<PAGE>   1
                                                                     EXHIBIT 4.5

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


                             METAL MANAGEMENT, INC.
                                       AND
                           THE GUARANTORS NAMED HEREIN


                      12 3/4% SENIOR SECURED NOTES DUE 2004

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


                         AMENDED AND RESTATED INDENTURE


                            DATED AS OF JUNE 29, 2001


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


                            BNY MIDWEST TRUST COMPANY

                                     TRUSTEE

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






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<PAGE>   2

                              CROSS-REFERENCE TABLE


<TABLE>
<CAPTION>
Trust Indenture
Act Section                                                                                  Indenture Section
<S>                                                                                          <C>
  310(a)(1).............................................................................     7.10
     (a)(2).............................................................................     7.10
     (a)(3).............................................................................     N.A.
     (a)(4).............................................................................     N.A.
     (a)(5).............................................................................     7.10
     (b)................................................................................     7.10
     (c)................................................................................     N.A.
  311(a)................................................................................     7.11
     (b)................................................................................     7.11
     (c)................................................................................     N.A.
  312(a)................................................................................     2.05
     (b)................................................................................     13.03
     (c)................................................................................     13.03
  313(a)................................................................................     7.06
     (b)(1).............................................................................     N.A.
     (b)(2).............................................................................     7.07
     (c)................................................................................     7.06; 13.02
     (d)................................................................................     7.06
  314(a)................................................................................     4.03; 13.02
     (b)................................................................................     11.02
     (c)(1).............................................................................     13.04
     (c)(2).............................................................................     13.04
     (c)(3).............................................................................     N.A.
     (e)................................................................................     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
     (b)................................................................................     N.A.
     (c)................................................................................     13.01
</TABLE>

N.A. means not applicable.

*        This Cross-Reference Table is not part of the Indenture.


<PAGE>   3


                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
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<S>             <C>                                                         <C>
                                    ARTICLE 1

                   DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01.   DEFINITIONS...................................................1
SECTION 1.02.   OTHER DEFINITIONS............................................13
SECTION 1.03.   INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT............14
SECTION 1.04.   RULES OF CONSTRUCTION........................................14

                                    ARTICLE 2

                                    THE NOTES

SECTION 2.01.   FORM AND DATING..............................................15
SECTION 2.02.   EXECUTION AND AUTHENTICATION.................................16
SECTION 2.03.   REGISTRAR AND PAYING AGENT...................................16
SECTION 2.04.   PAYING AGENT TO HOLD MONEY IN TRUST..........................17
SECTION 2.05.   HOLDER LISTS.................................................17
SECTION 2.06.   TRANSFER AND EXCHANGE........................................17
SECTION 2.07.   REPLACEMENT NOTES............................................19
SECTION 2.08.   OUTSTANDING NOTES............................................20
SECTION 2.09.   TREASURY NOTES...............................................20
SECTION 2.10.   TEMPORARY NOTES..............................................20
SECTION 2.11.   CANCELLATION.................................................20
SECTION 2.12.   DEFAULTED INTEREST...........................................21
SECTION 2.13.   CUSIP NUMBERS................................................21

                                    ARTICLE 3

                            REDEMPTION AND PREPAYMENT

SECTION 3.01.   NOTICES TO TRUSTEE...........................................21
SECTION 3.02.   SELECTION OF NOTES TO BE REDEEMED............................21
SECTION 3.03.   NOTICE OF REDEMPTION.........................................22
SECTION 3.04.   EFFECT OF NOTICE OF REDEMPTION...............................22
SECTION 3.05.   DEPOSIT OF REDEMPTION PRICE..................................22
SECTION 3.06.   NOTES REDEEMED IN PART.......................................23
SECTION 3.07.   OPTIONAL REDEMPTION..........................................23
SECTION 3.08.   MANDATORY REDEMPTION.........................................23
SECTION 3.09.   OFFER TO PURCHASE BY APPLICATION OF AVAILABLE PROCEEDS
                    AMOUNT...................................................23

                                    ARTICLE 4

                                    COVENANTS

SECTION 4.01.   PAYMENT OF NOTES.............................................25
</TABLE>

                                      -i-
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<TABLE>
<CAPTION>
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<S>             <C>                                                         <C>
SECTION 4.02.   MAINTENANCE OF OFFICE OR AGENCY..............................25
SECTION 4.03.   REPORTS......................................................25
SECTION 4.04.   COMPLIANCE CERTIFICATE.......................................26
SECTION 4.05.   PAYMENT OF TAXES AND OTHER CLAIMS; MAINTENANCE OF
                    PROPERTIES; INSURANCE; BOOKS AND RECORDS.................26
SECTION 4.06.   STAY, EXTENSION AND USURY LAWS...............................27
SECTION 4.07.   RESTRICTED PAYMENTS..........................................27
SECTION 4.08.   DIVIDEND AND OTHER PAYMENT RESTRICTIONS AFFECTING
                    RESTRICTED SUBSIDIARIES..................................29
SECTION 4.09.   INCURRENCE OF INDEBTEDNESS AND ISSUANCE OF DISQUALIFIED
                    STOCK....................................................30
SECTION 4.10.   ASSET SALES..................................................32
SECTION 4.11.   TRANSACTIONS WITH AFFILIATES.................................34
SECTION 4.12.   LIENS........................................................34
SECTION 4.13.   BUSINESS ACTIVITIES..........................................35
SECTION 4.14.   CORPORATE EXISTENCE..........................................35
SECTION 4.15.   OFFER TO REPURCHASE UPON CHANGE OF CONTROL...................35
SECTION 4.16.   LIMITATION ON INCURRENCE OF PARI PASSU INDEBTEDNESS..........36
SECTION 4.17.   SALE AND LEASEBACK TRANSACTIONS..............................37
SECTION 4.18.   ADDITIONAL SUBSIDIARY GUARANTEES.............................38
SECTION 4.19.   LIMITATION ON ISSUANCES AND SALES OF CAPITAL STOCK OF
                    WHOLLY OWNED RESTRICTED SUBSIDIARIES.....................38
SECTION 4.20.   [RESERVED]...................................................38
SECTION 4.21.   IMPAIRMENT OF SECURITY INTEREST..............................38

                                    ARTICLE 5

                                   SUCCESSORS

SECTION 5.01.   MERGER, CONSOLIDATION, OR SALE OF ASSETS.....................39
SECTION 5.02.   SUCCESSOR CORPORATION SUBSTITUTED............................39

                                    ARTICLE 6

                              DEFAULTS AND REMEDIES

SECTION 6.01.   EVENTS OF DEFAULT............................................40
SECTION 6.02.   ACCELERATION.................................................41
SECTION 6.03.   OTHER REMEDIES...............................................42
SECTION 6.04.   WAIVER OF PAST DEFAULTS......................................42
SECTION 6.05.   CONTROL BY MAJORITY..........................................42
SECTION 6.06.   LIMITATION ON SUITS..........................................42
SECTION 6.07.   RIGHTS OF HOLDERS OF NOTES TO RECEIVE PAYMENT................43
SECTION 6.08.   COLLECTION SUIT BY TRUSTEE...................................43
SECTION 6.09.   TRUSTEE MAY FILE PROOFS OF CLAIM.............................43
SECTION 6.10.   PRIORITIES...................................................43
SECTION 6.11.   UNDERTAKING FOR COSTS........................................44
</TABLE>


                                      -ii-
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<TABLE>
<CAPTION>
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<S>             <C>                                                         <C>
                                    ARTICLE 7

                                     TRUSTEE

SECTION 7.01.   DUTIES OF TRUSTEE............................................44
SECTION 7.02.   RIGHTS OF TRUSTEE............................................45
SECTION 7.03.   INDIVIDUAL RIGHTS OF TRUSTEE.................................46
SECTION 7.04.   TRUSTEE'S DISCLAIMER.........................................46
SECTION 7.05.   NOTICE OF DEFAULTS...........................................46
SECTION 7.06.   REPORTS BY TRUSTEE TO HOLDERS OF THE NOTES...................47
SECTION 7.07.   COMPENSATION AND INDEMNITY...................................47
SECTION 7.08.   REPLACEMENT OF TRUSTEE.......................................48
SECTION 7.09.   SUCCESSOR TRUSTEE BY MERGER, ETC.............................49
SECTION 7.10.   ELIGIBILITY; DISQUALIFICATION................................49
SECTION 7.11.   PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY............49

                                    ARTICLE 8

                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

SECTION 8.01.   OPTION TO EFFECT LEGAL DEFEASANCE OR COVENANT DEFEASANCE.....49
SECTION 8.02.   LEGAL DEFEASANCE AND DISCHARGE...............................49
SECTION 8.03.   COVENANT DEFEASANCE..........................................50
SECTION 8.04.   CONDITIONS TO LEGAL OR COVENANT DEFEASANCE...................50
SECTION 8.05.   DEPOSITED MONEY AND GOVERNMENT SECURITIES TO BE HELD IN
                    TRUST; OTHER MISCELLANEOUS PROVISIONS....................51
SECTION 8.06.   REPAYMENT TO COMPANY.........................................51
SECTION 8.07.   REINSTATEMENT................................................52

                                    ARTICLE 9

                        AMENDMENT, SUPPLEMENT AND WAIVER

SECTION 9.01.   WITHOUT CONSENT OF HOLDERS OF NOTES..........................52
SECTION 9.02.   WITH CONSENT OF HOLDERS OF NOTES.............................53
SECTION 9.03.   COMPLIANCE WITH TRUST INDENTURE ACT..........................54
SECTION 9.04.   REVOCATION AND EFFECT OF CONSENTS............................54
SECTION 9.05.   NOTATION ON OR EXCHANGE OF NOTES.............................55
SECTION 9.06.   TRUSTEE TO SIGN AMENDMENTS, ETC..............................55

                                   ARTICLE 10

                              SUBSIDIARY GUARANTEES

SECTION 10.01.  SUBSIDIARY GUARANTEES........................................55
SECTION 10.02.  EXECUTION AND DELIVERY OF SUBSIDIARY GUARANTEES..............56
SECTION 10.03.  GUARANTORS MAY CONSOLIDATE, ETC. ON CERTAIN TERMS............56
SECTION 10.04.  RELEASES FOLLOWING SALE OF ASSETS............................57
SECTION 10.05.  LIMITATION ON GUARANTOR LIABILITY............................57
SECTION 10.06.  "TRUSTEE" TO INCLUDE PAYING AGENT............................57
</TABLE>


                                     -iii-
<PAGE>   6

<TABLE>
<CAPTION>
                                                                            Page
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<S>             <C>                                                         <C>
                                   ARTICLE 11

                               SECURITY DOCUMENTS

SECTION 11.01.  COLLATERAL AND SECURITY DOCUMENTS............................58
SECTION 11.02.  RECORDING, ETC...............................................58
SECTION 11.03.  CERTAIN DISPOSITIONS OF COLLATERAL WITHOUT RELEASE...........59
SECTION 11.04.  RELEASE OF COLLATERAL........................................59
SECTION 11.05.  ADDITIONAL COLLATERAL........................................60
SECTION 11.06.  TRUST INDENTURE ACT REQUIREMENTS.............................62
SECTION 11.07.  SUITS TO PROTECT THE COLLATERAL..............................62
SECTION 11.08.  PURCHASER PROTECTED..........................................62
SECTION 11.09.  POWERS EXERCISABLE BY RECEIVER OR TRUSTEE....................62
SECTION 11.10.  [RESERVED]...................................................62
SECTION 11.11.  DETERMINATIONS RELATING TO COLLATERAL........................62
SECTION 11.12.  RENEWAL AND REFUNDING........................................63
SECTION 11.13.  RELEASE UPON TERMINATION OF THE COMPANY'S OBLIGATIONS........63
SECTION 11.14.  CERTAIN ACTIONS BY TRUSTEE...................................63

                                   ARTICLE 12

                           APPLICATION OF TRUST MONEYS

SECTION 12.01.  "TRUST MONEYS" DEFINED.......................................63
SECTION 12.02.  RETIREMENT OF SECURITIES.....................................64
SECTION 12.03.  POWERS EXERCISABLE NOTWITHSTANDING EVENT OF DEFAULT..........65
SECTION 12.04.  POWERS EXERCISABLE BY COLLATERAL AGENT OR RECEIVER...........65
SECTION 12.05.  DISPOSITION OF NOTES  RETIRED................................65
SECTION 12.06.  INVESTMENT OF TRUST MONEYS...................................66

                                   ARTICLE 13

                                  MISCELLANEOUS

SECTION 13.01.  TRUST INDENTURE ACT CONTROLS.................................66
SECTION 13.02.  NOTICES......................................................66
SECTION 13.03.  COMMUNICATION BY HOLDERS OF NOTES WITH OTHER HOLDERS OF
                    NOTES....................................................67
SECTION 13.04.  CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT...........67
SECTION 13.05.  STATEMENTS REQUIRED IN CERTIFICATE OR OPINION................68
SECTION 13.06.  RULES BY TRUSTEE AND AGENTS..................................68
SECTION 13.07.  NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES
                    AND STOCKHOLDERS.........................................68
SECTION 13.08.  GOVERNING LAW................................................68
SECTION 13.09.  NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS................68
SECTION 13.10.  SUCCESSORS...................................................68
SECTION 13.11.  SEVERABILITY.................................................69
SECTION 13.12.  COUNTERPART ORIGINALS........................................69
SECTION 13.13.  TABLE OF CONTENTS; HEADINGS; ETC.............................69
</TABLE>


                                      -iv-
<PAGE>   7


                                    EXHIBITS

Exhibit A         Form of Note
Exhibit B         Subsidiary Guarantee
Exhibit C         Form of Security Agreement


                                      -v-
<PAGE>   8


                  AMENDED AND RESTATED INDENTURE, dated as of June 29, 2001,
among Metal Management, Inc., a Delaware corporation (the "Company"); California
Metals Recycling, Inc., CIM Trucking, Inc., Firma, Inc., Firma Plastic Co.,
Inc., Mac Leod Metals Co., Metal Management Aerospace, Inc., Metal Management
Alabama, Inc., Metal Management Arizona, L.L.C., Metal Management Connecticut,
Inc., Metal Management Gulf Coast, Inc., Metal Management Indiana, Inc., Metal
Management Memphis, L.L.C., Metal Management Midwest, Inc., Metal Management
Mississippi, L.L.C., Metal Management Northeast, Inc., Metal Management Ohio,
Inc., Metal Management Pittsburgh, Inc., Metal Management Realty, Inc., Metal
Management S&A Holdings, Inc., Metal Management Services, Inc., Metal Management
Stainless & Alloy, Inc., Metal Management West Coast Holdings, Inc., Metal
Management West, Inc., metals.com, inc., MTLM Arizona, Inc., Proler Southwest
Inc., Reserve Iron & Metal Limited Partnership and Trojan Trading Co. and BNY
Midwest Trust Company, a n Illinois banking corporation, as trustee (the
"Trustee").

                  The Company, the Guarantors (as defined in Section 1.01
hereof) and the Trustee agree as follows for the benefit of each other and for
the equal and ratable benefit of the Holders of the Senior Secured Notes due
2004 (the "Secured Notes" and sometimes referred to herein as the "Notes"):

                                    ARTICLE 1

                   DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01.       DEFINITIONS.

                  "Acquired Debt" means, with respect to any specified Person,
(i) Indebtedness of any other Person existing at the time such other Person is
merged with or into or became a Restricted Subsidiary of such specified Person,
including, without limitation, Indebtedness incurred in connection with, or in
contemplation of, such other Person merging with or into or becoming a
Restricted Subsidiary of such specified Person, and (ii) Indebtedness secured at
the time of acquisition thereof by a Lien encumbering any asset acquired by such
specified Person.

                  "Affiliate" of any specified Person means any other Person
directly or indirectly controlling or controlled by or under direct or indirect
common control with such specified Person. For purposes of this definition,
"control" (including, with correlative meanings, the terms "controlling,"
"controlled by" and "under common control with"), as used with respect to any
Person, shall mean the possession, directly or indirectly, of the power to
direct or cause the direction of the management or policies of such Person,
whether through the ownership of voting securities, by agreement or otherwise;
provided that beneficial ownership of 10% or more of the voting securities of a
Person shall be deemed to be control.

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

                  "Agent Members" means members of, or participants in, the
Depositary.

                  "Applicable Procedures" means applicable procedures of the
Depositary, Euroclear or Cedel Bank, as the case may be.

                  "Asset Sale" means:

                  (i) the sale, conveyance, transfer, assignment or other
         disposition (whether in a single transaction or a series of related
         transactions) of property or assets (including by way of a sale and
         leaseback) of the Company or any Restricted Subsidiary, whether owned
         on the date of this Indenture or subsequently acquired, to any Person
         other than the Company or any Restricted Subsidiary of the Company
         (each referred to in this definition as a "disposition") or

                  (ii) the issuance or sale of Equity Interests of any
         Restricted Subsidiary (other than directors' qualifying shares) to any
         Person other than the Company or any Restricted Subsidiary of the
         Company


<PAGE>   9

         (whether in a single transaction or a series of related transactions),
         in each case set forth in these clauses (i) and (ii), other than:

                           (a) a disposition of Cash Equivalents or tangible
                  personal property (including obsolete or redundant equipment)
                  in the ordinary course of business of the Company or the
                  applicable Restricted Subsidiary;

                           (b) the disposition of all or substantially all of
                  the assets of the Company in a manner permitted pursuant to
                  the provisions of Section 5.01 hereof or any disposition that
                  constitutes a Change of Control pursuant to this Indenture;

                           (c) any disposition that is a Restricted Payment or
                  Permitted Investment that is not prohibited under the
                  provisions of Section 4.07 hereof; and

                           (d) any disposition, or related series of
                  dispositions, of assets with an aggregate Fair Market Value of
                  less than $1.5 million.

                  "Attributable Debt" means, in respect of a sale and leaseback
transaction, at the time of determination, the present value (discounted at the
rate of interest implicit in such transaction, determined in accordance with
GAAP) of the obligation of the lessee for net rental payments during the
remaining term of the lease included in such sale and leaseback transaction
(including any period for which such lease has been extended or may, at the
option of the lessor, be extended).

                  "Bankruptcy Code" means Title 11 of the U.S. Code.

                  "Bankruptcy Court" means the United States District Court
having jurisdiction over the cases under the Bankruptcy Code commenced by the
Company and the Guarantors and, to the extent any reference is made pursuant to
Section 157 of Title 28 of the U.S. Code or the General Order of the District
Court pursuant to Section 151 of Title 28 of the U.S. Code, the bankruptcy unit
of such District Court.

                  "Bankruptcy Law" means the Bankruptcy Code or any similar
federal or state law for the relief of debtors.

                  "Board of Directors" means, as to any Person, the board of
directors of such Person or any duly authorized committee thereof.

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

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

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

                  "Capital Stock" means (i) in the case of a corporation,
corporate stock, (ii) in the case of an association or business entity, any and
all shares, interests, participations, rights or other equivalents (however
designated) of corporate stock, (iii) in the case of a partnership, partnership
interests (whether general or limited) and (iv) 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
(excluding "earn-out" payments pursuant to the acquisition agreements of the
Company or any Subsidiary).


                                      -2-
<PAGE>   10

                  "Cash Equivalents" means (i) United States dollars, (ii)
securities issued or directly and fully guaranteed or insured by the United
States government or any agency or instrumentality thereof having maturities of
not more than one year from the date of acquisition, (iii) certificates of
deposit and time deposits with maturities of one year or less from the date of
acquisition, bankers' acceptances with maturities not exceeding one year and
overnight bank deposits, in each case with any commercial bank having combined
capital and surplus in excess of $200.0 million (or the foreign currency
equivalent thereof) and whose short-term commercial paper rating, or that of its
parent holding company, is at least "A-1" or the equivalent by S&P and at least
"Prime-1" or the equivalent by Moody's, (iv) repurchase obligations with a term
of not more than seven days for underlying securities of the types described in
clauses (ii) and (iii) above entered into with any financial institution meeting
the qualifications specified in clause (iii) above, (v) shares of money market
or similar funds which comply with Rule 2a-7 or any successor rule of the SEC
and (vi) commercial paper rated A-1 or higher by S&P or P-1 or higher by Moody's
and in each case maturing within one year after the date of acquisition.

                  "Change of Control" means the occurrence of any of the
following: (i) the sale, lease or transfer, in one or a series of related
transactions (other than by merger or consolidation), of all or substantially
all of the assets of the Company and its Restricted Subsidiaries, taken as a
whole, to any "person" (as such term is used in Section 13(d)(3) of the Exchange
Act); (ii) the adoption of a plan relating to the liquidation or dissolution of
the Company; (iii) (A) the acquisition by any Person or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act), other than the
Principals, of a direct or indirect interest in more than 35% of the voting
power of the Voting Stock of the Company by way of acquisition, merger or
consolidation or otherwise and (B) the Principals beneficially owning, directly
or indirectly, a lesser percentage of the voting power of the Voting Stock of
the Company than such Person or group and the Principals not having the right or
ability by voting power, contract or otherwise to elect or designate for
election a majority of the Board of Directors of the Company; (iv) a majority of
the members of the Board of Directors of the Company ceasing to be Continuing
Directors; or (v) any Person or group effecting a "Rule 13e-3 transaction"
(within the meaning of Rule 13e-3 under the Exchange Act) with respect to the
Company; provided, however, that none of the transactions contemplated by or
executed in connection with the Plan of Reorganization shall be deemed a Change
of Control.

                  "Collateral" means, collectively, all of the property and
assets (including, without limitation, Trust Moneys) that are from time to time
subject to the Lien of the Security Documents, including the Liens, if any,
required pursuant to the provisions of Section 4.16 and otherwise required
pursuant to the provisions of this Indenture.

                  "Company" has the meaning set forth in the preamble hereto.

                   "Consolidated Cash Flow" means, with respect to any Person
for any period, the Consolidated Net Income of such Person for such period plus
(i) an amount equal to any extraordinary or nonrecurring loss plus any net loss
realized, in each case, in connection with all Asset Sales (to the extent such
losses were deducted in computing such Consolidated Net Income), plus (ii)
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 (iii) 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 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, imputed
interest with respect to Attributable Debt, commissions, discounts and other
fees and charges incurred in respect of letter of credit or bankers' acceptance
financings, and net payments (if any) pursuant to Hedging Obligations), to the
extent that any such expense was deducted in computing such Consolidated Net
Income, plus (iv) any Consolidated Non-Cash Charges that were deducted in
computing such Consolidated Net Income, less (v) any non-cash items increasing
Consolidated Net Income for such period and plus (vi) any cash dividends
received by the Company or any of its Restricted Subsidiaries which are paid by
an Unrestricted Subsidiary.

                  "Consolidated Net Income" means, with respect to any 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 (i) the Net Income (but not loss) of any
Person that is not a Restricted


                                      -3-
<PAGE>   11

Subsidiary or that is accounted for by the equity method of accounting shall be
included only to the extent of the amount of dividends or distributions paid in
cash to the referent Person or a Wholly Owned Restricted Subsidiary thereof,
(ii) the Net Income of any Restricted Subsidiary shall 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, (iii)
the cumulative effect of a change in accounting principles shall be excluded and
(iv) the Net Income of any Unrestricted Subsidiary shall be excluded, whether or
not distributed to the Company or one of its Subsidiaries.

                  "Consolidated Net Worth" means, with respect to any Person as
of any date, the total of the following amounts of the Person and its Restricted
Subsidiaries, determined on a consolidated basis in accordance with GAAP as of
such date: (i) the par or stated value of all outstanding Capital Stock of the
Person plus (ii) paid-in capital or capital surplus relating to such Capital
Stock plus (iii) any retained earnings or earned surplus less (A) any
accumulated deficit and (B) any amounts attributable to Disqualified Stock.

                  "Consolidated Non-Cash Charges" means, with respect to any
Person, for any period, the aggregate depreciation and amortization (including
(a) amortization of goodwill, (b) any incremental increase in amortization of
account inventory resulting from write-ups of such inventory in connection with
the purchase accounting treatment of an acquisition and (c) amortization of
other intangibles and other noncash charges or amortization of a prepaid cash
expense that was paid in a prior period) of such Person and its Restricted
Subsidiaries for such period, in each case, determined on a consolidated basis
in accordance with GAAP.

                  "Continuing Directors" means, as of any date of determination,
any member of the Board of Directors of the Company who (i) was a member of such
Board of Directors on the date of this Indenture or was appointed in accordance
with the Plan of Reorganization or (ii) was nominated for election or elected to
such Board of Directors with, or whose election to such Board of Directors was
approved by, the affirmative vote of a majority of the Continuing Directors who
were members of such Board of Directors at the time of such nomination or
election.

                  "Corporate Trust Office of the Trustee" shall be at the
address of the Trustee specified in Section 13.02 hereof; provided, however, for
the purpose of presentation of Notes for payment, transfer or exchange and
maintenance of the registration books, such term shall mean the office at which
an affiliate of the Trustee conducts a corporate agency business in New York,
located at 101 Barclay Street, Floor 21W, New York, New York 10286, or such
other address in New York as to which the Trustee may give notice to the
Company.

                  "Default" means any event that is or with the passage of time
or the giving of notice or both would be, an Event of Default.

                  "Definitive Notes" means Notes that are in the form of the
Note attached hereto as Exhibit A, that do not include the information called
for by footnotes 1 and 2 thereof.

                  "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, until a successor shall have
been appointed and become such pursuant to the applicable provision of this
Indenture, and, thereafter, "Depositary" shall mean or include such successor.

                  "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), or upon the happening of any event, matures or is
mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or
is redeemable at the option of the Holder thereof, in whole or in part, on or
prior to the date that is 91 days after the date on which the Notes mature.


                                      -4-
<PAGE>   12

                  "Effective Date" means the Business Day the Plan of
Reorganization becomes effective as provided in Article IX thereof.

                  "Equity Interests" means Capital Stock and all warrants,
options or other rights to acquire Capital Stock (but excluding any debt
security that is convertible into, or exchangeable for, Capital Stock).

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

                  "Existing Indebtedness" means Indebtedness of the Company and
its Restricted Subsidiaries (other than Indebtedness under the Senior Credit
Facility) in existence on the date of this Indenture, including any Indebtedness
created pursuant to the Plan of Reorganization, until such amounts are repaid.

                  "Fair Market Value" means, with respect to any asset or
property, the price which could be negotiated in an arm's-length, free market
transaction, in cash, between an informed and willing seller and an informed and
willing and able buyer, neither of whom is under undue pressure or compulsion to
complete the transaction. Fair Market Value shall be determined by the Board of
Directors of the Company acting reasonably and in good faith and, in the case of
Fair Market Value that exceeds $5.0 million, shall be evidenced by a Board
Resolution delivered to the Trustee; provided, however, that in the case of any
determination of Fair Market Value for purposes of Section 4.07 hereof, if the
aggregate Fair Market Value could be reasonably likely to exceed $10.0 million,
the Fair Market Value shall be determined by an accounting, appraisal or
investment banking firm of nationally recognized standing that is, in the
reasonable and good faith judgment of the Board of Directors of the Company,
qualified to perform the task for which such firm has been engaged.

                  "Fixed Charges" means, with respect to any Person for any
period, the sum of (i) the consolidated interest expense of such Person and its
Restricted Subsidiaries for such period, whether paid or accrued (including,
without limitation, amortization of 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,
imputed interest with respect to Attributable Debt, commissions, discounts and
other fees and charges incurred in respect of letters of credit or bankers'
acceptance financings, and net payments (if any) pursuant to Hedging
Obligations, but excluding amortization of deferred financing costs) and (ii)
the consolidated interest expense of such Person and its Restricted Subsidiaries
that was capitalized during such period and (iii) 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) and (iv) all cash dividend payments (and non-cash dividend payments in the
case of a Person that is a Restricted Subsidiary) on any series of Preferred
Stock of such Person, in each case, on a consolidated basis and in accordance
with GAAP.

                  "Fixed Charge Coverage Ratio" means, with respect to any
Person for any period, the ratio of the Consolidated Cash Flow of such Person
for such period to the Fixed Charges of such Person for such period. In the
event that the Company or any of its Restricted Subsidiaries incurs, assumes,
Guarantees or redeems any Indebtedness (other than revolving credit borrowings)
or issues Preferred Stock subsequent to the commencement of the period for which
the Fixed Charge Coverage Ratio is being calculated but 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 shall be
calculated giving pro forma effect to such incurrence, assumption, Guarantee or
redemption of Indebtedness, or such issuance or redemption of Preferred Stock,
as if the same had occurred at the beginning of the applicable four-quarter
reference period. In addition, for purposes of making the computation referred
to above, (i) acquisitions that have been consummated by the Company or any of
its Restricted Subsidiaries, including through mergers or 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 shall be deemed to have occurred on the first day of the four-quarter
reference period and Consolidated Cash Flow and Fixed Charges for such reference
period shall be calculated giving pro forma effect (excluding any pro forma
increase in revenues other than historical revenue of the acquired business, but
including any pro forma expense and cost reductions, in each case calculated on
a basis consistent with Regulation S-X under the Securities Act) to such
acquisition and related financing


                                      -5-
<PAGE>   13

transactions, (ii) 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, calculated giving pro forma effect to
such disposition, shall be excluded, and (iii) the Fixed Charges attributable to
discontinued operations, as determined in accordance with GAAP, and operations
or businesses disposed of prior to the Calculation Date, shall be excluded, but
only to the extent that the obligations giving rise to such Fixed Charges will
not be obligations of the referent Person or any of its Restricted Subsidiaries
following the Calculation Date.

                  "Foreign Subsidiaries" means any Subsidiary of the Company
incorporated or organized under the laws of a jurisdiction outside of the United
States of America and which, individually or together with all other such
Subsidiaries outside of the United States of America, represents less than 10%
of the assets or revenues of the Company and its Restricted Subsidiaries for any
period, on a consolidated basis and determined in accordance with GAAP.

                  "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 on the date of this Indenture.

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

                  "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, letters of
credit and reimbursement agreements in respect thereof), of all or any part of
any Indebtedness.

                  "Guarantors" means (i) each of California Metals Recycling,
Inc., CIM Trucking, Inc., Firma, Inc., Firma Plastic Co., Inc., Mac Leod Metals
Co., Metal Management Aerospace, Inc., Metal Management Alabama, Inc., Metal
Management Arizona, L.L.C., Metal Management Connecticut, Inc., Metal Management
Gulf Coast, Inc., Metal Management Indiana, Inc., Metal Management Memphis,
L.L.C., Metal Management Midwest, Inc., Metal Management Mississippi, L.L.C.,
Metal Management Northeast, Inc., Metal Management Ohio, Inc., Metal Management
Pittsburgh, Inc., Metal Management Realty, Inc., Metal Management S&A Holdings,
Inc., Metal Management Services, Inc., Metal Management Stainless & Alloy, Inc.,
Metal Management West Coast Holdings, Inc., Metal Management West, Inc.,
metals.com, inc., MTLM Arizona, Inc., Proler Southwest Inc., Reserve Iron &
Metal Limited Partnership and Trojan Trading Co.; and (ii) each other direct or
indirect Restricted Subsidiary of the Company that executes a Subsidiary
Guarantee or supplemental indenture in accordance with the provisions of this
Indenture, and their respective successors and assigns.

                  "Hedging Obligations" means, with respect to any Person, the
net obligations of such Person under (i) currency exchange or interest rate swap
agreements, currency exchange or interest rate cap agreements and currency
exchange or interest rate collar agreements and (ii) other agreements or
arrangements designed to protect such Person against fluctuations in currency
exchange or interest rates or commodity prices.

                  "Holder" means a holder of any of the Notes.

                  "Indebtedness" means, with respect to any Person, any
indebtedness of such Person, whether or not contingent, in respect of borrowed
money or evidenced by bonds, notes, debentures or similar instruments or letters
of credit (or reimbursement agreements in respect thereof) or banker's
acceptances or representing Capital Lease Obligations or the maximum fixed
redemption or repurchase price of Redeemable Interests of such Person at the
time of determination or the balance deferred and unpaid of the purchase price
of any property (other than contingent or "earnout" payment obligations) or
representing any net Hedging Obligations, except any such balance that


                                      -6-
<PAGE>   14

constitutes an accrued expense or trade payable, if and to the extent any of the
foregoing indebtedness (other than letters of credit and Hedging Obligations)
would appear as a liability upon a balance sheet of such Person prepared in
accordance with GAAP as well as all indebtedness of others secured by a Lien on
any asset of such Person (whether or not such indebtedness is assumed by such
Person) and, to the extent not otherwise included, the Guarantee by such Person
of any indebtedness of any other Person.

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

                   "Intercreditor Agreement" means the amended and restated
intercreditor agreement between the Senior Bank Agent and the Trustee, in its
capacity as such and on behalf of the Holders of the Notes, and acknowledged by
the Company and the Guarantors, dated the date hereof, as such is amended,
supplemented or otherwise modified from time to time in accordance with the
provisions hereof and thereof.

                  "Investments" means, with respect to any Person, all
investments by such Person in other Persons (including Affiliates) in the forms
of direct or indirect loans (including Guarantees of Indebtedness 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 Restricted 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 shall be
deemed to have made an Investment on the date of any such sale or disposition
equal to the Fair Market Value of the Equity Interests of such Subsidiary not
sold or disposed of. The amount of any Investment shall be the original cost of
such Investment plus the cost of all additions thereto, without any adjustments
for increases or decreases in value, or write-ups, write-downs or write-offs
with respect to such Investment.

                  "Leases" mean any and all agreements for the use, enjoyment or
occupancy of the Real Property and all buildings, improvements and fixtures of
every kind or nature situated thereon.

                  "Legal Holiday" means a Saturday, a Sunday or a day on which
banking institutions in the City of New York, New York or Chicago, Illinois are
authorized by law, regulation or executive order to remain closed. If a payment
date is a Legal Holiday at a place of payment, payment may be made at that place
on the next succeeding day that is not a Legal Holiday.

                  "Lien" means, with respect to any asset or property, any
mortgage, deed of trust, lien (statutory or other), pledge, charge, security
interest, lease, easement, restriction, covenant or encumbrance of any kind or
nature in respect of such asset or property, 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 under the Uniform Commercial
Code (or equivalent statutes) of any relevant jurisdiction).

                   "Loan Reductions" means permanent commitment reductions with
respect to revolving loans under the Senior Credit Facility (or any Permitted
Refinancing Indebtedness relating thereto) that have been made since the date
hereof.

                  "Maturity" means, with respect to any Note, the date on which
the principal of such Note becomes due and payable as provided in such Note or
this Indenture, whether at the Stated Maturity or by declaration of
acceleration, call for redemption or otherwise.

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


                                      -7-
<PAGE>   15

                  "Mortgage" means each mortgage instrument (or deed of trust)
and assignment of leases and rents, substantially in the form of those delivered
pursuant to the provisions of the Senior Credit Facility, with such
modifications as shall be appropriate (i) to conform to applicable local laws or
customs regarding Real Property in the jurisdiction where such instrument is to
be recorded and (ii) to grant to the Trustee the Security Interest in the Real
Property encumbered by such instrument as contemplated by, and consistent with,
the provisions of this Indenture and the Security Documents, as the same may be
amended, supplemented or otherwise modified in accordance with the terms hereof
and thereof.

                  "Net Income" means, with respect to any 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, (i) any
gain (but not loss), together with any related provision for taxes on such gain
(but not loss), realized in connection with (a) any Asset Sale (including,
without limitation, dispositions pursuant to sale and leaseback transactions) 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 (ii) any extraordinary or nonrecurring gain (but
not loss), together with any related provision for taxes on such extraordinary
or nonrecurring gain (but not 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
(i) the direct costs relating to such Asset Sale (including, without limitation,
legal, accounting and investment banking fees, and brokerage and sales
commissions) and any relocation expenses incurred as a result thereof, (ii)
taxes paid or payable as a result thereof (after taking into account any
available tax credits or deductions and any tax sharing arrangements), and (iii)
any reserve for adjustment in respect of the sale price of such asset or assets
established in accordance with GAAP.

                  "Non-Recourse Debt" means Indebtedness (i) as to which neither
the Company nor any of its Restricted Subsidiaries (a) provides credit support
of any kind (including any undertaking, agreement or instrument that would
constitute Indebtedness), (b) is directly or indirectly liable (as a guarantor
or otherwise), or (c) constitutes the lender; and (ii) no default with respect
to which (including any rights that the holders thereof may have to take
enforcement action against an Unrestricted Subsidiary) would permit (upon
notice, lapse of time or both) any holder of any other Indebtedness of the
Company or any of its Restricted Subsidiaries to declare a default on such other
Indebtedness or cause the payment thereof to be accelerated or payable prior to
its stated maturity; and (iii) as to which the lenders have been notified in
writing that they will not have any recourse to the stock or assets of the
Company or any of its Restricted Subsidiaries.

                  "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.

                  "Officer's Certificate" means a certificate signed on behalf
of the Company by the principal executive officer, the principal financial
officer, the treasurer or the principal accounting officer of the Company, that
meets the requirements set forth in Section 13.05 hereof.

                  "Opinion of Counsel" means a written 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.

                  "Pari Passu Indebtedness" means Indebtedness that ranks pari
passu in right of payment to the Notes.


                                      -8-
<PAGE>   16

                  "Permitted Investments" means (a) any Investment in the
Company or in a Restricted Subsidiary of the Company; (b) any Investment in cash
and Cash Equivalents; (c) any Investment by the Company or any Restricted
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,
in one transaction or a series of related transactions, 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; (d) any Restricted Investment made as a result of the receipt of
consideration not constituting cash or Cash Equivalents from an Asset Sale that
was made pursuant to and in compliance with the provisions set forth in Section
4.10 hereof; (e) any Investment existing on the date of this Indenture, and any
renewals or replacements thereof; (f) any Investment by Restricted Subsidiaries
in other Restricted Subsidiaries and Investments by Subsidiaries that are not
Restricted Subsidiaries in other Subsidiaries that are not Restricted
Subsidiaries; (g) any Investment acquired or made by the Company or any of its
Restricted Subsidiaries (A) in exchange for any other Investment or receivable
held by the Company or any such Restricted Subsidiary in connection with or as a
result of a bankruptcy, workout, reorganization or recapitalization of the
issuer of such other Investment or receivable or (B) as a result of a
foreclosure by the Company or any of its Restricted Subsidiaries with respect to
any secured Investment or other transfer of title with respect to any secured
Investment in default; (h) Hedging Obligations; (i) any acquisition of assets,
Equity Interests or other securities by the Company for consideration consisting
of common Equity Interests of the Company; (j) loans and advances to officers,
directors and employees for business related travel expenses, moving expenses
and other similar expenses, in each case, incurred in the ordinary course of
business; (k) Investments the payment for which consists exclusively of Equity
Interests (exclusive of Disqualified Stock) of the Company; (l) repurchases of
Notes by the Company or any Restricted Subsidiary in open market purchase
transactions; (m) Investments not to exceed $15.0 million in the aggregate
outstanding at any time in Unrestricted Subsidiaries or Permitted Joint
Ventures; (n) any Investment by the Company or any Restricted Subsidiary in any
of its suppliers in the form of "take or pay" or "requirements" contracts
entered into by the Company or such Restricted Subsidiary in the ordinary course
of business; and (o) the making of other Investments not to exceed $15.0 million
in the aggregate at any time outstanding.

                  "Permitted Joint Venture" means, with respect to any Person,
any corporation, partnership, limited liability company or other business entity
of which at least 25% of the total voting power of shares of Capital Stock
entitled (without regard to the occurrence of any contingency) to vote in the
election of directors, managers or trustees thereof is at the time owned or
controlled, directly or indirectly, by such Person or one or more of the other
Subsidiaries of that Person (or a combination thereof).

                  "Permitted Liens" means (i) with respect to Collateral other
than Real Property, "Permitted Liens" as defined in the Security Agreement and
(ii) with respect to Real Property which may be pledged as Collateral in
accordance with the provisions of Section 4.16 of this Indenture, (a) "Permitted
Liens" as defined in, and solely to the extent and for so long as permitted with
respect to such Real Property by, the Senior Credit Facility and the security
documents securing the Senior Bank Debt (in each case, as in effect from time to
time in accordance with the provisions thereof) and, at such time as the Senior
Credit Facility shall no longer be in effect and the Obligations thereunder
shall have been paid in full (whether pursuant to its terms or otherwise), as
the same shall have been in effect on the date immediately preceding the date on
which the Senior Credit Facility shall have been so terminated, (b) the Security
Interests created pursuant to the Security Documents and (c) Prior Liens of the
type described in clause (ii) of the definition of "Prior Liens."

                  "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;
provided that: (i) 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 so extended, refinanced,
renewed, replaced, defeased or refunded (plus the amount of any premium required
to be paid in connection therewith and plus reasonable expenses incurred in
connection therewith); (ii) such Permitted Refinancing Indebtedness has a final
maturity date no earlier 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; (iii) if the Indebtedness being extended, refinanced,
renewed, replaced, defeased or refunded is


                                      -9-
<PAGE>   17

subordinated in right of payment to the Notes, such Permitted Refinancing
Indebtedness has a final maturity date no earlier 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 (iv) such Indebtedness is incurred either by the
Company 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,
limited liability company, joint venture, association, joint-stock company,
trust, unincorporated organization, government or any agency or political
subdivision thereof or any other entity.

                  "Plan of Reorganization" means the chapter 11 joint plan of
reorganization of the Company and the Guarantors, and all supplements,
appendices and schedules thereto, as the same may be altered, amended or
modified from time to time.

                  "Pledgor" means each of the Company and its Subsidiaries
existing on the date hereof and each other Guarantor that becomes a pledgor,
grantor, assignor, mortgagor, transferor or debtor under any Security Document.

                  "Preferred Stock", as to any Person, means any Equity Interest
with preferential right of payment of dividends or upon liquidation, dissolution
or winding up over Equity Interests of any other class of such Person.

                  "Principal Business" means any business in the metals industry
and businesses reasonably related thereto.

                  "Principals" mean, collectively, Albert A. Cozzi, Frank J.
Cozzi and Gregory P. Cozzi, and the respective spouses, parents and lineal
descendants (by blood, adoption or marriage) of the foregoing, trusts the sole
beneficiary of which (other than contingent beneficiaries) are any of the
foregoing, or corporations, partnerships or limited liability companies the sole
shareholders, sole partners or sole members of which are any of the foregoing.

                   "Prior Liens" means (i) with respect to Collateral other than
Real Property, "Prior Liens" as defined in the Security Agreement and (ii) with
respect to Real Property which may be pledged as Collateral in accordance with
the provisions of Section 4.16 of this Indenture, (a) "Permitted Liens" (as
defined in, and solely to the extent and for so long as permitted with respect
to such Real Property by, the Senior Credit Facility and the security documents
securing the Senior Bank Debt) to the extent and in the manner such Liens are in
effect on the date of execution and delivery of the applicable Security Document
excluding, however, the Liens, if any, granted to the holders of any Specified
Pari Passu Indebtedness and (b) Senior Permitted Liens (as defined in the
Security Agreement) incurred or created subsequent to the date of the execution
and delivery of the applicable Security Documents (with respect to the Mortgage
Lien) solely to the extent and for so long as permitted with respect to the Real
Property Collateral to be senior and superior to the Lien granted to the Senior
Bank Agent pursuant to the provisions of the Senior Credit Facility and the
security documents securing the Senior Bank Debt.

                   "Pro Forma Basis" means, with respect to any additional
Indebtedness incurred or Disqualified Stock issued, as the case may be, the
Fixed Charge Coverage Ratio for the Company for the most recently ended four
full fiscal quarters for which internal financial statements are available
immediately preceding the date of such occurrence, as adjusted to reflect the
incurrence of such additional Indebtedness or the issuance of such Disqualified
Stock, as the case may be, and the application of the net proceeds therefrom, as
of the beginning of such four-quarter period.

                  "Purchase Money Indebtedness" means Indebtedness the net
proceeds of which are used for the purchase of property or assets acquired in
the ordinary course of business by the Person incurring such Indebtedness.


                                      -10-
<PAGE>   18

                  "Real Property" means any interest in any real property or any
portion thereof whether owned in fee or leased or otherwise owned.

                  "Redeemable Interest" of any Person means any equity security
of or other ownership interest in such Person that by its terms (or by the terms
of any security into which it is convertible or for which it is exchangeable) or
otherwise (including upon the occurrence of an event) matures or is required to
be redeemed (pursuant to any sinking fund obligation or otherwise) or is
convertible into or exchangeable for Indebtedness or is redeemable at the option
of the holder thereof, in whole or in part, at any time prior to the final
stated maturity of the Notes.

                   "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) or any other officer of the Trustee assigned
to perform the duties of Trustee hereunder 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 Investment" means an Investment other than a
Permitted Investment.

                  "Restricted Subsidiary" of a Person means any Subsidiary of
any such Person that is not (i) an Unrestricted Subsidiary or (ii) a direct or
indirect Subsidiary of an Unrestricted Subsidiary; provided, however, that upon
the occurrence of any Unrestricted Subsidiary ceasing to be an Unrestricted
Subsidiary, such Subsidiary shall be included in the definition of Restricted
Subsidiary.

                   "S&P" means Standard & Poor's Rating Group, a division of
McGraw Hill, Inc., a New York corporation, and its successors.

                  "SEC" means the Securities and Exchange Commission.

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

                  "Security Agreement" means the amended and restated security
agreement, substantially in the form of Exhibit C hereto, as the same may be
amended, supplemented or otherwise modified from time to time in accordance with
the terms hereof and thereof.

                  "Security Documents" means, collectively, the Intercreditor
Agreement, the Security Agreement, the Mortgages and all other security
agreements, mortgages, deeds of trust, pledges, collateral assignments or other
instruments evidencing or creating any Security Interest in favor of the Trustee
in all or any portion of the Collateral, in each case as amended, amended and
restated, supplemented or otherwise modified from time to time in accordance
with the terms hereof and thereof.

                  "Security Interests" means the Liens on the Collateral created
by the Security Documents in favor of the Trustee for its benefit and the
benefit of the Holders of the Notes.

                  "Senior Bank Agent" means BT Commercial Corporation, in its
capacity as agent for the lenders and lending institutions under the Senior
Credit Facility and its successors in such capacity appointed pursuant to the
provisions of the Senior Credit Facility.

                  "Senior Bank Debt" means all Obligations under or in respect
of the Senior Credit Facility, together with any refunding, refinancing or
replacement, in whole or part, of such Indebtedness.

                  "Senior Credit Facility" means that certain credit facility
dated as of June 29, 2001, by and among the Company, certain Subsidiaries of the
Company, the Senior Bank Agent, and certain commercial lending institutions
party thereto, including any related notes, guarantees, collateral or security
documents, instruments and


                                      -11-
<PAGE>   19

agreements executed in connection therewith, and in each case as amended
(including any amendment and restatement thereof), modified, renewed, refunded,
replaced or refinanced from time to time, including any agreement extending the
maturity of, refinancing, replacing or otherwise restructuring (including
increasing the amount of available borrowings thereunder (provided that such
increase in borrowings is permitted by Section 4.09 hereof) or adding
Subsidiaries of the Company as additional borrowers or guarantors thereunder)
all or any portion of the Indebtedness under such agreement or any successor or
replacement agreement and whether by the same or any other agent, lender or
group of lenders.

                  "Significant Subsidiary" means any Restricted 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.

                  "Significant Subsidiary Guarantee" means the Subsidiary
Guarantee of a Significant Subsidiary.

                  "Significant Subsidiary Guarantor" means a Significant
Subsidiary that is a Subsidiary Guarantor.

                  "Specified Pari Passu Indebtedness" means Pari Passu
Indebtedness of the Company or any Restricted Subsidiary that (a) is incurred
after the date of this Indenture and (b) is of a type such that the Company or
any Restricted Subsidiary must have, on or prior to the date of such incurrence,
granted Security Interests in and valid mortgage Liens upon all Real Property of
the Company and the Restricted Subsidiaries that secures the Senior Bank Debt in
order for the incurrence thereof to be in compliance with Section 4.16 of this
Indenture.

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

                  "Subordinated Indebtedness" means any Indebtedness of the
Company or any of its Restricted Subsidiaries which is expressly by its terms
subordinated in right of payment to any other Indebtedness.

                  "Subsidiary" means, with respect to any Person, (i) any
corporation, limited liability company, association or other business entity of
which more than 50% of the total voting power of shares of Capital Stock
entitled (without regard to the occurrence of any contingency) to vote in the
election of directors, managers or trustees thereof is at the time owned or
controlled, directly or indirectly, by such Person or one or more of the other
Subsidiaries of that Person (or a combination thereof) and (ii) 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 partners of which
are such Person or of one or more Subsidiaries of such Person (or any
combination thereof).

                  "Subsidiary Guarantees" means the Guarantees of the Notes by
each of the Guarantors pursuant to this Indenture.

                  "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.

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

                  "Unrestricted Subsidiary" means (i) any Subsidiary that is
designated by the Board of Directors as an Unrestricted Subsidiary pursuant to a
Board Resolution, which designation may only be made if such Subsidiary: (a) has
no Indebtedness other than Non-Recourse Debt; (b) is not party to any agreement,
contract, arrangement or understanding with the Company or any Restricted
Subsidiary of the Company unless the terms of any such agreement, contract,
arrangement or understanding 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; (c) is a Person


                                      -12-
<PAGE>   20

with respect to which neither the Company nor any of its Restricted Subsidiaries
has any direct or indirect obligation (x) to subscribe for additional Equity
Interests or (y) to maintain or preserve such Person's financial condition or to
cause such Person to achieve any specified levels of operating results; and (d)
has not guaranteed or otherwise directly or indirectly provided credit support
for any Indebtedness of the Company or any of its Restricted Subsidiaries. Any
such designation by the Board of Directors shall be evidenced to the Trustee by
filing with the Trustee a certified copy of the Board Resolution giving effect
to such designation and an Officer's Certificate certifying that such
designation complied with the foregoing conditions and was permitted pursuant to
and in accordance with the provisions set forth in Section 4.07 hereof. If, at
any time, any Unrestricted Subsidiary would fail to meet the foregoing
requirements as an Unrestricted Subsidiary, it shall thereafter cease to be an
Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of
such Subsidiary shall 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 pursuant to and in accordance with the provisions set
forth in Section 4.09 hereof, the Company shall be in violation 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 shall be deemed to be an incurrence of Indebtedness by a Restricted
Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted
Subsidiary and such designation shall only be permitted if (i) such Indebtedness
is permitted to be incurred pursuant to and in accordance with the provisions
set forth in Section 4.09 hereof, and (ii) no Default or Event of Default would
be in existence following such designation.

                  "Voting Stock" means, with respect to any Person, any class or
series of capital stock of such Person that is ordinarily entitled to vote in
the election of directors thereof at a meeting of stockholders called for such
purpose, without the occurrence of any additional event or contingency.

                  "Weighted Average Life to Maturity" means, when applied to any
Indebtedness at any date, the number of years obtained by dividing (i) 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 thereof, 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 (ii) the then outstanding principal
amount of such Indebtedness.

                  "Wholly Owned Restricted Subsidiary" is any Wholly Owned
Subsidiary that is a Restricted Subsidiary.

                  "Wholly Owned Subsidiary" of any 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 and one
or more Wholly Owned Subsidiaries of such Person.

SECTION 1.02.       OTHER DEFINITIONS.

                                                              Defined in
        Term                                                   Section
        -----                                                  -------

        "Affiliate Transaction".......................           4.11
        "Asset Sale Offer"............................           4.10
        "Available Proceeds Amount"...................           4.10
        "Change of Control Offer".....................           4.15
        "Change of Control Payment"...................           4.15
        "Change of Control Payment Date"..............           4.15
        "Collateral Account"..........................          12.01
        "Collateral Proceeds".........................           4.10
        "Covenant Defeasance".........................           8.03



                                      -13-
<PAGE>   21

                                                              Defined in
        Term                                                   Section
        -----                                                  -------

        "Custodian"...................................           6.01
        "DTC".........................................           2.03
        "Event of Default"............................           6.01
        "incur".......................................           4.09
        "Global Note".................................           2.01
        "Legal Defeasance"............................           8.02
        "Non-Collateral Proceeds".....................           4.10
        "Note Custodian"..............................           2.03
        "Offer".......................................           4.15
        "Offer Amount"................................           3.09
        "Offer Period"................................           3.09
        "Paying Agent"................................           2.03
        "Permitted Related Acquisition"...............           4.10
        "Prior Lien Collateral Proceeds"..............           4.10
        "Purchase Date"...............................           3.09
        "Registrar"...................................           2.03
        "Restricted Payments".........................           4.07
        "Trust Moneys"................................          12.01

SECTION 1.03.       INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT.

                  Whenever this Indenture refers to a provision of the TIA, the
provision is incorporated by reference in and made a part of this Indenture.

                  The following TIA terms used in this Indenture have the
following meanings:

                  "indenture securities" means the Notes;

                  "indenture security Holder" means a Holder of a Note;

                  "indenture to be qualified" means this Indenture;

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

                  "obligor" on the Notes and the Subsidiary Guarantees means the
Company and the Guarantors, respectively, and any successor obligor upon the
Notes and the Subsidiary 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:

                  (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;


                                      -14-
<PAGE>   22

                  (3) "or" is not exclusive;

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

                  (5) provisions apply to successive events and transactions;

                  (6) references to sections of or rules under the Securities
         Act shall be deemed to include substitute, replacement of successor
         sections or rules adopted by the SEC from time to time; and

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

                                    ARTICLE 2

                                    THE NOTES

SECTION 2.01.       FORM AND DATING.

                  The Notes and the Trustee's certificate of authentication
shall be substantially in the form of Exhibit A attached hereto. The Notes may
have notations, legends or endorsements required by law, stock exchange rule or
usage. The Company and the Trustee shall approve the form of the Notes and any
notation, legend or endorsement on them. Each Note shall be dated the date of
its issuance and shall show the date of its authentication. The Notes shall be
issued in minimum denominations of $1,000 and integral multiples of $1,000 in
excess thereof. The terms and provisions contained in the Notes shall
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,
and to the substitution of the new Notes issued pursuant to the Plan of
Reorganization for the originally issued Notes.

                  On the date of this Indenture, the Holders of the Notes agree
to the issuance of the Notes in accordance with the terms of the Plan of
Reorganization.

                  (a) Global Note. Notes offered and sold in reliance on Section
1145(a) of the Bankruptcy Code shall be issued in the form of a Global Note (the
"Global Note") and shall be in the form of the Note attached hereto as Exhibit
A, which shall be deposited on behalf of the purchasers of the Notes represented
thereby with the Depositary at its New York office (or with the Trustee as
custodian for the Notes), and registered in the name of the Depositary or a
nominee of the Depositary, duly executed by the Company and authenticated by the
Trustee as hereinafter provided. The aggregate principal amount of the Global
Note may from time to time be increased or decreased by adjustments made on the
records of the Trustee and the Depositary or its nominee as hereinafter
provided.

                  The Global Note shall provide that it shall represent the
aggregate amount of outstanding Notes from time to time endorsed thereon and
that the aggregate 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 the Global Note to reflect the amount of any
increase or decrease in the amount of outstanding Notes represented thereby
shall be made by the Trustee or the Note Custodian (as hereinafter defined), at
the direction of the Trustee, in accordance with instructions given by the
Holder thereof as required by Section 2.06 hereof.

                  Except as set forth in Section 2.06 hereof, the Global Note
may be transferred, in whole and not in part, only to another nominee of the
Depositary or to a successor of the Depositary or its nominee.

                  (b) Book-Entry Provisions. This Section 2.01(b) shall apply
only to the Global Note deposited with or on behalf of the Depositary.


                                      -15-
<PAGE>   23

                  The Company shall execute and the Trustee shall, in accordance
with this Section 2.01(b), authenticate and deliver the Global Note that (i)
shall be registered in the name of the Depositary or the nominee of the
Depositary and (ii) shall be delivered by the Trustee to the Depositary or
pursuant to the Depositary's instructions or held by the Trustee as custodian
for the Depositary.

                  Agent Members shall have no rights either under this Indenture
with respect to the Global Note held on their behalf by the Depositary or by the
Trustee as custodian for the Depositary or under such Global Note, and the
Depositary may be treated by the Company, the Trustee and any agent of the
Company or the Trustee as the absolute owner of such Global Note for all
purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent
the Company, the Trustee or any agent of the Company or the Trustee from giving
effect to any written certification, proxy or other authorization furnished by
the Depositary or impair, as between the Depositary and its Agent Members, the
operation of customary practices of such Depositary governing the exercise of
the rights of an owner of a beneficial interest in the Global Note.

                  (c) Definitive Notes. Notes issued in certificated form shall
be substantially in the form of Exhibit A attached hereto (but without including
the text referred to in footnotes 1 and 2 thereto).

SECTION 2.02.       EXECUTION AND AUTHENTICATION.

                  One Officer shall 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 shall nevertheless be
valid.

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

                  The Trustee shall, upon a written order of the Company signed
by one Officer, authenticate Notes for original issue up to $33,963,125 in
aggregate principal amount. The aggregate principal amount of Notes outstanding
at any time may not exceed $33,963,125 except as provided in Section 2.07
hereof.

                  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 the Company or
an Affiliate of the Company.

SECTION 2.03.       REGISTRAR AND PAYING AGENT.

                  The Company shall maintain an office or agency where Notes may
be presented for registration of transfer or for exchange ("Registrar") and an
office or agency within the City and State of New York where Notes may be
presented for payment ("Paying Agent"). The Registrar shall keep a register of
the Notes and of their transfer and exchange. The Company may appoint one or
more co-registrars and one or more additional paying agents. The term
"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 shall 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 the Guarantors may act as
Paying Agent or Registrar.

                  The Company initially appoints The Depository Trust Company
("DTC") to act as Depositary with respect to the Global Note.


                                      -16-
<PAGE>   24

                  The Company initially appoints the Trustee to act as the
Registrar and Paying Agent and to act as custodian with respect to the Global
Note (the "Note Custodian").

SECTION 2.04.       PAYING AGENT TO HOLD MONEY IN TRUST.

                  The Company shall require each Paying Agent other than the
Trustee to agree in writing that the Paying Agent will hold in trust for the
benefit of Holders or the Trustee all money held by the Paying Agent for the
payment of principal of and premium and interest on the Notes, and will notify
the Trustee of any default by the Company or any Guarantor 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 Guarantor)
shall have no further liability for the money delivered to the Trustee. If the
Company or a Guarantor acts as Paying Agent, it shall 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 or any Guarantor, the Trustee shall serve as Paying Agent for the Notes.

SECTION 2.05.       HOLDER LISTS.

                  The Trustee shall preserve in as current a form as is
reasonably practicable the most recent list available to it of the names and
addresses of all Holders and shall otherwise comply with TIA ss. 312(a). If the
Trustee is not the Registrar, the Company and/or the Guarantors shall furnish to
the Trustee at least seven Business Days before each interest payment date and
at such other times as the Trustee may request in writing, a list in such form
and as of such date as the Trustee may reasonably require of the names and
addresses of the Holders of Notes and the Company and the Guarantors shall
otherwise comply with TIA ss. 312(a).

SECTION 2.06.       TRANSFER AND EXCHANGE.

                  (a) Transfer and Exchange of Definitive Notes. When Definitive
Notes are presented by a Holder to the Registrar with a request:

                  (i) to register the transfer of the Definitive Notes; or

                  (ii) to exchange such Definitive Notes for an equal principal
         amount of Definitive Notes of other authorized denominations, the
         Registrar shall register the transfer or make the exchange as
         requested; provided, however, that the Definitive Notes presented or
         surrendered for register of transfer or exchange shall be duly endorsed
         or accompanied by a written instruction of transfer in form
         satisfactory to the Registrar duly executed by such Holder or by his or
         her attorney, duly authorized in writing.

                  (b) Transfer of a Beneficial Interest in the Global Note for a
Definitive Note.

                  (i) Any Person having a beneficial interest in the Global Note
         may, upon request, subject to the Applicable Procedures, exchange such
         beneficial interest for a Definitive Note. Upon receipt by the Trustee
         of written instructions or such other form of instructions as is
         customary for the Depositary (or Euroclear or Cedel Bank, if
         applicable) from the Depositary or its nominee on behalf of any Person
         having a beneficial interest in such Global Note, the Trustee or the
         Note Custodian, at the direction of the Trustee, shall, in accordance
         with the standing instructions and procedures existing between the
         Depositary and the Note Custodian, cause the aggregate principal amount
         of the Global Note to be reduced accordingly and, following such
         reduction, the Company and the Guarantors shall execute and, the
         Trustee shall authenticate and deliver to the transferee a Definitive
         Note in the appropriate principal amount.

                (ii) Definitive Notes issued in exchange for a beneficial
         interest in the Global Note pursuant to this Section 2.06(b) shall be
         registered in such names and in such authorized denominations as the


                                      -17-
<PAGE>   25

         Depositary, pursuant to instructions from its direct or indirect
         participants or otherwise, shall instruct the Trustee. The Trustee
         shall deliver such Definitive Notes to the Persons in whose names such
         Notes are so registered. Following any such issuance of Definitive
         Notes, the Trustee, as Registrar, shall instruct the Depositary to
         reduce or cause to be reduced the aggregate principal amount at
         maturity of the applicable Global Note to reflect the transfer.

                  (c) Restrictions on Transfer and Exchange of the Global Note.
Notwithstanding any other provision of this Indenture (other than the provisions
set forth in subsection (e) of this Section 2.06), a Global Note may not be
transferred as a whole except 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.

                  (d) Transfer and Exchange of a Definitive Note for a
Beneficial Interest in the Global Note. A Definitive Note may not be exchanged
for a beneficial interest in the Global Note except, subject to the Applicable
Procedures, upon satisfaction of the requirements set forth below. Upon receipt
by the Trustee of a Definitive Note, duly endorsed or accompanied by appropriate
instruments of transfer, in form satisfactory to the Trustee, the Trustee shall
cancel such Definitive Note in accordance with Section 2.11 hereof and cause, or
direct the Note Custodian to cause, in accordance with the standing instructions
and procedures existing between the Depositary and the Note Custodian, the
aggregate principal amount of Notes represented by the Global Note to be
increased accordingly. If no Global Note is then outstanding, the Company shall
issue and, upon receipt of an authentication order in accordance with Section
2.02 hereof, the Trustee shall authenticate a new Global Note in the appropriate
principal amount.

                  (e) Authentication of Definitive Notes in Absence of
Depositary. If at any time:

                  (i) the Depositary for the Notes notifies the Company that the
         Depositary is unwilling or unable to continue as Depositary for the
         Global Note and a successor Depositary for the Global Note is not
         appointed by the Company within 90 days after delivery of such notice;
         or

                  (ii) the Company, at its sole discretion, notifies the Trustee
         in writing that it elects to cause the issuance of Definitive Notes
         under this Indenture; or

                  (iii) there shall have occurred and be continuing an Event of
         Default or any event which after notice or lapse of time or both would
         be an Event of Default with respect to the Notes,

then the Company and the Guarantors shall execute, and the Trustee shall, upon
receipt of an authentication order in accordance with Section 2.02 hereof,
authenticate and deliver, Definitive Notes in an aggregate principal amount
equal to the principal amount of the Global Note in exchange for such Global
Note.

                  (f) Cancellation and/or Adjustment of the Global Note. At such
time as all beneficial interests in the Global Note have been exchanged for
Definitive Notes, redeemed, repurchased or canceled, the Global Note shall 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 the Global Note is exchanged for Definitive Notes, redeemed, repurchased or
canceled, the principal amount of Notes represented by such Global Note shall be
reduced accordingly and an endorsement shall be made on such Global Note, by the
Trustee or the Note Custodian, at the direction of the Trustee, to reflect such
reduction.

                  (g) General Provisions Relating to Transfers and Exchanges.

                  (i) To permit registrations of transfers and exchanges, the
         Company and the Guarantors shall execute and the Trustee shall
         authenticate Definitive Notes and the Global Note at the Registrar's
         request.


                                      -18-
<PAGE>   26

                  (ii) No service charge shall be made to a Holder 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 charges payable upon
         exchange or transfer pursuant to Sections 3.07, 4.10, 4.15 and 9.05
         hereof).

                  (iii) The Registrar shall 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.

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

                  (v) The Company shall not be required:

                           (A) to issue, to register the transfer of or to
                  exchange 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; or

                           (B) to register the transfer of or to exchange any
                  Note so 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.

                  (vi) 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 and premium on such Notes, and neither the
         Trustee, any Agent nor the Company shall be affected by notice to the
         contrary.

                  (vii) The Trustee shall authenticate Definitive Notes and the
         Global Note in accordance with the provisions of Section 2.02 hereof.

SECTION 2.07.       REPLACEMENT NOTES.

                  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 shall issue and the Trustee,
upon the written order of the Company signed by one Officer of the Company,
shall authenticate a replacement Note if the Trustee's requirements and the
requirements of Section 8-405(a)(1) of the Uniform Commercial Code are met. If
required by the Trustee or the Company, an indemnity bond must be supplied by
the Holder that is sufficient in the reasonable 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 such Holder for its expenses in replacing a Note.

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


                                      -19-
<PAGE>   27

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.

                  If a Note is replaced pursuant to Section 2.07 hereof (other
than a mutilated Note surrendered for replacement), it ceases to be outstanding
unless the Trustee receives proof satisfactory to it that the replaced Note is
held by a bona fide purchaser. A mutilated Note ceases to be outstanding upon
surrender of such Note and replacement thereof pursuant to Section 2.07 hereof.

                  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 or a Restricted
Subsidiary) 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 shall be
deemed to be no longer outstanding and shall 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, by any Guarantor or by any Person directly or indirectly
controlling or controlled by or under direct or indirect common control with the
Company or any Guarantor, shall be considered as though not outstanding, except
that for the purposes of determining whether the Trustee shall be protected in
relying on any such direction, waiver or consent, only Notes that a Trustee
knows are so owned shall be so disregarded.

SECTION 2.10.       TEMPORARY NOTES.

                  Until definitive Notes are ready for delivery, the Company may
prepare and the Trustee shall authenticate temporary Notes upon a written order
of the Company signed by one Officer of the Company. Temporary Notes shall be
substantially in the form of definitive Notes but may have variations that the
Company considers appropriate for temporary Notes and as shall be reasonably
acceptable to the Trustee. Without unreasonable delay, the Company shall prepare
and the Trustee shall authenticate definitive Notes in exchange for temporary
Notes.

                  Holders of temporary Notes shall 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 shall forward to the Trustee any
Notes surrendered to them for registration of transfer, exchange or payment. The
Trustee and no one else shall cancel all Notes surrendered for registration of
transfer, exchange, payment, replacement or cancellation and shall dispose of
cancelled Notes in accordance with its customary procedures (subject to the
record retention requirements of the Exchange Act and the Trustee).
Certification of the destruction of all cancelled Notes shall be delivered to
the Company. The Company may not issue new Notes to replace Notes that it has
paid or that have been delivered to the Trustee for cancellation.


                                      -20-
<PAGE>   28

SECTION 2.12.       DEFAULTED INTEREST.

                  If the Company or any Guarantor defaults in a payment of
interest on the Notes, it shall 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 shall 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 shall fix or
cause to be fixed each such special record date and payment date, provided that
no such special record date shall 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) shall 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 Securities may use CUSIP numbers
(if then generally in use) and, if so, the Trustee shall use CUSIP numbers in
notices of redemption as a convenience to Holders; provided that any such notice
may state that no representation is made as to the correctness of such numbers
either as printed on the Securities or a contained in any notice of a redemption
and that reliance may be placed only on the other identification numbers printed
on the Securities, 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.

                                    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 shall furnish to the Trustee,
at least 45 days (unless the Trustee consents to a shorter period) but not more
than 60 days before a redemption date, an Officer's Certificate setting forth
(i) the clause of this Indenture pursuant to which the redemption shall occur,
(ii) the redemption date, (iii) the principal amount of Notes to be redeemed and
(iv) the redemption price.

SECTION 3.02.       SELECTION OF NOTES TO BE REDEEMED.

                  If less than all of the Notes are to be redeemed at any time,
the Trustee shall select the Notes to be redeemed among the Holders of the Notes
in compliance with the requirements of the principal national securities
exchange, if any, on which the Notes are listed or, if the Notes are not so
listed, on a pro rata basis, by lot or such method as the Trustee shall deem
fair and appropriate. In the event of partial redemption by lot, the particular
Notes to be redeemed shall be selected, unless otherwise provided herein, not
less than 30 nor more than 60 days prior to the redemption date by the Trustee
from the outstanding Notes not previously called for redemption.

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


                                      -21-
<PAGE>   29

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 shall mail
or cause to be mailed, by first class mail, a notice of redemption to each
Holder whose Notes are to be redeemed at its registered address.

                  The notice shall identify the Notes to be redeemed (including
the CUSIP number(s)) and shall state:

                  (a) the redemption date;

                  (b) the redemption price and the amount of accrued interest;

                  (c) if any Note is being redeemed in part, the portion of the
         principal amount of such Note to be redeemed and that, after the
         redemption date upon surrender of such Note, a new Note or Notes in
         principal amount equal to the unredeemed portion shall be issued upon
         cancellation of the original Note;

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

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

                  (f) that, unless the Company defaults in making such
         redemption payment, interest on Notes called for redemption ceases to
         accrue on and after the redemption date;

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

                  (h) that no representation is made as to the correctness or
         accuracy of the CUSIP number, if any, listed in such notice or printed
         on the Notes; and

                  (i) if fewer than all the Notes are to be redeemed, the
         identification of the particular Notes (or portions thereof) to be
         redeemed as well as the aggregate principal amount of Notes to be
         redeemed and the aggregate principal amount of Notes to be outstanding
         after such partial redemption.

                  At the Company's request, the Trustee shall give the notice of
redemption in the Company's name and at its expense; provided, however, that the
Company shall have delivered to the Trustee, at least 45 days prior to the
redemption date, an Officer's 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.

                  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 PRICE.

                  On or before 10:00 a.m. Eastern Time on the redemption date,
the Company shall deposit with the Trustee or with the Paying Agent money
sufficient to pay the redemption price of and accrued interest on all Notes to
be redeemed on that date. The Trustee or the Paying Agent shall promptly return
to the Company any money


                                      -22-
<PAGE>   30

deposited with the Trustee or the Paying Agent by the Company in excess of the
amounts necessary to pay the redemption price of, and accrued interest on, all
Notes to be redeemed.

                  If the Company complies with the provisions of the preceding
paragraph, on and after the redemption date, interest shall cease to accrue on
the Notes or the portions of Notes called for redemption whether or not such
Notes are presented for payment. If a Note is redeemed on or after an interest
record date but on or prior to the related interest payment date, then any
accrued and unpaid interest shall be paid to the Person in whose name such Note
was registered at the close of business on such record date. If any Note called
for redemption shall not be so paid upon surrender for redemption because of the
failure of the Company to comply with the preceding paragraph, interest shall be
paid on the unpaid principal from the redemption date until such principal is
paid, and, to the extent lawful, on any interest not paid on such unpaid
principal, in each case at the rate provided in the Notes and in Section 4.01
hereof.

SECTION 3.06.       NOTES REDEEMED IN PART.

                  Upon surrender of a Note that is redeemed in part, the Company
shall issue and, upon the Company's written request, the Trustee shall
authenticate for the Holder at the expense of the Company a new Note equal in
principal amount to the unredeemed portion of the Note surrendered.

SECTION 3.07.       OPTIONAL REDEMPTION.

                  The Company may redeem the Notes in whole or in part, in an
aggregate minimum principal amount of $10.0 million and integral multiples of
$10.0 million, at a redemption price equal to 100% of the aggregate principal
amount thereof, plus accrued and unpaid interest thereon to the redemption date.

                  For purposes of this Article 3, a repurchase by the Company or
a Restricted Subsidiary of the Notes in open market purchase transactions shall
not be deemed to be a redemption.

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

SECTION 3.08.       MANDATORY REDEMPTION.

                  Except as set forth under Sections 4.10 and 4.15 hereof, the
Company shall not be required to make mandatory redemption or sinking fund
payments with respect to the Notes.

SECTION 3.09.       OFFER TO PURCHASE BY APPLICATION OF AVAILABLE PROCEEDS
                    AMOUNT.

                  In the event that, pursuant to Section 4.10 hereof, the
Company shall be required to commence an offer to all Holders to purchase Notes,
it shall follow the procedures specified below.

                  The Asset Sale Offer shall remain open for a period of 20
Business Days following its commencement and no longer, except to the extent
that a longer period is required by applicable law (the "Offer Period"). No
later than five Business Days after the termination of the Offer Period (the
"Purchase Date"), the Company shall purchase the principal amount of Notes
required to be purchased pursuant to Section 4.10 hereof (the "Offer Amount")
or, if less than the Offer Amount has been tendered, all Notes tendered in
response to the Asset Sale Offer. Payment for any Notes so purchased shall 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 shall 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 shall be
payable to Holders who tender Notes pursuant to the Asset Sale Offer.


                                      -23-
<PAGE>   31

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

                  (a) 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 shall remain open;

                  (b) the Offer Amount, the purchase price, the amount of
         accrued and unpaid interest as of the Purchase Date and the Purchase
         Date;

                  (c) that any Note not tendered or accepted for payment shall
         continue to accrete or accrue interest;

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

                  (e) that Holders electing to have a Note purchased pursuant to
         an Asset Sale Offer may only elect to have all of such Note purchased
         and may not elect to have only a portion of such Note purchased;

                  (f) that Holders electing to have a Note purchased pursuant to
         any Asset Sale Offer shall 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 the Note 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;

                  (g) that Holders shall 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 or her election to have such Note purchased;

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

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

                  On the Purchase Date for any Asset Sale Offer, the Company
shall (i) accept for payment the maximum principal amount of Notes tendered
pursuant to such Asset Sale Offer that can be purchased out of the Available
Proceeds Amount from such Asset Sales, (ii) deposit with the Paying Agent the
aggregate purchase price of all Notes accepted for payment and any accrued and
unpaid interest on such Notes as of the Purchase Date, and (iii) deliver or
cause to be delivered to the Trustee all Notes tendered pursuant to the Asset
Sale Offer. If less than all Notes tendered pursuant to any Asset Sale Offer are
accepted for payment by the Company for any reason, selection of the Notes to be
purchased by the Trustee shall be in compliance with the requirements of the
principal national securities exchange, if any, on which the Notes are listed
or, if the Notes are not so listed, by lot or by such method as the Trustee
shall deem fair and appropriate; provided that Notes accepted for payment in
part shall only be purchased in integral multiples of $1,000. The Paying Agent
shall promptly mail to each Holder of Notes accepted for payment an amount equal
to the purchase price for such Notes plus any accrued and unpaid interest, and


                                      -24-
<PAGE>   32

the Trustee shall promptly authenticate and mail to such Holder of Notes
accepted for payment in part a new Note equal in principal amount to any
unpurchased portion of the Notes, and any Note not accepted for payment in whole
or in part shall be promptly returned to the Holder of such Note. On and after a
Purchase Date, interest shall cease to accrue on the Notes accepted for payment.
The Company shall announce the results of the Offer to Holders of the Notes on
or as soon as practicable after 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.

                                    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 on the Notes on the dates and in the manner
provided in the Notes. Principal, premium, if any, and interest shall be
considered paid on the date due if the Paying Agent, if other than the Company
or any Guarantor, 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 interest on overdue principal at the
rate equal to the rate set forth in the Notes to the extent lawful; it shall pay
interest on overdue installments of interest (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 shall fail to maintain any such required office or agency or
shall fail to furnish the Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the 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 shall in any manner
relieve the Company of its obligation to maintain an office or agency in the
Borough of Manhattan, the City of New York for such purposes. The Company shall
give prompt written notice to the Trustee of any such designation or rescission
and of any change in the location of any such other office or agency.

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

SECTION 4.03.       REPORTS.

                  Whether or not required by the rules and regulations of the
SEC, so long as any Notes are outstanding, the Company shall furnish to the
Trustee (i) 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 thereon by the Company's certified
independent accountants


                                      -25-
<PAGE>   33

and (ii) 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. 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 upon Officers'
Certificates).

SECTION 4.04.       COMPLIANCE CERTIFICATE.

                  (a) The Company shall deliver to the Trustee, within 120 days
after the end of each fiscal year, an Officer's Certificate stating that a
review of the activities of the Company and its Subsidiaries during the
preceding fiscal year has been made under the supervision of the signing Officer
with a view to determining whether each of the Company and the Guarantors has
kept, observed, performed and fulfilled its obligations under this Indenture,
and further stating, as to such Officer signing such certificate, that to the
best of his or her knowledge each of the Company and the Guarantors 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 shall have 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 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) The Company shall, so long as any of the Notes are
outstanding, deliver to the Trustee, forthwith upon any Officer of the Company
or any Guarantor becoming aware of any Default or Event of Default, an Officer's
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.       PAYMENT OF TAXES AND OTHER CLAIMS; MAINTENANCE OF
                    PROPERTIES; INSURANCE; BOOKS AND RECORDS.

                  (a) The Company shall pay or discharge and cause each of its
Subsidiaries to pay or discharge, before the same shall become delinquent, (i)
all taxes, assessments and governmental charges levied or imposed upon it or any
of its Subsidiaries or upon the income, profits, property or assets of it or any
of the Subsidiaries and (ii) all lawful claims for labor, materials and supplies
which, in each case, if unpaid, might by law become a Lien upon the property or
assets of it or any of the Restricted Subsidiaries; provided, however, that,
subject to the terms of the applicable Security Documents, the Company shall not
be required to pay or discharge or cause its Restricted Subsidiaries to pay or
discharge any such tax, assessment, charge or claim whose amount, applicability
or validity is being contested in good faith by appropriate proceedings and for
which disputed amounts adequate reserves have been made in accordance with GAAP.

                  (b) Subject to, and in compliance with, the provisions of
Section 11.03 and 11.04 and to the provisions of the applicable Security
Documents, the Company shall cause all properties used or useful in the conduct
of its business or the business of any of the Restricted Subsidiaries to be
maintained and kept in good condition,


                                      -26-
<PAGE>   34

repair and working order (ordinary wear and tear excepted) and supplied with all
necessary equipment and shall cause to be made all necessary repairs, renewals,
replacements, betterments and improvements thereto.

                  (c) The Company shall maintain, and shall cause the Restricted
Subsidiaries to maintain, subject to the provisions of the applicable Security
Documents, insurance with responsible carriers against such risks and in such
amounts, and with such deductibles, retentions, self-insured amounts and
co-insurance provisions, as are customarily carried by similar businesses of
similar size, including property and casualty loss, comprehensive general
liability, workers' compensation and interruption of business insurance.

                  (d) The Company shall, and shall cause each of its Restricted
Subsidiaries to, keep proper books of record and account, in which full and
correct entries shall be made of all financial transactions and the assets and
business of the Company and each of its Restricted Subsidiaries, in accordance
with GAAP.

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 shall not, by resort to any such law, hinder, delay or impede
the execution of any power herein granted to the Trustee, but shall suffer and
permit the execution of every such power as though no such law has been enacted.

SECTION 4.07.       RESTRICTED PAYMENTS.

                  Except as contemplated by the Plan of Reorganization, the
Company shall not, and shall not permit any of its Restricted Subsidiaries to,
directly or indirectly: (i) declare or pay any dividend or make any other
payment or distribution on account of the Company's Equity Interests (other than
dividends or distributions payable in Equity Interests (other than Disqualified
Stock) of the Company); (ii) purchase, redeem, defease or otherwise acquire or
retire for value any Equity Interests of the Company or any direct or indirect
parent of the Company; (iii) make any principal payment on, or purchase, redeem,
defease or otherwise acquire or retire for value any Subordinated Indebtedness,
except at final maturity or scheduled installment or sinking fund payments; or
(iv) make any Restricted Investment (all such payments and other actions set
forth in clauses (i) through (iv) above being collectively referred to as
"Restricted Payments"), unless, at the time of and after giving effect to such
Restricted Payment:

                  (a) no Default or Event of Default shall have occurred and be
         continuing or would occur as a consequence thereof;

                  (b) the Company would, at the time of such Restricted Payment
         and immediately 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 Section 4.09 hereof; and

                  (c) the amount of such Restricted Payment, together with the
         aggregate amount of all other Restricted Payments made by the Company
         and its Restricted Subsidiaries after the date hereof (including
         Restricted Payments permitted by clauses (i), (iv), (vi) and (viii) of
         the next succeeding paragraph, but excluding all other Restricted
         Payments permitted by the next succeeding paragraph), is less than the
         sum of (i) 50% of the Consolidated Net Income of the Company for the
         period (taken as one accounting period) from July 1, 2001 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 (ii) 100% of the aggregate
         net cash proceeds received by the Company from the issue or sale since
         the Effective Date of Equity Interests of the Company


                                      -27-
<PAGE>   35

         (including the net cash proceeds of any exercise or conversion payments
         with respect to Equity Interests) or of Disqualified Stock or debt
         securities of the Company that have been converted into such Equity
         Interests (other than Equity Interests, Disqualified Stock or
         convertible debt securities of the Company sold to a Restricted
         Subsidiary of the Company and other than Disqualified Stock or debt
         securities that have been converted into Disqualified Stock), plus
         (iii) 100% of the aggregate amounts contributed to the capital of the
         Company since the Effective Date, plus (iv) to the extent that any
         Restricted Investment that was made after the Effective Date was sold
         for cash or was repaid, the lesser of (A) the cash return of capital
         with respect to such Restricted Investment (less the cost of
         disposition, if any) and (B) the initial amount of such Restricted
         Investment, plus (v) without duplication, to the extent that any
         Unrestricted Subsidiary is or was designated by the Company as a
         Restricted Subsidiary, an amount equal to the lesser of (A) the net
         book value of the Company's Investment in such Unrestricted Subsidiary
         at the time of such designation and (B) the Fair Market Value of such
         Investment at the time of such designation, plus (vi) 50% of any cash
         dividends received by the Company or a Restricted Subsidiary of the
         Company (except to the extent that such dividends were already included
         in Consolidated Net Income and, in the case of a Restricted Subsidiary,
         only to the extent of the Company's ownership interest in such
         Restricted Subsidiary) after the Effective Date from an Unrestricted
         Subsidiary of the Company.

                  The foregoing provisions shall not prohibit:

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

                  (ii) the redemption, repurchase, retirement or other
         acquisition of any Equity Interests of the Company or any Restricted
         Subsidiary or any Subordinated Indebtedness of the Company in exchange
         for, or out of the proceeds of, the substantially concurrent sale
         (other than to a Restricted Subsidiary of the Company) of Equity
         Interests of the Company (other than any Disqualified Stock); provided
         that the amount of any such net cash proceeds that are utilized for any
         such redemption, repurchase, retirement or other acquisition shall be
         excluded from clause (c)(ii) of this Section;

                  (iii) the defeasance, redemption, repurchase, retirement or
         other acquisition of Subordinated Indebtedness with the net cash
         proceeds from an incurrence of Permitted Refinancing Indebtedness;

                  (iv) the repurchase of Subordinated Indebtedness in the event
         of an Asset Sale or Change of Control as long as the Company complied
         with the provisions of Section 4.10 or Section 4.15, as applicable;

                  (v) repurchases of Equity Interests deemed to occur upon
         exercise of stock options if such Equity Interests represent a portion
         of the exercise price of such options;

                  (vi) repurchases or redemptions of Equity Interests held by
         officers or employees or former officers or employees of the Company or
         any Restricted Subsidiary pursuant to any employment agreement or other
         written agreement, in an aggregate amount not to exceed $2.0 million in
         any fiscal year, and any such repurchases or redemptions funded by life
         insurance proceeds received by the Company upon the death of an insured
         officer or employee;

                  (vii) the acquisition by the Company of Equity Interests
         previously issued and delivered to an escrow agent pursuant to an
         escrow agreement or previously issued but never delivered pursuant to
         contingent or "earn-out" payments, in each case in connection with
         acquisition agreements of the Company or any Subsidiary;


                                      -28-
<PAGE>   36

                  (viii) the payment of any dividend on, or the redemption of,
         any series of Preferred Stock of the Company; provided that (other than
         in the case of a dividend payable solely in Equity Interests of the
         Company) the Fixed Charge Coverage Ratio for the Company for the most
         recently ended four full fiscal quarters for which internal financial
         statements are available immediately preceding the date of such
         payment, redemption, repurchase, retirement or other acquisition would
         have been at least 2.0 to 1.0 determined on a pro forma basis, as if
         such payment, redemption, repurchase, retirement or other acquisition,
         together with any other payments, redemptions, repurchases, retirements
         and other acquisitions permitted by this clause (viii) occurring during
         the preceding twelve-month period, had occurred at the beginning of the
         applicable four-quarter period;

                  (ix) guarantees of obligations of Unrestricted Subsidiaries or
         Permitted Joint Ventures by the Company or a Restricted Subsidiary
         (other than Obligations constituting Indebtedness of the Company or a
         Restricted Subsidiary) to the extent that a cash Investment by the
         Company or such Restricted Subsidiary would be permitted in such
         Unrestricted Subsidiaries under this covenant; provided, however, that
         the extension of any such guarantees shall be deemed to be an
         Investment by the Company or such Restricted Subsidiary in an amount
         equal to the Obligations subject to the guarantees and shall be deemed
         to be made at the time of such extension; and

                  (x) the making of other Restricted Payments not to exceed
         $10.0 million in the aggregate from and after the Effective Date;

provided, further, that at the time of, and after giving effect to, any
Restricted Payment permitted under clauses (iv), (v), (viii) or (ix) above, no
Default or Event of Default shall have occurred and be continuing or would occur
as a consequence thereof; and provided, further, that for purposes of
determining the aggregate amount expended for Restricted Payments in accordance
with clause (c) of this Section, only the amounts expended under clauses (i),
(iv), (vi) and (viii) shall be included.

                  As of the date hereof, all of the Company's Subsidiaries shall
be Restricted Subsidiaries. The Company shall not permit any Unrestricted
Subsidiary to become a Restricted Subsidiary except pursuant to the last
sentence of the definition of "Unrestricted Subsidiary." For purposes of
designating any Restricted Subsidiary as an Unrestricted Subsidiary, all
outstanding Investments by the Company and its Restricted Subsidiaries (except
to the extent repaid) in the Subsidiary so designated shall be deemed to be
Restricted Payments in an amount equal to the Fair Market Value of such
Investment at the time of such designation. Such designation shall only be
permitted if a Restricted Payment in such amount would be permitted to be made
at such time and if such Subsidiary otherwise meets the definition of an
Unrestricted Subsidiary. Unrestricted Subsidiaries shall not be subject to any
of the covenants set forth in this Article 4.

                  The amount of all Restricted Payments (other than cash) shall
be the Fair Market Value (evidenced by a resolution of the Board of Directors
set forth in an Officer's Certificate delivered to the Trustee) on the date of
the Restricted Payment of the asset(s) proposed to be transferred by the Company
or such Restricted Subsidiary, as the case may be, pursuant to the Restricted
Payment. Not later than the date of making any Restricted Payment with a Fair
Market Value in excess of $5.0 million, the Company shall deliver to the Trustee
an Officer's Certificate stating that such Restricted Payment is permitted and
setting forth the basis upon which the calculations required by this Section
4.07 were computed, which calculations may be based upon the Company's latest
available financial statements.

SECTION 4.08.       DIVIDEND AND OTHER PAYMENT RESTRICTIONS AFFECTING RESTRICTED
                    SUBSIDIARIES.

                  The Company shall not, and shall not permit any of its
Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or
suffer to exist or become effective any encumbrance or restriction on the
ability of any Restricted Subsidiary to (i)(a) pay dividends or make any other
distributions to the Company or any of its Restricted Subsidiaries (1) on its
Capital Stock or (2) with respect to any other interest or participation in, or
measured by, its profits, or (b) pay any indebtedness owed to the Company or any
of its Restricted Subsidiaries, (ii) make loans or advances to the Company or
any of its


                                      -29-
<PAGE>   37

Restricted Subsidiaries or (iii) sell, lease or transfer any of its properties
or assets to the Company or any of its Restricted Subsidiaries, except for such
encumbrances or restrictions existing under or by reason of (a) Existing
Indebtedness as in effect on the date hereof, (b) the Senior Credit Facility as
in effect as of the date hereof, and any amendments, modifications,
restatements, renewals, increases, supplements, refundings, replacements or
refinancings thereof, in whole or in part, provided that such amendments,
modifications, restatements, renewals, increases, supplements, refundings,
replacement or refinancings are no more restrictive in any material respect with
respect to such dividend and other payment restrictions than those contained in
the Senior Credit Facility as in effect on the date hereof, (c) this Indenture,
the Notes and the Security Documents, (d) applicable law, (e) Indebtedness or
Capital Stock of a Person acquired by the Company or any of its Restricted
Subsidiaries as in effect at the time of such acquisition (except to the extent
such Indebtedness was incurred in connection with or in contemplation of such
acquisition), which encumbrance or restriction is not applicable to any Person,
or the properties or assets of any Person, other than the Person, or the
property or assets of the Person, so acquired, provided that, in the case of
Indebtedness, such Indebtedness was permitted by the terms of this Indenture to
be incurred, (f) nonassignment or net worth maintenance provisions in leases
entered into in the ordinary course of business, (g) purchase money obligations
for property acquired in the ordinary course of business that impose
restrictions of the nature described in clause (iii) above on the property so
acquired, or (h) Permitted Refinancing Indebtedness; provided that the
restrictions contained in the agreements governing such Permitted Refinancing
Indebtedness are no more restrictive in any material respect than those
contained in the agreements governing the Indebtedness being refinanced.

SECTION 4.09.       INCURRENCE OF INDEBTEDNESS AND ISSUANCE OF DISQUALIFIED
                    STOCK.

                  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" and
correlatively, an "incurrence" of) any Indebtedness (including Acquired Debt)
and the Company shall not issue any Disqualified Stock and shall not permit any
of its Restricted Subsidiaries to issue any shares of Preferred Stock; provided,
however, that the Company may incur Indebtedness (including Acquired Debt) or
issue shares of Disqualified Stock if the Fixed Charge Coverage Ratio for the
Company for the most recently ended four full fiscal quarters for which internal
financial statements are available immediately preceding the date of such
incurrence would have been at least 2.0 to 1.0 determined on a Pro Forma Basis.

                  The foregoing provisions shall not apply to:

                  (a) the incurrence by the Company or any of its Restricted
         Subsidiaries of Indebtedness under the Senior Credit Facility and
         Guarantees thereof by the Guarantors so long as, immediately after any
         such incurrence, the aggregate principal amount outstanding under the
         Senior Credit Facility (together with any Permitted Refinancing
         Indebtedness incurred to refund, replace or refinance any Indebtedness
         incurred pursuant to the Senior Credit Facility) pursuant to this
         paragraph (a) does not exceed an amount equal to $200.0 million, less
         the aggregate amount of all Loan Reductions;

                  (b) the incurrence by the Company or any of its Restricted
         Subsidiaries of Indebtedness represented by the Notes and the
         Subsidiary Guarantees in an amount not to exceed $34.0 million;

                  (c) Guarantees by the Company or a Guarantor of Indebtedness
         incurred by the Company or a Restricted Subsidiary of the Company so
         long as the incurrence of such Indebtedness by the primary obligor
         thereon was permitted under the terms of this Indenture;

                  (d) the incurrence by the Company or a Restricted Subsidiary
         of the Company of intercompany Indebtedness between or among the
         Company and any of its Restricted Subsidiaries; provided, however, that
         (i) all such intercompany Indebtedness is expressly subordinate to the
         prior payment in full of all


                                      -30-
<PAGE>   38

         Obligations with respect to the Notes and the Subsidiary Guarantees and
         (ii)(A) any subsequent issuance or transfer of Equity Interests that
         results in any such intercompany Indebtedness being held by a Person
         other than the Company or a Restricted Subsidiary and (B) any sale or
         transfer of any such intercompany Indebtedness to a Person that is not
         either the Company or a Restricted Subsidiary of the Company shall 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
         is not permitted by this clause (d);

                  (e) the incurrence by the Company or any Restricted Subsidiary
         of Indebtedness (including reimbursement obligations relating thereto)
         in respect of bid, payment or performance bonds, bankers' acceptances,
         letters of credit and surety or appeal bonds, or guarantees of such
         obligations of others, in the ordinary course of business;

                  (f) the issuance by a Restricted Subsidiary of the Company of
         any shares of Preferred Stock to the Company or any of its Restricted
         Subsidiaries; provided, however, that (i) all such Preferred Stock is
         expressly subordinate to the prior payment in full of all Obligations
         with respect to the Notes and the Subsidiary Guarantees and (ii)(A) any
         subsequent issuance or transfer of Equity Interests that results in any
         such Preferred Stock being held by a Person other than the Company or a
         Restricted Subsidiary and (B) any sale or transfer of any such shares
         of Preferred Stock to a Person that is not either the Company or a
         Restricted Subsidiary of the Company shall be deemed, in each case, to
         constitute an issuance of such Preferred Stock by such Restricted
         Subsidiary that is not permitted by this clause (f);

                  (g) Hedging Obligations of the Company or a Restricted
         Subsidiary that are incurred (i) for the purpose of fixing or hedging
         interest rate risk with respect to any Indebtedness that is permitted
         by the terms of this Indenture to be outstanding or (ii) for the
         purpose of fixing or hedging currency exchange rate risk with respect
         to any currency exchanges or commodity price risk with respect to
         commodities utilized by the Company in the ordinary course of business;

                  (h) subject to paragraph (a) above, 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
         extend, refinance, renew, replace, defease or refund, Indebtedness that
         was permitted by this Indenture to be incurred;

                  (i) the incurrence of Indebtedness (but excluding any funded
         Indebtedness) arising from agreements providing for indemnification,
         adjustment of purchase price or similar Obligations, incurred or
         assumed in connection with the acquisition or disposition of any
         business by the Company or any Restricted Subsidiary;

                  (j) the incurrence of any Acquired Debt in an aggregate
         principal amount permitted solely by this clause (j) not to exceed
         $25.0 million at any one time outstanding;

                  (k) Capital Lease Obligations and Purchase Money Indebtedness
         of the Company or any of its Restricted Subsidiaries (including any
         Permitted Refinancing Indebtedness incurred to refund, replace or
         refinance any Capital Lease Obligations or Purchase Money Indebtedness
         incurred pursuant to this clause (k)) not to exceed $10.0 million at
         any one time outstanding;

                  (l) the incurrence by the Company and any of its Restricted
         Subsidiaries of Indebtedness in an amount not to exceed $8.0 million;
         and

                  (m) additional Indebtedness of the Company and the Restricted
         Subsidiaries at any time outstanding equal to, if positive, (i) $34.0
         million, less (ii) the sum of (A) the principal amount of the Notes
         then outstanding plus (B) the principal amount of any Permitted
         Refinancing Indebtedness incurred by the


                                      -31-
<PAGE>   39

         Company, the proceeds of which are or were used to redeem or repurchase
         Notes, and which Permitted Refinancing Indebtedness is incurred by the
         Company solely by reason of paragraph (h) above.

For purposes of determining compliance with this Section 4.09, the accrual of
interest and the accretion of accreted value will not be deemed to be an
incurrence of Indebtedness.

                  Notwithstanding anything to the contrary in this Section 4.09,
the Company and the Restricted Subsidiaries shall comply with Section 4.16
hereof.

                  Neither the Company nor any Guarantor shall, directly or
indirectly, incur any Indebtedness which by its terms (or by the terms of any
agreement governing such Indebtedness) is subordinate in right of payment to any
other Indebtedness of the Company or such Guarantor, as the case may be, unless
such Indebtedness is also by its terms (or by the terms of any agreement
governing such Indebtedness) made expressly subordinate in right of payment to
the Notes and the Subsidiary Guarantees pursuant to subordination provisions
that are substantially identical to the subordination provisions of such other
Indebtedness (or any agreement governing such Indebtedness) that are most
favorable to the holders of any other Indebtedness of the Company.

SECTION 4.10.       ASSET SALES.

                  The Company shall not, and shall not permit any of its
Restricted Subsidiaries to, cause or make an Asset Sale unless (i) the Company
(or the Restricted Subsidiary, as the case may be) receives consideration at the
time of such Asset Sale at least equal to the Fair Market Value (evidenced by a
resolution of the Board of Directors, which in the case of an Asset Sale with a
Fair Market Value exceeding $5.0 million, shall be set forth in an Officer's
Certificate delivered to the Trustee) of the assets or Equity Interests issued
or sold or otherwise disposed of, (ii) at least 75% of the consideration
therefor received by the Company or such Restricted Subsidiary is in the form of
Cash Equivalents; provided that the amount of (A) any liabilities (as shown on
the Company's or such Restricted Subsidiary's most recent 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 Guarantee
thereof) 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 notes or other obligations
received by the Company or any such Restricted Subsidiary from such transferee
that are immediately converted by the Company or such Restricted Subsidiary into
cash (to the extent of the cash received), shall be deemed to be cash for
purposes of this clause (ii), and (iii) the Company or such Restricted
Subsidiary shall apply the Net Proceeds of such Asset Sale within 270 days of
receipt thereof as follows:

                  (a) to the extent such Net Proceeds are received from an Asset
         Sale not involving the sale, transfer or disposition of Collateral
         ("Non-Collateral Proceeds") or such proceeds are received from an Asset
         Sale involving the sale, transfer or disposition of Collateral that is
         subject to a Prior Lien ("Prior Lien Collateral Proceeds"), to satisfy
         all mandatory repayment obligations of any Indebtedness secured by the
         assets involved in such Asset Sale together with a concomitant
         permanent reduction in the amount of such Indebtedness (including a
         permanent reduction in committed amounts therefor in the case of any
         revolving credit facility so repaid); and

                  (b) with respect to any Non-Collateral Proceeds or Prior Lien
         Collateral Proceeds remaining after application pursuant to the
         preceding paragraph (a) above and any Net Proceeds received from an
         Asset Sale involving the sale, transfer or disposition of Collateral
         not subject to the provisions of paragraph (a) above ("Collateral
         Proceeds," and, together with such remaining Non-Collateral Proceeds
         and Prior Lien Collateral Proceeds, the "Available Proceeds Amount"),
         the Company shall make an offer to purchase (the "Asset Sale Offer")
         from all Holders up to a maximum principal amount (expressed as an
         integral multiple of $1,000) of Notes equal to the Available Proceeds
         Amount at a purchase price in cash equal to 100% of the principal
         amount thereof plus accrued and unpaid interest thereon, if any, to the
         date fixed for such purchase in accordance with the procedures set
         forth herein; provided that the Company will not be required to


                                      -32-
<PAGE>   40

         apply pursuant to this paragraph (b) Net Proceeds received from any
         Asset Sale if, and only to the extent that, such Net Proceeds are
         applied (or, in the case of clauses (i) or (ii) below, the Company (or
         such Restricted Subsidiary) enters into a binding, definitive agreement
         to apply) within 270 days of such Asset Sale the Net Proceeds from such
         Asset Sale (i) to the acquisition of a controlling interest in any one
         or more businesses, to the making of a capital expenditure (including
         the construction or improvement of properties and capital assets) or
         the acquisition of long-term assets, in each case, that is engaged in
         or that is used or useful in a Principal Business and/or (ii) to an
         investment in properties or assets that replace the properties and
         assets that are the subject of such Asset Sale (collectively, clause
         (i) and (ii) of this paragraph, a "Permitted Related Acquisition")
         and/or (iii) to permanently reduce Obligations under the Senior Credit
         Facility (and to correspondingly reduce commitments with respect
         thereto) and, if the Net Proceeds so invested in such Permitted Related
         Acquisition included Collateral Proceeds or Prior Lien Collateral
         Proceeds, the property and assets constituting such Permitted Related
         Acquisition and any non-cash consideration received as a result of such
         Asset Sale are made subject to the Lien securing the Notes in the
         manner contemplated in Section 11.05 hereof and the Security Documents.

                  If at any time any non-cash consideration received by the
Company or any Restricted Subsidiary of the Company, as the case may be, in
connection with any Asset Sale is converted into or sold or otherwise disposed
of for cash, then such conversion or disposition shall be deemed to constitute
an Asset Sale hereunder and the Net Proceeds thereof shall be applied in
accordance with this Section 4.10. The Company may defer the Asset Sale Offer
until there is an aggregate unutilized Available Proceeds Amount in excess of
$10.0 million resulting from one or more Asset Sales at which time the entire
unutilized Available Proceeds Amount, and not just the amount in excess of $10.0
million, shall be applied to the Asset Sale Offer. The Company shall commence an
Asset Sale Offer within ten Business Days after the date the unutilized
Available Proceeds Amount exceeds $10.0 million by mailing the notice required
pursuant to the terms of this Indenture, with a copy to the Trustee. To the
extent that the aggregate amount of Notes tendered pursuant to an Asset Sale
Offer exceeds the unutilized Available Proceeds Amount, the Trustee shall select
the Notes to be purchased on a pro rata basis. Upon completion of any such Asset
Sale Offer, the unutilized Available Proceeds Amount shall be reset to zero.

                  Notwithstanding any other provision of this covenant, in the
event of an Asset Sale by the Company or any Restricted Subsidiary of (i)
Southern Recycling, L.L.C. that is consummated prior to such time when Southern
Recycling, L.L.C. becomes a Subsidiary of the Company or any Restricted
Subsidiary, (ii) the property located at 18899 Snow Road in Brook Park, Ohio and
owned by Metal Management Ohio, Inc., or (iii) the property located at 1509 West
Cortland Street in Chicago, Illinois, such Asset Sale shall not be subject to,
or otherwise required to comply with, clauses (i) or (ii) of the first paragraph
of this Section 4.10; provided, however, such Asset Sale shall be subject to,
and otherwise required to comply with, all other provisions of this Section
4.10. From and after such time when Southern Recycling, L.L.C. becomes a
Subsidiary of the Company or a Restricted Subsidiary, an Asset Sale relating to
Southern Recycling, L.L.C. shall be subject to and in compliance with all of the
provisions described under this Section 4.10.

                  To the extent the Senior Bank Debt is secured by a Lien on the
unutilized Available Proceeds Amount, the Notes shall be secured by a Lien on
such unutilized Available Proceeds Amount (which Lien shall be junior and
subordinated to the Lien securing the Senior Bank Debt) and such unutilized
Available Proceeds Amount shall constitute Collateral in accordance with the
Security Documents. To the extent such Lien shall be released under the terms of
the Senior Credit Facility, the Liens in favor of the Trustee and the Holders on
such Available Proceeds Amount shall be released, and the unutilized Available
Proceeds Amount may be applied for any purpose not prohibited by this Indenture.

                  The Company will comply with the requirements of Rule 14e-1
under the Exchange Act and any other securities laws and regulations thereunder
to the extent such laws and regulations are applicable in connection with the
repurchase of the Notes as a result of an Asset Sale. To the extent that the
provisions of any securities laws or regulations conflict with the Asset Sale
provisions of this Indenture, the Company shall comply with the applicable
securities laws and regulations and shall not be deemed to have breached its
obligations under the Asset Sales provisions by virtue thereof.


                                      -33-
<PAGE>   41

SECTION 4.11.       TRANSACTIONS WITH AFFILIATES.

                  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 contract, agreement,
understanding, loan, advance or guarantee with, or for the benefit of, any
Affiliate (each of the foregoing, an "Affiliate Transaction"), unless (i) such
Affiliate Transaction is on terms that are no less favorable to the Company or
the relevant Restricted Subsidiary than those that might reasonably have been
obtained in a comparable transaction by the Company or such Restricted
Subsidiary with an unrelated Person and (ii) the Company delivers to the Trustee
(a) with respect to any Affiliate Transaction or series of related Affiliate
Transactions involving aggregate consideration in excess of $2.0 million, a
certificate of the Chief Executive Officer of the Company certifying that such
Affiliate Transaction complies with clause (i) above, (b) 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 Officer's Certificate certifying that such Affiliate
Transaction complies with clause (i) above and that such Affiliate Transaction
has been approved by a majority of the disinterested members of the Board of
Directors and (c) with respect to any Affiliate Transaction or series of related
Affiliate Transactions involving aggregate consideration in excess of $10.0
million, an opinion as to the fairness to the Holders of the Notes of such
Affiliate Transaction from a financial point of view issued by an accounting,
appraisal or investment banking firm of national standing.

                  The foregoing provisions shall not apply to the following: (i)
transactions between or among the Company and/or any of its Restricted
Subsidiaries in which no Affiliate of the Company owns Capital Stock (other than
directors' qualifying shares); (ii) Restricted Payments or Permitted Investments
permitted under Section 4.07 hereof; and (iii) the payment of reasonable and
customary regular fees and compensation (including compensation payable in
Equity Interests) to, and indemnity provided on behalf of, officers, directors,
employees or consultants of the Company or any Subsidiary or Permitted Joint
Venture of the Company.

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
suffer to exist any Lien (i) upon any item of Collateral other than the Liens
created by the Notes, the Subsidiary Guarantees, this Indenture and the Security
Documents and the Permitted Liens (including, without limitation, the Liens
securing the Senior Bank Debt) and (ii) upon any other asset or property (other
than Real Property) now owned or hereafter acquired by the Company or any of its
Restricted Subsidiaries, which asset or property does not at such time
constitute Collateral, or any income or profits therefrom or assignment or
conveyance of any right to receive income therefrom, if, in the case of this
clause (ii), (a) such Lien secures obligations under any Subordinated
Indebtedness, unless the Notes are secured on a basis no less favorable than
such Subordinated Indebtedness is subordinated to the Notes with the obligations
so secured until such time as such obligations are no longer secured by a Lien
or (b) such Lien secures obligations under Pari Passu Indebtedness at a time
when the Senior Credit Facility is no longer in effect, unless the Notes are
secured on a basis that is pari passu with such Pari Passu Indebtedness so
secured until such time as such obligations are no longer secured by a Lien.

SECTION 4.13.       BUSINESS ACTIVITIES.

                  The Company shall not, and shall not permit any Restricted
Subsidiary to, engage in any business other than a Principal Business, except to
such extent as would not be material to the Company and its Restricted
Subsidiaries, taken as a whole.

SECTION 4.14.       CORPORATE EXISTENCE.

                  Subject to Article 5 hereof, each of the Company and the
Guarantors shall do or cause to be done all things necessary to preserve and
keep in full force and effect (i) its corporate existence, and the corporate,
partnership or other existence of each of its Restricted Subsidiaries, in
accordance with the respective organizational


                                      -34-
<PAGE>   42

documents (as the same may be amended from time to time) of the Company, such
Guarantor or any such Restricted Subsidiary and (ii) the rights (charter and
statutory), licenses and material franchises of the Company, the Guarantors and
any of their Restricted Subsidiaries; provided, however, that the Company and
the Guarantors shall not be required to preserve any such right, license or
franchise, or the corporate, partnership or other existence of any of their
Restricted 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 or such Guarantors as applicable and their Restricted Subsidiaries,
taken as a whole, and that the loss thereof is not adverse in any material
respect to the Holders of the Notes.

SECTION 4.15.       OFFER TO REPURCHASE UPON CHANGE OF CONTROL.

                  (a) Upon the occurrence of a Change of Control, and regardless
of the applicability of any other provision hereof, each Holder of Notes shall
have the right to require the Company to repurchase all or any part (of at least
$1,000 principal amount or an integral multiple thereof) of such Holder's Notes
pursuant to the offer described below (the "Change of Control Offer") at an
offer price in cash (the "Change of Control Payment") equal to 101% of the
aggregate principal amount thereof plus accrued and unpaid interest thereon to
the date of purchase. Within 30 days following a Change of Control, the Company
shall mail to each Holder of Notes at such Holder's registered address a notice
stating: (i) that an offer (an "Offer") is being made pursuant to this Section
4.15 as a result of a Change of Control, the length of time the Offer shall
remain open, and the maximum aggregate principal amount of Notes that will be
accepted for payment pursuant to such Offer; (ii) the purchase price, the amount
of accrued and unpaid interest as of the purchase date, and the purchase date
(which will be no earlier than 30 days or later than 60 days from the date such
notice is mailed) (the "Change of Control Payment Date"); (iii) the
circumstances and material facts regarding such Change of Control to the extent
known to the Company (including, but not limited to, information with respect to
pro forma and historical financial information after giving effect to such
Change of Control and information regarding the Person or Persons acquiring
control); (iv) that any Note not tendered will continue to accrue interest; (v)
that, unless the Company defaults in the payment of the Change of Control
Payment, all Notes accepted for payment pursuant to the Offer shall cease to
accrue interest after the Change of Control Payment Date; (vii) that Holders
electing to have any Notes purchased pursuant to an 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; (viii) that Holders shall 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 (ix) that Holders whose Notes are being purchased only in part
shall 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 such laws and regulations are applicable in connection with the
repurchase of Notes in connection with a Change of Control. To the extent that
the provision of any securities laws or regulations conflict with the Change of
Control Offer provisions herein, the Company shall comply with the applicable
securities laws and regulations and shall not be deemed to have breached its
obligation under this Section 4.15 by virtue thereof.

                  (b) On the Change of Control Payment Date, the Company shall,
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 thereof so tendered and (3) deliver or cause to be delivered
to the Trustee for cancellation the Notes so accepted together with an Officer's
Certificate stating the aggregate principal amount of Notes or portions thereof
being purchased by the Company. The Paying Agent shall promptly mail at the
expense of the Company to each Holder of Notes so tendered the Change of Control
Payment for such Notes, and the Trustee shall promptly authenticate and mail at
the expense of the Company (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 such new Note shall be in a


                                      -35-
<PAGE>   43

principal amount of $1,000 or an integral multiple thereof. The Company shall
publicly announce the results of the Change of Control Offer on or as soon as
practicable after the Change of Control Payment Date. Any amounts remaining
after the purchase of Notes pursuant to the Change of Control Offer shall be
promptly returned by the Paying Agent to the Company.

                  (c) The Company shall 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 herein applicable to a Change of Control Offer made by
the Company and purchases all Notes validly tendered and not withdrawn under
such Change of Control Offer.

SECTION 4.16.       Limitation on incurrence of pari passu indebtedness.

                  So long as the Senior Credit Facility is outstanding and is
secured by any interest in Real Property (other than fixtures) of the Company or
any Restricted Subsidiary, the Company will not, and will not permit any of its
Restricted Subsidiaries to, incur any Pari Passu Indebtedness, unless prior to
such incurrence of Pari Passu Indebtedness, (i) the Company executes and
delivers and causes the Restricted Subsidiaries to execute and deliver Mortgages
granting a Security Interest in, and valid mortgage Lien upon, all of the Real
Property of the Company and the Restricted Subsidiaries that from time to time
secures the Senior Bank Debt, which Security Interest shall be superior and
prior to the rights of all other Persons (including, without limitation, the
holders of any Pari Passu Indebtedness incurred pursuant to the provisions of
this Section 4.16) in such Real Property other than Prior Liens, (ii) the
Company files, records and registers and causes the Restricted Subsidiaries to
file, record and register all filings, recordings and registrations necessary or
reasonably requested by the Trustee at the direction of the Holders of the Notes
to create, preserve, protect and perfect the Security Interest intended to be
granted pursuant to clause (i) of this Section 4.16 and (iii) the Company
delivers and causes the Restricted Subsidiaries to deliver to the Trustee the
following documents:

                  (1) a policy of title insurance (or a commitment to issue
         title insurance) insuring that the Lien of the Security Documents
         constitutes a direct and valid and perfected mortgage Lien on such Real
         Property (subject to no Liens other than Prior Liens) in an aggregate
         amount equal to the Fair Market Value of such Real Property and
         containing the same endorsements in title to the insurance policies
         provided to the Senior Bank Agent and containing only such exceptions
         to title as shall be Prior Liens and such other exceptions as are in
         title policies provided to the Senior Bank Agent in respect of the
         Senior Bank Debt;

                  (2) an Officers' Certificate of the Company stating that any
         specific exceptions to such title insurance or title opinion are Liens
         permitted to be on Collateral pursuant to the provisions of this
         Section 4.16;

                  (3) a survey with respect to such Real Property substantially
         in the form thereof, if any, delivered to the Senior Bank Agent in
         connection with the Lien granted to the Senior Bank Agent with respect
         to such Real Property;

                  (4) a policy or certificate of insurance relating to such Real
         Property insuring against such risks, with policy limits and
         deductibles in such amounts, and otherwise satisfying the requirements
         described in the Security Agreement, which policy or certificate shall
         bear mortgagee endorsements of the type and character described in the
         Security Agreement;

                  (5) evidence of payment or a closing statement indicating
         payments to be made by the applicable Pledgor of all title premiums,
         recording charges, transfer taxes and other costs and expenses
         including reasonable legal fees and disbursements of counsel for the
         Trustee (and any local counsel) that may be incurred to validly and
         effectively subject such Real Property to the Lien of any applicable
         Security Document to perfect such Lien;


                                      -36-
<PAGE>   44

                  (6) copies of all Leases, all of which Leases shall be in
         conformance with any applicable provisions of the Security Documents;

                  (7) an Officers' Certificate of the Company stating that there
         has been issued and is in effect a valid and proper certificate of
         occupancy or local or foreign equivalent, if required by the local or
         foreign codes or ordinances for the use then being made of such Real
         Property;

                  (8) such consents, approvals, amendments, supplements,
         estoppels, tenant subordination agreements or other instruments as
         shall be necessary in order for the owner or holder of the fee interest
         to grant the Lien contemplated by the Mortgage with respect to such
         Real Property; and

                  (9) Opinion(s) of Counsel in each jurisdiction in which such
         Real Property is located substantially in the form of the local counsel
         opinions delivered pursuant to the Senior Credit Facility and otherwise
         in form and substance satisfactory to the Trustee with respect to the
         documents executed and delivered by the applicable Pledgor and the Real
         Property encumbered thereby.

                  Notwithstanding the provisions of this Section 4.16, the
Company and the Restricted Subsidiaries shall not be required to comply with
this Section 4.16 to the extent Pari Passu Indebtedness is incurred and such
Indebtedness is: (i) Indebtedness permitted by clauses (a), (b) or (l) of the
second paragraph of Section 4.09 hereof, (ii) Indebtedness permitted by clauses
(e), (g), (i), (j) or (k) of the second paragraph of Section 4.09 hereof, so
long as, in the case of clause (ii) of this paragraph, the Pari Passu
Indebtedness incurred pursuant to clauses (e), (g), (i) and (j) of the second
paragraph of Section 4.09 hereof does not exceed $5.0 million, in the aggregate,
at any time outstanding and so long as, in the case of clause (ii) of this
paragraph, all Pari Passu Indebtedness incurred pursuant to clauses (e), (g),
(i), (j) and (k) of the second paragraph of Section 4.09 hereof does not exceed
$10.0 million, in the aggregate, at any time outstanding, or (iii) Indebtedness
incurred in connection with the purchases of 21 Japhet Street in Houston, Texas
and 1525 W. Miracle Mile in Tucson, Arizona.

                  In the event the Company and the Restricted Subsidiaries grant
the Security Interests in (and valid mortgage Liens upon) all of the Real
Property securing the Senior Bank Debt as provided in this Section 4.16, the
Company shall deliver an Officers' Certificate stating the satisfaction of all
conditions with respect thereto and thereafter, so long as the Company and the
Restricted Subsidiaries maintain such Security Interests in compliance with the
provisions hereof and in the Security Documents with respect to such Collateral,
this Section 4.16 shall cease to be in effect.

SECTION 4.17.       SALE AND LEASEBACK TRANSACTIONS.

                  The Company shall not, and shall not permit any of its
Restricted Subsidiaries to, enter into any sale and leaseback transaction;
provided that the Company may enter into a sale and leaseback transaction
involving only the sale or transfer of assets not constituting Collateral if (i)
the Company could have (a) incurred Indebtedness in an amount equal to the
Attributable Debt relating to such sale and leaseback transaction pursuant to
the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section
4.09 hereof and (b) incurred a Lien to secure such Indebtedness pursuant to
Section 4.12 hereof, (ii) the gross cash proceeds of such sale and leaseback
transaction are at least equal to the Fair Market Value (as determined in good
faith by the Board of Directors and, in the case of a sale and leaseback
transaction having a Fair Market Value in excess of $5.0 million, set forth in
an Officer's Certificate delivered to the Trustee) of the property that is the
subject of such sale and leaseback transaction and (iii) the transfer of assets
in such sale and leaseback transaction is permitted by, and the Company applies
the proceeds of such transaction in compliance with, Section 4.10 hereof.

SECTION 4.18.       ADDITIONAL SUBSIDIARY GUARANTEES.

                  If (i) the Company acquires or creates any additional
Subsidiary that is a Restricted Subsidiary and (A) any such Restricted
Subsidiary has assets or revenues in any fiscal year in excess of $200,000 or
(B) any such


                                      -37-
<PAGE>   45

Restricted Subsidiary previously in existence has assets or revenues in any
fiscal year in excess of $200,000, or (C) any such Restricted Subsidiary,
together with all other Restricted Subsidiaries which are not Guarantors, has
assets or revenues in any fiscal year in excess of $1.0 million in the
aggregate, or (ii) any Restricted Subsidiary of the Company that is not a
Guarantor guarantees or otherwise, directly or indirectly, provides credit
support for any Indebtedness of the Company or any Restricted Subsidiary or is a
borrower under the Senior Credit Facility (in each case described in clauses (i)
and (ii), except for Foreign Subsidiaries), the Company shall cause such
Restricted Subsidiary to execute and deliver to the Trustee a supplemental
indenture and, if required by the provisions hereof, the applicable Security
Documents each in form and substance substantially similar to those executed on
the date hereof and reasonably satisfactory to the Trustee at the direction of
the Holders of the Notes pursuant to which such Restricted Subsidiary shall
unconditionally guarantee all of the Company's Obligations under the Notes on
the terms set forth in such supplemental indenture and shall grant a Security
Interest in the Collateral on the terms set forth herein and in such Security
Documents.

SECTION 4.19.       LIMITATION ON ISSUANCES AND SALES OF CAPITAL STOCK OF WHOLLY
                    OWNED RESTRICTED SUBSIDIARIES

                  The Company (i) shall not, and shall not permit any Wholly
Owned Restricted Subsidiary of the Company to, transfer, convey, sell, lease or
otherwise dispose of any Capital Stock of any Wholly Owned Restricted Subsidiary
of the Company to any Person (other than the Company or a Wholly Owned
Restricted Subsidiary of the Company), unless (a) such transfer, conveyance,
sale, lease or other disposition is of all the Capital Stock of such Wholly
Owned Restricted Subsidiary and (b) the cash Net Proceeds from such transfer,
conveyance, sale, lease or other disposition are applied in accordance with
Section 4.10 hereof and (ii) shall not permit any Wholly Owned Restricted
Subsidiary of the Company to issue any of its Equity Interests (other than, if
necessary, shares of its Capital Stock constituting directors' qualifying
shares) to any Person other than to the Company or a Wholly Owned Restricted
Subsidiary of the Company.

SECTION 4.20.       [RESERVED]

SECTION 4.21.       IMPAIRMENT OF SECURITY INTEREST.

                  (a) Neither the Company nor any of its Subsidiaries shall take
or knowingly or negligently omit to take any action which action or omission
would have the result of adversely affecting or impairing the Security Interests
in any material respect, with respect to the Collateral other than as expressly
contemplated by this Indenture and the Security Documents, and neither the
Company nor any of its Subsidiaries shall grant to any Person (other than the
Trustee, on behalf of the Trustee and the Holders) any Lien on the Collateral
other than Permitted Liens.

                  (b) Neither the Company nor any of its Subsidiaries shall take
or knowingly or negligently omit to take any action which action or omission
would have the effect of causing a Lien to be created in favor of the Senior
Bank Agent or the lenders under the Senior Credit Facility on any property or
assets of the type that would constitute Collateral unless a Lien is created in
favor of the Trustee and the Holders of the Notes with respect to such property
or assets. Such Lien in favor of the Trustee and the Holders of the Notes shall
at all times be in accordance with the provisions of the Indenture and Security
Documents with respect to priority and otherwise.

                                    ARTICLE 5

                                   SUCCESSORS

SECTION 5.01.       MERGER, CONSOLIDATION, OR SALE OF ASSETS.

                  The Company shall not consolidate or merge with or into
(whether or not the Company is the surviving corporation), or sell, assign,
transfer, lease, convey or otherwise dispose of all or substantially all of its


                                      -38-
<PAGE>   46

properties or assets in one or more related transactions to, another
corporation, Person or entity unless (i) the Company is the surviving
corporation or the entity or the Person formed by or surviving any such
consolidation or merger (if other than the Company) or to which such sale,
assignment, transfer, lease, conveyance or other disposition shall have been
made is a corporation organized or existing under the laws of the United States,
any state thereof or the District of Columbia; (ii) the entity or Person formed
by or surviving any such consolidation or merger (if other than the Company) or
the entity or Person to which such sale, assignment, transfer, lease, conveyance
or other disposition shall have been made assumes all the Obligations of the
Company under the Notes, this Indenture and the Security Documents pursuant to a
supplemental indenture in a form reasonably satisfactory to the Trustee and such
entity or Person shall have taken all steps necessary or reasonably requested by
the Trustee to protect and perfect the Security Interests granted or purported
to be granted under the Security Documents; (iii) immediately after such
transaction no Default or Event of Default exists; (iv) except in the case of a
merger of the Company with or into a Wholly Owned Restricted Subsidiary of the
Company, the Company or the entity or Person formed by or surviving any such
consolidation or merger (if other than the Company), or to which such sale,
assignment, transfer, lease, conveyance or other disposition shall have been
made (A) shall have Consolidated Net Worth immediately after the transaction
equal to or greater than the Consolidated Net Worth of the Company immediately
prior to the transaction and (B) shall, at the time of such transaction and
after giving pro forma effect thereto as if such transaction 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 hereof; (v) the Company shall have delivered to
the Trustee an Officers' Certificate and an Opinion of Counsel each stating that
(A) such transaction and supplemental indenture comply with this Article, and
(B) all conditions precedent herein provided for relating to such transaction
have been complied with; and (vi) the Company shall have delivered to the
Trustee all instruments of further assurance and all actions, as are necessary
to maintain, preserve and protect the rights of the Holders of the Notes and the
Trustee hereunder and under each of the applicable Security Documents with
respect to the Security Interests have been taken. The sale, assignment,
transfer, lease, conveyance or other disposition by the Company or its
Restricted Subsidiaries of all or substantially all of their respective property
or assets to one or more of their Subsidiaries shall not relieve either the
Company or the Restricted Subsidiaries from their respective obligations
hereunder, under the Notes or under the Security Documents. Subject to the
foregoing, any Restricted Subsidiary may consolidate with, merge into or
transfer all or part of its properties and assets to the Company or any other
Restricted Subsidiary or other entity that becomes, by reason of such
consolidation, merger or transfer, a Restricted Subsidiary.

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 accordance with Section 5.01 hereof, the successor
corporation formed by such consolidation or into which 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 that meets the requirements of Section
5.01 hereof.

                                    ARTICLE 6

                              DEFAULTS AND REMEDIES

SECTION 6.01.       EVENTS OF DEFAULT.

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

                  (i) default for 30 days in the payment when due of interest on
         the Notes;


                                      -39-
<PAGE>   47

                  (ii) default in payment when due of the principal of or
         premium, if any, on the Notes;

                  (iii) failure by the Company to comply with the provisions
         described under Sections 4.10, 4.15 or 5.01 hereof;

                  (iv) failure by the Company for 60 days after notice from the
         Trustee or the Holders of at least 25% in aggregate principal amount of
         the then outstanding Notes to comply with any of its other covenants,
         agreements or warranties in this Indenture, the Notes or the Security
         Documents;

                  (v) 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
         Restricted Subsidiaries (or the payment of which is guaranteed by the
         Company or any of its Restricted Subsidiaries) whether such
         Indebtedness or guarantee now exists, or is created after the date
         hereof, which default 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 the maturity of which has been so accelerated,
         aggregates $10.0 million or more;

                  (vi) failure by the Company or any of its Restricted
         Subsidiaries to pay final judgments for the payment of money damages
         aggregating in excess of $10.0 million, which judgments are not paid,
         discharged or stayed for a period of 60 days;

                  (vii) except as permitted by this Indenture, any Significant
         Subsidiary 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 (except by its terms) or any Guarantor, or any Person
         acting on behalf of any Guarantor, shall deny or disaffirm its
         obligations under its Significant Subsidiary Guarantee, in each case if
         such default continues for a period of ten days after notice to the
         Company from the Trustee or the Holders of at least 25% in aggregate
         principal amount of the then outstanding Notes;

                  (viii) other than as permitted under the Security Documents or
         the terms of this Indenture, any of the Security Documents cease to be
         in full force and effect, or any of the Security Documents cease to
         give the Trustee the Security Interests, rights, powers and privileges
         purported to be created thereby, or any Security Document is declared
         null and void, or the Company or any Significant Subsidiary Guarantor
         shall deny or disaffirm any of its obligations under any Security
         Document or any Collateral becomes subject to any Lien other than
         Permitted Liens;

                  (ix) 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

                  (x) a court of competent jurisdiction enters an order or
         decree in an involuntary case or proceeding under any Bankruptcy Law
         that:


                                      -40-
<PAGE>   48

                  (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;

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

                  The term "Custodian" means any receiver, trustee, assignee,
liquidator or similar official under any Bankruptcy Law.

SECTION 6.02.       ACCELERATION.

                  If any Event of Default (other than an Event of Default under
clauses (ix) or (x) of Section 6.01 hereof with respect to the Company) occurs
and is continuing, the Trustee or the Holders of at least 25% in principal
amount of the then outstanding Notes, by notice to the Trustee and the Company,
may declare all the Notes to be due and payable immediately. Notwithstanding the
foregoing, in the case of an Event of Default arising from certain events of
bankruptcy or insolvency described in clauses (ix) or (x) of Section 6.01
hereof, with respect to the Company, any Significant Subsidiary or any group of
Subsidiaries that, taken together, would constitute a Significant Subsidiary,
all outstanding Notes shall ipso facto become due and payable without further
action or notice.

                  At any time after a declaration of acceleration with respect
to the Notes, the Holders of a majority in principal amount of the Notes may
rescind and cancel such declaration and its consequences (i) if the rescission
would not conflict with any judgment or decree, (ii) if all existing Events of
Default have been cured or waived except nonpayment of principal or interest
that has become due solely because of the acceleration, (iii) if, to the extent
the payment of such interest is lawful, interest on overdue installments of
interest and overdue principal at a rate equal to the rate borne by the Notes,
which has become due otherwise than by such declaration of acceleration, has
been paid, (iv) if the Company has paid the Trustee its reasonable compensation
and reimbursed the Trustee for its expenses, disbursements and advances and (v)
if, in the event of the cure or waiver of an Event of Default of the type
described in clause (ix) or (x) of Section 6.01 hereof, the Trustee shall have
received an Officer's Certificate and an Opinion of Counsel that such Event of
Default has been cured or waived. No such rescission shall affect any subsequent
Default or impair any right consequent thereto. If any Event of Default exists
solely by reason of any acceleration of Indebtedness under clause (v) of Section
6.01, and such acceleration is rescinded by the holders of Indebtedness affected
thereby prior to the time the Obligations under the Notes have been accelerated,
such Event of Default shall cease to exist.

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, if
any, and interest on the Notes or to enforce the performance of any provision of
the Notes, this Indenture or the Security Documents.

                  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.


                                      -41-
<PAGE>   49

                  Each Holder, by accepting a Note, acknowledges that the
exercise of remedies by the Trustee with respect to the Collateral is subject to
the terms and conditions of the Security Documents and the proceeds received
upon realization of the Collateral shall be applied by the Trustee in accordance
with the Intercreditor Agreement and Section 6.10 of this Indenture.

SECTION 6.04.       WAIVER OF PAST DEFAULTS.

                  The Holders of a majority in principal amount of the Notes
then outstanding by notice to the Trustee may on behalf of the Holders of all of
the Notes waive any existing Default or Event of Default and its consequences
under this Indenture, except, subject to the second paragraph of Section 6.02
hereof, a continuing Default or Event of Default in the payment of interest on,
or the principal of, the Notes (including in connection with an offer to
purchase) or a Default or Event of Default with respect to any covenant or
provision which cannot be modified or amended without the consent of the Holder
of each outstanding Note affected. Upon any such waiver, such Default shall
cease to exist, and any Event of Default arising therefrom shall be deemed to
have been cured for every purpose of this Indenture; but no such waiver shall
extend to any subsequent or other Default or 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 hereunder or under the Security Documents.
However, the Trustee may refuse to follow any direction that conflicts with law,
this Indenture or the Security Documents 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, the Notes, the Subsidiary Guarantees or the Security Documents only
if:

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

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

                  (c) such Holder of a Note or Holders of Notes offer and, if
         requested, provide to the Trustee indemnity satisfactory to the Trustee
         against any loss, liability or expense;

                  (d) the Trustee does not comply with the request within 60
         days after receipt of the request and the offer and, if requested, the
         provision of indemnity; and

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

                  A Holder of a Note may not use this Indenture 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, 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


                                      -42-
<PAGE>   50

or after such respective dates, shall not be impaired or affected without the
consent of such Holder except to the extent that the institution or prosecution
of such suit or the entry of judgment therein would, under applicable law,
result in the surrender, impairment or waiver of the Lien of this Indenture and
the Security Documents upon the Collateral.

SECTION 6.08.       COLLECTION SUIT BY TRUSTEE.

                  If an Event of Default specified in Section 6.01(i) or (ii)
occurs and is continuing, the Trustee is authorized to recover judgment in its
own name and as trustee of an express trust against the Company for the whole
amount of principal of and premium and interest remaining unpaid on the Notes
and interest on overdue principal and, to the extent lawful, interest, in each
case at the rate per annum borne by the Notes, and such further amount as shall
be sufficient to cover the costs and expenses of collection, including the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel.

SECTION 6.09.       TRUSTEE MAY FILE PROOFS OF CLAIM.

                  The Trustee 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 of the Guarantors (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 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 any
         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 interest ratably, without preference
         or priority of any kind, according to the amounts due and payable on
         the Notes for principal, premium and interest, respectively; and

                  Third: to the Company, the Guarantors or to such party as a
         court of competent jurisdiction shall direct.


                                      -43-
<PAGE>   51

                  The Trustee, upon prior notice to the Company, 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 shall exercise such of the duties, rights and powers vested in it by
this Indenture and the Security Documents, and use the same degree of care and
skill in its exercise, as a prudent man would exercise or use under the
circumstances in the conduct of his own affairs.

                  (b) Except during the continuance of an Event of Default
actually known to the Trustee:

                  (i) the Trustee shall not be liable hereunder except for such
         duties of the Trustee which shall be determined solely by the express
         provisions of this Indenture and of the Security Documents and the
         Trustee need perform only those duties that are specifically set forth
         in this Indenture and in the Security Documents and no others, and no
         implied covenants or obligations shall be read into this Indenture or
         the Security Documents against the Trustee; and (ii) in the absence of
         bad faith on its part, the Trustee may conclusively rely, as to the
         truth of the statements and the correctness of the opinions expressed
         therein, statements, certificates or opinions furnished to the Trustee
         and conforming to the requirements of this Indenture and the Security
         Documents. However, the Trustee shall examine the statements,
         certificates and opinions to determine whether or not they conform to
         the requirements of this Indenture or the Security Documents.

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

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

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

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

                  (d) Whether or not therein expressly so provided, every
provision of this Indenture or the Security Documents that in any way relates to
the Trustee is subject to paragraphs (a), (b), and (c) of this Section 7.01 and
Sections 315 and 316 of the TIA.


                                      -44-
<PAGE>   52

                  (e) No provision of this Indenture or the Security Documents
shall require the Trustee to expend or risk its own funds or incur any liability
whatsoever in the performance of any of its duties hereunder or under the
Security Documents or in the exercise of any of its rights or powers hereunder
or under any Security Documents. The Trustee shall be under no obligation to
exercise any of its duties under this Indenture or under the Security Documents
at the request of any Holders, unless such Holder shall have offered to the
Trustee security or indemnity satisfactory to it in its reasonable judgment
against any loss, liability or expense that might be incurred by it in
compliance with such request or direction.

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

SECTION 7.02.       RIGHTS OF TRUSTEE.

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

                  (b) Before the Trustee acts or refrains from acting, it may
require an Officer's Certificate or an Opinion of Counsel or both. The Trustee
shall not be liable for any action it takes or omits to take in good faith in
reliance on such Officer's Certificate or Opinion of Counsel. The Trustee may
consult with counsel of its selection and other experts and the written advice
of such counsel or expert or any Opinion of Counsel as to matters of law shall
be full and complete authorization and protection from liability in respect of
any action taken, suffered or omitted by it hereunder in good faith and in
reliance thereon.

                  (c) The Trustee may act through its attorneys and agents and
shall not be responsible for the misconduct or negligence of any agent (other
than an agent who is an employee of the Trustee) chosen in good faith.

                  (d) The Trustee shall not be liable for any action it takes or
omits to take in good faith that it reasonably believes to be authorized or
within the rights or powers conferred upon it by this Indenture or the Security
Documents.

                  (e) Unless otherwise specifically provided in this Indenture,
any demand, request, direction or notice from the Company or any Guarantor shall
be sufficient if signed by an Officer of the Company or Guarantor, as
applicable.

                  (f) The Trustee shall be under no obligation to exercise any
of the rights or powers vested in it by this Indenture or the Security Documents
at the request or direction of any of the Holders unless such Holders shall have
offered to the Trustee security or indemnity satisfactory to it in its
reasonable judgment against any loss, liability or expense that might be
incurred by it in compliance with such request or direction.

                  (g) The permissive rights of the Trustee to do things
enumerated in this Indenture and in the Security Documents shall not be
construed as duties of the Trustee and the Trustee shall not be answerable for
other than its negligence or willful default.

                  (h) The Trustee shall not be required to give any bond or
surety in respect of its obligations hereunder.

                  (i) The Trustee shall not be charged with knowledge of any
Default or Event of Default unless a Responsible Officer of the Trustee shall
have received written notice thereof from the Company or a Holder of a Note or
unless an officer of the Trustee shall have actual knowledge thereof.


                                      -45-
<PAGE>   53

                  (j) 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.

                  (k) 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.

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, the
Guarantors or any Affiliate of the Company with the same rights it would have if
it were not Trustee. However, in accordance with the requirements of the TIA, in
the event that the Trustee acquires any conflicting interest it must eliminate
such conflict within 90 days, apply to the SEC for permission to continue as
trustee or resign. Any Agent may do the same with like rights and duties. The
Trustee is also subject to Sections 7.10 and 7.11 hereof.

SECTION 7.04.       TRUSTEE'S DISCLAIMER.

                  The Trustee shall not be responsible for and makes no
representation as to the validity or adequacy of this Indenture, the Notes or
the Security Documents. 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 or the Security Documents, it
shall not be responsible for the use or application of any money received by any
Paying Agent other than the Trustee, and it shall not be responsible for any
statement or recital herein or any statement in the Notes or the Security
Documents or any other document in connection with the sale of the Notes or
pursuant to this Indenture other than its certificate of authentication.

                  The Trustee, in its capacity as Registrar hereunder, shall not
be charged with knowledge of the Applicable Procedures and may conclusively rely
that instructions and certificates presented to it are in accordance with such
Applicable Procedures in effecting transfers pursuant to Section 2.06 hereof.

SECTION 7.05.       NOTICE OF DEFAULTS.

                  If a Default or Event of Default occurs and is continuing and
if it is known to the Trustee, the Trustee shall mail to Holders of Notes a
notice of the Default or Event of Default within 90 days after it occurs. Except
in the case of a Default or Event of Default in payment of principal, premium,
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.

                  Within 60 days after each May 1 beginning with the May 1
following the date hereof, and for so long as Notes remain outstanding, the
Trustee shall 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 shall comply with TIA ss.
313(b)(2). The Trustee shall also transmit by mail all reports as required by
TIA ss. 313(c).

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


                                      -46-
<PAGE>   54

SECTION 7.07.       COMPENSATION AND INDEMNITY.

                  The Company and the Guarantors shall pay to the Trustee upon
demand from time to time, and the Trustee shall be entitled to, compensation for
its acceptance of this Indenture and services hereunder and under the Security
Documents which shall be agreed to by the Company and the Trustee in a separate
fee agreement. The Trustee's compensation shall not be limited by any law on
compensation of a trustee of an express trust. The Company and the Guarantors
shall reimburse the Trustee promptly upon request for all reasonable
disbursements, advances and expenses incurred or made by it in addition to the
compensation for its services, except any disbursements, expenses and advances
as may be attributable to the Trustee's negligence or willful misconduct. Such
expenses shall include the reasonable compensation, disbursements and expenses
of the Trustee's agents and counsel.

                  The Company and the Guarantors shall, jointly and severally,
indemnify the Trustee (and any predecessor Trustee) against any and all losses,
liabilities 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 and the Security Documents, including the reasonable 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 or investigating 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 willful misconduct. The
Trustee shall notify the Company and the Guarantors promptly of any claim for
which it may seek indemnity. Failure by the Trustee to so notify the Company and
the Guarantors shall not relieve the Company or the Guarantors of their
obligations hereunder. The Company and the Guarantors shall defend the claim and
the Trustee shall cooperate in the defense. The Trustee may have separate
counsel and the Company and the Guarantors shall pay the reasonable fees and
expenses of such counsel. The Company and the Guarantors need not pay for any
settlement made without their consent, which consent shall not be unreasonably
withheld.

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

                  To secure the Company's and the Guarantors' payment
obligations in this Section 7.07, the Trustee shall have a Lien prior to the
Notes on all money or property held or collected by the Trustee, except that
held in trust to pay principal of and interest on particular Notes. Such Lien
shall survive the satisfaction and discharge of this Indenture.

                  When the Trustee incurs expenses or renders services after an
Event of Default specified in Section 6.01 (viii) or (ix) hereof occurs, the
expenses and the compensation for the services (including the reasonable fees
and expenses of its agents and counsel) are intended to constitute expenses of
administration under any Bankruptcy Law.

                  As to notice of liens or charges, the Trustee shall comply
with the provisions of TIA ss. 313(b)(2) to the extent applicable.

SECTION 7.08.       REPLACEMENT OF TRUSTEE.

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

                  The Trustee may resign in writing at any time and be
discharged from the trust hereby created by so notifying the Company (with a
copy to the agent under the Senior Credit Facility). The Holders of Notes 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 (with a copy to
the agent under the Senior Credit Facility). The Company may remove the Trustee
if:


                                      -47-
<PAGE>   55

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

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

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

                  (d) the Trustee becomes incapable of acting.

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

                  If a successor Trustee does not take office within 30 days
after the retiring Trustee resigns or is removed, the retiring Trustee, the
Company, or the Holders of Notes 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 for the appointment of a successor Trustee.

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

                  A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company (with a copy to the agent
under the Senior Credit Facility). Thereupon, the resignation or removal of the
retiring Trustee shall become effective, and the successor Trustee shall have
all the rights, powers and duties of the Trustee under this Indenture and the
Security Documents. The successor Trustee shall mail a notice of its succession
to Holders of the Notes (with a copy to the agent under the Senior Credit
Facility). The retiring Trustee shall promptly transfer all property held by it
as Trustee to the successor Trustee, provided all sums owing to the Trustee
hereunder have been paid and subject to the Lien provided for in Section 7.07
hereof. Notwithstanding replacement of the Trustee pursuant to this Section
7.08, the Company's obligations under Section 7.07 hereof shall continue for the
benefit of the retiring Trustee.

                  Any resignation or removal of the Trustee pursuant to this
Indenture shall be deemed to be a resignation or removal of the Trustee in its
capacity as such under each of the Security Documents and any appointment of a
successor Trustee pursuant to this Indenture shall be deemed to be an
appointment of such successor in all capacities of the former Trustee under each
of the Security Documents and such successor shall assume all of the obligations
of the Trustee pursuant to the Security Documents.

SECTION 7.09.       SUCCESSOR TRUSTEE BY MERGER, ETC.

                  If the Trustee consolidates, merges or converts into, or
transfers all or substantially all of its corporate trust business to, another
corporation, the successor corporation without any further act shall, if such
resulting surviving or transferee corporation is otherwise eligible hereunder,
be the successor Trustee (and the successor to the Trustee under the Security
Documents).

SECTION 7.10.       ELIGIBILITY; DISQUALIFICATION.

                  There shall 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 or


                                      -48-
<PAGE>   56

has a corporate parent that has a combined capital and surplus of at least $50.0
million as set forth in its most recent published annual report of condition.

                  This Indenture shall always have a Trustee who satisfies the
requirements of TIA 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 Officer's 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 the Guarantors shall,
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 on the date the conditions set forth below are satisfied
(hereinafter, "Legal Defeasance"). For this purpose, Legal Defeasance means that
the Company shall be deemed to have paid and discharged the entire Indebtedness
represented by the outstanding Notes, which shall 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 (a) and (b) below, and to have
satisfied all its other obligations under such Notes and this Indenture (and the
Trustee, on demand of and at the expense of the Company, shall execute proper
instruments acknowledging the same), except for the following provisions which
shall survive until otherwise terminated or discharged hereunder: (a) the rights
of Holders of outstanding Notes to receive solely from the trust fund described
in Section 8.04 hereof, and as more fully set forth in such Section, payments in
respect of the principal of, premium, if any, and interest on such Notes when
such payments are due, (b) the Company's obligations with respect to such Notes
under Sections 2.02, 2.03, 2.04, 2.05, 2.06, 2.07, 2.10 and 2.12 and Section
4.02 hereof, (c) the rights, powers, trusts, duties and immunities of the
Trustee hereunder and the Company's obligations in connection therewith and (d)
this Article 8. Subject to compliance with this Article 8, the Company may
exercise its option under this Section 8.02 notwithstanding the prior exercise
of its option under Section 8.03 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 shall,
subject to the satisfaction of the conditions set forth in Section 8.04 hereof,
be released from their obligations under the covenants contained in Sections
4.03(a), 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.15, 4.16, 4.17, 4.18, 4.19,
4.21 and 5.01 and Article 11 hereof and the Security Documents with respect to
the outstanding Notes on and after the date the conditions set forth below are
satisfied (hereinafter, "Covenant Defeasance"), and the Notes shall thereafter
be deemed not "outstanding" for the purposes of any direction, waiver, consent
or declaration or act of Holders (and the consequences of any thereof) in
connection with such covenants, but shall continue to be deemed "outstanding"
for all other purposes hereunder (it being understood that such Notes shall not
be deemed outstanding for accounting purposes). For this purpose, Covenant
Defeasance means that, with respect to the outstanding Notes, the Company, its
Subsidiaries and any Guarantor may omit to comply with and


                                      -49-
<PAGE>   57

shall have no liability in respect of any term, condition or limitation set
forth in any such covenant, whether directly or indirectly, by reason of any
reference elsewhere herein to any such covenant or by reason of any reference in
any such covenant to any other provision herein or in any other document and
such omission to comply shall not constitute a Default or an Event of Default
under Section 6.01 hereof, but, except as specified above, the remainder of this
Indenture and such Notes shall be unaffected thereby. In addition, upon the
Company's exercise under Section 8.01 hereof of the option applicable to this
Section 8.03 hereof and subject to the satisfaction of the conditions set forth
in Section 8.04 hereof, Sections 6.01 (iii) through 6.01 (viii) hereof and
Sections 6.01(ix) and (x) (but, in the case of Sections 6.01(ix) and (x), only
with respect to a Significant Subsidiary) hereof shall not constitute Events of
Default.

SECTION 8.04.       CONDITIONS TO LEGAL OR COVENANT DEFEASANCE.

                  The following shall be the conditions to the application of
either Section 8.02 or 8.03 hereof to the outstanding Notes:

                  (a) the Company must irrevocably deposit with the Trustee, in
         trust, for the benefit of the Holders of Notes, cash in U.S. 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, if any, and interest on the outstanding Notes on the
         stated maturity 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;

                  (b) in the case of an election under Section 8.02 hereof
         (other than when the Notes are being defeased within one year prior to
         the stated maturity or the applicable redemption date), the Company
         shall have 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 hereof, there has been a
         change in the applicable federal income tax law, in either case to the
         effect that, and based thereon such Opinion 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;

                  (c) in the case of an election under Section 8.03 hereof, the
         Company shall have delivered 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;

                  (d) 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) or insofar as Sections 6.01 (ix) or 6.01 (x) hereof are
         concerned, at any time in the period ending on the 91st day after the
         date of such deposit;

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

                  (f) the Company shall have delivered to the Trustee an Opinion
         of Counsel to the effect that (assuming no intervening bankruptcy or
         insolvency of the Company between the date of such deposit and the 91st
         day after such deposit and that no Holder is an insider of the Company)
         after the 91st day following


                                      -50-
<PAGE>   58

         the deposit, the trust funds will not be subject to the effect of any
         applicable bankruptcy, insolvency, reorganization or similar laws
         affecting creditors' rights generally;

                  (g) the Company shall have delivered to the Trustee an
         Officer's 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 creditors of the Company or others; and

                  (h) the Company shall have delivered to the Trustee an
         Officer's 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.

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 shall be held in trust and applied by the Trustee, in
accordance with the provisions of such Notes and this Indenture, to the payment,
either directly or through any Paying Agent (including the Company acting as
Paying Agent) as the Trustee may determine, to the Holders of such Notes of all
sums due and to become due thereon in respect of principal, premium, if any, and
interest, but such money need not be segregated from other funds except to the
extent required by law.

                  The Company and the Guarantors shall pay and indemnify the
Trustee against any tax, fee or other charge imposed on or assessed against the
cash or non-callable Government Securities deposited pursuant to Section 8.04
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.

                  Anything in this Article 8 to the contrary notwithstanding,
the Trustee shall deliver or pay to the Company from time to time upon the
request of the Company any money or non-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(a) 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 and
premium, if any, or interest on any Note and remaining unclaimed for one year
after such principal and premium, if any, or interest has become due and payable
shall be paid to the Company on its request or (if then held by the Company)
shall be discharged from such trust; and the Holder of such Note shall
thereafter, as a creditor, look only to the Company or Guarantors for payment
thereof, and all liability of the Trustee or such Paying Agent with respect to
such trust money, and all liability of the Company as trustee thereof, shall
thereupon cease; provided, however, that the Trustee or such Paying Agent,
before being required to make any such repayment, may at the written request and
expense of the Company cause to be published once, in The New York Times or The
Wall Street Journal (national edition), notice that such money remains unclaimed
and that, after a date specified therein, which shall not be less than 30 days
from the date of such notification or publication, any unclaimed balance of such
money then remaining will be repaid to the Company.


                                      -51-
<PAGE>   59

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 obligations of the Company or the
Guarantors under this Indenture and the Notes shall be revived and reinstated as
though no deposit had occurred pursuant to Section 8.02 or 8.03 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 either the Company or any Guarantor makes any payment of
principal of and premium, if any, or interest on any Note following the
reinstatement of its obligations, the Company or any Guarantor shall be
subrogated to the rights of the Holders of such Notes to receive such payment
from the money held by the Trustee or Paying Agent.

                                    ARTICLE 9

                        AMENDMENT, SUPPLEMENT AND WAIVER

SECTION 9.01.       WITHOUT CONSENT OF HOLDERS OF NOTES.

                  Notwithstanding Section 9.02 of this Indenture and subject to
the next succeeding paragraph, the Company, the Guarantors and the Trustee may
amend or supplement this Indenture, the Notes or the Security Documents without
the consent of any Holder of a Note:

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

                  (b) to provide for uncertificated Notes in addition to or in
         place of certificated Notes;

                  (c) to provide for the assumption of the Company's or any
         Guarantor's obligations to Holders of Notes in the case of a merger or
         consolidation pursuant to Article 5 or Article 10 hereof, as
         applicable;

                  (d) to make any change that would provide any additional
         rights or benefits to the Holders of Notes or that does not adversely
         affect the legal rights hereunder and under the Security Documents of
         any Holder of the Notes;

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

                  (f) to mortgage, pledge or grant a Security Interest in favor
         of the Trustee as additional security for the payment and performance
         of Obligations under this Indenture, the Notes and the Subsidiary
         Guarantees, in any property or assets, including any which are required
         to be mortgaged, pledged or hypothecated, or in which a Security
         Interest is required to be granted pursuant to the provisions of the
         Security Documents or otherwise; or

                  (g) to add or release any Guarantor or Pledgor strictly in
         accordance with another provision of this Indenture or a provision of
         the Security Documents expressly providing for such addition or
         release.

                  Upon the request of the Company accompanied by a resolution of
its Board of Directors of the Company and each of the Guarantors 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 shall
join with the Company and each of 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


                                      -52-
<PAGE>   60

contained, but the Trustee shall not be obligated to enter into such amended or
supplemental Indenture that affects its own rights, duties or immunities under
this Indenture or otherwise.

SECTION 9.02.       WITH CONSENT OF HOLDERS OF NOTES.

                  Except as provided below in this Section 9.02, this Indenture,
the Notes or the Security Documents may be amended or supplemented with the
consent of the Holders of at least a majority in principal amount of the Notes
then outstanding (including, without limitation, consents obtained in connection
with a purchase of, or tender offer or exchange offer for, Notes), and, subject
to Sections 6.02, 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 principal of,
premium, if any, or interest on the Notes) or compliance with any provision of
this Indenture, the Notes or the Security Documents may be waived with the
consent of the Holders of a majority in principal amount of the then outstanding
Notes (including consents obtained in connection with a tender offer or exchange
offer for Notes). Notwithstanding anything to the contrary contained in this
Indenture, by its execution and delivery of this Indenture, the Trustee
expressly agrees to waive any and all Defaults and Events of Default relating to
the payment of interest occurring prior to the date of this Indenture.

                  Upon the request of the Company accompanied by a resolution of
the Board of Directors of the Company and each of the Guarantors 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 shall join with the Company and
each of the Guarantors in the execution of such amended or supplemental
Indenture unless such amended or supplemental Indenture affects the Trustee's
own rights, duties or immunities under this Indenture or otherwise, in which
case the Trustee may in its discretion, but shall not be obligated to, enter
into such amended or supplemental Indenture.

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

                  After an amendment, supplement or waiver under this Section
9.02 becomes effective, the Company shall mail to the Holders of Notes affected
thereby a notice briefly describing the amendment, supplement or waiver. Any
failure of the Company to mail such notice, or any defect therein, shall not,
however, in any way impair or affect the validity of any such amended or
supplemental Indenture or waiver. Subject to Sections 6.02, 6.04 and 6.07
hereof, the Holders of a majority in aggregate principal amount of the Notes
then outstanding may waive compliance in a particular instance by the Company
with any provision of this Indenture or the Notes. However, without the consent
of each Holder affected, an amendment or waiver may not (with respect to any
Notes held by a non-consenting Holder):

                  (i) reduce the principal amount of Notes whose Holders must
         consent to an amendment, supplement or waiver of this Indenture, the
         Notes or the Security Documents;

                  (ii) reduce the principal of or change the fixed maturity of
         any Note or alter the provisions with respect to the redemption of the
         Notes (other than with respect to the provisions contained in Sections
         4.10 and 4.15);

                  (iii) reduce the rate of or change the time for payment of
         interest on any Note;

                  (iv) waive a Default or Event of Default in the payment of
         principal of or premium, 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 Notes and a waiver of the
         payment default that resulted from such acceleration);


                                      -53-
<PAGE>   61

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

                  (vi) make any change in the provisions of this Indenture
         relating to waivers of past Defaults (other than to add a section of
         the Indenture or the Notes which are subject thereto) or the rights of
         Holders of Notes to receive payments of principal of or premium, if
         any, or interest on the Notes;

                  (vii) waive a redemption payment with respect to any Note
         (other than a payment required by the provisions contained in Sections
         4.10 and 4.15);

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

                  (ix) adversely affect the ranking of the Notes or the
         Subsidiary Guarantees;

                  (x) adversely affect Liens created by this Indenture and the
         Security Documents on the Collateral (other than in accordance with the
         provisions herein or therein); or

                  (xi) release any Guarantor from its Obligations under its
         Subsidiary Guarantee (other than in accordance with this Indenture).

SECTION 9.03.       COMPLIANCE WITH TRUST INDENTURE ACT.

                  Every amendment or supplement to this Indenture, the Notes or
the Security Documents shall be set forth in a 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 his/her Note if the Trustee receives
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.

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

                  After an amendment, supplement or waiver becomes effective, it
shall bind every Holder of Notes, unless it makes a change described in clauses
(i) though (xi) of Section 9.02 hereof, in which case, the amendment, supplement
or waiver shall bind only each Holder of Notes who has consented to it; provided
that any such waiver shall not impair or affect the right of any Holder to
receive payment of principal of and interest on the Notes, on or after the
respective due dates expressed in such Notes, or to bring suit for the
enforcement of any such payment on or after such respective dates without the
consent of such Holder of Notes.


                                      -54-
<PAGE>   62

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. If an
amendment, supplement or waiver changes the terms of the Notes, the Company may
require the Holders of the Notes to deliver the Notes to the Trustee. The
Company may place an appropriate notation on the Notes and return them to the
Holders. Alternatively, the Company in exchange for all Notes may issue and the
Trustee shall authenticate new Notes (accompanied by a notation of the
Subsidiary Guarantees duly endorsed by the Guarantors) that reflect the
amendment, supplement or waiver.

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

SECTION 9.06.       TRUSTEE TO SIGN AMENDMENTS, ETC.

                  The Trustee shall sign any amended or supplemental Indenture
authorized pursuant to this Article 9 if the amendment or supplement does not
adversely affect the rights, duties, liabilities or immunities of the Trustee.
If it does, the Trustee may, but need not, sign it. The Company and the
Guarantors may not sign an amendment or supplemental Indenture until their
respective Board of Directors approves it. In executing any amended or
supplemental indenture, the Trustee shall be entitled to receive and (subject to
Section 7.01 hereof) shall be fully protected in relying upon, an Officer's
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

                              SUBSIDIARY GUARANTEES

SECTION 10.01.      SUBSIDIARY GUARANTEES.

                  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, the Security
Documents or the Obligations of the Company hereunder or thereunder, that: (a)
the principal of and interest and premium, if any, on the Notes shall be
promptly paid in full when due, whether at maturity, by acceleration,
redemption, repurchase or otherwise, and interest on the overdue principal of
and interest on the Notes, if lawful, and all other Obligations of the Company
to the Holders or the Trustee hereunder or thereunder shall be promptly paid in
full or performed, all in accordance with the terms hereof and thereof; and (b)
in case of any extension of time of payment or renewal of any Notes or any of
such other Obligations, the same shall 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, redemption, repurchase or otherwise, subject,
however, to the limitations set forth in Section 10.05 hereof. 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. The Guarantors hereby agree that their Obligations
hereunder shall be unconditional, irrespective of the validity, regularity or
enforceability of the Notes, the Security Documents 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, and 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 covenants that this
Subsidiary Guarantee shall not be discharged except by complete performance of
the Obligations contained in the Notes and this Indenture. If any Holder of
Notes or the Trustee is required by any court or otherwise to return to the
Company or Guarantors, or any Custodian, Trustee, liquidator or other similar
official acting in relation to either the Company or Guarantors, any amount paid
by the Company or any Guarantor either to the Trustee or such Holder, this
Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated
in full force and effect. Each Guarantor agrees that it shall not be entitled to
any right


                                      -55-
<PAGE>   63

of subrogation in relation to the Holders of Notes 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, (x) the maturity of the
Obligations guaranteed hereby may be accelerated as provided in Article 6 hereof
for the purposes of this Subsidiary 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 hereof, such
Obligations (whether or not due and payable) shall forthwith become due and
payable by the Guarantors for the purpose of this Subsidiary Guarantee. 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 Subsidiary Guarantees.

SECTION 10.02.      EXECUTION AND DELIVERY OF SUBSIDIARY GUARANTEES.

                  To evidence its Subsidiary Guarantee set forth in Section
10.01 hereof, each Guarantor hereby agrees that a notation of such Subsidiary
Guarantee substantially in the form of Exhibit B (executed by the manual or
facsimile signature of one of its Officers) shall be endorsed by an Officer of
such Guarantor on each Note authenticated and delivered by the Trustee and that
this Indenture and, to the extent required by the provisions hereof, the
Security Documents, shall be executed on behalf of such Guarantor by an Officer
of such Guarantor.

                  Each Guarantor hereby agrees that its Subsidiary Guarantee set
forth in Section 10.01 hereof shall remain in full force and effect
notwithstanding any failure to endorse on each Note a notation of such
Subsidiary Guarantee.

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

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

SECTION 10.03.      GUARANTORS MAY CONSOLIDATE, ETC. ON CERTAIN TERMS.

                  (a) Except as set forth in Articles 4 and 5 hereof, nothing
contained in this 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.

                  (b) Except as provided in Section 10.03(a) hereof or in a
transaction referred to in Section 10.04 hereof, no Guarantor may consolidate
with or merge with or into (whether or not such Guarantor is the surviving
Person) another corporation, Person or entity whether or not affiliated with
such Guarantor unless: (i) subject to the provisions of Section 10.04 hereof,
the Person formed by or surviving any such consolidation or merger (if other
than such Guarantor) shall assume all the Obligations of such Guarantor,
pursuant to a supplemental indenture in form and substance reasonably
satisfactory to the Trustee, under the Notes, this Indenture and the Security
Documents; (ii) immediately after giving effect to such transaction, no Default
or Event of Default exists; and (iii) the Company would be permitted to incur,
immediately after giving effect to such transaction, at least $1.00 of
additional Indebtedness (other than Permitted Refinancing Indebtedness) pursuant
to the Fixed Charge Coverage Ratio Test set forth in Section 4.09 hereof.
Subject to Section 10.04 hereof, in case of any such consolidation, merger, sale
or conveyance and upon the assumption by the successor corporation, by
supplemental indenture, executed and delivered to the Trustee and satisfactory
in form to the Trustee, of the Subsidiary 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 corporation 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 corporation thereupon may
cause to be signed any or all of the Subsidiary Guarantees to be endorsed upon
all of the Notes issuable hereunder which theretofore shall not have


                                      -56-
<PAGE>   64

been signed by the Company and delivered to the Trustee. All the Subsidiary
Guarantees so issued shall in all respects have the same legal rank and benefit
under this Indenture as the Subsidiary Guarantees theretofore and thereafter
issued in accordance with the terms of this Indenture as though all of such
Subsidiary Guarantees had been issued at the date of the execution hereof.

SECTION 10.04.      RELEASES FOLLOWING SALE OF ASSETS.

                  Concurrently with any sale of assets of any Guarantor
(including, if applicable, all of the Capital Stock of any Guarantor), any
Security Interest in the assets sold thereby shall be released; provided that in
the event of an Asset Sale, the Net Proceeds from such sale or other disposition
are treated in accordance with the provisions of Section 4.10 hereof. In the
event of a sale or other disposition of 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, then such Guarantor (in the event of a
sale or other disposition, by way of such a merger, consolidation or otherwise,
of all of the Capital Stock of such Guarantor in accordance with the provisions
of this Indenture) or the corporation acquiring the property (in the event of a
sale or other disposition of all of the assets of such Guarantor), shall be
released and relieved of its Obligations under its Subsidiary Guarantee and
Section 10.03 hereof; provided that in the event of an Asset Sale, the Net
Proceeds from such sale or other disposition are treated in accordance with the
provisions of Section 4.10 hereof. Upon delivery by the Company to the Trustee
of an Officer's 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 shall execute any documents reasonably required in order to evidence
the release of any Guarantor from its Obligations under its Subsidiary
Guarantee. Any Guarantor not released from its Obligations under its Subsidiary
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 this Indenture
as provided in this Article 10. The release of any Guarantor pursuant to this
Section 10.04 shall be effective whether or not such release shall be noted on
any Note then outstanding or thereafter authenticated and delivered.

SECTION 10.05.      LIMITATION ON GUARANTOR LIABILITY.

                  For purposes hereof, each Guarantor's liability shall be that
amount from time to time equal to the aggregate liability of such Guarantor
thereunder, but shall be limited to the lesser of (i) the aggregate amount of
the Obligations of the Company under the Notes and this Indenture and (ii) the
amount, if any, which would not have (A) rendered such Guarantor "insolvent" (as
such term is defined in the Bankruptcy Code and in the Debtor and Creditor Law
of the State of New York) or (B) left it with unreasonably small capital at the
time its Subsidiary Guarantee was entered into, after giving effect to the
incurrence of existing Indebtedness immediately prior to such time; provided
that, it shall be a presumption in any lawsuit or other proceeding in which such
Guarantor is a party that the amount guaranteed pursuant to its Subsidiary
Guarantee is the amount set forth in clause (i) above unless any creditor, or
representative of creditors of such Guarantor, or debtor in possession or
trustee in bankruptcy of such Guarantor, otherwise proves in such a lawsuit that
the aggregate liability of such Guarantor is limited to the amount set forth in
clause (ii). In making any determination as to the solvency or sufficiency of
capital of a Guarantor in accordance with the previous sentence, the right of
such Guarantor to contribution from other Guarantors and any other rights such
Guarantor may have, contractual or otherwise, shall be taken into account.

SECTION 10.06.      "TRUSTEE" TO INCLUDE PAYING AGENT.

                  In case at any time any Paying Agent other than the Trustee
shall have been appointed by the Company and be then acting hereunder, the term
"Trustee" as used in this Article 10 shall in such case (unless the context
shall otherwise require) be construed as extending to and including such Paying
Agent within its meaning as fully and for all intents and purposes as if such
Paying Agent were named in this Article 10 in place of the Trustee.


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                                   ARTICLE 11

                               SECURITY DOCUMENTS

SECTION 11.01.      COLLATERAL AND SECURITY DOCUMENTS.

                  (a) In order to secure the due and punctual payment of the
Notes, the Pledgors have entered into the respective Security Documents to which
they are party to create the Security Interests and for related matters. Subject
to the provisions in the Intercreditor Agreement and this Indenture, the Notes
and the Subsidiary Guarantees shall be secured by the Collateral securing the
Senior Bank Debt from time to time.

                  (b) Each holder of a Note, by accepting a Note, agrees to all
of the terms and provisions of the Security Documents, as the same may be
amended from time to time pursuant to the provisions of the Security Documents
and this Indenture.

SECTION 11.02.      RECORDING, ETC.

                  (a) The Company will, and will cause each other Pledgor to,
take or cause to be taken all action required or necessary to maintain, preserve
and protect the Security Interests in the Collateral granted by the Security
Documents, including, but not limited to, causing all financing statements,
Mortgages, other instruments of further assurance, including, without
limitation, continuation statements covering security interests in personal
property, and all mortgages securing purchase money obligations delivered to the
Trustee or to the trustee, mortgagee or other holder of a Permitted Lien under
Section 11.05 to be promptly recorded, registered and filed, and at all times to
be kept recorded, registered and filed, and will execute and file such financing
statements and cause to be issued and filed such continuation statements, all in
such manner and in such places as may be required by law fully to preserve and
protect the rights of the Holders of the Notes and the Trustee under this
Indenture and the Security Documents to all property comprising the Collateral.
Without limiting the generality of the foregoing covenant, the Company will
cause each Guarantor that is not in existence on the date hereof to execute and
deliver to the Trustee at such time as such Guarantor owns, possesses or
acquires any property or assets of the type or nature that would constitute
Collateral (i) a joinder agreement to the Security Agreement substantially in
the form of Exhibit 3 thereto and (ii) any other Security Documents as shall be
necessary or reasonably requested by the Trustee in order to grant, perfect,
preserve and protect the Security Interest in such property and assets.

                  The Company will from time to time promptly pay and discharge
all mortgage and financing and continuation statement recording and/or filing
fees, charges and taxes relating to this Indenture and the Security Documents,
any amendments thereto and any other instruments of further assurance. Without
limiting the generality of the foregoing covenant, in the event at any time the
Trustee shall determine that additional mortgage recording, transfer or similar
taxes are required to be paid to perfect or continue any Lien on any Real
Property, the Company shall pay such taxes promptly upon demand by the Trustee.
Notwithstanding the foregoing, the Trustee shall not have any duty or obligation
to ascertain whether any such taxes are required to be paid at any time, and the
determination referred to in the preceding sentence shall only be made by the
Trustee upon receipt of written notice that such taxes are due and owing.

                  (b) The Company shall furnish or cause to be furnished to the
Trustee:

                  (i) at the time of execution and delivery of this Indenture,
         Opinion(s) of Counsel substantially in the form of those delivered
         pursuant to the provisions of the Senior Credit Facility, relating to
         the creation, enforceability and perfection of the Security Interests
         and Liens created by the Security Documents delivered in accordance
         therewith, with such modifications as shall be necessary or reasonably
         requested by the Trustee;


                                      -58-
<PAGE>   66

                  (ii) within 60 days after the date of this Indenture,
         Opinion(s) of Counsel either (a) substantially to the effect that, in
         the opinion of such counsel, this Indenture, each Security Document and
         all other instruments of further assurance or assignment, if any, have
         been properly recorded, registered and filed to the extent necessary to
         perfect or otherwise make effective the Security Interests created by
         each such Security Document; and

                  (iii) within 30 days after May 1 in each year beginning with
         May 1, 2002, an Opinion of Counsel, dated as of such date, either (a)
         to the effect that, in the opinion of such counsel, such action has
         been taken with respect to the recordings, registerings, filings,
         re-recordings, re-registerings and refilings of all financing
         statements, continuation statements or other instruments of further
         assurance as is necessary to maintain the Security Interests of each of
         the Security Documents and reciting with respect to such Security
         Interests the details of such action or referencing prior Opinions of
         Counsel in which such details are given, and stating that all financing
         statements and continuation statements have been executed and filed
         that are necessary fully to preserve and protect the rights of the
         holders and the Trustee hereunder and under each of the Security
         Documents with respect to the Security Interests, or (b) to the effect
         that, in the opinion of such Counsel, no such action is necessary to
         maintain such Security Interests.

SECTION 11.03.      CERTAIN DISPOSITIONS OF COLLATERAL WITHOUT RELEASE.

                  (a) Notwithstanding the provisions of Section 11.04, so long
as no Event of Default shall have occurred and be continuing the Pledgors may,
without any release or consent by the Trustee, do any number of ordinary course
activities in respect of the Collateral so long as the Pledgors may do such
activities under the Senior Credit Facility, without any release by the Senior
Bank Agent.

                  (b) In the event that a Pledgor has sold, exchanged, or
otherwise disposed of or proposes to sell, exchange or otherwise dispose of any
portion of the Collateral which under the provisions of this Section 11.03 may
be sold, exchanged or otherwise disposed of by such Pledgor without any release
or consent of the Trustee, and such Pledgor requests the Trustee to furnish a
written disclaimer, release or quitclaim of any interest in such property under
any of the Security Documents, the Trustee shall promptly execute such an
instrument (in recordable form, where appropriate) upon delivery to the Trustee
of (i) an Officers' Certificate by such Pledgor reciting the sale, exchange or
other disposition made or proposed to be made and describing in reasonable
detail the property affected thereby, and stating that such property is property
which by the provisions of this Section 11.03 may be sold, exchanged or
otherwise disposed of or dealt with by such Pledgor without any release or
consent of the Trustee and (ii) an Opinion of Counsel stating that the sale,
exchange or other disposition made or proposed to be made was duly taken by such
Pledgor in conformity with Section 11.03(a) and that the execution of such
written disclaimer, release or quitclaim is appropriate under this Section
11.03.

                  Any disposition of Collateral made in strict compliance with
the provisions of this Section 11.03 shall be deemed not to impair the Security
Interests in contravention of the provisions of this Indenture. To the extent
this Section 11.03 relates to property or assets that do not constitute
Collateral such provisions shall not apply with respect to any such property or
assets not constituting Collateral.

SECTION 11.04.      RELEASE OF COLLATERAL.

                  (a) In addition to their rights under Section 11.03, the
Pledgors shall have the right, at any time and from time to time, to obtain a
release of any items of the Collateral so long as the Pledgors obtain a release
of the Lien granted to the Senior Bank Agent on such Collateral securing the
Senior Bank Debt in accordance with the provisions of the Senior Credit Facility
and the Intercreditor Agreement.

                  (b) If the Senior Credit Facility is no longer in effect, or
the Senior Bank Debt is no longer secured by any of the Collateral, the Notes
and the Subsidiary Guarantees will not (subject to the provisions of Section
4.12 hereof) be secured by any of the Collateral; provided, however, that if the
Senior Bank Debt is thereafter


                                      -59-
<PAGE>   67

secured by any assets or property of the type that would constitute Collateral,
the Company and its Subsidiaries, in accordance with the provisions of Section
11.05, shall cause the Notes and the Subsidiary Guarantees to be secured by a
Lien on such Collateral. To the extent that the Senior Credit Facility is in
effect and the Senior Bank Agent releases its Lien on all or any portion of the
Collateral of the Company or any Subsidiary securing the Senior Bank Debt, the
Lien on such Collateral securing the Notes and the Subsidiary Guarantees shall
likewise be released (subject to the provisions of Section 4.12 hereof);
provided, however, that if the Senior Bank Debt is thereafter secured by any
assets or property of the type that would constitute Collateral, the Company and
its Subsidiaries, in accordance with the provisions of Section 11.05, shall
cause the Notes and the Subsidiary Guarantees to be secured by a Lien on such
Collateral.

                  (c) In connection with any release by the Senior Bank Agent of
the Collateral securing the Senior Bank Debt, in accordance with the
Intercreditor Agreement, the Trustee shall execute and deliver any and all
instruments evidencing the release of the Lien of the Security Documents on the
Collateral described to be released in the Release Notice (as defined in the
Intercreditor Agreement) delivered by the Senior Bank Agent in accordance with
the provisions of the Intercreditor Agreement.

                  Any releases of Collateral made in strict compliance with the
provisions of this Section 11.04 shall be deemed not to impair the Security
Interests created by the Security Documents in favor of the Trustee for its
benefit and the benefit of the holders of the Notes, in contravention of the
provisions of this Indenture.

                  (d) Notwithstanding the foregoing, if during the continuance
of an Event of Default the Senior Bank Debt is repaid in full and the Senior
Credit Facility ceases to be in effect, any Collateral owned by the Company or
any Subsidiary Guarantor and remaining after any disposal of Collateral, the
proceeds of which were used to repay the Senior Bank Debt, shall continue to
secure the Notes and the Subsidiary Guarantees and shall not be released from
the Lien granted to the Trustee under the Security Documents as a result of the
Senior Credit Facility's Liens being released (but shall be released
automatically when such Event of Default ceases to exist).

SECTION 11.05.      ADDITIONAL COLLATERAL.

                  At any time and from time to time, the Company or any other
Pledgor shall be required to or elects to grant to the Trustee a Security
Interest in additional Collateral pursuant to the provisions of this Indenture
(including without limitation Section 4.16 hereof) or the Security Documents,
the Company and any such Pledgor shall comply with the provisions of this
Section 11.05. The Company and any such Pledgor shall deliver to the Trustee the
following documents:

                  (a) an instrument or instruments in recordable form sufficient
         for the Lien of the Security Documents to cover the additional
         Collateral;

                  (b) in the case of additional Collateral which constitutes
         personal property having a value in excess of $2,000,000:

                           (1) an Opinion of Counsel stating that the Lien of
                  the Security Documents constitutes a direct and valid and
                  perfected Lien on such additional Collateral;

                           (2) an Officers' Certificate of the Company stating
                  that any specific exceptions to such Lien are Liens of the
                  character which were permitted to be Prior Liens under the
                  Security Documents with respect to the Collateral; and

                           (3) evidence of payment or a closing statement
                  indicating payments to be made by the applicable Pledgor of
                  all filing fees, recording charges, transfer taxes and other
                  costs and expenses, including reasonable legal fees and
                  disbursements of counsel for the Trustee (and any local


                                      -60-
<PAGE>   68

                  counsel) that may be incurred to validly and effectively
                  subject such personal property to the Lien of any applicable
                  Security Document to perfect such Liens;

                  (c) in the case of additional Collateral which constitutes
         Real Property:

                           (1) a policy of title insurance (or a commitment to
                  issue title insurance) insuring that the Lien of the Security
                  Documents constitutes a direct and valid and perfected
                  mortgage Lien on such additional Collateral (subject to no
                  Prior Liens other than Prior Liens which were permitted under
                  the Security Documents with respect to the Collateral being
                  replaced by such additional Collateral) in an aggregate amount
                  equal to the Fair Market Value of such additional Collateral
                  and containing the same endorsements in the title insurance
                  policies provided to the Senior Bank Agent and contain only
                  such exceptions to title as shall be Prior Liens and such
                  exceptions as are in title policies provided to the Senior
                  Bank Agent in respect of the Senior Bank Debt;

                           (2) an Officers' Certificate of the Company stating
                  that any specific exceptions to such title insurance or title
                  opinion are Liens permitted to be on Collateral pursuant to
                  the provisions of Section 4.21;

                           (3) a survey with respect to such Real Property
                  substantially in the form thereof, if any, delivered to the
                  Senior Bank Agent in connection with the Lien granted to the
                  Senior Bank Agent with respect to such Real Property;

                           (4) a policy or certificate of insurance as required
                  by any Mortgage relating to such Real Property, which policy
                  or certificate shall bear mortgagee endorsements of the
                  character required by such Mortgage;

                           (5) evidence of payment or a closing statement
                  indicating payments to be made by the applicable Pledgor of
                  all title premiums, recording charges, transfer taxes and
                  other costs and expenses including reasonable legal fees and
                  disbursements of counsel for the Trustee (and any local
                  counsel) that may be incurred to validly and effectively
                  subject such Real Property to the Lien of any applicable
                  Security Document to perfect such Lien;

                           (6) copies of all Leases, all of which Leases shall
                  be in conformance with any applicable provisions of the
                  Security Documents;

                           (7) an Officers' Certificate of the Company stating
                  that there has been issued and is in effect a valid and proper
                  certificate of occupancy or local or foreign equivalent, if
                  required by the local or foreign codes or ordinances for the
                  use then being made of such Real Property and that there is
                  not outstanding any citation, violation or similar notice
                  indicating that such Real Property contains conditions which
                  are not in compliance with local or foreign codes or
                  ordinances relating to building or fire safety or structural
                  soundness; and

                           (8) such consents, approvals, amendments,
                  supplements, estoppels, tenant subordination agreements or
                  other instruments as shall be necessary in order for the owner
                  or holder of the fee interest to grant the Lien contemplated
                  by the Mortgage with respect to such Real Property; and

                  (d) Opinion(s) of Counsel in each jurisdiction in which such
         Collateral is located substantially in the form of the local counsel
         opinions delivered on the date hereof and otherwise in form and
         substance satisfactory to the Trustee with respect to the documents
         executed and delivered by the applicable Pledgor and the Collateral
         encumbered thereby.


                                      -61-
<PAGE>   69

SECTION 11.06.      TRUST INDENTURE ACT REQUIREMENTS.

                  The release of any Collateral pursuant to Article 11 or 12,
from the Lien of any of the Security Documents or the release of, in whole or in
part, the Liens created by any of the Security Documents, will not be deemed to
impair the Security Interests in contravention of the provisions hereof if and
to the extent the Collateral or Liens are released pursuant to the applicable
Security Documents and pursuant to the terms hereof. The Trustee and each of the
holders of the Notes acknowledge that a release of Collateral or Liens strictly
in accordance with the terms of the Security Documents and the terms hereof will
not be deemed for any purpose to be an impairment of the Security Interests in
contravention of the terms of this Indenture. So long as the Senior Credit
Facility is in effect to the extent applicable, without limitation, the Pledgors
and each obligor on the Notes shall cause TIA ss. 314(d) relating to the release
of property or securities from the Liens hereof and of the Security Documents to
be disregarded to the maximum extent permitted by law.

SECTION 11.07.      SUITS TO PROTECT THE COLLATERAL.

                  Subject to the provisions of the Security Documents, the
Trustee shall have power to institute and to maintain such suits and proceedings
as they may deem expedient to prevent any impairment of the Collateral by any
acts which may be unlawful or in violation of any of the Security Documents or
this Indenture, and such suits and proceedings as the Trustee may deem expedient
to preserve or protect its interests and the interests of the Holders of the
Notes in the Collateral (including power to institute and maintain suits or
proceedings to restrain the enforcement of or compliance with any legislative or
other governmental enactment, rule or order that may be unconstitutional or
otherwise invalid if the enforcement of, or compliance with, such enactment,
rule or order would impair the Security Interests or be prejudicial to the
interests of the Holders of the Notes or the Trustee).

SECTION 11.08.      PURCHASER PROTECTED.

                  In no event shall any purchaser in good faith of any property
purported to be released hereunder be bound to ascertain the authority of the
Trustee to execute the release or to inquire as to the satisfaction of any
conditions required by the provisions hereof for the exercise of such authority
or to see to the application of any consideration given by such purchaser or
other transferee; nor shall any purchaser or other transferee of any property or
rights permitted by this Article 11 to be sold be under obligation to ascertain
or inquire into the authority of the Company or any other Pledgor, as
applicable, to make any such sale or other transfer.

SECTION 11.09.      POWERS EXERCISABLE BY RECEIVER OR TRUSTEE.

                  In case the Collateral shall be in the possession of a
receiver or trustee, lawfully appointed, the powers conferred in this Article 11
upon the Company or any other Pledgor, as applicable, with respect to the
release, sale or other disposition of such property may be exercised by such
receiver or trustee, and an instrument signed by such receiver or trustee shall
be deemed the equivalent of any similar instrument of the Company or any other
Pledgor, as applicable, or of any officer or officers thereof required by the
provisions of this Article 11.

SECTION 11.10.      [RESERVED]

SECTION 11.11.      DETERMINATIONS RELATING TO COLLATERAL.

                  In the event (i) the Trustee shall receive any written request
from the Company or any other Pledgor under any Security Document for consent or
approval with respect to any matter or thing relating to any Collateral or the
Company's or any other Pledgor's obligations with respect thereto or (ii) there
shall be due to or from the Trustee under the provisions of any Security
Document any performance or the delivery of any instrument or (iii) the Trustee
shall become aware of any nonperformance by the Company or any other Pledgor of
any covenant or any breach of any representation or warranty of the Company or
any other Pledgor set forth in any Security Document, then, in each such event,
the Trustee shall be entitled to hire experts, consultants, agents and attorneys
to


                                      -62-
<PAGE>   70

advise the Trustee on the manner in which the Trustee should respond to such
request or render any requested performance or response to such nonperformance
or breach (the expenses of which shall be reimbursed to the Trustee pursuant to
Section 7.07). The Trustee shall be fully protected in the taking of any action
recommended or approved by any such expert, consultant, agent or attorney or
agreed to by a majority of holders of the Notes pursuant to Section 6.05.

SECTION 11.12.      RENEWAL AND REFUNDING.

                  Nothing in this Article 11 shall prevent (a) the renewal or
extension, without impairment of the Security Interests, at the same or at a
lower or higher rate of interest, of any of the obligations or Indebtedness of
any Person included in the Collateral or (b) the issue in substitution for any
such obligations or Indebtedness of other obligations or Indebtedness of such
Person for equivalent amounts and of substantially equal or superior rank as to
security, if any; provided, however, that every such obligation or Indebtedness
as so renewed or extended shall continue to be subject to the Lien of the
Security Documents and every substituted obligation of Indebtedness and the
evidence thereof shall be deposited and pledged with the Senior Bank Agent.

SECTION 11.13.      RELEASE UPON TERMINATION OF THE COMPANY'S
                    OBLIGATIONS.

                  In the event that the Company delivers an Officers'
Certificate certifying that its obligations under this Indenture have been
satisfied and discharged by complying with the provisions of Article 8, the
Trustee shall (i) execute and deliver such releases, termination statements and
other instruments (in recordable form, where appropriate) as the Company or any
other Pledgor, as applicable, may reasonably request evidencing the termination
of the Security Interests created by the Security Documents and (ii) not be
deemed to hold the Security Interests for its benefit and the benefit of the
holders of the Notes.

SECTION 11.14.      CERTAIN ACTIONS BY TRUSTEE.

                  Any action taken by the Trustee pursuant to this Article 11
and Article 12 in respect of the release, addition or use of Collateral shall be
taken by the Trustee as its interest in such Collateral may appear, and no
provision of this Article 11 and Article 12 is intended to, or shall, excuse
compliance with any provision of the Intercreditor Agreement or the other
Security Documents that create rights in favor of other holders of Prior Liens.

                                   ARTICLE 12

                           APPLICATION OF TRUST MONEYS

SECTION 12.01.      "TRUST MONEYS" DEFINED.

                  The provisions of this Article 12 shall apply only during the
continuance of an Event of Default when the Senior Credit Facility is repaid in
full and the Senior Credit Facility ceases to be in effect and the Trustee (for
the benefit of itself and the Holders) maintains a Lien on any of the Collateral
pursuant to Section 11.04(b) hereof.

                  All Cash Equivalents received by the Trustee, as the case may
be, in accordance with the terms of this Indenture and the Security Documents:

                  (a) upon the release of property from the Lien of any of the
         Security Documents, including, without limitation, all moneys received
         in respect of the principal of all purchase money, governmental and
         other obligations; or


                                      -63-
<PAGE>   71

                  (b) as compensation for, or proceeds of the sale of, all or
         any part of the Collateral Taken by eminent domain or purchased by, or
         sold pursuant to an order of, a governmental authority or otherwise
         disposed of; or

                  (c) as proceeds of insurance upon any, all or part of the
         Collateral (other than any liability insurance proceeds payable to the
         Trustee for any loss, liability or expense incurred by them); or

                  (d) pursuant to certain provisions of the Mortgages; or

                  (e) as proceeds of any other sale or other disposition of all
         or any part of the Collateral by or on behalf of the Trustee or any
         collection, recovery, receipt, appropriation or other realization of or
         from all or any part of the Collateral pursuant to the Security
         Documents or otherwise; or

                  (f) for application under this Article 12 as elsewhere
         provided in this Indenture or any Security Document, or whose
         disposition is not elsewhere otherwise specifically provided for herein
         or in any Security Document;

(all such moneys being herein sometimes called "Trust Moneys"; provided,
however, that Trust Moneys shall not include any property deposited with the
Trustee pursuant to Article 3 or 8 or delivered to or received by the Trustee
pursuant to Section 6.10 hereof) shall be held by or delivered to the Trustee,
for its benefit and the benefit of the Holders of Notes as a part of the
Collateral in accordance with the provisions of this Indenture and the
applicable Security Documents and, upon any entry upon or sale or other
disposition of the Collateral or any part thereof pursuant to any of the
Security Documents, said Trust Moneys shall be applied in accordance with
Section 6.10; but, prior to any such entry, sale or other disposition, all or
any part of the Trust Moneys may be withdrawn, and shall be released, paid or
applied by the Trustee, from time to time as provided in Sections 12.02 through
12.06, inclusive, and the Intercreditor Agreement.

                  On the date the Senior Credit Facility is terminated there
shall be established and, at all times thereafter until this Indenture shall
have terminated, there shall be maintained with the Trustee an account which
shall be entitled the "Collateral Account" (the "Collateral Account"). The
Collateral Account shall be established and maintained by the Trustee at its
corporate trust offices located in New York or Illinois. All Trust Moneys that
are received by the Trustee shall be held, applied and/or disbursed by the
Trustee in accordance with the provisions of this Article 12.

SECTION 12.02.      RETIREMENT OF SECURITIES.

                  The Trustee shall apply Trust Moneys from time to time to the
payment of the principal of and interest on any Notes, when due or to the
redemption thereof or the purchase thereof upon tender or in the open market or
at private sale or upon any exchange or in any one or more of such ways,
including, without limitation, pursuant to an Asset Sale Offer under Section
4.10 or a Change of Control Offer under Section 4.15, as the Company shall
request in writing, upon receipt by the Trustee of the following:

                  (a) Board Resolutions of the Company directing the application
         pursuant to this Section 12.02 of a specified amount of Trust Moneys
         and, in case any such moneys are to be applied to payment, designating
         the Notes so to be paid and, in case any such moneys are to be applied
         to the purchase of Notes, prescribing the method of purchase, the price
         or prices to be paid and the maximum principal amount of Notes to be
         purchased and any other provisions of this Indenture governing such
         purchase;

                  (b) cash in the maximum amount of the accrued interest, if
         any, required to be paid in connection with any such purchase, which
         cash shall be held by the Trustee in trust for such purpose;


                                      -64-
<PAGE>   72

                  (c) an Officers' Certificate of the Company, dated not more
         than five Business Days prior to the date of the relevant application
         stating

                           (i) that no Default or Event of Default exists unless
                  such Default or Event of Default would be cured thereby; and

                           (ii) that all conditions precedent and covenants
                  herein provided for relating to such application of Trust
                  Moneys have been complied with; and

                  (d) an Opinion of Counsel stating that the documents and the
         Cash Equivalents, if any, which have been or are therewith delivered to
         and deposited with the Trustee conform to the requirements of this
         Indenture and that all conditions precedent herein provided for
         relating to such application of Trust Moneys have been complied with.

                  Upon compliance with the foregoing provisions of this Section,
the Trustee shall apply Trust Moneys as directed and specified by such Board
Resolution, up to, but not exceeding, the principal amount of the Notes so paid
or purchased, using the cash deposited pursuant to paragraph (b) of this Section
12.02, to the extent necessary, to pay any accrued interest required in
connection with such purchase.

                  A Board Resolution expressed to be irrevocable directing the
application of Trust Moneys under this Section 12.02 to the payment of the
principal of particular Notes shall for all purposes of this Indenture be deemed
the equivalent of the deposit of money with the Trustee in trust for such
purpose. Such Trust Moneys and any cash deposited with the Trustee pursuant to
paragraph (b) of this Section 12.02 for the payment of accrued interest shall
not, after compliance with the foregoing provisions of this Section, be deemed
to be part of the Collateral or Trust Moneys.

SECTION 12.03.      POWERS EXERCISABLE NOTWITHSTANDING EVENT OF DEFAULT.

                  In case an Event of Default shall have occurred and shall be
continuing, the Company or any Guarantor, as applicable, while in possession of
Collateral (other than Cash Equivalents, securities and other personal property
held by, or required to be deposited or pledged with, the Trustee hereunder or
under the Security Documents or with the trustee, mortgagee or other holder of a
Prior Lien), may do any of the things not expressly provided for in this
Indenture if the holders of a majority in aggregate principal amount of the
Notes outstanding, by appropriate action of such holders, shall consent to such
action. This Section 12.03 shall not apply, however, during the continuance of
an Event of Default of the type specified in Section 6.01(i) or (ii).

SECTION 12.04.      POWERS EXERCISABLE BY COLLATERAL AGENT OR RECEIVER.

                  In case the Collateral (other than any Cash Equivalents,
securities and other personal property held by, or required to be deposited or
pledged with, the Trustee hereunder or under the Security Documents or with the
trustee, mortgagee or other holder of a Prior Lien) shall be in the possession
of a receiver or trustee lawfully appointed, the powers hereinbefore in this
Article 12 conferred upon the Company and any Guarantor, as applicable, with
respect to the withdrawal or application of Trust Moneys may be exercised by
such receiver or trustee, in which case a certificate signed by such receiver or
trustee shall be deemed the equivalent of any Officers' Certificate required by
this Article 12. If the Trustee shall be in possession of any of the Collateral
hereunder or under any of the Security Documents, such powers may be exercised
by the Trustee, in its discretion.

SECTION 12.05.      DISPOSITION OF NOTES  RETIRED.

                  All Notes received by the Trustee and for whose purchase Trust
Moneys are applied under this Article 12, if not otherwise cancelled, shall be
promptly delivered to the Trustee for cancellation and destruction


                                      -65-
<PAGE>   73

unless the Trustee shall be otherwise directed in writing by the Company. Upon
destruction of any Notes, the Trustee shall issue a certificate of destruction
to the Company.

SECTION 12.06.      INVESTMENT OF TRUST MONEYS.

                  All or any part of any Trust Moneys held by the Trustee
hereunder (except such as may be held for the account of any particular Notes)
shall from time to time be invested or reinvested by the Trustee in any Cash
Equivalents pursuant to the written direction of the Company which shall specify
the Cash Equivalents in which such Trust Moneys shall be invested. Such Cash
Equivalents shall be held by the Trustee, as the case may be, as a part of the
Collateral, subject to the same provisions hereof as the cash used by it to
purchase such Cash Equivalents.

                  The Trustee shall not be liable or responsible for any loss
resulting from such investments or sales except only for its own grossly
negligent action, its own grossly negligent failure to act or its own willful
misconduct in complying with this Section 12.06.

                                   ARTICLE 13

                                  MISCELLANEOUS

SECTION 13.01.      TRUST INDENTURE ACT CONTROLS.

                  If any provision of this Indenture or the Security Documents
limits, qualifies or conflicts with the duties imposed by TIA ss.318(c), the
imposed duties shall control except as otherwise provided pursuant to Section
11.06 to the extent they cannot be disregarded, pursuant to TIA ss. 314(d).

SECTION 13.02.      NOTICES.

                  Any notice or communication by the Company or the Trustee to
the others is duly given if in writing and delivered in Person or mailed by
first class mail (registered or certified, return receipt requested), telex,
telecopier or overnight air courier guaranteeing next day delivery, to the
others' address:

                  If to the Company or any Guarantor:

                  Metal Management, Inc.
                  500 North Dearborn Street, Suite 600
                  Chicago, Illinois 60610
                  Telecopier No.: (312) 645-0570
                  Attention:  Chief Financial Officer and General Counsel

                  With a copy to:

                  Mayer, Brown & Platt
                  190 South LaSalle Street
                  Chicago, Illinois 60603
                  Telecopier No.: (312) 701-7711
                  Attention:  Paul W. Theiss


                                      -66-
<PAGE>   74

                  If to the Trustee:

                  BNY Midwest Trust Company
                  2 North LaSalle Street, Suite 1020
                  Chicago, Illinois 60602
                  Telecopier No.:  (312) 827-8542
                  Attention: Indenture Trust Administration

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

                  All notices and communications (other than those sent to
Holders) shall be deemed to have been duly given: at the time delivered by hand,
if personally delivered; five Business Days after being deposited in the mail,
postage prepaid, if sent by registered or certified mail; 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 shall 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 shall 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
shall 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
shall 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 Guarantors, the Trustee, the Registrar and any other Person 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 or any
Guarantor to the Trustee to take any action under this Indenture, the Company or
such Guarantor shall furnish to the Trustee, at the request of the Trustee:

                  (a) an Officer's Certificate in form and substance reasonably
         satisfactory to the Trustee (which shall 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

                  (b) an Opinion of Counsel in form and substance reasonably
         satisfactory to the Trustee (which shall 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.


                                      -67-
<PAGE>   75

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 and the Security Documents
(other than a certificate provided pursuant to TIA ss. 314(a)(4) and the
Officer's Certificate required by Section 4.08 hereof) shall comply with the
provisions of TIA ss. 314(e) and shall include:

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

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

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

                  (d) a statement as to whether or not, in the opinion of such
         Person, such condition or covenant has been satisfied; provided,
         however, that with respect to matters of fact, an Opinion of Counsel
         may rely on an Officer's Certificate or certificates of public
         officials.

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 director, officer, employee, incorporator or stockholder of
the Company or any Guarantor, as such, shall have any liability for any
obligations of the Company or the Guarantors under the Notes, the Subsidiary
Guarantees, this Indenture or the Security Documents 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.

SECTION 13.08.      GOVERNING LAW.

                  THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE
USED TO CONSTRUE THIS INDENTURE, THE NOTES AND THE SUBSIDIARY GUARANTEES.

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.

SECTION 13.10.      SUCCESSORS.

                  All agreements of the Company and the Guarantors in this
Indenture and the Notes shall bind their respective successors. All agreements
of the Trustee in this Indenture shall bind its successors.


                                      -68-
<PAGE>   76

SECTION 13.11.      SEVERABILITY.

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

SECTION 13.12.      COUNTERPART ORIGINALS.

                  The parties may sign any number of copies of this Indenture.
Each signed copy shall be an original, but all of them together 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 shall
in no way modify or restrict any of the terms or provisions hereof.

                         [Signatures on following page.]


                                      -69-
<PAGE>   77


                                   SIGNATURES

Dated as of June 29, 2001       METAL MANAGEMENT, INC.



                                By:     /s/ Robert C. Larry
                                       -----------------------------------------
                                       Name:  Robert C. Larry
                                       Title: Executive Vice President

                                CALIFORNIA METALS RECYCLING, INC.
                                CIM TRUCKING, INC.
                                FIRMA, INC.
                                FIRMA PLASTIC CO., INC.
                                MAC LEOD METALS CO.
                                METAL MANAGEMENT AEROSPACE, INC.
                                METAL MANAGEMENT ALABAMA, INC.
                                METAL MANAGEMENT ARIZONA, L.L.C.
                                METAL MANAGEMENT CONNECTICUT, INC.
                                METAL MANAGEMENT GULF COAST, INC.
                                METAL MANAGEMENT INDIANA, INC.
                                METAL MANAGEMENT MEMPHIS, L.L.C.
                                METAL MANAGEMENT MIDWEST, INC.
                                METAL MANAGEMENT MISSISSIPPI, L.L.C.
                                METAL MANAGEMENT NORTHEAST, INC.
                                METAL MANAGEMENT OHIO, INC.
                                METAL MANAGEMENT PITTSBURGH, INC.
                                METAL MANAGEMENT REALTY, INC.
                                METAL MANAGEMENT S&A HOLDINGS, INC.
                                METAL MANAGEMENT SERVICES, INC.
                                METAL MANAGEMENT STAINLESS & ALLOY, INC.
                                METAL MANAGEMENT WEST COAST HOLDINGS, INC.
                                METAL MANAGEMENT WEST, INC.
                                METALS.COM, INC.
                                MTLM ARIZONA, INC.
                                PROLER SOUTHWEST INC.
                                TROJAN TRADING CO.


                                By:     /s/ Robert C. Larry
                                       -----------------------------------------
                                       Name:  Robert C. Larry
                                       Title: Vice President



                                       S-1
<PAGE>   78

                                RESERVE IRON & METAL LIMITED PARTNERSHIP

                                By:    METAL MANAGEMENT OHIO, INC.,
                                       its general partner


                                By:     /s/ Robert C. Larry
                                       -----------------------------------------
                                       Name:  Robert C. Larry
                                       Title: Vice President


BNY MIDWEST TRUST COMPANY,
as Trustee


By:     /s/ D. G. Donovan
       -------------------------------
       Name:  D. G. Donovan
       Title: Assistant Vice President


                                      S-2