a copy
to the Trustee. The notice will contain all instructions and materials necessary
to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The
notice, which will govern the terms of the Asset Sale Offer, will state:

          (1) that the Asset Sale Offer is being made pursuant to this Section
     3.09 and Section 4.10 hereof and the length of time the Asset Sale Offer
     will remain open;

          (2) the Offer Amount, the purchase price and the Purchase Date;

          (3) that any Note not tendered or accepted for payment will continue
     to accrue interest;

          (4) that, unless the Company defaults in making such payment, any Note
     accepted for payment pursuant to the Asset Sale Offer will cease to accrue
     interest after the Purchase Date;

          (5) that Holders electing to have a Note purchased pursuant to an
     Asset Sale Offer may elect to have Notes purchased in integral multiples of
     $1,000 only;


<PAGE>
                                      -48-


          (6) that Holders electing to have a Note purchased pursuant to any
     Asset Sale Offer will be required to surrender the Note, with the form
     entitled "Option of Holder to Elect Purchase" on the reverse of the Note
     completed, or transfer by book-entry transfer, to the Company, a
     Depositary, if appointed by the Company, or a Paying Agent at the address
     specified in the notice at least three days before the Purchase Date;

          (7) that Holders will be entitled to withdraw their election if the
     Company, the Depositary or the Paying Agent, as the case may be, receives,
     not later than the expiration of the Offer Period, 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 a
     statement that such Holder is withdrawing his election to have such Note
     purchased;

          (8) that, if the aggregate principal amount of Notes and other pari
     passu Indebtedness surrendered by Holders exceeds the Offer Amount, the
     Company will select the Notes and other pari passu Indebtedness to be
     purchased on a pro rata basis based on the principal amount of Notes and
     such other pari passu Indebtedness surrendered (with such adjustments as
     may be deemed appropriate by the Company so that only Notes in
     denominations of $1,000, or integral multiples thereof, will be purchased);
     and

          (9) that Holders whose Notes were purchased only in part will be
     issued new Notes equal in principal amount to the unpurchased portion of
     the Notes surrendered (or transferred by book-entry transfer).

     On or before the Purchase Date, the Company will, to the extent lawful,
accept for payment, on a pro rata basis to the extent necessary, the Offer
Amount of Notes or portions thereof tendered pursuant to the Asset Sale Offer,
or if less than the Offer Amount has been tendered, all Notes tendered, and will
deliver to the Trustee an Officers' Certificate stating that such Notes or
portions thereof were accepted for payment by the Company in accordance with the
terms of this Section 3.09. The Company, the Depositary or the Paying Agent, as
the case may be, will promptly (but in any case not later than five days after
the Purchase 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, and the Company will promptly issue a new Note, and the
Trustee, upon written request from the Company will authenticate and mail or
deliver such new Note to such Holder, in a principal amount equal to any
unpurchased portion of the Note surrendered. Any Note not so accepted shall be
promptly mailed or delivered by the Company to the Holder thereof. The Company
will publicly announce the results of the Asset Sale Offer on the Purchase Date.

     Other than as specifically provided in this Section 3.09, any purchase
pursuant to this Section 3.09 shall be made pursuant to the provisions of
Sections 3.01 through 3.06 hereof.



<PAGE>
                                      -49-


                                   ARTICLE 4.

                                    COVENANTS


     Section 4.01 Payment of Notes.

     The Company shall pay or cause to be paid the principal of, premium, if
any, and interest and Liquidated Damages, if any, on the Notes on the dates and
in the manner provided in the Notes. Principal, premium, if any, and interest
and Liquidated Damages, if any will be considered paid on the date due if the
Paying Agent, if other than the Company or a Subsidiary thereof, holds as of
10:00 a.m. (Eastern Time) on the due date money deposited by the Company in
immediately available funds and designated for and sufficient to pay all
principal, premium, if any, and interest then due. The Company shall pay all
Liquidated Damages, if any, in the same manner on the dates and in the amounts
set forth in the Registration Rights Agreement.

     The Company shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue principal at the rate equal to
1% per annum in excess of the then applicable interest rate on the Notes to the
extent lawful; it shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue installments of interest and
Liquidated Damages (without regard to any applicable grace period) at the same
rate to the extent lawful.

     Section 4.02 Maintenance of Office or Agency.

     The Company shall maintain in the Borough of Manhattan, the City of New
York, an office or agency (which may be an office of the Trustee or an affiliate
of the Trustee, Registrar or co-registrar) where Notes may be surrendered for
registration of transfer or for exchange and where notices and demands to or
upon the Company in respect of the Notes and this Indenture may be served. The
Company shall give prompt written notice to the Trustee of the location, and any
change in the location, of such office or agency. If at any time the Company
fails to maintain any such required office or agency or fails to furnish the
Trustee with the address thereof, such presentations, surrenders, notices and
demands may be made or served at the Corporate Trust Office of the Trustee.

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


<PAGE>
                                      -50-


     The Company hereby designates the Corporate Trust Office of the Trustee as
one such office or agency of the Company in accordance with Section 2.03 hereof.

     Section 4.03 Reports.

     (a) Whether or not required by rules and regulations of the SEC, so long as
any Notes are outstanding, the Company shall furnish to the Holders of Notes,
within the time periods specified in the SEC's rules and regulations:

          (1) all quarterly and annual financial information that would be
     required to be contained in a filing with the SEC on Forms 10-Q and 10-K if
     the Company were required to file such forms, including a "Management's
     Discussion and Analysis of Financial Condition and Results of Operations"
     and, with respect to the annual information only, a report on the annual
     financial statements by the Company's certified independent accountants;
     and

          (2) all current reports that would be required to be filed with the
     SEC on Form 8-K if the Company were required to file such reports.

     In addition, following the consummation of the Exchange Offer contemplated
by the Registration Rights Agreement, whether or not required by the SEC, the
Company shall file a copy of all of the information and reports referred to in
clauses (1) and (2) above with the SEC for public availability within the time
periods specified in the SEC's rules and regulations (unless the SEC will not
accept such a filing) and make such information available to securities analysts
and prospective investors upon request. In addition, the Company and the
Guarantors have agreed that, for so long as any Notes remain outstanding, they
shall furnish to the Holders and to securities analysts and prospective
investors, upon their request, the information required to be delivered pursuant
to Rule 144A(d)(4) under the Securities Act. The Company will at all times
comply with TIA ss. 314(a).

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

     Section 4.04 Compliance Certificate.

     (a) The Company and each Guarantor (to the extent that such Guarantor is so
required under the TIA) shall deliver to the Trustee, within 120 days after the
end of each fiscal year, an Officers' Certificate, one of the signers of which
is the chief executive, chief principal or chief accounting officer, stating
that a review of the activities of the Company and its Subsidiaries during the
preceding fiscal year has been made under the supervision of the signing
Officers with a view to determining whether the Company has kept, observed,
performed and


<PAGE>
                                      -51-


fulfilled its obligations under this Indenture, and further stating, as to each
such Officer signing such certificate, that to the best of his or her knowledge
the Company has kept, observed, performed and fulfilled each and every covenant
contained in this Indenture and is not in default in the performance or
observance of any of the terms, provisions and conditions of this Indenture (or,
if a Default or Event of Default has occurred, describing all such Defaults or
Events of Default of which he or she may have knowledge and what action the
Company is taking or proposes to take with respect thereto) and that to the best
of his or her knowledge no event has occurred and remains in existence by reason
of which payments on account of the principal of or interest, if any, on the
Notes is prohibited or if such event has occurred, a description of the event
and what action the Company is taking or proposes to take with respect thereto.

     (b) So long as not contrary to the then current recommendations of the
American Institute of Certified Public Accountants, the year-end financial
statements delivered pursuant to Section 4.03(a) above shall be accompanied by a
written statement of the Company's independent public accountants (who shall be
a firm of established national reputation) that in making the examination
necessary for certification of such financial statements, nothing has come to
their attention that would lead them to believe that the Company has violated
any provisions of Article 4 or Article 5 hereof or, if any such violation has
occurred, specifying the nature and period of existence thereof, it being
understood that such accountants shall not be liable directly or indirectly to
any Person for any failure to obtain knowledge of any such violation.

     (c) So long as any of the Notes are outstanding, the Company shall deliver
to the Trustee, forthwith upon any Officer becoming aware of any Default or
Event of Default, an Officers' Certificate specifying such Default or Event of
Default and what action the Company is taking or proposes to take with respect
thereto.

     Section 4.05 Taxes.

     The Company shall pay, and shall cause each of its Subsidiaries to pay,
prior to delinquency, all material taxes, assessments, and governmental levies
except such as are contested in good faith and by appropriate proceedings or
where the failure to effect such payment is not adverse in any material respect
to the Holders of the Notes.

     Section 4.06 Stay, Extension and Usury Laws.

     The Company and each of the Guarantors 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, that may
affect the covenants or the performance of this Indenture; and the Company and
each of the Guarantors (to the extent that 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


<PAGE>
                                      -52-


the Trustee, but will suffer and permit the execution of every such power as
though no such law has been enacted.

     Section 4.07 Restricted Payments.

     (a) The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly:

          (1) declare or pay any dividend or make any other payment or
     distribution on account of the Company's Equity Interests (including,
     without limitation, any payment in connection with any merger or
     consolidation involving the Company or any of its Restricted Subsidiaries)
     or to the direct or indirect holders of the Company's Equity Interests in
     their capacity as such (other than dividends or distributions payable in
     Equity Interests (other than Disqualified Stock) of the Company or to the
     Company or a Restricted Subsidiary of the Company);

          (2) purchase, redeem or otherwise acquire or retire for value
     (including, without limitation, in connection with any merger or
     consolidation involving the Company) any Equity Interests of the Company;

          (3) purchase, redeem, defease or otherwise acquire or retire for value
     any Indebtedness that is subordinated to the Notes or the Note Guarantees,
     except a purchase, redemption, defeasance or other acquisition or
     retirement for value in anticipation of satisfying a sinking fund
     obligation, principal installment or final maturity, in each case due
     within one year of the date of such acquisition or retirement; or

          (4) make any Restricted Investment

(all such payments and other actions set forth in these clauses (1) through (4)
above being collectively referred to as "Restricted Payments"), unless, at the
time of and after giving effect to such Restricted Payment:

          (1) no Default or Event of Default has occurred and is continuing or
     would occur as a consequence of such Restricted Payment; and

          (2) the Company would, after giving pro forma effect thereto as if
     such Restricted Payment had been made at the beginning of the applicable
     four-quarter period, have been permitted to incur at least $1.00 of
     additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test
     set forth in the first paragraph of Section 4.09 hereof; and

          (3) such Restricted Payment, together with the aggregate amount of all
     other Restricted Payments made by the Company and its Restricted
     Subsidiaries after the date of this Indenture (excluding Restricted
     Payments permitted by clauses (2), (3),


<PAGE>
                                      -53-


     (4), (8), (9) and, to the extent reducing Consolidated Net Income, (10) of
     paragraph (b) below), is less than the sum, without duplication of:

               (A) 50% of the Consolidated Net Income of the Company for the
          period (taken as one accounting period) from June 30, 2002 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, less 100% of such deficit), plus

               (B) 100% of the aggregate net cash proceeds received by the
          Company since June 30, 2002, including the fair market value of
          property other than cash (determined in good faith by the Board of
          Directors), as a contribution to its common equity capital or from the
          issue or sale of Equity Interests of the Company (other than
          Disqualified Stock) or from the issue or sale of convertible or
          exchangeable Disqualified Stock or convertible or exchangeable debt
          securities of the Company that have been converted into or exchanged
          for such Equity Interests (other than Equity Interests (or
          Disqualified Stock or convertible debt securities) sold to a
          Subsidiary of the Company), provided that (1) any such net proceeds
          received, directly or indirectly, by the Company from an employee
          stock ownership plan financed by loans from the Company or a
          Subsidiary of the Company shall be included only to the extent such
          loans have been repaid with cash on or prior to the date of
          determination and (2) any net proceeds received in a form other than
          cash (other than on conversion or in exchange for a security issued
          for cash to the extent of the cash received) from a person that is an
          Affiliate of the Company prior to such receipt shall be excluded from
          this clause (3)(B); plus

               (C) the amount by which Indebtedness of the Company or any
          Restricted Subsidiary is reduced on the Company's balance sheet upon
          the conversion or exchange (other than by a Restricted Subsidiary)
          subsequent to June 30, 2002 of any Indebtedness of the Company or any
          Restricted Subsidiary into Capital Stock (other than Redeemable Stock)
          of the Company (less the amount of any cash or other property (other
          than such Capital Stock) distributed by the Company or any Restricted
          Subsidiary upon such conversion or exchange); plus

               (D) to the extent that any Restricted Investment that was made
          after June 30, 2002 is sold for cash or otherwise liquidated or repaid
          for cash, the lesser of (i) the cash return of capital with respect to
          such Restricted Investment (less the cost of disposition, if any) and
          (ii) the initial amount of such Restricted Investment; plus


<PAGE>
                                      -54-


               (E) to the extent that any Unrestricted Subsidiary of the Company
          is redesignated as a Restricted Subsidiary after June 30, 2002, the
          lesser of (i) the fair market value of the Company's Investment in
          such Subsidiary as of the date of such redesignation or (ii) such fair
          market value as of the date on which such Subsidiary was originally
          designated as an Unrestricted Subsidiary.

     (b) So long as no Default has occurred and is continuing or would be caused
thereby (except as to clauses (1) through (4), (6), (9), (10), (11) and (12)
below), the provisions of Section 4.07(a) will not prohibit:

          (1) the payment of any dividend within 60 days after the date of
     declaration of the dividend, if at the date of declaration the dividend
     payment would have complied with the provisions of this Indenture;

          (2) the redemption, repurchase, retirement, defeasance or other
     acquisition of any subordinated Indebtedness of the Company or any
     Guarantor or of any Equity Interests of the Company in exchange for, or out
     of the net cash proceeds of the substantially concurrent sale (other than
     to a Restricted Subsidiary) of, Equity Interests (other than Disqualified
     Stock) of the Company or a substantially concurrent capital contribution to
     the Company; provided that the amount of any such net cash proceeds that
     are utilized for any such redemption, repurchase, retirement, defeasance or
     other acquisition shall be excluded from clause (3)(B) of the preceding
     paragraph;

          (3) the defeasance, redemption, repurchase or other acquisition of
     subordinated Indebtedness of the Company or any Guarantor in exchange for,
     or with the net cash proceeds from, an incurrence of Permitted Refinancing
     Indebtedness or other Indebtedness incurred under Section 4.09(a) hereof;

          (4) the defeasance, redemption, repurchase or other acquisition of
     subordinated Indebtedness from Net Proceeds to the extent not prohibited
     under Section 4.10 hereof, provided that such purchase or redemption shall
     be excluded from the calculation of the amount available for Restricted
     Payments pursuant to the preceding paragraph;

          (5) the defeasance, redemption, repurchase or other acquisition of
     subordinated Indebtedness or Disqualified Stock of the Company or any
     Guarantor following a Change of Control after the Company shall have
     complied with the provisions under Section 4.14 hereof, including payment
     of the applicable Change of Control Payment;

          (6) the repurchase, redemption or other acquisition or retirement for
     value of any Equity Interests of the Company held by any member of the
     Company's (or any of its Subsidiaries') management pursuant to any
     management equity subscription agreement, stock option agreement or other
     equity incentive agreement or plan or held by any former owners of a
     business acquired by the Company or former employees of


<PAGE>
                                      -55-


     the Company or any of its Subsidiaries and, in either case, acquired in
     connection with a sale of a business to the Company; provided that the
     aggregate price paid for all such repurchased, redeemed, acquired or
     retired Equity Interests may not exceed $7.5 million in any twelve-month
     period plus any unutilized portion of such amount in any prior fiscal year;

          (7) any Investment made by the exchange for, or out of the proceeds
     of, a capital contribution in respect of or the substantially concurrent
     sale of, Capital Stock (other than Disqualified Stock) of the Company to
     the extent the net cash proceeds thereof are received by the Company,
     provided that the amount of such capital contribution or proceeds used to
     make such Investment shall be excluded from the calculation of the amount
     available for Restricted Payments pursuant to the preceding paragraph;

          (8) other Restricted Payments in an aggregate amount not to exceed
     $30.0 million;

          (9) payments required or contemplated by the terms of the
     Recapitalization Agreement and related documentation as in effect on the
     date of issuance of the Notes, including in respect of restricted stock
     awards of the Company;

          (10) the repurchase, redemption or other acquisition or retirement of
     Existing Preferred Stock; provided that the aggregate amount of such
     payments under this clause (10) shall not exceed $15.0 million since the
     date of this Indenture;

          (11) Restricted Investments in an aggregate amount not to exceed the
     net cash proceeds received by the Company and its Restricted Subsidiaries
     (calculated on an after-tax basis) from the sale of common stock of TriMas
     owned by the Company and its Restricted Subsidiaries after the date of this
     Indenture (after giving effect to the consummation of the transactions
     contemplated by the Stock Purchase Agreement); and

          (12) the payment of the Saturn Proceeds (as defined in the
     Recapitalization Agreement) under the Recapitalization Agreement.

     The amount of all Restricted Payments (other than cash) will be the fair
market value on the date of the Restricted Payment of the asset(s) or securities
proposed to be transferred or issued by the Company or such Restricted
Subsidiary, as the case may be, pursuant to the Restricted Payment. The fair
market value of any assets or securities that are required to be valued by this
Section 4.07 will be determined by the Board of Directors acting in good faith
whose resolution with respect thereto shall be conclusive. Any payments
hereunder shall be calculated net of amounts for which the Company or any
Restricted Subsidiary is reimbursed under the Stock Purchase Agreement.


<PAGE>
                                      -56-


     Section 4.08 Dividend and Other Payment Restrictions Affecting
Subsidiaries.

     (a) The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, create or permit to exist or become
effective any consensual encumbrance or restriction on the ability of any
Restricted Subsidiary to:

          (1) pay dividends or make any other distributions on its Capital Stock
     to the Company or any of its Restricted Subsidiaries, or with respect to
     any other interest or participation in, or measured by, its profits, or pay
     any indebtedness owed to the Company or any of its Restricted Subsidiaries;

          (2) make loans or advances to the Company or any of its Restricted
     Subsidiaries; or

          (3) transfer any of its properties or assets to the Company or any of
     its Restricted Subsidiaries.

     (b) However, the preceding restrictions in Section 4.08(a) will not apply
to encumbrances or restrictions existing under or by reason of:

          (1) agreements governing Existing Indebtedness and Credit Facilities
     as in effect on the date of this Indenture and any amendments,
     modifications, restatements, renewals, increases, supplements, refundings,
     replacements or refinancings of those agreements, provided that the
     amendments, modifications, restatements, renewals, increases, supplements,
     refundings, replacements or refinancings are no more restrictive, taken as
     a whole, with respect to such dividend and other payment restrictions than
     those contained in those agreements on the date of this Indenture;

          (2) this Indenture, the Notes and the Note Guarantees;

          (3) applicable law;

          (4) customary non-assignment provisions in leases entered into in the
     ordinary course of business and consistent with past practices;

          (5) purchase money obligations for property acquired in the ordinary
     course of business that impose restrictions on the property of the nature
     described in clause (3) of Section 4.08(a);

          (6) any agreement for the sale or other disposition of a Restricted
     Subsidiary that restricts distributions by that Restricted Subsidiary
     pending its sale or other disposition;

          (7) Permitted Refinancing Indebtedness, provided that the restrictions
     contained in the agreements governing such Permitted Refinancing
     Indebtedness are


<PAGE>
                                      -57-


     no more restrictive, taken as a whole, than those contained in the
     agreements governing the Indebtedness being Refinanced;

          (8) Liens securing Indebtedness otherwise permitted to be incurred
     under the provisions of Section 4.12 hereof that limit the right of the
     debtor to dispose of the assets subject to such Liens;

          (9) provisions with respect to the disposition or distribution of
     assets or property in joint venture agreements, assets sale agreements,
     stock sale agreements and other similar agreements entered into in the
     ordinary course of business;

          (10) any agreement relating to any Indebtedness or Liens incurred by a
     Person (other than a Subsidiary of the Company that is a Subsidiary of the
     Company on the date of this Indenture or any Subsidiary carrying on any of
     the businesses of any such Subsidiary) prior to the date on which such
     Person became a Subsidiary of the Company and outstanding on such date and
     not incurred in anticipation of becoming a Subsidiary and not incurred to
     provide all or any portion of the funds utilized to consummate such
     acquisition, which encumbrance or restriction is not applicable to any
     Person, or the properties or assets of any Person, other than the Person so
     acquired;

          (11) any encumbrance or restriction with respect to a Foreign
     Subsidiary pursuant to an agreement relating to Indebtedness which is
     permitted under Section 4.09 hereof or Liens incurred by such Foreign
     Subsidiary;

          (12) Indebtedness or other contractual requirements of a Receivables
     Subsidiary in connection with a Qualified Receivables Transaction, provided
     that such restrictions apply only to such Receivables Subsidiary; and

          (13) restrictions on cash or other deposits or net worth imposed by
     customers under contracts entered into in the ordinary course of business.

     Section 4.09 Incurrence of Indebtedness and Issuance of Preferred Stock.

     (a) The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee
or otherwise become directly or indirectly liable, contingently or otherwise,
with respect to (collectively, "incur") any Indebtedness (including Acquired
Debt), and the Company will not issue any Disqualified Stock and will not permit
any Restricted Subsidiary that is not a Guarantor to issue any shares of
preferred stock; provided, however, that the Company may incur Indebtedness
(including Acquired Debt) or issue Disqualified Stock, and the Restricted
Subsidiaries may incur Indebtedness or Restricted Subsidiaries that are not
Guarantors may issue preferred stock, if the Fixed Charge Coverage Ratio for the
Company's most recently ended four full fiscal quarters for which financial
statements are available immediately preceding the date on which such additional
Indebtedness is incurred or such Disqualified Stock or preferred stock is issued
would


<PAGE>
                                      -58-


have been at least 2.25 to 1.0, determined on a pro forma basis (including a pro
forma application of the net proceeds therefrom), as if the additional
Indebtedness had been incurred or the preferred stock or Disqualified Stock had
been issued, as the case may be, at the beginning of such four-quarter period.

     (b) The provisions of Section 4.09(a) will not prohibit the incurrence of
any of the following items of Indebtedness (collectively, "Permitted Debt"):

          (1) (a) the incurrence by the Company and any Restricted Subsidiary of
     Indebtedness and letters of credit under the revolving facility component
     of the Credit Facilities in an aggregate principal amount at any one time
     outstanding under this clause (1)(a) (with letters of credit being deemed
     to have a principal amount equal to the maximum potential liability of the
     Company and its Subsidiaries thereunder) not to exceed $250.0 million; and

          (b) the incurrence by the Company and any Restricted Subsidiary of
     Indebtedness under the term loan components of the Credit Facilities in an
     aggregate principal amount at any one time outstanding under this clause
     (1)(b) not to exceed the amount outstanding on the date of issuance of the
     Notes, after giving effect to the actual use of proceeds from the issuance
     of the Notes, less the aggregate amount of all Net Proceeds of Asset Sales
     applied by the Company or any of the Restricted Subsidiaries to repay the
     principal of any term Indebtedness under a Credit Facility since the date
     of this Indenture; and

          (c) the incurrence of Indebtedness of the Company or any Restricted
     Subsidiary under one or more receivables financing facilities pursuant to
     which the Company or any Restricted Subsidiary pledges or otherwise borrows
     against its Receivables in an aggregate principal amount which, when taken
     together with all other Indebtedness Incurred pursuant to this clause (c)
     and then outstanding, does not exceed 85% of the consolidated book value of
     the Receivables of the Company and the Restricted Subsidiaries (to the
     extent such Receivables or any other Receivables of the Company or such
     Restricted Subsidiary, as the case may be, are not then being financed
     pursuant to a Qualified Receivables Transaction or as a basis for
     Indebtedness Incurred pursuant to clause (10) of this Section 4.09(b));

          (2) the incurrence by the Company and the Restricted Subsidiaries of
     the Existing Indebtedness;

          (3) the incurrence by the Company and the Guarantors of Indebtedness
     represented by the Notes and the related Note Guarantees to be issued on
     the date of this Indenture and the Exchange Notes and the related Note
     Guarantees to be issued pursuant to the Registration Rights Agreement;


<PAGE>
                                      -59-


          (4) the incurrence by the Company or any of its Subsidiaries of
     Indebtedness represented by Capital Lease Obligations, mortgage financings
     or purchase money obligations, in each case, incurred for the purpose of
     financing all or any part of the purchase price or cost of construction or
     improvement of property, plant or equipment used in the business of the
     Company or such Restricted Subsidiary ("Capital Spending") and incurred no
     later than 270 days after the date of such acquisition or the date of
     completion of such construction or improvement, provided that the principal
     amount of any Indebtedness incurred pursuant to this clause (4) (other than
     Permitted Refinancing Indebtedness) at any time during a single fiscal year
     shall not exceed 30% of the total Capital Spending of the Company and the
     Restricted Subsidiaries made during the period of the most recently
     completed four consecutive fiscal quarters prior to the date of such
     incurrence;

          (5) the incurrence by the Company or any of its Restricted
     Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the
     net proceeds of which are used to refund, refinance or replace Indebtedness
     (other than intercompany Indebtedness) that was permitted by this Indenture
     to be incurred under Section 4.09(a) or clause (2), (3), (4), (5), (8), (9)
     or (15) of this Section 4.09(b);

          (6) the incurrence by the Company or any of its Restricted
     Subsidiaries of intercompany Indebtedness between or among the Company and
     any of the Restricted Subsidiaries; provided, however, that:

               (a) if the Company or any Guarantor is the obligor on such
          Indebtedness, such Indebtedness must be (i) unsecured and (ii) if the
          obligee is neither the Company nor a Guarantor, expressly subordinated
          to the prior payment in full in cash of all Obligations with respect
          to the Notes (in the case of the Company) (or the Note Guarantee, in
          the case of a Guarantor); and

               (b) (i) any subsequent issuance or transfer of Equity Interests
          that results in any such Indebtedness being held by a Person other
          than the Company or a Restricted Subsidiary of the Company and (ii)
          any sale or other transfer of any such Indebtedness to a Person that
          is not either the Company or a Restricted Subsidiary of the Company
          will be deemed, in each case, to constitute an incurrence of such
          Indebtedness by the Company or such Restricted Subsidiary, as the case
          may be, that was not permitted by this clause (6);

          (7) the incurrence by the Company or any of its Restricted
     Subsidiaries of Hedging Obligations that are incurred for the purpose of
     hedging (i) interest rate risk or the impact of interest rate fluctuations
     on the Company or any of the Restricted Subsidiaries and (ii) in the case
     of currency or commodity protection agreements, against currency exchange
     rate or commodity price fluctuations in the ordinary course of the Company
     and the Restricted Subsidiaries' respective businesses and, in the case of
     both (i) and (ii), not for purposes of speculation;


<PAGE>
                                      -60-


          (8) the guarantee by the Company or any of the Guarantors of
     Indebtedness of the Company or a Restricted Subsidiary that was permitted
     to be incurred by another provision of this Section 4.09;

          (9) the accrual of interest, the accretion or amortization of original
     issue discount, the payment of interest on any Indebtedness in the form of
     additional Indebtedness with the same terms, and the payment of dividends
     on Disqualified Stock in the form of additional shares of similar
     Disqualified Stock shall not be deemed to be an incurrence of Indebtedness
     or an issuance of Disqualified Stock for purposes of this Section 4.09;
     provided, in each such case, that the amount thereof is included in Fixed
     Charges of the Company as accrued;

          (10) Indebtedness of Foreign Subsidiaries incurred for working capital
     purposes if, at the time of incurrence of such Indebtedness, and after
     giving effect thereto, the aggregate principal amount of all Indebtedness
     of the Foreign Subsidiaries incurred pursuant to this clause (10) and then
     outstanding does not exceed the amount equal to the sum of (x) 80% the
     consolidated book value of the accounts receivable of the Foreign
     Subsidiaries and (y) 60% the consolidated book value of the inventories of
     the Foreign Subsidiaries;

          (11) Indebtedness incurred in respect of (a) workers' compensation
     claims, self-insurance obligations, bankers' acceptances, performance,
     surety and similar bonds and completion guarantees provided by the Company
     or a Restricted Subsidiary in the ordinary course of business, (b) in
     respect of performance bonds or similar obligations of the Company or any
     of the Restricted Subsidiaries for or in connection with pledges, deposits
     or payments made or given in the ordinary course of business and not for
     money borrowed in connection with or to secure statutory, regulatory or
     similar obligations, including obligations under health, safety or
     environmental obligations, and (c) arising from guarantees to suppliers,
     lessors, licensees, contractors, franchises or customers of obligations
     incurred in the ordinary course of business and not for money borrowed;

          (12) Indebtedness arising from agreements of the Company or a
     Restricted Subsidiary providing for indemnification, adjustment of purchase
     price or similar obligations, in each case, incurred or assumed in
     connection with the disposition of any business, assets or Capital Stock of
     a Restricted Subsidiary, provided that the maximum aggregate liability in
     respect of all such Indebtedness shall at no time exceed the gross proceeds
     actually received by the Company and the Restricted Subsidiaries in
     connection with such disposition;

          (13) Indebtedness arising from the honoring by a bank or other
     financial institution of a check, draft or similar instrument (except in
     the case of daylight overdrafts) drawn against insufficient funds in the
     ordinary course of business, provided,


<PAGE>
                                      -61-


     however, that such Indebtedness is extinguished within five Business Days
     of incurrence;

          (14) the incurrence by a Receivables Subsidiary of Indebtedness in a
     Qualified Receivables Transaction that is without recourse to the Company
     or to any other Subsidiary of the Company or their assets (other than such
     Receivables Subsidiary and its assets and, as to the Company or any
     Subsidiary of the Company, other than pursuant to representations,
     warranties, covenants and indemnities customary for such transactions) and
     is not guaranteed by any such Person;

          (15) the issuance and sale of preferred stock (a) by a Foreign
     Subsidiary in lieu of the issuance of non-voting common stock if (i) the
     laws of the jurisdiction of incorporation of such Subsidiary precludes the
     issuance of non-voting common stock and (ii) the preferential rights
     afforded to the holders of such preferred stock are limited to those
     customarily provided for in such jurisdiction in respect of the issuance of
     non-voting stock, (b) by a Restricted Subsidiary which is a joint venture
     with a third party which is not an Affiliate of the Company or a Restricted
     Subsidiary, and (c) by a Restricted Subsidiary pursuant to obligations with
     respect to the issuance or sale of Preferred Stock which exist at the time
     such Person becomes a Restricted Subsidiary and which were not created in
     connection with or in contemplation of such Person becoming a Restricted
     Subsidiary; and

          (16) the incurrence by the Company or any of the Restricted
     Subsidiaries of additional Indebtedness in an aggregate principal amount
     (or accreted value, as applicable) at any time outstanding, including all
     Permitted Refinancing Indebtedness, incurred to refund, refinance or
     replace any Indebtedness incurred pursuant to this clause (16), not to
     exceed $35.0 million.

     For purposes of determining compliance with this Section 4.09, in the event
that an item of proposed Indebtedness meets the criteria of more than one of the
categories of Permitted Debt described in clauses (1) through (16) above, or is
entitled to be incurred pursuant to Section 4.09(a), the Company will be
permitted to classify such item of Indebtedness on the date of its incurrence,
or later reclassify all or a portion of such item of Indebtedness, in any manner
that complies with this Section 4.09. Indebtedness under Credit Facilities
outstanding on the date on which Notes are first issued and authenticated under
this Indenture will be deemed to have been incurred on such date in reliance on
the exception provided by clauses (1) and (2) of the definition of "Permitted
Debt".

     For purposes of determining compliance with any U.S. dollar-denominated
restriction on the incurrence of Indebtedness, the U.S. dollar-equivalent
principal amount of Indebtedness denominated in a foreign currency shall be
calculated based on the relevant currency exchange rate in effect on the date
such Indebtedness was incurred, in the case of term Indebtedness, or first
committed, in the case of revolving credit Indebtedness; provided that if such
Indebtedness is incurred to Refinance other Indebtedness denominated in a
foreign currency,


<PAGE>
                                      -62-


and such Refinancing would cause the applicable U.S. dollar-denominated
restriction to be exceeded if calculated at the relevant currency exchange rate
in effect on the date of such Refinancing, such U.S. dollar-denominated
restriction shall be deemed not to have been exceeded so long as the principal
amount of such Refinancing Indebtedness does not exceed the principal amount of
such Indebtedness being Refinanced. Notwithstanding any other provision of this
covenant, the maximum amount of Indebtedness that the Company may incur pursuant
to this covenant shall not be deemed to be exceeded solely as a result of
fluctuations in the exchange rate of currencies. The principal amount of any
Indebtedness incurred to Refinance other Indebtedness, if incurred in a
different currency from the Indebtedness being Refinanced, shall be calculated
based on the currency exchange rate applicable to the currencies in which such
Refinancing Indebtedness is denominated that is in effect on the date of such
Refinancing.

     Section 4.10 Asset Sales.

     The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, consummate an Asset Sale unless:

          (1) the Company (or the Restricted Subsidiary, as the case may be)
     receives consideration at the time of the Asset Sale at least equal to the
     fair market value of the assets or Equity Interests issued or sold or
     otherwise disposed of;

          (2) the fair market value is determined by the Company's Board of
     Directors and evidenced by a resolution of the Board of Directors set forth
     in an Officers' Certificate delivered to the Trustee; and

          (3) either (a) at least 75% of the consideration received in the Asset
     Sale by the Company or such Restricted Subsidiary is in the form of cash or
     (b) the aggregate non-cash consideration for all Asset Sales not meeting
     the criteria set forth in the preceding clause (a) does not exceed a fair
     market value in excess of $20.0 million. For purposes of this provision,
     each of the following shall be deemed to be cash:

               (A) any liabilities, as shown on the Company's or such Restricted
          Subsidiary's most recent consolidated balance sheet, of the Company or
          any Restricted Subsidiary (other than contingent liabilities and
          liabilities that are by their terms subordinated to the Notes or any
          Note Guarantee) that are assumed by the transferee of any such assets
          pursuant to a customary novation agreement that releases the Company
          or such Restricted Subsidiary from further liability; and

               (B) any securities, notes or other obligations received by the
          Company or any such Restricted Subsidiary from such transferee to the
          extent within 60 days, subject to ordinary settlement periods, they
          are converted by the Company or such Restricted Subsidiary into cash.


<PAGE>
                                      -63-


     Within 365 days after the receipt of any Net Proceeds from an Asset Sale,
the Company may apply such Net Proceeds at its option:

          (1) to permanently repay Indebtedness (other than Indebtedness that is
     by its terms subordinated to, or pari passu with, the Notes or any Note
     Guarantee) of the Company or any Restricted Subsidiary, including any
     Obligations under a Credit Facility and, if the Indebtedness repaid is
     revolving credit Indebtedness, to correspondingly reduce commitments with
     respect thereto or to reduce receivables advances and reduce commitments in
     respect of a Receivables Facility;

          (2) to acquire assets of, or a majority of the Voting Stock of, any
     person owning assets used or usable in a business of the Company and the
     Restricted Subsidiary; or

          (3) to make a capital expenditure.

     Pending the final application of any Net Proceeds, the Company may
temporarily reduce revolving credit borrowings or otherwise invest or use the
Net Proceeds in any manner that is not prohibited by this Indenture.

     Any Net Proceeds from Asset Sales that are not applied or invested as
provided in the preceding paragraph (other than Net Proceeds from the sale of
the common stock of TriMas after the date of this Indenture) will constitute
"Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds $25.0
million, within five days thereof, the Company will make an Asset Sale Offer to
all Holders of Notes and all holders of other Indebtedness that is pari passu
with the Notes containing provisions similar to those set forth in this
Indenture with respect to offers to purchase or redeem with the proceeds of
sales of assets in accordance with Section 3.09 hereof to purchase the maximum
principal amount of Notes and such other pari passu Indebtedness that may be
purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer
will be equal to 100% of principal amount plus accrued and unpaid interest and
Liquidated Damages, if any, to the date of purchase, and will be payable in
cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer,
the Company may use those Excess Proceeds for any purpose not otherwise
prohibited by this Indenture. If the aggregate principal amount of Notes and
other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the
amount of Excess Proceeds, the Trustee shall select the Notes and such other
pari passu Indebtedness to be purchased on a pro rata basis. Upon completion of
each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero.

     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 those laws and regulations are applicable in connection with each
repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the
provisions of any securities laws or regulations conflict with the provisions of
Sections 3.09 or 4.10 of this Indenture, the Company shall comply with the

<PAGE>
                                      -64-


applicable securities laws and regulations and will not be deemed to have
breached its obligations under those provisions of this Indenture by virtue of
such conflict.

     Section 4.11 Transactions with Affiliates.

     (a) The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise
dispose of any of its properties or assets to, or purchase any property or
assets from, or enter into or make or amend any transaction, contract,
agreement, understanding, loan, advance or guarantee with, or for the benefit
of, any Affiliate (each, an "Affiliate Transaction"), unless:

          (1) the Affiliate Transaction is on terms that are not materially less
     favorable, taken as a whole, to the Company or the relevant Restricted
     Subsidiary than those that would have been obtained at the time in a
     comparable transaction by the Company or such Restricted Subsidiary with an
     unaffiliated Person; and

          (2) the Company delivers to the Trustee:

               (A) except when the opinion referred to in the following clause
          (b) is delivered, with respect to any Affiliate Transaction or series
          of related Affiliate Transactions involving aggregate consideration in
          excess of $5.0 million, a resolution of the Board of Directors set
          forth in an Officers' Certificate certifying that such Affiliate
          Transaction complies with Section 4.11(a) and that such Affiliate
          Transaction has been approved by a majority of the disinterested
          members of the Board of Directors; and

               (B) with respect to any Affiliate Transaction or series of
          related Affiliate Transactions involving aggregate consideration in
          excess of $25.0 million, an opinion as to the fairness to the Company
          of such Affiliate Transaction from a financial point of view issued by
          an accounting, appraisal or investment banking firm of national
          standing.

     (b) The following items will not be deemed to be Affiliate Transactions
and, therefore, will not be subject to the provisions of Section 4.11(a):

          (1) loans or advances to employees, indemnification agreements with
     and the payment of fees and indemnities to directors, officers and
     full-time employees of the Company and the Restricted Subsidiaries and
     employment, non-competition or confidentiality agreements entered into with
     any such person in the ordinary course of business;

          (2) any issuance of securities, or other payments, awards or grants in
     cash, securities or otherwise pursuant to, or the funding of, employment,
     compensation or indemnification arrangements, stock options and stock
     ownership plans in the ordinary


<PAGE>
                                      -65-


     course of business to or with officers, directors or employees of the
     Company and the Restricted Subsidiaries, or approved by the Board of
     Directors;

          (3) transactions between or among the Company and/or its Restricted
     Subsidiaries;

          (4) transactions with a Person that is an Affiliate of the Company
     solely because the Company owns an Equity Interest in, or controls, such
     Person;

          (5) transactions pursuant to agreements existing on the date of this
     Indenture, including, without limitation, the Stock Purchase Agreement, the
     Shareholders Agreement, the TriMas Shareholders Agreement and the TriMas
     Corporate Services Agreement, and, in each case, any amendment or
     supplement thereto that, taken in its entirety, is no less favorable to the
     Company than such agreement as in effect on the date of this Indenture;

          (6) sales of Equity Interests (other than Disqualified Stock) of the
     Company to Affiliates of the Company or the receipt of capital
     contributions by the Company;

          (7) payment of certain fees under the Advisory Agreement;

          (8) transactions (in connection with a Qualified Receivables
     Transaction) between or among the Company and/or its Restricted
     Subsidiaries or transactions between a Receivables Subsidiary and any
     Person in which the Receivables Subsidiary has an Investment;

          (9) any management, service, purchase, lease, supply or similar
     agreement entered into in the ordinary course of the Company's business
     between the Company or any Restricted Subsidiary and any Unrestricted
     Subsidiary or any Affiliate, so long as the Company determines in good
     faith (which determination shall be conclusive) that any such agreement is
     on terms no less favorable to the Company or such Restricted Subsidiary
     than those that could be obtained in a comparable arm's-length transaction
     with an entity that is not an Affiliate; and

          (10) Restricted Payments and Permitted Investments that are permitted
     by Section 4.07 hereof.

     Section 4.12 Liens.

     The Company shall not and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, create, incur, assume or otherwise
cause or suffer to exist or become effective any Lien of any kind securing
Indebtedness (other than Permitted Liens) upon any of their property or assets,
now owned or hereafter acquired to secure any Indebtedness without making, or
causing such Subsidiary to make, effective provision for securing the Notes or,
in


<PAGE>
                                      -66-


respect of Liens on any Guarantor's property or assets, any Guarantee of such
Guarantor, (x) equally and ratably with such Indebtedness as to such property or
assets for so long as such Indebtedness will be so secured or (y) in the event
such Indebtedness is subordinated Indebtedness, prior to such Indebtedness as to
such property or assets for so long as such Indebtedness will be so secured.

     Section 4.13 Corporate Existence.

     Subject to Article 5 hereof, the Company shall do or cause to be done all
things necessary to preserve and keep in full force and effect:

          (1) its corporate existence, and the corporate, partnership or other
     existence of each of its Subsidiaries, in accordance with the respective
     organizational documents (as the same may be amended from time to time) of
     the Company or any such Subsidiary; and

          (2) the rights (charter and statutory), licenses and franchises of the
     Company and its Subsidiaries; provided, however, that the Company shall not
     be required to preserve any such right, license or franchise, or the
     corporate, partnership or other existence of any of its Subsidiaries, if
     the Board of Directors shall determine that the preservation thereof is no
     longer desirable in the conduct of the business of the Company and its
     Subsidiaries, taken as a whole, and that the loss thereof is not adverse in
     any material respect to the Holders of the Notes.

     Section 4.14 Offer to Repurchase upon Change of Control.

     (a) Upon the occurrence of a Change of Control, the Company shall make an
offer (a "Change of Control Offer") to each Holder to repurchase all or any part
(equal to $1,000 or an integral multiple of $1,000) of each Holder's Notes at a
purchase price equal to 101% of the aggregate principal amount thereof plus
accrued and unpaid interest and Liquidated Damages on the Notes repurchased, if
any, to the date of purchase (the "Change of Control Payment"). Within 15 days
following any Change of Control, the Company shall mail a notice to each Holder
describing the transaction or transactions that constitute the Change of Control
and stating:

          (1) that the Change of Control Offer is being made pursuant to this
     Section 4.14 and that all Notes tendered will be accepted for payment;

          (2) the purchase price and the purchase date, which shall be no later
     than 30 Business Days from the date such notice is mailed (the "Change of
     Control Payment Date");

          (3) that any Note not tendered will continue to accrue interest;


<PAGE>
                                      -67-


          (4) that, unless the Company defaults in the payment of the Change of
     Control Payment, all Notes accepted for payment pursuant to the Change of
     Control Offer will cease to accrue interest after the Change of Control
     Payment Date;

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

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

          (7) that Holders whose Notes are being purchased only in part will be
     issued new Notes equal in principal amount to the unpurchased portion of
     the Notes surrendered, which unpurchased portion must be equal to $1,000 in
     principal amount or an integral multiple thereof.

     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 those laws and regulations are applicable in connection with the
repurchase of the Notes as a result of a Change of Control. To the extent that
the provisions of any securities laws or regulations conflict with the
provisions of Section 3.09 or this Section 4.14, the Company will comply with
the applicable securities laws and regulations and will not be deemed to have
breached its obligations under Section 3.09 or this Section 4.14 by virtue of
such conflict.

     (b) On the Change of Control Payment Date, the Company will, to the extent
lawful:

          (1) accept for payment all Notes or portions thereof properly tendered
     pursuant to the Change of Control Offer;

          (2) deposit with the Paying Agent an amount equal to the Change of
     Control Payment in respect of all Notes or portions of Notes properly
     tendered; and

          (3) deliver or cause to be delivered to the Trustee the Notes so
     accepted together with an Officers' Certificate stating the aggregate
     principal amount of Notes or portions of Notes being purchased by the
     Company.

     The Paying Agent will promptly mail to each Holder of Notes properly
tendered the Change of Control Payment for such Notes, and the Trustee will
promptly authenticate and


<PAGE>
                                      -68-


mail (or cause to be transferred by book entry) to each Holder a new Note equal
in principal amount to any unpurchased portion of the Notes surrendered, if any;
provided that each new Note will be in a principal amount of $1,000 or an
integral multiple thereof. The Company will publicly announce the results of the
Change of Control Offer on or as soon as practicable after the Change of Control
Payment Date.

     Prior to complying with any of the provisions of this Section 4.14, but in
any event within 90 days following a Change of Control, the Company will either
repay all outstanding Senior Debt or obtain the requisite consents, if any,
under all agreements governing outstanding Senior Debt to permit the repurchase
of notes required by this Section 4.14.

     (c) Notwithstanding anything to the contrary in this Section 4.14, the
Company will not be required to make a Change of Control Offer upon a Change of
Control if a third party makes the Change of Control Offer in the manner, at the
times and otherwise in compliance with the requirements set forth in this
Section 4.14 and Section 3.09 hereof and purchases all Notes validly tendered
and not withdrawn under the Change of Control Offer. Alternatively, the Company
may assign all or part of its obligations to purchase all Notes validly tendered
and not properly withdrawn under a Change of Control Offer to a third party. In
the event of such an assignment, the Company shall be released from its
obligations to purchase the Notes as to which the assignment relates subject to
the third party purchasing such Notes. A Change of Control Offer may be made in
advance of a Change of Control, and conditioned upon such Change of Control if a
definitive agreement is in place for the Change of Control at the time of making
of the Change of Control Offer. Notes repurchased by the Company pursuant to a
Change of Control Offer will have the status of Notes issued but not outstanding
or will be retired and canceled, at the option of the Company. Notes purchased
by a third party upon assignment will have the status of Note issued and
outstanding.

     Section 4.15 Anti-Layering.

     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 of the Company and senior in any respect in right of
payment to the Notes. No Guarantor shall incur, create, issue, assume, guarantee
or otherwise become liable for any Indebtedness that is subordinate or junior in
right of payment to the Senior Debt of such Guarantor and senior in any respect
in right of payment to such Guarantor's Note Guarantee. The foregoing shall not
affect the Company's 4.5% subordinated debentures due 2003 or 11% senior
subordinated notes due 2012, in each case, outstanding on the date of this
Indenture.

     Section 4.16 Additional Notes Guarantees.

     After the date of original issuance of the Notes, the Company shall cause
each Restricted Subsidiary, other than a Subsidiary which is a Subsidiary
Guarantor, that becomes a guarantor or other obligor with respect to the
obligations of the Company or a Domestic Restricted Subsidiary under the Credit
Agreement to execute and deliver to the trustee a Guar-


<PAGE>
                                      -69-


antee pursuant to which such Guarantor shall unconditionally Guarantee, on a
joint and several basis, the full and prompt payment of the principal of,
premium, if any, and interest on the Notes on a senior subordinated basis.

     Section 4.17 Designation of Restricted and Unrestricted Subsidiaries.

     The Board of Directors may designate any Restricted Subsidiary to be an
Unrestricted Subsidiary if that designation would not cause a Default. If a
Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate
fair market value of all outstanding Investments owned by the Company and the
Restricted Subsidiaries in the Subsidiary properly designated will be deemed to
be an Investment made as of the time of the designation and will reduce the
amount available for Restricted Payments under the first paragraph of Section
4.07 hereof or Permitted Investments, as determined by the Company. That
designation will only be permitted if the Investment would be permitted at that
time and if the Restricted Subsidiary otherwise meets the definition of an
Unrestricted Subsidiary. The Board of Directors may redesignate any Unrestricted
Subsidiary to be a Restricted Subsidiary if the redesignation would not cause a
Default.


                                   ARTICLE 5.

                                   SUCCESSORS


     Section 5.01 Merger, Consolidation, or Sale of Assets.

     The Company shall not, directly or indirectly: (1) consolidate or merge
with or into another Person (whether or not the Company is the surviving
corporation), or (2) sell, assign, transfer, convey or otherwise dispose of all
or substantially all of the properties or assets of the Company and its
Restricted Subsidiaries taken as a whole, in one or more related transactions,
to another Person; unless:

          (1) either:

               (A) the Company is the surviving corporation; or

               (B) the Person formed by or surviving any such consolidation or
          merger (if other than the Company) or to which such sale, assignment,
          transfer, conveyance or other disposition has been made is a
          corporation organized or existing under the laws of the United States,
          any state of the United States or the District of Columbia;

          (2) the Person formed by or surviving any such consolidation or merger
     (if other than the Company) or the Person to which such sale, assignment,
     transfer, conveyance or other disposition shall have been made assumes all
     the obligations of the


<PAGE>
                                      -70-


     Company under the Notes, this Indenture and the Registration Rights
     Agreement pursuant to agreements reasonably satisfactory to the Trustee;

          (3) immediately after such transaction, no Default or Event of Default
     exists; and

          (4) the Company or the Person formed by or surviving any such
     consolidation or merger (if other than the Company), or to which such sale,
     assignment, transfer, conveyance or other disposition has been made will,
     on the date of such transaction after giving pro forma effect thereto and
     any related financing transactions as if the same had occurred at the
     beginning of the applicable four-quarter period, be permitted to incur at
     least $1.00 of additional Indebtedness pursuant to the Fixed Charge
     Coverage Ratio test set forth in Section 4.09(a) hereof.

     In addition, the Company shall not, directly or indirectly, lease all or
substantially all of its properties or assets, in one or more related
transactions, to any other Person. This Section 5.01 will not apply to a sale,
assignment, transfer, conveyance or other disposition of assets between or among
the Company and any of the Guarantors.

     Notwithstanding anything in this Indenture, a Restricted Subsidiary may
consolidate with, merge into or convey, lease, sell, assign, transfer or
otherwise dispose of all or part of its properties and assets to the Company or
a Restricted Subsidiary; and the Company may merge with an Affiliate
incorporated solely for the purpose of reincorporating the Company in another
jurisdiction in the United States to realize tax or other benefits.

     Section 5.02 Successor Corporation Substituted.

     Upon any consolidation or merger, or any sale, assignment, transfer, lease,
conveyance or other disposition of all or substantially all of the assets of the
Company in a transaction that is subject to, and that complies with the
provisions of, Section 5.01 hereof, the successor corporation formed by such
consolidation or into or with which the Company is merged or to which such sale,
assignment, transfer, lease, conveyance or other disposition is made shall
succeed to, and be substituted for (so that from and after the date of such
consolidation, merger, sale, lease, conveyance or other disposition, the
provisions of this Indenture referring to the "Company" shall refer instead to
the successor corporation and not to the Company), and may exercise every right
and power of the Company under this Indenture with the same effect as if such
successor Person had been named as the Company herein; provided, however, that
the predecessor Company shall not be relieved from the obligation to pay the
principal of and interest on the Notes except in the case of a sale of all of
the Company's assets in a transaction that is subject to, and that complies with
the provisions of, Section 5.01 hereof.



<PAGE>
                                      -71-


                                   ARTICLE 6.

                              DEFAULTS AND REMEDIES


     Section 6.01 Events of Default.

     Each of the following is an "Event of Default":

          (1) the Company defaults for 30 days in the payment when due of
     interest on, or Liquidated Damages with respect to, the Notes whether or
     not prohibited by the subordination provisions of this Indenture;

          (2) the Company defaults in the payment when due (at maturity, upon
     redemption or otherwise) of the principal of, or premium, if any, on the
     Notes, whether or not prohibited by the subordination provisions of this
     Indenture;

          (3) failure by the Company or any of its Subsidiaries to comply with
     the provisions of Section 4.14 or 5.01 hereof after written notice to the
     Company by the Trustee or the Holders of at least 25% in aggregate
     principal amount of the outstanding Notes;

          (4) failure by the Company or any of its Subsidiaries to comply with
     any of the other agreements in this Indenture continued for 60 days after
     written notice to the Company by the Trustee or the Holders of at least 25%
     in aggregate principal amount of the outstanding Notes;

          (5) default under any mortgage, indenture or 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 any of its Subsidiaries
     (or the payment of which is guaranteed by the Company or any of its
     Subsidiaries), whether such Indebtedness or guarantee now exists, or is
     created after the date of this Indenture, if that default:

               (A) is caused by a failure to pay principal of such Indebtedness
          at the final maturity thereof (a "Payment Default"); or

               (B) results in the acceleration of such Indebtedness prior to its
          express maturity, and, in each case, the principal amount of any such
          Indebtedness, together with the principal amount of any other such
          Indebtedness under which there has been a Payment Default or the
          maturity of which has been so accelerated, aggregates $20.0 million or
          more;

          (6) failure by the Company or any of its Restricted Subsidiaries to
     pay final judgments aggregating in excess of $20.0 million (net of any
     insurance proceeds avail-


<PAGE>
                                      -72-


     able to pay such judgment), which judgments are not paid, discharged or
     stayed for a period of 60 days;

          (7) except as permitted by this Indenture, any Note Guarantee shall be
     held in any judicial proceeding to be unenforceable or invalid or shall
     cease for any reason to be in full force and effect or any Guarantor, or
     any Person acting on behalf of any Guarantor, shall deny or disaffirm its
     obligations under its Note Guarantee;

          (8) the Company or any of its Significant Subsidiaries or any group of
     Subsidiaries that, taken as a whole, would constitute a Significant
     Subsidiary pursuant to or within the meaning of 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 its creditors,
          or

               (E) generally is not paying its debts as they become due; or

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

               (A) is for relief against the Company or any of its Significant
          Subsidiaries or any group of Subsidiaries that, taken as a whole,
          would constitute a Significant Subsidiary in an involuntary case;

               (B) appoints a custodian of the Company or any of its Significant
          Subsidiaries or any group of Subsidiaries that, taken as a whole,
          would constitute a Significant Subsidiary or for all or substantially
          all of the property of the Company or any of its Significant
          Subsidiaries or any group of Subsidiaries that, taken as a whole,
          would constitute a Significant Subsidiary; or

               (C) orders the liquidation of the Company or any of its
          Significant Subsidiaries or any group of Subsidiaries that, taken as a
          whole, would constitute a Significant Subsidiary;

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

     Section 6.02 Acceleration.


<PAGE>
                                      -73-


     In the case of an Event of Default specified in clause (8) or (9) of
Section 6.01 hereof, with respect to the Company, all outstanding Notes will
become due and payable immediately without further action or notice. If any
other Event of Default occurs and is continuing, the Trustee or the Holders of
at least 25% in principal amount of the then outstanding Notes may declare all
the Notes to be due and payable immediately by giving notice in writing to the
Company and the Trustee specifying the respective Event of Default (the
"Acceleration Notice") or if there are any amounts outstanding under the Credit
Agreement, it shall become immediately due and payable upon the first to occur
of an acceleration under the Credit Agreement or five Business Days after
receipt by the Company and the administrative agent under the Credit Agreement
of such Acceleration Notice (but only if such Event of Default is then
continuing).

     Upon any such declaration, the Notes shall become due and payable
immediately. 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, interest or premium that has become due solely
because of the acceleration) have been cured or waived.

     In the event of a declaration of acceleration of the Notes because an Event
of Default described in Section 6.01(5) has occurred and is continuing, the
declaration of acceleration of the Notes shall be automatically annulled if the
event of default or payment default triggering such Event of Default pursuant to
clause (5) shall be remedied or cured by the Company or a Restricted Subsidiary
or waived by the holders of the relevant Indebtedness within 60 days after the
declaration of acceleration with respect thereto and if (a) the annulment of the
acceleration of the Notes would not conflict with any judgment or decree of a
court of competent jurisdiction and (b) all existing Events of Default, except
nonpayment of principal, premium or interest on the Notes that became due solely
because of the acceleration of the Notes, 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, premium and Liquidated
Damages, if any, 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.


<PAGE>
                                      -74-


     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 hereunder, except a continuing Default or Event of Default in the
payment of the principal of, premium and Liquidated Damages, if any, or interest
on, the Notes (including in connection with an offer to purchase); provided,
however, that the Holders of a majority in aggregate principal amount of the
then outstanding Notes may rescind an acceleration and its consequences,
including any related payment default that resulted from such acceleration. Upon
any such waiver, such Default shall cease to exist, and any Event of Default
arising therefrom shall be deemed to have been cured for every purpose of this
Indenture; but no such waiver shall extend to any subsequent or other Default or
impair any right consequent thereon.

     Section 6.05 Control by Majority.

     Holders of a majority in 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 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:

          (1) the Holder of a Note gives to the Trustee written notice of a
     continuing Event of Default;

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

          (3) 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;

          (4) 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 satisfactory to it; and

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


<PAGE>
                                      -75-


     A Holder of a Note may not use this Indenture 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, premium and Liquidated
Damages, if any, and interest on the Note, on or after the respective due dates
expressed in the Note (including in connection with an offer to purchase), 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 such Holder.

     Section 6.08 Collection Suit by Trustee.

     If an Event of Default specified in Section 6.01(1) or (2) occurs and is
continuing, the Trustee 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, premium and Liquidated Damages, if any, 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 is authorized to 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 the
Holders of the Notes allowed in any judicial proceedings relative to the Company
(or any other obligor upon the Notes), its creditors or its property and shall
be entitled and empowered to collect, receive and distribute any money or other
property payable or deliverable on any such claims and any custodian in any such
judicial proceeding is hereby authorized by each Holder to make such payments to
the Trustee, and in the event that the Trustee shall consent to the making of
such payments directly to the Holders, to pay to the Trustee any amount due to
it for the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 7.07 hereof. To the extent that the payment of any such compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel, and
any other amounts due the Trustee under Section 7.07 hereof out of the estate in
any such 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 distributions,
dividends, money, securities and other properties that the Holders may be
entitled to receive in such proceeding whether in liquidation or under any plan
of reorganization or arrangement or otherwise. Nothing herein contained shall be
deemed to authorize the Trustee to authorize or consent to or accept or adopt on
behalf of any Holder any plan of reorganization, arrangement, adjustment or
composition affecting the Notes or the rights of


<PAGE>
                                      -76-


any Holder, 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 6, it shall pay
out the money in the following order:

          First: to the Trustee, its agents and attorneys for amounts due under
     Section 7.07 hereof, including payment of all compensation, expense and
     liabilities incurred, and all advances made, by the Trustee and the costs
     and expenses of collection;

          Second: to Holders of Notes for amounts due and unpaid on the Notes
     for principal, premium and Liquidated Damages, if any, and interest,
     ratably, without preference or priority of any kind, according to the
     amounts due and payable on the Notes for principal, premium and Liquidated
     Damages, if any and interest, respectively; and

          Third: 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 pursuant to this Section 6.10.

     Section 6.11 Undertaking for Costs.

     In any suit for the enforcement of any right or remedy under this Indenture
or in any suit against the Trustee for any action taken or omitted by it as 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 6.11
does not apply to a suit by the Trustee, a suit by a Holder of a Note pursuant
to Section 6.07 hereof, or a suit by Holders of more than 10% in 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 will
exercise such of the rights and powers vested in it by this Indenture, and use
the same degree of care


<PAGE>
                                      -77-


and skill in its exercise, as a prudent person would exercise or use under the
circumstances in the conduct of such person's own affairs.

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

          (1) the duties of the Trustee will 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

          (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 Trustee will 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:

          (1) this paragraph does not limit the effect of paragraph (b) of this
     Section 7.01;

          (2) the Trustee will 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

          (3) the Trustee will 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 7.01.

     (e) No provision of this Indenture will require the Trustee to expend or
risk its own funds or incur any liability. The Trustee will be under no
obligation to exercise any of its rights and powers under this Indenture at the
request of any Holders, unless such Holder has offered to the Trustee security
and indemnity satisfactory to it against any loss, liability or expense.

     (f) The Trustee will 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.


<PAGE>
                                      -78-


     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 will 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 of its selection and the written advice of such counsel or any Opinion
of Counsel will 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 will not be
responsible for the misconduct or negligence of any agent appointed with due
care.

     (d) The Trustee will not be liable for any action it takes or omits to take
in good faith that it believes to be authorized or within the 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 will be sufficient if signed by an
Officer of the Company.

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

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

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

     (i) The Trustee may request that the Company deliver an Officers'
Certificate setting forth the names of individuals and/or titles of officers
authorized at such time to take specified actions pursuant to this Indenture,
which Officers' Certificate may be signed by any person authorized to sign an
Officers' Certificate, including any person specified as so authorized in any
such certificate previously delivered and not superseded.


<PAGE>
                                      -79-


     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 will 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 will not be responsible for the use or application of any money
received by any Paying Agent other than the Trustee, and it will 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 will 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, premium or
Liquidated Damages, if any, 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.

     (a) Within 60 days after each May 15 beginning with the May 15 following
the date of this Indenture, and for so long as Notes remain outstanding, the
Trustee will mail to the Holders of the Notes a brief report dated as of such
reporting date that complies with TIA ss. 313(a) (but if no event described in
TIA ss. 313(a) has occurred within the twelve months preceding the reporting
date, no report need be transmitted). The Trustee also will comply with TIA ss.
313(b)(2). The Trustee will also transmit by mail all reports as required by TIA
ss. 313(c).

     (b) A copy of each report at the time of its mailing to the Holders of
Notes will be mailed by the Trustee to the Company and filed by the Trustee with
the SEC and each stock exchange on which the Notes are listed in accordance with
TIA ss. 313(d). The Company will promptly notify the Trustee when the Notes are
listed on or delisted from any stock exchange.

     Section 7.07 Compensation and Indemnity.


<PAGE>
                                      -80-


     (a) The Company will pay to the Trustee as shall be agreed in writing
between the Trustee and the Company from time to time reasonable compensation
for its acceptance of this Indenture and services hereunder. The Trustee's
compensation will not be limited by any law on compensation of a trustee of an
express trust. The Company will 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 will include the
reasonable compensation, disbursements and expenses of the Trustee's agents and
counsel.

     (b) The Company and the Guarantors will indemnify the Trustee and any
predecessor Trustee against any and all losses, liabilities, claims, damages or
expenses, including taxes (other than taxes based upon, measured by or
determined by the income of the Trustee), incurred by it arising out of or in
connection with the acceptance or administration of its duties under this
Indenture, including the costs and expenses of enforcing this Indenture against
the Company and the Guarantors (including this Section 7.07) and defending
itself against any claim (whether asserted by the Company, the Guarantors or any
Holder or any other Person) or liability in connection with the exercise or
performance of any of its powers or duties hereunder, except to the extent any
such loss, liability or expense may be attributable to its negligence or bad
faith. The Trustee will notify the Company promptly of any claim for which it
may seek indemnity. Failure by the Trustee to so notify the Company will not
relieve the Company or any of the Guarantors of their obligations hereunder. The
Company or such Guarantor will defend the claim and the Trustee will cooperate
in the defense. The Trustee may have separate counsel and the Company will pay
the reasonable fees and expenses of such counsel. Neither the Company nor any
Guarantor need pay for any settlement made without its consent, which consent
will not be unreasonably withheld.

     (c) The obligations of the Company and the Guarantors under this Section
7.07 will survive the satisfaction and discharge of this Indenture and the
resignation or removal of the Trustee.

     (d) To secure the Company's payment obligations in this Section 7.07, the
Trustee will 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 will survive the satisfaction and
discharge of this Indenture.

     (e) When the Trustee incurs expenses or renders services after an Event of
Default specified in Section 6.01(8) or (9) 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.

     (f) The Trustee will comply with the provisions of TIA ss. 313(b)(2) to the
extent applicable.

     Section 7.08 Replacement of Trustee.


<PAGE>
                                      -81-


     (a) A resignation or removal of the Trustee and appointment of a successor
Trustee will become effective only upon the successor Trustee's acceptance of
appointment as provided in this Section 7.08.

     (b) 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 a majority
in 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:

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

          (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; or

          (4) the Trustee becomes incapable of acting.

     (c) If the Trustee resigns or is removed or if a vacancy exists in the
office of Trustee for any reason, the Company will promptly appoint a successor
Trustee. Within one year after the successor Trustee takes office, the Holders
of a majority in principal amount of the then outstanding Notes may appoint a
successor Trustee to replace the successor Trustee appointed by the Company.

     (d) 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 principal amount of the then outstanding Notes
may petition any court of competent jurisdiction at the expense of the Company,
in the case of the Trustee, for the appointment of a successor Trustee.

     (e) If the Trustee, after written request by any Holder who has been a
Holder for at least six months, fails to comply with Section 7.10, such Holder
may petition any court of competent jurisdiction for the removal of the Trustee
and the appointment of a successor Trustee.

     (f) A successor Trustee will deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Thereupon, the
resignation or removal of the retiring Trustee will become effective, and the
successor Trustee will have all the rights, powers and duties of the Trustee
under this Indenture. The successor Trustee will mail a notice of its succession
to Holders. The retiring Trustee will 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 will continue for the
benefit of the retiring Trustee.


<PAGE>
                                      -82-


     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 will be the successor Trustee.

     Section 7.10 Eligibility; Disqualification.

     There will at all times be a Trustee hereunder that is a corporation
organized and doing business under the laws of the United States of America or
of any state thereof that is authorized under such laws to exercise corporate
trustee power, that is subject to supervision or examination by federal or state
authorities and that has a combined capital and surplus of at least $50 million
as set forth in its most recent published annual report of condition.

     This Indenture will always have a Trustee who satisfies the requirements of
TIA ss. 310(a)(1), (2) and (5). The Trustee is subject to TIA ss. 310(b).

     Section 7.11 Preferential Collection of Claims Against Company.

     The Trustee is subject to TIA ss. 311(a), excluding any creditor
relationship listed in TIA ss. 311(b). A Trustee who has resigned or been
removed shall be subject to TIA ss. 311(a) to the extent indicated 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, elect to have
either Section 8.02 or 8.03 hereof 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 hereof of the option
applicable to this Section 8.02, the Company and each of the Guarantors will,
subject to the satisfaction of the conditions set forth in Section 8.04 hereof,
be deemed to have been discharged from their obligations with respect to all
outstanding Notes (including the Note Guarantees) on the date the conditions set
forth below are satisfied (hereinafter, "Legal Defeasance"). For this purpose,
Legal Defeasance means that the Company and the Guarantors will be deemed to
have paid and discharged the entire Indebtedness represented by the outstanding
Notes (including


<PAGE>
                                      -83-


the Note Guarantees), which will thereafter be deemed to be "outstanding" only
for the purposes of Section 8.05 hereof and the other Sections of this Indenture
referred to in clauses (1) and (2) below, and to have satisfied all their other
obligations under such Notes, the Note Guarantees 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 provisions which
will survive until otherwise terminated or discharged hereunder:

          (1) the rights of Holders of outstanding Notes to receive payments in
     respect of the principal of, or interest or premium and Liquidated Damages,
     if any, on such Notes when such payments are due from the trust referred to
     in Section 8.04 hereof;

          (2) the Company's obligations with respect to such Notes under Article
     2 and Section 4.02 hereof;

          (3) the rights, powers, trusts, duties and immunities of the Trustee
     hereunder and the Company's and the Guarantors' obligations in connection
     therewith; and

          (4) 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 hereof.

     Section 8.03 Covenant Defeasance.

     Upon the Company's exercise under Section 8.01 hereof of the option
applicable to this Section 8.03, the Company and the Guarantors will, subject to
the satisfaction of the conditions set forth in Section 8.04 hereof, be released
from each of their obligations under the covenants contained in Sections 4.07,
4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15, 4.16 and 4.17 hereof and clause
(4) of Section 5.01 hereof with respect to the outstanding Notes on and after
the date the conditions set forth in Section 8.04 hereof are satisfied
(hereinafter, "Covenant Defeasance"), and the Notes will 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 will continue to be deemed "outstanding" for
all other purposes hereunder (it being understood that such Notes will not be
deemed outstanding for accounting purposes). For this purpose, Covenant
Defeasance means that, with respect to the outstanding Notes and Note
Guarantees, the Company and the Guarantors may omit to comply with and will 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 will not constitute a Default or an Event of Default under
Section 6.01 hereof, but, except as specified above, the remainder of this
Indenture and such Notes and Note Guarantees will be unaffected thereby. In
addition, upon the Company's exercise under Section 8.01 hereof of the


<PAGE>
                                      -84-


option applicable to this Section 8.03 hereof, subject to the satisfaction of
the conditions set forth in Section 8.04 hereof, Sections 6.01(3) through
6.01(5) hereof will not constitute Events of Default.

     Section 8.04 Conditions to Legal or Covenant Defeasance.

     In order to exercise either Legal Defeasance or Covenant Defeasance under
either Section 8.02 or 8.03 hereof:

          (1) the Company must irrevocably deposit with the Trustee, in trust,
     for the benefit of the Holders of the Notes, cash in United States dollars,
     non-callable Government Securities, or a combination thereof, in such
     amounts as will be sufficient, in the opinion of a nationally recognized
     firm of independent public accountants, to pay the principal of, premium
     and Liquidated Damages, if any, and interest on the outstanding Notes on
     the stated date for payment thereof or on the applicable redemption date,
     as the case may be, and the Company must specify whether the Notes are
     being defeased to maturity or to a particular redemption date;

          (2) in the case of an election under Section 8.02 hereof, the Company
     has delivered to the Trustee an Opinion of Counsel in the United States
     reasonably acceptable to the Trustee confirming that:

               (A) the Company has received from, or there has been published
          by, the Internal Revenue Service a ruling; or

               (B) since the date of this Indenture, there has been a change in
          the applicable federal income tax law,

          in either case to the effect that, and based thereon such Opinion of
          Counsel shall confirm that, the 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;

          (3) in the case of an election under Section 8.03 hereof, the Company
     must deliver to the Trustee an Opinion of Counsel in the United States
     reasonably acceptable to the Trustee confirming 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 on the same amounts, in the same manner and
     at the same times as would have been the case if such Covenant Defeasance
     had not occurred;


<PAGE>
                                      -85-


          (4) no Default or Event of Default shall have occurred and be
     continuing on the date of such deposit (other than a Default or Event of
     Default resulting from the borrowing of funds to be applied to such
     deposit);

          (5) such Legal Defeasance or Covenant Defeasance will not result in a
     breach or violation of, or constitute a default under, any material
     agreement or instrument (other than this Indenture) to which the Company or
     any of its Subsidiaries is a party or by which the Company or any of its
     Subsidiaries is bound;

          (6) the Company must deliver to the Trustee an Officers' Certificate
     stating that the deposit was not made by the Company with the intent of
     preferring the Holders of Notes over the other creditors of the Company
     with the intent of defeating, hindering, delaying or defrauding any other
     creditors of the Company or others; and

          (7) the Company must deliver to the Trustee an Officers' Certificate
     and an Opinion of Counsel, each stating that all conditions precedent
     provided for or relating to the Legal Defeasance or the Covenant Defeasance
     have been complied with.

     In the event that the Company exercises its legal defeasance option or
covenant defeasance option, each of the Guarantors will be released from all of
its obligations with respect to its guarantee. The Company may exercise its
legal defeasance option notwithstanding its prior exercise of the covenant
defeasance option.

     Section 8.05 Deposited Money and Government Securities to Be Held in Trust;
                  Other Miscellaneous Provisions.

     Subject to Section 8.06 hereof, 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 hereof in respect of the outstanding Notes
will 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, premium and Liquidated Damages, if
any, and interest, but such money need not be segregated from other funds except
to the extent required by law.

     The Company will 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 hereof 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.

     Notwithstanding anything in this Article 8 to the contrary, the Trustee
will deliver or pay to the Company from time to time upon the request of the
Company any money or non-


<PAGE>
                                      -86-


callable Government Securities held by it as provided in Section 8.04 hereof
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(1) hereof), are
in excess of the amount thereof that 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, premium or Liquidated
Damages, if any, or interest on any Note and remaining unclaimed for two years
after such principal, premium or Liquidated Damages, 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) will be discharged from such trust; and the Holder of such
Note will thereafter be permitted to 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, will
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 will 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 United States dollars
or non-callable Government Securities in accordance with Section 8.02 or 8.03
hereof, 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 and the Guarantor's obligations under this
Indenture and the Notes and the Note Guarantees will be revived and reinstated
as though no deposit had occurred pursuant to Section 8.02 or 8.03 hereof 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 hereof, as the case may be; provided,
however, that, if the Company makes any payment of principal of, premium or
Liquidated Damages, if any, or interest on any Note following the reinstatement
of its obligations, the Company will 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.



<PAGE>
                                      -87-


                                   ARTICLE 9.

                        AMENDMENT, SUPPLEMENT AND WAIVER


     Section 9.01 Without Consent of Holders of Notes.

     Notwithstanding Section 9.02 of this Indenture, the Company, the Guarantors
and the Trustee may amend or supplement this Indenture, the Note Guarantees or
the Notes without the consent of any Holder of a Note:

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

          (2) to provide for uncertificated Notes in addition to or in place of
     certificated Notes or to alter the provisions of Article 2 hereof
     (including the related definitions) in a manner that does not materially
     adversely affect any Holder;

          (3) to provide for the assumption of the Company's or a Guarantor's
     obligations to the Holders of the Notes by a successor to the Company
     pursuant to Article 5 hereof; (4) 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;

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

          (6) to allow any Guarantor to execute a supplemental indenture and/or
     a Note Guarantee with respect to the Notes; or

          (7) to conform to any future amendment or supplement to the 2002
     Indenture, the 2012 Notes or the related guarantees, unless such conforming
     amendment or supplement to this Indenture would otherwise require the
     consent of each Holder affected under Section 9.02 hereof.

     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
7.02 hereof, the Trustee will join with the Company and the Guarantors 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 that may be therein contained, but the Trustee will not be
obligated to enter into such amended or supplemental Indenture that affects its
own rights, duties or immunities under this Indenture or otherwise.


<PAGE>
                                      -88-


     Section 9.02 With Consent of Holders of Notes.

     Except as provided below in this Section 9.02, the Company and the Trustee
may amend or supplement this Indenture (including, without limitation, Section
3.09, 4.10 and 4.14 hereof), the Note Guarantees and the Notes with the consent
of the Holders of at least a majority in principal amount of the Notes then
outstanding voting as a single class (including, without limitation, consents
obtained in connection with a tender offer or exchange offer for, or purchase
of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing
Default or Event of Default (other than a Default or Event of Default in the
payment of the principal of, premium or Liquidated Damages, if any, or interest
on the Notes, except a payment default resulting from an acceleration that has
been rescinded) or compliance with any provision of this Indenture, the Note
Guarantees or the Notes may be waived with the consent of the Holders of a
majority in principal amount of the then outstanding Notes voting as a single
class (including consents obtained in connection with a tender offer or exchange
offer for, or purchase of, the Notes). Section 2.08 hereof shall determine which
Notes are considered to be "outstanding" for purposes of this Section 9.02.

     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 7.02 hereof, the Trustee will
join with the Company in the execution of such amended or supplemental Indenture
unless such amended or supplemental Indenture directly affects the Trustee's own
rights, duties or immunities under this Indenture or otherwise, in which case
the Trustee may in its discretion, but will not be obligated to, enter into such
amended or supplemental Indenture.

     It is 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 is sufficient if such consent approves the substance thereof.

     After an amendment, supplement or waiver under this Section 9.02 becomes
effective, the Company will 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, will 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 6.07 hereof, the Holders of a
majority in aggregate principal amount of the Notes then outstanding voting as a
single class may waive compliance in a particular instance by the Company with
any provision of this Indenture or the Notes. However, without the consent of
each Holder affected, an amendment or waiver under this Section 9.02 may not
(with respect to any Notes held by a non-consenting Holder):

          (1) reduce the principal amount of Notes whose Holders must consent to
     an amendment, supplement or waiver;


<PAGE>
                                      -89-


          (2) reduce the principal of or change the fixed maturity of any Note
     or alter or waive any of the provisions with respect to the redemption of
     the Notes except as provided above with respect to Sections 3.09, 4.10 and
     4.14 hereof;

          (3) reduce the rate of or change the time for payment of interest,
     including default interest, on any Note;

          (4) waive a Default or Event of Default in the payment of principal of
     or premium or Liquidated Damages, if any, 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);

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

          (6) 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 or premium or Liquidated Damages, if
     any, on the Notes;

          (7) make any change in Section 6.04 or 6.07 hereof or in the foregoing
     amendment and waiver provisions;

          (8) release any Guarantor from any of its obligations under its Note
     Guarantee or this Indenture, except in accordance with the terms of this
     Indenture; or

          (9) waive a redemption payment with respect to any Note (other than a
     payment required by Sections 4.10 and 4.14).

     In addition, any amendment to, or waiver of, the provisions of this
Indenture relating to subordination that adversely affects the rights of the
Holders of the Notes will require the consent of the Holders of at least 75% in
aggregate principal amount of Notes then outstanding.

     Section 9.03 Compliance with Trust Indenture Act.

     Every amendment or supplement to this Indenture or the Notes will be set
forth in an amended or supplemental Indenture that complies with the TIA as then
in effect.

     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 of a Note or subsequent Holder of a Note may
revoke the consent as to its Note if the Trustee receives


<PAGE>
                                      -90-


written notice of revocation before the date the waiver, supplement or amendment
becomes effective. An amendment, supplement or waiver becomes effective in
accordance with its terms and thereafter binds every Holder.

     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, upon receipt of an
Authentication Order, authenticate new Notes that reflect the amendment,
supplement or waiver.

     Failure to make the appropriate notation or issue a new Note will not
affect the validity and effect of such amendment, supplement or waiver.

     Section 9.06 Trustee to Sign Amendment, etc.

     The Trustee will 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. The Company
may not sign an amended or supplemental Indenture until the Board of Directors
approves it. In executing any amended or supplemental Indenture, the Trustee
will be entitled to receive and (subject to Section 7.01 hereof) will be fully
protected in relying upon, in addition to the documents required by Section
12.04 hereof, an Officers' Certificate and an Opinion of Counsel stating that
the execution of such amended or supplemental indenture is authorized or
permitted by this Indenture.


                                   ARTICLE 10.

                                  SUBORDINATION


     Section 10.01 Agreement to Subordinate.

     The Company agrees, and each Holder by accepting a Note agrees, that the
Indebtedness 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 payment in
full of all Senior Debt (whether outstanding on the date hereof or hereafter
created, incurred, assumed or guaranteed), and that the subordination is for the
benefit of the holders of Senior Debt. For the avoidance of doubt, the 2012
Notes are parri passu in right of payment to the Indebtedness evidenced by the
Notes.

     Section 10.02 Certain Definitions.

     "Designated Senior Debt" means:


<PAGE>
                                      -91-


          (1) any Indebtedness outstanding under the Credit Facilities and all
     Hedging Obligations with respect thereto; and

          (2) after payment in full of all Obligations under the Credit
     Facilities, any other Senior Debt permitted under this Indenture the
     principal amount of which is $25.0 million or more and that has been
     designated by the Company as "Designated Senior Debt."

     "Permitted Junior Securities" means:

          (1) Equity Interests in the Company or any Guarantor; or

          (2) debt securities that are subordinated to all Senior Debt and any
     debt securities issued in exchange for Senior Debt to substantially the
     same extent as, or to a greater extent than, the Notes and the Note
     Guarantees are subordinated to Senior Debt under this Indenture.

     "Representative" means the indenture trustee or other trustee, agent or
representative for any Senior Debt.

     "Senior Debt" means:

          (1) all Indebtedness of the Company or any Guarantor outstanding under
     Credit Facilities and all Hedging Obligations with respect thereto;

          (2) any other Indebtedness of the Company or any Guarantor permitted
     to be incurred under the terms of this Indenture, unless the instrument
     under which such Indebtedness is incurred expressly provides that it is on
     a parity with or subordinated in right of payment to the Notes or any Note
     Guarantee; and

          (3) all Obligations with respect to the items listed in the preceding
     clauses (1) and (2).

     Notwithstanding anything to the contrary in the foregoing, Senior Debt will
not include:

          (1) any liability for federal, state, local or other taxes owed or
     owing by the Company;

          (2) any intercompany Indebtedness of the Company or any of its
     Subsidiaries to the Company or any of its Affiliates;

          (3) any trade payables; or


<PAGE>
                                      -92-


          (4) the portion of any Indebtedness that is incurred in violation of
     this Indenture; provided that such Indebtedness shall be deemed not to have
     been incurred in violation of this Indenture for purposes of this clause
     (4) if such Indebtedness consists of Indebtedness under any Credit Facility
     and holders of such Indebtedness or their Representative (i) had no actual
     knowledge at the time of the incurrence that the incurrence of such
     Indebtedness violated this Indenture and (ii) shall have received an
     Officers' Certificate to the effect that the incurrence of such
     Indebtedness does not violate the provisions of this Indenture.

     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, in
an assignment for the benefit of creditors or any marshaling of the Company's
assets and liabilities:

          (1) holders of Senior Debt will be entitled to receive payment in full
     of all Obligations due in respect of such Senior Debt (including interest
     after the commencement of any bankruptcy proceeding at the rate specified
     in the applicable Senior Debt) before the Holders of Notes will be entitled
     to receive any payment with respect to the Notes (except that Holders of
     Notes may receive and retain Permitted Junior Securities and payments made
     from any defeasance trust created pursuant to Section 8.01 hereof); and

          (2) until all Obligations with respect to Senior Debt (as provided in
     clause (1) above) are paid in full, any distribution to which Holders would
     be entitled but for this Article 10 will be made to holders of Senior Debt
     (except that Holders of Notes may receive and retain Permitted Junior
     Securities and payments made from any defeasance trust created pursuant to
     Section 8.01 hereof), as their interests may appear.

     Section 10.04 Default on Designated Senior Debt.

     (a) The Company may not make any payment or distribution to the Trustee or
any Holder in respect of Obligations with respect to the Notes and may not
acquire from the Trustee or any Holder any Notes for cash or property (other
than Permitted Junior Securities and payments made from any defeasance trust
created pursuant to Section 8.01 hereof) until all principal and other
Obligations with respect to the Senior Debt have been paid in full if:

          (1) payment default on Designated Senior Debt occurs and is continuing
     beyond any applicable grace period in the agreement, indenture or other
     document governing such Designated Senior Debt; or

          (2) any other default occurs and is continuing on any series of
     Designated Senior Debt that permits holders of that series of Designated
     Senior Debt to accelerate


<PAGE>
                                      -93-


     its maturity and the Trustee receives a notice of such default (a "Payment
     Blockage Notice") from the Company or the holders of any Designated Senior
     Debt. If the Trustee receives any such Payment Blockage Notice, no
     subsequent Payment Blockage Notice will be effective for purposes of this
     Section unless and until (A) at least 360 days have elapsed since the
     effectiveness of the immediately prior Payment Blockage Notice and (B) all
     scheduled payments of principal, premium and Liquidated Damages, if any,
     and interest on the Notes that have come due have been paid in full in
     cash.

     No nonpayment default that existed or was continuing on the date of
delivery of any Payment Blockage Notice to the Trustee may be, or may be made,
the basis for a subsequent Payment Blockage Notice unless such default has have
been waived for a period of not less than 90 days.

     (b) The Company may and will resume payments on and distributions in
respect of the Notes and may acquire them upon the earlier of:

          (1) in the case of a payment default, upon the date upon which such
     default is cured or waived, or

          (2) in the case of a nonpayment default, upon the earlier of the date
     on which such nonpayment default is cured or waived or 179 days after the
     date on which the applicable Payment Blockage Notice is received, unless
     the maturity of any Designated Senior Debt has been accelerated,

if this Article 10 otherwise permits the payment, distribution or acquisition at
the time of such payment or acquisition.

     Section 10.05 Acceleration of Notes.

     If payment of the Notes is accelerated because of an Event of Default, the
Company will promptly notify holders of Senior Debt of the acceleration.

     Section 10.06 When Distribution Must Be Paid Over.

     In the event that the Trustee or any Holder receives any payment of any
Obligations with respect to the Notes (other than Permitted Junior Securities
and payments made from any defeasance trust created pursuant to Section 8.01
hereof) at a time when the Trustee or such Holder, as applicable, has actual
knowledge that such payment is prohibited by Section 10.04 hereof, such payment
will be held by the Trustee or such Holder, in trust for the benefit of, and
will be paid forthwith over and delivered, upon written request, to, the holders
of Senior Debt as their interests may appear or their Representative under the
agreement, indenture or other document (if any) pursuant to which Senior Debt
may have been issued, as their respective interests may appear, for application
to the payment of all Obligations with respect to Senior Debt remaining unpaid
to the extent necessary to pay such Obligations in full in accor-


<PAGE>
                                      -94-


dance with their terms, after giving effect to any concurrent payment or
distribution to or for the holders of Senior Debt.

     With respect to the holders of Senior Debt, the Trustee undertakes to
perform only those obligations on the part of the Trustee as are specifically
set forth in this Article 10, and no implied covenants or obligations with
respect to the holders of Senior Debt will be read into this Indenture against
the Trustee. The Trustee will not be deemed to owe any fiduciary duty to the
holders of Senior Debt, and will not be liable to any such holders if the
Trustee pays over or distributes to or on behalf of Holders or the Company or
any other Person money or assets to which any holders of Senior Debt are then
entitled by virtue of this Article 10, except if such payment is made as a
result of the willful misconduct or gross negligence of the Trustee.

     Section 10.07 Notice by Company.

     The Company will promptly notify the Trustee and the Paying Agent of any
facts known to the Company that would cause a payment of any Obligations with
respect to the Notes to violate this Article 10, but failure to give such notice
will not affect the subordination of the Notes to the Senior Debt as provided in
this Article 10.

     Section 10.08 Subrogation.

     After all Senior Debt is paid in full and until the Notes are paid in full,
Holders of Notes will be subrogated (equally and ratably with all other
Indebtedness pari passu with the Notes) 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 10 to holders of
Senior Debt that otherwise would have been made to Holders of Notes is not, as
between the Company and Holders, a payment by the Company on the Notes.

     Section 10.09 Relative Rights.

     This Article 10 defines the relative rights of Holders of Notes and holders
of Senior Debt. Nothing in this Indenture will:

          (1) impair, as between the Company and Holders of Notes, the
     obligation of the Company, which is absolute and unconditional, to pay
     principal of, premium and interest and Liquidated Damages, if any, on the
     Notes in accordance with their terms;

          (2) affect the relative rights of Holders of Notes and creditors of
     the Company other than their rights in relation to holders of Senior Debt;
     or

          (3) prevent the Trustee or any Holder of Notes from exercising its
     available remedies upon a Default or Event of Default, subject to the
     rights of holders and own-


<PAGE>
                                      -95-


     ers of Senior Debt to receive distributions and payments otherwise payable
     to Holders of Notes.

     If the Company fails because of this Article 10 to pay principal of,
premium or interest or Liquidated Damages, if any, 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 may be impaired by any act or failure to act
by the Company or any Holder or by the failure of the Company or any Holder to
comply with this Indenture.

     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.

     Upon any payment or distribution of assets of the Company referred to in
this Article 10, the Trustee and the Holders of Notes will be entitled to rely
upon any order or decree made by any court of competent jurisdiction or upon any
certificate of such Representative or of the liquidating trustee or agent or
other Person making any distribution to the Trustee or to the Holders of Notes
for the purpose of ascertaining the Persons entitled to participate in such
distribution, the holders of the Senior Debt and other Indebtedness of the
Company, the amount thereof or payable thereon, the amount or amounts paid or
distributed thereon and all other facts pertinent thereto or to this Article 10.

     Section 10.12 Rights of Trustee and Paying Agent.

     Notwithstanding the provisions of this Article 10 or any other provision of
this Indenture, the Trustee will not be charged with knowledge of the existence
of any facts that would prohibit the making of any payment or distribution by
the Trustee, and the Trustee and the Paying Agent may continue to make payments
on the Notes, unless the Trustee has received at its Corporate Trust Office at
least five Business Days prior to the date of such payment written notice of
facts that would cause the payment of any Obligations with respect to the Notes
to violate this Article 10. Only the Company or a Representative may give the
notice. Nothing in this Article 10 will impair the claims of, or payments to,
the Trustee under or pursuant to Section 7.07 hereof.

     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.


<PAGE>
                                      -96-


     Section 10.13 Authorization to Effect Subordination.

     Each Holder of Notes, by the Holder's acceptance thereof, authorizes and
directs the Trustee on such Holder's behalf to take such action as may be
necessary or appropriate to effectuate the subordination as provided in this
Article 10, and appoints the Trustee to act as such Holder's attorney-in-fact
for any and all such purposes. If the Trustee does not file a proper proof of
claim or proof of debt in the form required in any proceeding referred to in
Section 6.09 hereof at least 30 days before the expiration of the time to file
such claim, the Representatives are hereby authorized to file an appropriate
claim for and on behalf of the Holders of the Notes.

     Section 10.14 Amendments.

     The provisions of this Article 10 may not be amended or modified without
the written consent of the holders of all Senior Debt.


                                   ARTICLE 11.

                                 NOTE GUARANTEE


     Section 11.01 Guarantees.

     (a) Subject to this Article 11, each of the Guarantors hereby, jointly and
severally, unconditionally guarantees to each Holder of a Note authenticated and
delivered by the Trustee and to the Trustee and its successors and assigns,
irrespective of the validity and enforceability of this Indenture, the Notes or
the obligations of the Company hereunder or thereunder, that:

          (1) the principal of, premium and Liquidated Damages, if any, and
     interest on the Notes will be promptly paid in full when due, whether at
     maturity, by acceleration, redemption or otherwise, and interest on the
     overdue principal of and interest on the Notes, if any, if lawful, and all
     other obligations of the Company to the Holders or the Trustee hereunder or
     thereunder will be promptly paid in full or performed, all in accordance
     with the terms hereof and thereof; and

          (2) in case of any extension of time of payment or renewal of any
     Notes or any of such other obligations, that same will be promptly paid in
     full when due or performed in accordance with the terms of the extension or
     renewal, whether at stated maturity, by acceleration or otherwise.

     Failing payment when due of any amount so guaranteed or any performance so
guaranteed for whatever reason, the Guarantors will be jointly and severally
obligated to pay the


<PAGE>
                                      -97-


same immediately. Each Guarantor agrees that this is a guarantee of payment and
not a guarantee of collection.

     (b) The Guarantors hereby agree that their obligations hereunder are
unconditional, irrespective of the validity, regularity or enforceability of the
Notes or this Indenture, the absence of any action to enforce the same, any
waiver or consent by any Holder of the Notes with respect to any provisions
hereof or thereof, the recovery of any judgment against the Company, any action
to enforce the same or any other circumstance which might otherwise constitute a
legal or equitable discharge or defense of a guarantor. Each Guarantor hereby
waives diligence, presentment, demand of payment, filing of claims with a court
in the event of insolvency or bankruptcy of the Company, any right to require a
proceeding first against the Company, protest, notice and all demands whatsoever
and covenant that this Note Guarantee will not be discharged except by complete
performance of the obligations contained in the Notes and this Indenture.

     (c) If any Holder or the Trustee is required by any court or otherwise to
return to the Company, the Guarantors or any custodian, trustee, liquidator or
other similar official acting in relation to either the Company or the
Guarantors, any amount paid by either to the Trustee or such Holder, this Note
Guarantee, to the extent theretofore discharged, will be reinstated in full
force and effect.

     (d) Each Guarantor agrees that it will not be entitled to any right of
subrogation in relation to the Holders in respect of any obligations guaranteed
hereby until payment in full of all obligations guaranteed hereby. Each
Guarantor further agrees that, as between the Guarantors, on the one hand, and
the Holders and the Trustee, on the other hand, (1) the maturity of the
obligations guaranteed hereby may be accelerated as provided in Article 6 hereof
for the purposes of this Note Guarantee, notwithstanding any stay, injunction or
other prohibition preventing such acceleration in respect of the obligations
guaranteed hereby, and (2) in the event of any declaration of acceleration of
such obligations as provided in Article 6 hereof, such obligations (whether or
not due and payable) will forthwith become due and payable by the Guarantors for
the purpose of this Note Guarantee. The Guarantors will have the right to seek
contribution from any non-paying Guarantor so long as the exercise of such right
does not impair the rights of the Holders under the Note Guarantee.

     Section 11.02 Subordination of Note Guarantee.

     The Obligations of each Guarantor under its Note Guarantee pursuant to this
Article 11 will be junior and subordinated to the Senior Debt of such Guarantor
on the same basis as the Notes are junior and subordinated to Senior Debt of the
Company. For the purposes of the foregoing sentence, the Trustee and the Holders
will have the right to receive and/or retain payments by any of the Guarantors
only at such times as they may receive and/or retain payments in respect of the
Notes pursuant to this Indenture, including Section 10.01 hereof.

     Section 11.03 Limitation on Guarantor Liability.


<PAGE>
                                      -98-


     Each Guarantor, and by its acceptance of Notes, each Holder, hereby
confirms that it is the intention of all such parties that the Note Guarantee of
such Guarantor not constitute a fraudulent transfer or conveyance for purposes
of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent
Transfer Act or any similar federal or state law to the extent applicable to any
Note Guarantee. To effectuate the foregoing intention, the Trustee, the Holders
and the Guarantors hereby irrevocably agree that the obligations of such
Guarantor will be limited to the maximum amount that will, after giving effect
to such maximum amount and all other contingent and fixed liabilities of such
Guarantor that are relevant under such laws, and after giving effect to any
collections from, rights to receive contribution from or payments made by or on
behalf of any other Guarantor in respect of the obligations of such other
Guarantor under this Article 11, result in the obligations of such Guarantor
under its Note Guarantee not constituting a fraudulent transfer or conveyance.

     Section 11.04 Execution and Delivery of Note Guarantee.

     To evidence its Note Guarantee set forth in Section 11.01, each Guarantor
hereby agrees that a notation of such Note Guarantee substantially in the form
attached as Exhibit E hereto will be endorsed by an Officer of such Guarantor on
each Note authenticated and delivered by the Trustee and that this Indenture
will be executed on behalf of such Guarantor by one of its Officers.

     Each Guarantor hereby agrees that its Note Guarantee set forth in Section
11.01 will remain in full force and effect notwithstanding any failure to
endorse on each Note a notation of such Note Guarantee.

     If an Officer whose signature is on this Indenture or on the Note Guarantee
no longer holds that office at the time the Trustee authenticates the Note on
which a Note Guarantee is endorsed, the Note Guarantee will be valid
nevertheless.

     The delivery of any Note by the Trustee, after the authentication thereof
hereunder, will constitute due delivery of the Note Guarantee set forth in this
Indenture on behalf of the Guarantors.

     In the event that the Company creates or acquires any Domestic Subsidiary
after the date of this Indenture that are guarantors or borrowers in respect of
the Credit Agreement, if required by Section 4.16 hereof, the Company will cause
such Domestic Subsidiary to comply with the provisions of Section 4.16 hereof
and this Article 11, to the extent applicable.

     Section 11.05 Guarantors May Consolidate, etc., on Certain Terms.

     Except as otherwise provided in Section 11.06, no Guarantor may sell or
otherwise dispose of all or substantially all of its assets to, or consolidate
with or merge with or into (whether or not such Guarantor is the surviving
Person) another Person, other than the Company or another Guarantor, unless:


<PAGE>
                                      -99-


          (1) immediately after giving effect to such transaction, no Default or
     Event of Default exists; and

          (2) either:

               (a) subject to Section 11.06 hereof, the Person acquiring the
          property in any such sale or disposition or the Person formed by or
          surviving any such consolidation or merger unconditionally assumes all
          the obligations of that Guarantor, pursuant to a supplemental
          indenture in form and substance reasonably satisfactory to the
          Trustee, under the Notes, this Indenture and the Note Guarantee on the
          terms set forth herein or therein; and

               (b) the Net Proceeds of such sale or other disposition are
          applied in accordance with the applicable provisions of this
          Indenture, including without limitation, Section 4.10 hereof.

     In case of any such consolidation, merger, sale or conveyance and upon the
assumption by the successor Person, by supplemental indenture, executed and
delivered to the Trustee and satisfactory in form to the Trustee, of the Note
Guarantee endorsed upon the Notes and the due and punctual performance of all of
the covenants and conditions of this Indenture to be performed by the Guarantor,
such successor Person will succeed to and be substituted for the Guarantor with
the same effect as if it had been named herein as a Guarantor. Such successor
Person thereupon may cause to be signed any or all of the Note Guarantees to be
endorsed upon all of the Notes issuable hereunder which theretofore shall not
have been signed by the Company and delivered to the Trustee. All the Note
Guarantees so issued will in all respects have the same legal rank and benefit
under this Indenture as the Note Guarantees theretofore and thereafter issued in
accordance with the terms of this Indenture as though all of such Note
Guarantees had been issued at the date of the execution hereof.

     Except as set forth in Articles 4 and 5 hereof, and notwithstanding clauses
(a) and (b) above, nothing contained in this Indenture or in any of the Notes
will prevent any consolidation or merger of a Guarantor with or into the Company
or another Guarantor, or will prevent any sale or conveyance of the property of
a Guarantor as an entirety or substantially as an entirety to the Company or
another Guarantor.

     Section 11.06 Releases Following Sale of Assets.

     In the event of any sale or other disposition of all or substantially all
of the assets of any Guarantor, by way of merger, consolidation or otherwise, or
a sale or other disposition of all to the Capital Stock of any Guarantor, in
each case to a Person that is not (either before or after giving effect to such
transactions) a Restricted Subsidiary of the Company, then such Guarantor (in
the event of a sale or other disposition, by way of merger, consolidation or
otherwise, of all of the capital stock of such Guarantor) or the corporation
acquiring the property (in the event of a sale or other disposition of all or
substantially all of the assets of such Guar-


<PAGE>
                                     -100-


antor) will be released and relieved of any obligations under its Note
Guarantee; provided that the Net Proceeds of such sale or other disposition are
applied in accordance with the applicable provisions of this Indenture,
including without limitation Section 4.10 hereof. Upon delivery by the Company
to the Trustee of an Officers' Certificate and an Opinion of Counsel to the
effect that such sale or other disposition was made by the Company in accordance
with the provisions of this Indenture, including without limitation Section 4.10
hereof, the Trustee will execute any documents reasonably required in order to
evidence the release of any Guarantor from its obligations under its Note
Guarantee.

     Any Guarantor not released from its obligations under its Note Guarantee
will remain liable for the full amount of principal of and interest on the Notes
and for the other obligations of any Guarantor under this Indenture as provided
in this Article 11.


                                   ARTICLE 12.

                           SATISFACTION AND DISCHARGE


     Section 12.01 Satisfaction and Discharge.

     This Indenture will be discharged and will cease to be of further effect as
to all Notes issued hereunder, when:

          (1) either:

               (a) all Notes that have been authenticated (except lost, stolen
          or destroyed Notes that have been replaced or paid and Notes for whose
          payment money has theretofore been deposited in trust and thereafter
          repaid to the Company) have been delivered to the Trustee for
          cancellation; or

               (b) all Notes that have not been delivered to the Trustee for
          cancellation have become due and payable by reason of the making of a
          notice of redemption or otherwise or will become due and payable
          within one year and the Company or any Guarantor has irrevocably
          deposited or caused to be deposited with the Trustee as trust funds in
          trust solely for the benefit of the Holders, cash in U.S. dollars,
          non-callable Government Securities, or a combination thereof, in such
          amounts as will be sufficient without consideration of any
          reinvestment of interest, to pay and discharge the entire indebtedness
          on the Notes not delivered to the Trustee for cancellation for
          principal, premium and Liquidated Damages, if any, and accrued
          interest to the date of maturity or redemption;

          (2) no Default or Event of Default has occurred and is continuing on
     the date of such deposit or will occur as a result of such deposit and such
     deposit will not


<PAGE>
                                     -101-


     result in a breach or violation of, or constitute a default under, any
     other instrument to which the Company or any Guarantor is a party or by
     which the Company or any Guarantor is bound;

          (3) the Company or any Guarantor has paid or caused to be paid all
     sums payable by it under this Indenture; and

          (4) the Company has delivered irrevocable instructions to the Trustee
     under this Indenture to apply the deposited money toward the payment of the
     Notes at maturity or the redemption date, as the case may be.

In addition, the Company must deliver an Officers' Certificate and an Opinion of
Counsel to the Trustee stating that all conditions precedent to satisfaction and
discharge have been satisfied.

     Notwithstanding the satisfaction and discharge of this Indenture, if money
has been deposited with the Trustee pursuant to subclause (b) of clause (1) of
this Section, the provisions of Section 12.02 and Section 8.06 will survive. In
addition, nothing in this Section 12.01 will be deemed to discharge those
provisions of Section 7.07 hereof, that, by their terms, survive the
satisfaction and discharge of this Indenture.

     Section 12.02 Application of Trust Money.

     Subject to the provisions of Section 8.06, all money deposited with the
Trustee pursuant to Section 12.01 shall be held in trust and applied by it, in
accordance with the provisions of the Notes and this Indenture, to the payment,
either directly or through any Paying Agent (including the Company acting as its
own Paying Agent) as the Trustee may determine, to the Persons entitled thereto,
of the principal (and premium, if any) and interest for whose payment such money
has been deposited with the Trustee; but such money need not be segregated from
other funds except to the extent required by law.

     If the Trustee or Paying Agent is unable to apply any money or Government
Securities in accordance with Section 12.01 by reason of any legal proceeding or
by reason of any order or judgment of any court or governmental authority
enjoining, restraining or otherwise prohibiting such application, the Company's
and any Guarantor's obligations under this Indenture and the Notes shall be
revived and reinstated as though no deposit had occurred pursuant to Section
12.01; provided that if the Company has made any payment of principal of,
premium, if any, or interest on any Notes because of the reinstatement of its
obligations, the Company shall be subrogated to the rights of the Holders of
such Notes to receive such payment from the money or Government Securities held
by the Trustee or Paying Agent.




<PAGE>
                                     -102-


                                   ARTICLE 13.

                                  MISCELLANEOUS


     Section 13.01 Trust Indenture Act Controls.

     If any provision of this Indenture limits, qualifies or conflicts with the
duties imposed by TIA ss. 318(c), the imposed duties will control.

     Section 13.02 Notices.

     Any notice or communication by the Company, any Guarantor or the Trustee to
the other 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
other's address:

         If to the Company and/or any Guarantor:

         Metaldyne Corporation
         47603 Halyard Drive
         Plymouth, Michigan  48170
         Telecopier No.:  (734) 207-6627
         Attention:  Chief Financial Officer

         With a copy to:

         Cahill Gordon & Reindel
         80 Pine Street, 17th Floor
         New York, New York  10005
         Telecopier No.:  (212) 269-5420
         Attention:  Jonathan Schaffzin, Esq.

         If to the Trustee:

         [Trustee]
         [Street Address]
         [City, State Zip]
         Telecopier No.:  [                ]
         Attention:  [                             ]

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


<PAGE>
                                     -103-


     All notices and communications (other than those sent to Holders) will 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 will be mailed by first class mail,
certified or registered, return receipt requested, or by overnight air courier
guaranteeing next day delivery to its address shown on the register kept by the
Registrar. Any notice or communication will also be so mailed to any Person
described in TIA ss. 313(c), to the extent required by the TIA. Failure to mail
a notice or communication to a Holder or any defect in it will not affect its
sufficiency with respect to other Holders.

     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, it will mail a
copy to the Trustee and each Agent at the same time.

     Section 13.03 Communication by Holders of Notes with Other Holders of
Notes.

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

     Section 13.04 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:

          (1) an Officers' Certificate in form and substance reasonably
     satisfactory to the Trustee (which must include the statements set forth in
     Section 13.05 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

          (2) an Opinion of Counsel in form and substance reasonably
     satisfactory to the Trustee (which must include the statements set forth in
     Section 13.05 hereof) stating that, in the opinion of such counsel, all
     such conditions precedent and covenants have been satisfied.

     Section 13.05 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 ss. 314(a)(4)) must comply with the provisions of TIA ss. 314(e)
and must include:


<PAGE>
                                     -104-


          (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 or she has
     made such examination or investigation as is necessary to enable him or her
     to express an informed opinion as to whether or not such covenant or
     condition has been satisfied; and

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

     Section 13.06 Rules by Trustee and Agents.

     The Trustee may make reasonable rules for action by or at a meeting of
Holders. The Registrar or Paying Agent may make reasonable rules and set
reasonable requirements for its functions.

     Section 13.07 No Personal Liability of Directors, Officers, Employees and
                   Stockholders.

     No past, present or future director, officer, employee, incorporator or
stockholder of the Company or any Guarantor, as such, will have any liability
for any obligations of the Company or the Guarantors under the Notes, this
Indenture the Note Guarantees or for any claim based on, in respect of, or by
reason of, such obligations or their creation. Each Holder of 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. The waiver may not be effective
to waive liabilities under the federal securities laws.

     Section 13.08 Governing Law.

     THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO
CONSTRUE THIS INDENTURE, THE NOTES AND THE NOTE GUARANTEES WITHOUT GIVING EFFECT
TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION
OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

     Section 13.09 No Adverse Interpretation of Other Agreements.

     This Indenture may not be used to interpret any other indenture, loan or
debt agreement of the Company or its Subsidiaries or of any other Person. Any
such indenture, loan or debt agreement may not be used to interpret this
Indenture.


<PAGE>
                                     -105-


     Section 13.10 Successors.

     All agreements of the Company in this Indenture and the Notes will bind its
successors. All agreements of the Trustee in this Indenture will bind its
successors. All agreements of each Guarantor in this Indenture will bind its
successors, except as otherwise provided in Section 11.06.

     Section 13.11 Severability.

     In case any provision in this Indenture or in the Notes is invalid, illegal
or unenforceable, the validity, legality and enforceability of the remaining
provisions will not in any way be affected or impaired thereby.

     Section 13.12 Counterpart Originals.

     The parties may sign any number of copies of this Indenture. Each signed
copy will be an original, but all of them together represent the same agreement.

     Section 13.13 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 will in no way
modify or restrict any of the terms or provisions hereof.

                         [Signatures on following page]


<PAGE>
                                     -106-




                                   SIGNATURES


Dated as of ___________, 200__

                            METALDYNE CORPORATION


                            By:
                                 --------------------------------------------
                                   Name:
                                   Title:


                            EACH OF THE GUARANTORS LISTED ON SCHEDULE I HERETO:


                            By:
                                 --------------------------------------------
                                   Name:
                                   Title:


                            [                 ], as Trustee


                            By:
                                 --------------------------------------------
                                   Name:
                                   Title:



<PAGE>






                                   Schedule I

                             SCHEDULE OF GUARANTORS

The following schedule lists each Guarantor under the Indenture as of the date
of the Indenture:*

                              ER Acquisition Corp.
                              GMTI Holding Company
                         Halyard Aviation Services, Inc.
                             MASG Disposition, Inc.
                        MASX Energy Services Group, Inc.
                       Metaldyne Accura Tool & Mold, Inc.
                              Metaldyne Company LLC
                    Metaldyne DuPage Die Casting Corporation
                             Metaldyne Europe, Inc.
                        Metaldyne European Holdings Inc.
                  Metaldyne Lester Precision Die Casting, Inc.
                      Metaldyne Light Metals Company, Inc.
                 Metaldyne Machining and Assembly Company, Inc.
                  Metaldyne Precision Forming-Fort Wayne, Inc.
                            Metaldyne Services, Inc.
                 Metaldyne Sintered Components of Indiana, Inc.
                       Metaldyne Sintered Components, Inc.
                        Metaldyne Tubular Products, Inc.
                           Metaldyne U.S. Holding Co.
                         Precision Headed Products, Inc.
                               Punchcraft Company
                            Stahl International, Inc.
                               W.C. McCurdy & Co.
                             Windfall Products, Inc.
                        Windfall Specialty Powders, Inc.
                                   WIPCO, Inc.

----------

*    To be modified to reflect actual guarantors on date of original issuance of
     the Notes under the Company's Indenture, dated as of June 20, 2002, with
     The Bank of New York, as trustee, governing the Company's 11% Senior
     Subordinated Notes due 2012.


                                      I-1
<PAGE>





                                                                       EXHIBIT A


                                 [Face of Note]

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


                                                         CUSIP/CINS ____________

          10% [Series A] [Series B] Senior Subordinated Notes due 201__

No. _____                                                            $__________

                              METALDYNE CORPORATION

promises to pay to ___________________________________________________________

or registered assigns,

the principal sum of ___________________________________________________________

Dollars on [the tenth anniversary of the 15th day of the month in which the
Notes are originally issued]

Interest Payment Dates: [the 15th day of the month in which the Notes are
originally issued] and [the six-month anniversary of the 15th day of the month
in which the Notes are originally issued]

Record Dates: [the 1st day of the month in which the Notes are originally
issued] and [the six-month anniversary of the 1st day of the month in which the
Notes are originally issued]

Dated:  __________, 200__

                                METALDYNE CORPORATION


                                By:
                                       -----------------------------------------
                                       Name:
                                       Title:

This is one of the Notes referred to
in the within-mentioned Indenture:

[                 ],
   as Trustee


By:   _____________________________
           Authorized Signatory

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

                                      A-1
<PAGE>


                                 [Back of Note]

          10% [Series A] [Series B] Senior Subordinated Notes due 201__

[Insert the Global Note Legend, if applicable pursuant to the provisions of the
Indenture]

[Insert the Private Placement Legend, if applicable pursuant to the provisions
of the Indenture]

     Capitalized terms used herein have the meanings assigned to them in the
Indenture referred to below unless otherwise indicated.

          (1) INTEREST. Metaldyne Corporation, a Delaware corporation (the
     "Company"), promises to pay interest on the principal amount of this Note
     at 10% per annum from ________________, 200__ until maturity and shall pay
     the Liquidated Damages, if any, payable pursuant to Section 2(d) of the
     Registration Rights Agreement referred to below. The Company will pay
     interest and Liquidated Damages, if any, semi-annually in arrears on [the
     15th day of the month in which the Notes are originally issued] and [the
     six-month anniversary of the 15th day of the month in which the Notes are
     originally issued] of each year, or if any such day is not a Business Day,
     on the next succeeding Business Day (each, an "Interest Payment Date").
     Interest on the Notes will accrue from the most recent date to which
     interest has been paid or, if no interest has been paid, from the date of
     issuance; provided that if there is no existing Default in the payment of
     interest, and if this Note is authenticated between a record date referred
     to on the face hereof and the next succeeding Interest Payment Date,
     interest shall accrue from such next succeeding Interest Payment Date;
     provided, further, that the first Interest Payment Date shall be
     _______________, 200__. The Company will pay interest (including
     post-petition interest in any proceeding under any Bankruptcy Law) on
     overdue principal and premium, if any, from time to time on demand at a
     rate that is 1% per annum in excess of the rate then in effect; it will pay
     interest (including post-petition interest in any proceeding under any
     Bankruptcy Law) on overdue installments of interest and Liquidated Damages,
     if any, (without regard to any applicable grace periods) from time to time
     on demand at the same rate to the extent lawful. Interest will be computed
     on the basis of a 360-day year of twelve 30-day months.

          (2) METHOD OF PAYMENT. The Company will pay interest on the Notes
     (except defaulted interest) and Liquidated Damages, if any, to the Persons
     who are registered Holders of Notes at the close of business on the [the
     1st day of the month in which the Notes are originally issued] and [the
     six-month anniversary of the 1st day of the month in which the Notes are
     originally issued] next preceding the Interest Payment Date, even if such
     Notes are canceled after such record date and on or before such Interest
     Payment Date, except as provided in Section 2.12 of the Indenture with
     respect to defaulted interest. The Notes will be payable as to principal,
     premium and Liquidated Damages, if any, and interest at the office or
     agency of the Company


                                      A-2
<PAGE>


     maintained for such purpose within or without the City and State of New
     York, or, at the option of the Company, payment of interest and Liquidated
     Damages, if any, may be made by check mailed to the Holders at their
     addresses set forth in the register of Holders; provided that payment by
     wire transfer of immediately available funds will be required with respect
     to principal of and interest, premium and Liquidated Damages, if any, on,
     all Global Notes and all other Notes the Holders of which will have
     provided wire transfer instructions to the Company or the Paying Agent.
     Such payment will be in such coin or currency of the United States of
     America as at the time of payment is legal tender for payment of public and
     private debts.

          (3) PAYING AGENT AND REGISTRAR. Initially, [ ], the Trustee under the
     Indenture, will act as Paying Agent and Registrar. The Company may change
     any Paying Agent or Registrar without notice to any Holder. The Company or
     any of its Subsidiaries may act in any such capacity.

          (4) INDENTURE. The Company issued the Notes under an Indenture dated
     as of ___________, 200__ (the "Indenture") among the Company, the
     Guarantors 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, as amended (15 U.S. Code ss.ss. 77aaa-77bbbb).
     The Notes are subject to all such terms, and Holders are referred to the
     Indenture and such Act for a statement of such terms. To the extent any
     provision of this Note conflicts with the express provisions of the
     Indenture, the provisions of the Indenture shall govern and be controlling.
     The Notes are unsecured obligations of the Company limited to $31,746,000
     in aggregate principal amount, plus amounts, if any, issued to pay
     Liquidated Damages on outstanding Notes as set forth in Paragraph 2 hereof.

          (5) OPTIONAL REDEMPTION.

          (a) Except as set forth in subparagraph (b) of this Paragraph 5, the
     Company will not have the option to redeem the Notes prior to [the fifth
     anniversary of the 15th day of the month in which the Notes are originally
     issued]. Thereafter, the Company will have the option to redeem the Notes,
     in whole or in part, upon not less than 30 nor more than 60 days' notice,
     at the redemption prices (expressed as percentages of principal amount) set
     forth below plus accrued and unpaid interest and Liquidated Damages, if
     any, thereon to the applicable redemption date, if redeemed during the
     twelve-month period beginning on [the 15th day of the month in which the
     Notes are originally issued] of the years indicated below:


                                      A-3
<PAGE>


        Year                                                         Percentage

        [the fifth anniversary of the year in which the Notes are
        originally issued] .......................................     105.000%
        [the sixth anniversary of the year in which the Notes are
        originally issued] .......................................     103.333%
        [the seventh anniversary of the year in which the Notes are
        originally issued] .......................................     101.667%
        [the eighth anniversary of the year in which the Notes are
        originally issued] .......................................     100.000%

          (b) Notwithstanding the provisions of subparagraph (a) of this
     Paragraph 5, at any time prior to [the fifth anniversary of the 15th day of
     the month in which the Notes are originally issued], the Company may on one
     or more occasions redeem up to 35% of the aggregate principal amount of
     Notes issued under the Indenture at a redemption price equal to 110% of the
     aggregate principal amount, plus accrued and unpaid interest and Liquidated
     Damages, if any to the redemption date, with the net cash proceeds of one
     or more Equity Offerings; provided that (1) at least 65% in aggregate
     principal amount of the Notes issued under the Indenture remains
     outstanding immediately after the occurrence of such redemption and that
     such redemption (excluding Notes held by the Company and its Subsidiaries);
     and (2) the redemption occurs within 120 days of the date of the closing of
     such Equity Offering.

          (6) MANDATORY REDEMPTION. The Company will not be required to make
     mandatory redemption or sinking fund payments with respect to the Notes.

          (7) REPURCHASE AT OPTION OF HOLDER.

          (a) If there is a Change of Control, the Company will be required to
     make an offer (a "Change of Control Offer") to repurchase all or any part
     (equal to $1,000 or an integral multiple thereof) of each Holder's Notes at
     a purchase price equal to 101% of the aggregate principal amount thereof
     plus accrued and unpaid interest and Liquidated Damages thereon, if any, to
     the date of purchase (the "Change of Control Payment"). Within 15 days
     following any Change of Control, the Company will mail a notice to each
     Holder setting forth the procedures governing the Change of Control Offer
     as required by the Indenture.

          (b) If the Company or a Subsidiary consummates any Asset Sales, within
     five days of each date on which the aggregate amount of Excess Proceeds
     exceeds $25.0 million, the Company will commence an offer to all Holders of
     Notes and all holders of other Indebtedness that is pari passu with the
     Notes containing provisions similar to those set forth in the Indenture
     with respect to offers to purchase or redeem with the proceeds of sales of
     assets (an "Asset Sale Offer") pursuant to Section 3.09 of the Indenture to
     purchase the maximum principal amount of Notes and other pari passu
     Indebtedness that may be purchased out of the Excess Proceeds at an offer
     price


                                      A-4
<PAGE>


     in cash in an amount equal to 100% of the principal amount thereof plus
     accrued and unpaid interest and Liquidated Damages thereon, if any, to the
     date fixed for the closing of such offer, in accordance with the procedures
     set forth in the Indenture. To the extent that the aggregate amount of
     Notes and other pari passu Indebtedness tendered pursuant to an Asset Sale
     Offer is less than the Excess Proceeds, the Company (or such Subsidiary)
     may use such deficiency for any purpose not otherwise prohibited by the
     Indenture. If the aggregate principal amount of Notes and other pari passu
     Indebtedness surrendered by holders thereof exceeds the amount of Excess
     Proceeds, the Trustee shall select the Notes and other pari passu
     Indebtedness to be purchased on a pro rata basis. Holders of Notes that are
     the subject of an offer to purchase will receive an Asset Sale Offer from
     the Company prior to any related purchase date and may elect to have such
     Notes purchased by completing the form entitled "Option of Holder to Elect
     Purchase" on the reverse of the Notes.

          (8) 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
     whose Notes are to be redeemed at its registered address. Notes in
     denominations larger than $1,000 may be redeemed in part but only in whole
     multiples of $1,000, unless all of the Notes held by a Holder are to be
     redeemed. On and after the redemption date interest ceases to accrue on
     Notes or portions thereof called for redemption.

          (9) 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, among other things, to furnish appropriate endorsements and
     transfer documents and the Company may require a Holder to pay any taxes
     and fees required by law or permitted by the Indenture. The Company need
     not exchange or register the transfer of any Note or portion of a Note
     selected for redemption, except for the unredeemed portion of any Note
     being redeemed in part. Also, the Company need not exchange or register the
     transfer of any Notes for a period of 15 days before a selection of Notes
     to be redeemed or during the period between a record date and the
     corresponding Interest Payment Date.

          (10) PERSONS DEEMED OWNERS. The registered Holder of a Note may be
     treated as its owner for all purposes.

          (11) AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions,
     the Indenture, the Note Guarantees or the Notes may be amended or
     supplemented with the consent of the Holders of at least a majority in
     principal amount of the then outstanding Notes, voting as a single class,
     and any existing default or compliance with any provision of the Indenture,
     the Note Guarantees or the Notes may be waived with the consent of the
     Holders of a majority in principal amount of the then outstanding Notes,
     voting as a single class. Without the consent of any Holder of a Note, the
     Indenture, the Note Guarantees or the Notes may be amended or supple-


                                      A-5
<PAGE>


     mented to cure any ambiguity, defect or inconsistency, to provide for
     uncertificated Notes in addition to or in place of certificated Notes, to
     provide for the assumption of the Company's or any Guarantor's obligations
     to Holders of the Notes in case of a merger or consolidation, 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, to comply with the requirements of the SEC in
     order to effect or maintain the qualification of the Indenture under the
     Trust Indenture Act or to allow any Guarantor to execute a supplemental
     indenture to the Indenture and/or a Note Guarantee with respect to the
     Notes.

          (12) DEFAULTS AND REMEDIES. Events of Default and Remedies include
     those as set forth in Article 6 of the Indenture.

          (13) SUBORDINATION. Payment of principal, interest and premium and
     Liquidated Damages, if any, on the Notes is subordinated to the prior
     payment of Senior Debt on the terms provided in the Indenture.

          (14) TRUSTEE DEALINGS WITH COMPANY. The Trustee, 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 the Trustee.

          (15) NO RECOURSE AGAINST OTHERS. A director, officer, employee,
     incorporator or stockholder, of the Company or any of the Guarantors, as
     such, will not have any liability for any obligations of the Company or
     such Guarantor under the Notes, the Note Guarantees or the Indenture or for
     any claim based on, in respect of, or by reason of, such obligations or
     their creation. Each Holder by accepting a Note waives and releases all
     such liability. The waiver and release are part of the consideration for
     the issuance of the Notes.

          (16) AUTHENTICATION. This Note will not be valid until authenticated
     by the manual signature of the Trustee or an authenticating agent.

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

          (18) ADDITIONAL RIGHTS OF HOLDERS OF RESTRICTED DEFINITIVE NOTES. In
     addition to the rights provided to Holders of Notes under the Indenture,
     Holders of Restricted Definitive Notes will have all the rights set forth
     in the Registration Rights Agreement dated as of ___________, 200__, among
     the Company, the Guarantors and the Initial Holder[s] (the "Registration
     Rights Agreement").


                                      A-6
<PAGE>


          (19) CUSIP NUMBERS. Pursuant to a recommendation promulgated by the
     Committee on Uniform Security Identification Procedures, the Company has
     caused CUSIP numbers to be printed on the Notes and the Trustee may use
     CUSIP numbers in notices of redemption as a convenience to Holders. No
     representation is made as to the accuracy of such numbers either as printed
     on the Notes or as contained in any notice of redemption and reliance may
     be placed only on the other identification numbers placed thereon.

          (20) GOVERNING LAW. The internal law of the State of New York will
     govern and be used to construe the Notes without giving effect to
     applicable principles of conflicts of law to the extent that the
     application of the laws of another jurisdiction would be required thereby.

     The Company will furnish to any Holder upon written request and without
charge a copy of the Indenture and/or the Registration Rights Agreement.
Requests may be made to:

     Metaldyne Corporation
     47603 Halyard Drive
     Plymouth, Michigan  48170
     Attention:  Chief Financial Officer



                                      A-7
<PAGE>


                                 ASSIGNMENT FORM


         To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to:___________________________________
                                              (Insert assignee's legal name)

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

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

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

and irrevocably appoint ________________________________________________________
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*:  _________________________

* Participant in a recognized Signature Guarantee Medallion Program (or other
signature guarantor acceptable to the Trustee).


                                      A-8
<PAGE>




                                       A-9
                       OPTION OF HOLDER TO ELECT PURCHASE


     If you want to elect to have this Note purchased by the Company pursuant to
Section 4.10 or 4.14 of the Indenture, check the appropriate box below:

              / / Section 4.10                  / / Section 4.14

     If you want to elect to have only part of the Note purchased by the Company
pursuant to Section 4.10 or Section 4.14 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)



                                  Tax Identification No.:  _____________________

Signature Guarantee*:  _________________________

* Participant in a recognized Signature Guarantee Medallion Program (or other
signature guarantor acceptable to the Trustee).



                                      A-9
<PAGE>





             SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE*


     The following exchanges of a part of this Global Note for an interest in
another Global Note or for a Definitive Note, or exchanges of a part of another
Global Note or Definitive Note for an interest in this Global Note, have been
made:


<TABLE>
<CAPTION>

                                                                           Principal Amount
                           Amount of decrease    Amount of increase in    of this Global Note     Signature of
                           in Principal Amount      Principal Amount        following such      authorized officer
                                   of                      of                  decrease           of Trustee or
Date of Exchange            this Global Note        this Global Note         (or increase)          Custodian
----------------           -------------------   ---------------------    -------------------   ------------------
<S>                        <C>                   <C>                      <C>                    <C>







</TABLE>




* This schedule should be included only if the Note is issued in global form.


                                      A-10
<PAGE>



                                                                       EXHIBIT B


                         FORM OF CERTIFICATE OF TRANSFER


Metaldyne Corporation
47603 Halyard Drive
Plymouth, Michigan  48170

[Trustee]
[Street Address]
[City, State Zip]

                   Re: 10% Senior Subordinated Notes due 201


     Reference is hereby made to the Indenture, dated as of _____________, 200__
(the "Indenture"), among Metaldyne Corporation, as issuer (the "Company"), the
Guarantors named on the signature pages thereto and [ ], as trustee. Capitalized
terms used but not defined herein shall have the meanings given to them in the
Indenture.

     ___________________ (the "Transferor") owns and proposes to transfer the
Note[s] or interest in such Note[s] specified in Annex A hereto, in the
principal amount of $___________ in such Note[s] or interests (the "Transfer"),
to ________________________ (the "Transferee"), as further specified in Annex A
hereto. In connection with the Transfer, the Transferor hereby certifies that:

                             [CHECK ALL THAT APPLY]


     1. / / Check if Transferee will take delivery of a Definitive Note pursuant
to Rule 144A. The Transfer is being effected pursuant to and in accordance with
Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"),
and, accordingly, the Transferor hereby further certifies that the Definitive
Note is being transferred to a Person that the Transferor reasonably believed
and believes is purchasing the Definitive Note for its own account, or for one
or more accounts with respect to which such Person exercises sole investment
discretion, and such Person and each such account is a "qualified institutional
buyer" within the meaning of Rule 144A in a transaction meeting the requirements
of Rule 144A and such Transfer is in compliance with any applicable blue sky
securities laws of any state of the United States. Upon consummation of the
proposed Transfer in accordance with the terms of the Indenture, the transferred
Definitive Note will be subject to the restrictions on transfer enumerated in
the Private Placement Legend printed on the Definitive Note and in the Indenture
and the Securities Act.


                                      B-1
<PAGE>


     2. / / Check if Transferee will take delivery of a Definitive Note pursuant
to Regulation S. The Transfer is being effected pursuant to and in accordance
with Rule 903 or Rule 904 under the Securities Act and, accordingly, the
Transferor hereby further certifies that (i) the Transfer is not being made to a
Person in the United States and (x) at the time the buy order was originated,
the Transferee was outside the United States or such Transferor and any Person
acting on its behalf reasonably believed and believes that the Transferee was
outside the United States or (y) the transaction was executed in, on or through
the facilities of a designated offshore securities market and neither such
Transferor nor any Person acting on its behalf knows that the transaction was
prearranged with a buyer in the United States, (ii) no directed selling efforts
have been made in contravention of the requirements of Rule 903(b) or Rule
904(b) of Regulation S under the Securities Act and (iii) the transaction is not
part of a plan or scheme to evade the registration requirements of the
Securities Act. Upon consummation of the proposed transfer in accordance with
the terms of the Indenture, the transferred Definitive Note will be subject to
the restrictions on Transfer enumerated in the Private Placement Legend printed
on the Definitive Note and in the Indenture and the Securities Act.

     3. / / Check and complete if Transferee will take delivery of a Restricted
Definitive Note pursuant to any provision of the Securities Act other than Rule
144A or Regulation S. The Transfer is being effected in compliance with the
transfer restrictions applicable to Restricted Definitive Notes and pursuant to
and in accordance with the Securities Act and any applicable blue sky securities
laws of any state of the United States, and accordingly the Transferor hereby
further certifies that (check one):

          (a) / / such Transfer is being effected pursuant to and in accordance
     with Rule 144 under the Securities Act;

                                       or

          (b) / / such Transfer is being effected to the Company or a subsidiary
     thereof;

                                       or

          (c) / / such Transfer is being effected pursuant to an effective
     registration statement under the Securities Act and in compliance with the
     prospectus delivery requirements of the Securities Act;

                                       or

          (d) / / such Transfer is being effected to an Institutional Accredited
     Investor and pursuant to an exemption from the registration requirements of
     the Securities Act other than Rule 144A, Rule 144 or Rule 904, and the
     Transferor hereby further certifies that it has not engaged in any general
     solicitation within the meaning of


                                      B-2
<PAGE>


     Regulation D under the Securities Act and the Transfer complies with the
     transfer restrictions applicable to Restricted Definitive Notes and the
     requirements of the exemption claimed, which certification is supported by
     (1) a certificate executed by the Transferee in the form of Exhibit D to
     the Indenture and (2) if such Transfer is in respect of a principal amount
     of Notes at the time of transfer of less than $250,000, an Opinion of
     Counsel provided by the Transferor or the Transferee (a copy of which the
     Transferor has attached to this certification), to the effect that such
     Transfer is in compliance with the Securities Act. Upon consummation of the
     proposed transfer in accordance with the terms of the Indenture, the
     transferred Definitive Note will be subject to the restrictions on transfer
     enumerated in the Private Placement Legend printed on the Definitive Notes
     and in the Indenture and the Securities Act.

     4. / / Check if Transferee will take delivery of a beneficial interest in a
Global Note or of an Unrestricted Definitive Note.

     (a) / / Check if Transfer is pursuant to Rule 144. (i) The Transfer is
being effected pursuant to and in accordance with Rule 144 under the Securities
Act and in compliance with the transfer restrictions contained in the Indenture
and any applicable blue sky securities laws of any state of the United States
and (ii) the restrictions on transfer contained in the Indenture and the Private
Placement Legend are not required in order to maintain compliance with the
Securities Act. Upon consummation of the proposed Transfer in accordance with
the terms of the Indenture, the transferred beneficial interest or Definitive
Note will no longer be subject to the restrictions on transfer enumerated in the
Private Placement Legend printed on the Restricted Definitive Notes and in the
Indenture.

     (b) / / Check if Transfer is Pursuant to Regulation S. (i) The Transfer is
being effected pursuant to and in accordance with Rule 903 or Rule 904 under the
Securities Act and in compliance with the transfer restrictions contained in the
Indenture and any applicable blue sky securities laws of any state of the United
States and (ii) the restrictions on transfer contained in the Indenture and the
Private Placement Legend are not required in order to maintain compliance with
the Securities Act. Upon consummation of the proposed Transfer in accordance
with the terms of the Indenture, the transferred Definitive Note will no longer
be subject to the restrictions on transfer enumerated in the Private Placement
Legend printed on the Restricted Definitive Notes and in the Indenture.

     (c) / / Check if Transfer is Pursuant to Other Exemption. (i) The Transfer
is being effected pursuant to and in compliance with an exemption from the
registration requirements of the Securities Act other than Rule 144, Rule 903 or
Rule 904 and in compliance with the transfer restrictions contained in the
Indenture and any applicable blue sky securities laws of any State of the United
States and (ii) the restrictions on transfer contained in the Indenture and the
Private Placement Legend are not required in order to maintain compliance with
the Securities Act. Upon consummation of the proposed Transfer in accordance
with the terms of the Indenture, the transferred beneficial interest or
Definitive Note will not be subject


                                      B-3
<PAGE>


to the restrictions on transfer enumerated in the Private Placement Legend
printed on the Restricted Definitive Notes and in the Indenture.

     This certificate and the statements contained herein are made for your
benefit and the benefit of the Company.


                               _________________________________
                               [Insert Name of Transferor]

                               By:    _____________________________
                                      Name:
                                      Title:


Dated:  _______________________


                                      B-4

<PAGE>



                       ANNEX A TO CERTIFICATE OF TRANSFER


     1. The Transferor owns and proposes to transfer a Restricted Definitive
Note.

     2. After the Transfer the Transferee will hold:

                                   [CHECK ONE]

               (a) / / a beneficial interest in the Global Note (CUSIP
          _________); or

               (b) / / a Restricted Definitive Note; or

               (c) / / an Unrestricted Definitive Note,

     in accordance with the terms of the Indenture.



                                      B-5
<PAGE>



                                                                       EXHIBIT C



                         FORM OF CERTIFICATE OF EXCHANGE


Metaldyne Corporation
47603 Halyard Drive
Plymouth, Michigan 48170

[Trustee]
[Street Address]
[City, State Zip]

                   Re: 10% Senior Subordinated Notes due 201

                              (CUSIP ____________)


     Reference is hereby made to the Indenture, dated as of ___________, 200__
(the "Indenture"), among Metaldyne Corporation, as issuer (the "Company"), the
Guarantors named on the signature pages thereto and [ ], as trustee. Capitalized
terms used but not defined herein shall have the meanings given to them in the
Indenture.

     __________________________ (the "Owner"), owns and proposes to exchange the
Note[s] or interest in such Note[s] specified herein, in the principal amount of
$____________ in such Note[s] or interests (the "Exchange"). In connection with
the Exchange, the Owner hereby certifies that:

     Exchange of Restricted Definitive Notes for Unrestricted Definitive Notes
or Beneficial Interests in a Global Note.

     (1) / / Check if Exchange is from Restricted Definitive Note to beneficial
interest in a Global Note. In connection with the Owner's Exchange of a
Restricted Definitive Note for a beneficial interest in an Unrestricted Global
Note, the Owner hereby certifies (i) the beneficial interest is being acquired
for the Owner's own account without transfer, (ii) such Exchange has been
effected in compliance with the transfer restrictions applicable to Restricted
Definitive Notes and pursuant to and in accordance with the Securities Act,
(iii) the restrictions on transfer contained in the Indenture and the Private
Placement Legend are not required in order to maintain compliance with the
Securities Act and (iv) the beneficial interest is being acquired in compliance
with any applicable blue sky securities laws of any state of the United States.

     (2) / / Check if Exchange is from Restricted Definitive Note to
Unrestricted Definitive Note. In connection with the Owner's Exchange of a
Restricted Definitive Note for

                                      C-1
<PAGE>


an Unrestricted Definitive Note, the Owner hereby certifies (i) the Unrestricted
Definitive Note is being acquired for the Owner's own account without transfer,
(ii) such Exchange has been effected in compliance with the transfer
restrictions applicable to Restricted Definitive Notes and pursuant to and in
accordance with the Securities Act, (iii) the restrictions on transfer contained
in the Indenture and the Private Placement Legend are not required in order to
maintain compliance with the Securities Act and (iv) the Unrestricted Definitive
Note is being acquired in compliance with any applicable blue sky securities
laws of any state of the United States.

     This certificate and the statements contained herein are made for your
benefit and the benefit of the Company.

                            _____________________________________
                            [Insert Name of Transferor]


                            By:      ________________________________
                                     Name:
                                     Title:

Dated:  ______________________


                                      C-2
<PAGE>





                                                                       EXHIBIT D



                            FORM OF CERTIFICATE FROM
                   ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR


Metaldyne Corporation
47603 Halyard Drive
Plymouth, Michigan 48170

[Trustee]
[Street Address]
[City, State Zip]

                   Re: 10% Senior Subordinated Notes due 201


     Reference is hereby made to the Indenture, dated as of ___________, 200__
(the "Indenture"), among Metaldyne Corporation, as issuer (the "Company"), the
guarantors named on the signature pages thereto and [ ], as trustee. Capitalized
terms used but not defined herein shall have the meanings given to them in the
Indenture.

     In connection with our proposed purchase of $____________ aggregate
principal amount of a Restricted Definitive Note, we confirm that:

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

     2. We understand that the offer and sale of the Notes have not been
registered under the Securities Act, and that the Notes and any interest therein
may not be offered or sold except as permitted in the following sentence. We
agree, on our own behalf and on behalf of any accounts for which we are acting
as hereinafter stated, that if we should sell the Notes or any interest therein,
we will do so only (A) to the Company or any subsidiary thereof, (B) in
accordance with Rule 144A under the Securities Act to a "qualified institutional
buyer" (as defined therein), (C) to an institutional "accredited investor" (as
defined below) that, prior to such transfer, furnishes (or has furnished on its
behalf by a U.S. broker-dealer) to you and to the Company a signed letter
substantially in the form of this letter and , if such transfer is in respect of
a principal amount of Notes, at the time of transfer of less than $250,000, an
Opinion of Counsel in form reasonably acceptable to the Company to the effect
that such transfer is in compliance with the Securities Act, (D) outside the
United States in accordance with Rule 904 of Regulation S under the Securities
Act, (E) pursuant to the provisions of Rule 144(k)


                                      D-1
<PAGE>


under the Securities Act or (F) pursuant to an effective registration statement
under the Securities Act, and we further agree to provide to any Person
purchasing the Restricted Definitive Note from us in a transaction meeting the
requirements of clauses (A) through (E) of this paragraph a notice advising such
purchaser that resales thereof are restricted as stated herein.

     3. We understand that, on any proposed resale of the Notes or any interest
therein, we will be required to furnish to you and the Company such
certifications, legal opinions and other information as you and the Company may
reasonably require to confirm that the proposed sale complies with the foregoing
restrictions. We further understand that the Notes purchased by us will bear a
legend to the foregoing effect.

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

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

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


                                  ___________________________________
                                  [Insert Name of Accredited Investor]


                                  By:      _______________________________
                                           Name:
                                           Title:
Dated:  _______________________



                                      D-2
<PAGE>


                                                                       EXHIBIT E



                          FORM OF NOTATION OF GUARANTEE


     For value received, each Guarantor (which term includes any successor
Person under the Indenture) has, jointly and severally, unconditionally
guaranteed, to the extent set forth in the Indenture and subject to the
provisions in the Indenture dated as of ___________, 200__ (the "Indenture")
among Metaldyne Corporation (the "Company"), the Guarantors listed on Schedule I
thereto and [ ], as trustee (the "Trustee"), (a) the due and punctual payment of
the principal of, premium and Liquidated Damages, if any, and interest on the
Notes (as defined in the Indenture), whether at maturity, by acceleration,
redemption or otherwise, the due and punctual payment of interest on overdue
principal of and interest on the Notes, if any, if lawful, and the due and
punctual performance of all other obligations of the Company to the Holders or
the Trustee all in accordance with the terms of the Indenture and (b) in case of
any extension of time of payment or renewal of any Notes or any of such other
obligations, that the same will be promptly paid in full when due or performed
in accordance with the terms of the extension or renewal, whether at stated
maturity, by acceleration or otherwise. The obligations of the Guarantors to the
Holders of Notes and to the Trustee pursuant to the Note Guarantee and the
Indenture are expressly set forth in Article 11 of the Indenture and reference
is hereby made to the Indenture for the precise terms of the Note Guarantee.
Each Holder of a Note, by accepting the same, (a) agrees to and shall be bound
by such provisions, (b) authorizes and directs the Trustee, on behalf of such
Holder, to take such action as may be necessary or appropriate to effectuate the
subordination as provided in the Indenture and (c) appoints the Trustee
attorney-in-fact of such Holder for such purpose; provided, however, that the
Indebtedness evidenced by this Note Guarantee shall cease to be so subordinated
and subject in right of payment upon any defeasance of this Note in accordance
with the provisions of the Indenture.

                                   EACH OF THE GUARANTORS
                                   LISTED ON SCHEDULE I HERETO:


                                   By:      _________________________________
                                            Name:
                                            Title:


                                      E-1
<PAGE>





                                   Schedule I


                           [List existing Guarantors]



                                       E-2
<PAGE>





                                                                       EXHIBIT F



                         [FORM OF SUPPLEMENTAL INDENTURE
                    TO BE DELIVERED BY SUBSEQUENT GUARANTORS]


     SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of
________________, 200__, among __________________ (the "Guaranteeing
Subsidiary"), a subsidiary of Metaldyne Corporation (or its permitted
successor), a Delaware corporation (the "Company"), the Company, the other
Guarantors (as defined in the Indenture referred to herein) and [ ], as trustee
under the Indenture referred to below (the "Trustee").

                               W I T N E S S E T H


     WHEREAS, the Company has heretofore executed and delivered to the Trustee
an Indenture (the "Indenture"), dated as of ________________, 200__ providing
for the issuance of an aggregate principal amount of up to $31,746,000 of 10%
Senior Subordinated Notes due 201__ (the "Notes");

     WHEREAS, the Indenture provides that under certain circumstances the
Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental
indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally
guarantee all of the Company's Obligations under the Notes and the Indenture on
the terms and conditions set forth herein (the "Note Guarantee"); and

     WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is
authorized to execute and deliver this Supplemental Indenture.

     NOW THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the
Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the
equal and ratable benefit of the Holders of the Notes as follows:

     1. CAPITALIZED TERMS. Capitalized terms used herein without definition
shall have the meanings assigned to them in the Indenture.

     2. AGREEMENT TO GUARANTEE. The Guaranteeing Subsidiary hereby agrees as
follows:

          (a) Along with all Guarantors named in the Indenture, to jointly and
     severally Guarantee to each Holder of a Note authenticated and delivered by
     the Trustee and to the Trustee and its successors and assigns, the Notes or
     the obligations of the Company hereunder or thereunder, that:


                                      F-1
<PAGE>


               (i) the principal of, and premium and Liquidated Damages, if any,
          and interest on the Notes will be promptly paid in full when due,
          whether at maturity, by acceleration, redemption or otherwise, and
          interest on the overdue principal of and interest on the Notes, if
          any, if lawful, and all other obligations of the Company to the
          Holders or the Trustee hereunder or thereunder will be promptly paid
          in full or performed, all in accordance with the terms hereof and
          thereof; and

               (ii) in case of any extension of time of payment or renewal of
          any Notes or any of such other obligations, that same will be promptly
          paid in full when due or performed in accordance with the terms of the
          extension or renewal, whether at stated maturity, by acceleration or
          otherwise. Failing payment when due of any amount so guaranteed or any
          performance so guaranteed for whatever reason, the Guarantors shall be
          jointly and severally obligated to pay the same immediately.

          (b) The obligations hereunder shall be unconditional, irrespective of
     the validity, regularity or enforceability of the Notes or the Indenture,
     the absence of any action to enforce the same, any waiver or consent by any
     Holder of the Notes with respect to any provisions hereof or thereof, the
     recovery of any judgment against the Company, any action to enforce the
     same or any other circumstance which might otherwise constitute a legal or
     equitable discharge or defense of a Guarantor.

          (c) The following is hereby waived: diligence, presentment, demand of
     payment, filing of claims with a court in the event of insolvency or
     bankruptcy of the Company, any right to require a proceeding first against
     the Company, protest, notice and all demands whatsoever.

          (d) This Note Guarantee shall not be discharged except by complete
     performance of the obligations contained in the Notes and the Indenture,
     and the Guaranteeing Subsidiary accepts all obligations of a Guarantor
     under the Indenture.

          (e) If any Holder or the Trustee is required by any court or otherwise
     to return to the Company, the Guarantors, or any custodian, trustee,
     liquidator or other similar official acting in relation to either the
     Company or the Guarantors, any amount paid by either to the Trustee or such
     Holder, this Note Guarantee, to the extent theretofore discharged, shall be
     reinstated in full force and effect.

          (f) The Guaranteeing Subsidiary shall not be entitled to any right of
     subrogation in relation to the Holders in respect of any obligations
     guaranteed hereby until payment in full of all obligations guaranteed
     hereby.


                                      F-2
<PAGE>


          (g) As between the Guarantors, on the one hand, and the Holders and
     the Trustee, on the other hand, (x) the maturity of the obligations
     guaranteed hereby may be accelerated as provided in Article 6 of the
     Indenture for the purposes of this Note Guarantee, notwithstanding any
     stay, injunction or other prohibition preventing such acceleration in
     respect of the obligations guaranteed hereby, and (y) in the event of any
     declaration of acceleration of such obligations as provided in Article 6 of
     the Indenture, such obligations (whether or not due and payable) shall
     forthwith become due and payable by the Guarantors for the purpose of this
     Note Guarantee.

          (h) The Guarantors shall have the right to seek contribution from any
     non-paying Guarantor so long as the exercise of such right does not impair
     the rights of the Holders under the Note Guarantee.

          (i) Pursuant to Section 10.02 of the Indenture, after giving effect to
     any maximum amount and all other contingent and fixed liabilities that are
     relevant under any applicable Bankruptcy or fraudulent conveyance laws, and
     after giving effect to any collections from, rights to receive contribution
     from or payments made by or on behalf of any other Guarantor in respect of
     the obligations of such other Guarantor under Article 10 of the Indenture,
     this new Note Guarantee shall be limited to the maximum amount permissible
     such that the obligations of such Guarantor under this Note Guarantee will
     not constitute a fraudulent transfer or conveyance.

     3. EXECUTION AND DELIVERY. Each Guaranteeing Subsidiary agrees that the
Note Guarantees shall remain in full force and effect notwithstanding any
failure to endorse on each Note a notation of such Note Guarantee.

     4. GUARANTEEING SUBSIDIARY mAY CONSOLIDATE, eTC. ON CERTAIN TERMS.

          (a) The Guaranteeing Subsidiary may not sell or otherwise dispose of
     all substantially all of its assets to, or consolidate with or merge with
     or into (whether or not such Guarantor is the surviving Person) another
     Person, other than the Company or another Guarantor unless:

               (i) immediately after giving effect to such transaction, no
          Default or Event of Default exists; and

               (ii) either (A) subject to Sections 11.05 and 11.06 of the
          Indenture, the Person acquiring the property in any such sale or
          disposition or the Person formed by or surviving any such
          consolidation or merger unconditionally assumes all the obligations of
          that Guarantor, pursuant to a supplemental indenture in form and
          substance reasonably satisfactory to the Trustee, under the Notes, the
          Indenture and the Note Guarantee on the terms set forth herein or
          therein; or (B) the Net Proceeds of such sale or other disposition are
          applied in


                                      F-3
<PAGE>


          accordance with the applicable provisions of the Indenture, including
          without limitation, Section 4.10 thereof.

          (b) In case of any such consolidation, merger, sale or conveyance and
     upon the assumption by the successor Person, by supplemental indenture,
     executed and delivered to the Trustee and satisfactory in form to the
     Trustee, of the Note Guarantee endorsed upon the Notes and the due and
     punctual performance of all of the covenants and conditions of the
     Indenture to be performed by the Guarantor, such successor Person shall
     succeed to and be substituted for the Guarantor with the same effect as if
     it had been named herein as a Guarantor. Such successor Person thereupon
     may cause to be signed any or all of the Note Guarantees to be endorsed
     upon all of the Notes issuable under the Indenture which theretofore shall
     not have been signed by the Company and delivered to the Trustee. All the
     Note Guarantees so issued shall in all respects have the same legal rank
     and benefit under the Indenture as the Note Guarantees theretofore and
     thereafter issued in accordance with the terms of the Indenture as though
     all of such Note Guarantees had been issued at the date of the execution
     hereof.

          (c) Except as set forth in Articles 4 and 5 and Section 11.06 of the
     Indenture, and notwithstanding clauses (a) and (b) above, nothing contained
     in the Indenture or in any of the Notes shall prevent any consolidation or
     merger of a Guarantor with or into the Company or another Guarantor, or
     shall prevent any sale or conveyance of the property of a Guarantor as an
     entirety or substantially as an entirety to the Company or another
     Guarantor.

     5. RELEASES.

          (a) In the event of any sale or other disposition of all or
     substantially all of the assets of any Guarantor, by way of merger,
     consolidation or otherwise, or a sale or other disposition of all of the
     capital stock of any Guarantor, in each case to a Person that is not
     (either before or after giving effect to such transaction) a Restricted
     Subsidiary of the Company, then such Guarantor (in the event of a sale or
     other disposition, by way of merger, consolidation or otherwise, of all of
     the capital stock of such Guarantor) or the corporation acquiring the
     property (in the event of a sale or other disposition of all or
     substantially all of the assets of such Guarantor) will be released and
     relieved of any obligations under its Note Guarantee; provided that the Net
     Proceeds of such sale or other disposition are applied in accordance with
     the applicable provisions of the Indenture, including without limitation
     Section 4.10 of the Indenture. Upon delivery by the Company to the Trustee
     of an Officers' Certificate and an Opinion of Counsel to the effect that
     such sale or other disposition was made by the Company in accordance with
     the provisions of the Indenture, including without limitation Section 4.10
     of the Indenture, the Trustee shall execute any documents reasonably
     required in order to evidence the release of any Guarantor from its
     obligations under its Note Guarantee.


                                      F-4
<PAGE>


          (b) Any Guarantor not released from its obligations under its Note
     Guarantee shall remain liable for the full amount of principal of and
     interest on the Notes and for the other obligations of any Guarantor under
     the Indenture as provided in Article 11 of the Indenture.

     6. NO RECOURSE AGAINST OTHERS. No past, present or future director,
officer, employee, incorporator, stockholder or agent of the Guaranteeing
Subsidiary, as such, shall have any liability for any obligations of the Company
or any Guaranteeing Subsidiary under the Notes, any Note Guarantees, the
Indenture or this Supplemental Indenture 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.

     7. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL
GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE BUT WITHOUT GIVING
EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE
APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

     8. COUNTERPARTS. The parties may sign any number of copies of this
Supplemental Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement.

     9. EFFECT OF HEADINGS. The Section headings herein are for convenience only
and shall not affect the construction hereof.

     10. THE TRUSTEE. The Trustee shall not be responsible in any manner
whatsoever for or in respect of the validity or sufficiency of this Supplemental
Indenture or for or in respect of the recitals contained herein, all of which
recitals are made solely by the Guaranteeing Subsidiary and the Company.



                                      F-5
<PAGE>





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


Dated:  _______________, 20___
                                [GUARANTEEING SUBSIDIARY]

                                By:
                                         ---------------------------------------
                                         Name:
                                         Title:

                                Metaldyne Corporation

                                By:
                                         ---------------------------------------
                                         Name:
                                         Title:

                                EXISTING GUARANTORS LISTED ON SCHEDULE I HERETO:

                                By:
                                         ---------------------------------------
                                         Name:
                                         Title:

                                [                 ],
                                as Trustee

                                By:
                                         ---------------------------------------
                                         Authorized Signatory


                                      F-6
<PAGE>





                                   Schedule I


                           [List existing Guarantors]






                                      F-7