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                                                                    EXHIBIT 4.12


                                VIASYSTEMS, INC.
                                    AS ISSUER

                                       AND

                                   [TRUSTEE],
                                   AS TRUSTEE

                                   ----------

                                    INDENTURE

                              DATED AS OF [_______]

                                   ----------

                            14% SENIOR NOTES DUE 2007



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                                TABLE OF CONTENTS

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ARTICLE 1             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION....................................1

         SECTION 1.01.         Definitions.......................................................................1

         SECTION 1.02.         Other Definitions................................................................19

         SECTION 1.03.         Rules of Construction............................................................20

         SECTION 1.04.         Incorporation by Reference of TIA................................................20

         SECTION 1.05.         Conflict with TIA................................................................21

         SECTION 1.06.         Compliance Certificates and Opinions.............................................21

         SECTION 1.07.         Form of Documents Delivered to Trustee...........................................21

         SECTION 1.08.         Acts of Noteholders; Record Dates................................................22

         SECTION 1.09.         Notices, Etc., to Trustee and Company............................................23

         SECTION 1.10.         Notices to Holders; Waivers......................................................24

         SECTION 1.11.         Effect of Headings and Table of Contents.........................................24

         SECTION 1.12.         Successors and Assigns...........................................................24

         SECTION 1.13.         Separability Clause..............................................................24

         SECTION 1.14.         Benefits of Indenture............................................................24

         SECTION 1.15.         GOVERNING LAW....................................................................24

         SECTION 1.16.         Legal Holidays...................................................................25

         SECTION 1.17.         No Personal Liability of Directors, Officers, Employees, Incorporators
                               and Stockholders.................................................................25

         SECTION 1.18.         Exhibits and Schedules...........................................................25

         SECTION 1.19.         Counterparts.....................................................................25

ARTICLE 2             NOTE FORMS................................................................................25

         SECTION 2.01.         Forms Generally..................................................................25

         SECTION 2.02.         Form of Trustee's Certificate of Authentication..................................26

         SECTION 2.03.         Restrictive Legends..............................................................26

ARTICLE 3             THE NOTES.................................................................................26

         SECTION 3.01.         Title and Terms..................................................................26

         SECTION 3.02.         Denominations....................................................................27

         SECTION 3.03.         Execution, Authentication and Delivery and Dating................................27
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                                TABLE OF CONTENTS
                                   (continued)

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         SECTION 3.04.         Registration, Registration of Transfer and Exchange..............................28

         SECTION 3.05.         Mutilated, Destroyed, Lost and Stolen Notes......................................28

         SECTION 3.06.         Persons Deemed Owners............................................................29

         SECTION 3.07.         Cancellation.....................................................................29

         SECTION 3.08.         Computation of Interest and Accretion............................................29

ARTICLE 4             COVENANTS.................................................................................29

         SECTION 4.01.         Payment of Accreted Value and Interest...........................................29

         SECTION 4.02.         Maintenance of Office or Agency..................................................30

         SECTION 4.03.         Taxes............................................................................30

         SECTION 4.04.         Stay, Extension and Usury Laws...................................................30

         SECTION 4.05.         Corporate Existence..............................................................30

         SECTION 4.06.         SEC Reports......................................................................30

         SECTION 4.07.         Limitation on Indebtedness.......................................................31

         SECTION 4.08.         Limitation on Restricted Payments................................................32

         SECTION 4.09.         Limitation on Restrictions on Distributions from Restricted Subsidiaries.........34

         SECTION 4.10.         Limitation on Sales of Assets and Subsidiary Stock...............................35

         SECTION 4.11.         Limitation on Affiliate Transactions.............................................38

         SECTION 4.12.         Limitation on Capital Stock of Restricted Subsidiaries...........................38

         SECTION 4.13.         Compliance Certificate...........................................................39

         SECTION 4.14.         Offer to Repurchase upon Change of Control.......................................39

         SECTION 4.15.         Limitation on Liens..............................................................40

         SECTION 4.16.         Further Instruments and Acts.....................................................40

ARTICLE 5             CONSOLIDATION, MERGER OR SALE OF ASSETS...................................................40

         SECTION 5.01.         Consolidation, Merger or Sale of Assets..........................................40

         SECTION 5.02.         Opinion of Counsel to Trustee....................................................41

ARTICLE 6             REMEDIES..................................................................................41

         SECTION 6.01.         Events of Default................................................................41

         SECTION 6.02.         Acceleration.....................................................................43

         SECTION 6.03.         Other Remedies...................................................................43
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                                       ii
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         SECTION 6.04.         Waiver of Past Defaults..........................................................44

         SECTION 6.05.         Control by Majority..............................................................44

         SECTION 6.06.         Limitation on Suits..............................................................44

         SECTION 6.07.         Rights of Holders to Receive Payment.............................................44

         SECTION 6.08.         Trustee May File Proofs of Claim.................................................44

         SECTION 6.09.         Priorities.......................................................................45

         SECTION 6.10.         Undertaking for Costs............................................................45

         SECTION 6.11.         Restoration of Rights and Remedies...............................................45

         SECTION 6.12.         Rights and Remedies Cumulative...................................................46

ARTICLE 7             THE TRUSTEE...............................................................................46

         SECTION 7.01.         Certain Duties and Responsibilities..............................................46

         SECTION 7.02.         Certain Rights of Trustees.......................................................47

         SECTION 7.03.         Not Responsible for Recitals or Issuance of Notes................................47

         SECTION 7.04.         Trustee's Disclaimer.............................................................48

         SECTION 7.05.         May Hold Notes...................................................................48

         SECTION 7.06.         Money Held in Trust..............................................................48

         SECTION 7.07.         Compensation and Reimbursement...................................................48

         SECTION 7.08.         Conflicting Interests............................................................48

         SECTION 7.09.         Corporate Trustee Required; Eligibility..........................................49

         SECTION 7.10.         Resignation and Removal; Appointment of Successor................................49

         SECTION 7.11.         Acceptance of Appointment by Successor...........................................50

         SECTION 7.12.         Merger, Conversion, Consolidation or Succession to Business......................50

         SECTION 7.13.         Preferential Collection of Claims Against the Company............................51

         SECTION 7.14.         Appointment of Authenticating Agent..............................................51

ARTICLE 8             HOLDERS' LIST AND REPORTS BY TRUSTEE AND THE COMPANY......................................51

         SECTION 8.01.         The Company to Furnish Trustee Names and Addresses of Holders....................51

         SECTION 8.02.         Preservation of Information; Communications to Holders...........................51

         SECTION 8.03.         Reports by Trustee...............................................................52
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ARTICLE 9             AMENDMENT, SUPPLEMENT OR WAIVER...........................................................52

         SECTION 9.01.         Without Consent of the Holders...................................................52

         SECTION 9.02.         With Consent of Holders..........................................................52

         SECTION 9.03.         Execution of Amendments, Supplements or Waivers..................................53

         SECTION 9.04.         Revocation and Effect of Consents................................................54

         SECTION 9.05.         Conformity with TIA..............................................................54

         SECTION 9.06.         Notation on or Exchange of Notes.................................................54

ARTICLE 10            REDEMPTION OF NOTES.......................................................................54

         SECTION 10.01.        Right of Redemption..............................................................54

         SECTION 10.02.        Applicability of Article.........................................................56

         SECTION 10.03.        Notice of Redemption.............................................................56

         SECTION 10.04.        Deposit of Redemption Price......................................................56

         SECTION 10.05.        Notes Payable on Redemption Date.................................................56

ARTICLE 11            SATISFACTION AND DISCHARGE................................................................57

         SECTION 11.01.        Discharge of Liability on Notes; Defeasance......................................57

         SECTION 11.02.        Conditions to Defeasance.........................................................58

         SECTION 11.03.        Application of Trust Money.......................................................59

         SECTION 11.04.        Repayment to Company.............................................................59

         SECTION 11.05.        Indemnity for U.S. Government Obligations........................................59

         SECTION 11.06.        Reinstatement....................................................................59
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                                       iv
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         INDENTURE, dated as of [________] (as amended, supplemented or
otherwise modified from time to time, this "INDENTURE"), between Viasystems,
Inc., a Delaware corporation, as issuer (the "COMPANY"), and [TRUSTEE], a
[________] banking corporation, as trustee (the "TRUSTEE").

                             RECITALS OF THE COMPANY

         The Company has duly authorized the execution and delivery of this
Indenture to provide for the governance of the 14% Senior Notes due 2007 of the
Company originally issued on July 19, 2001 (the "CLOSING DATE") with an
aggregate Initial Accreted Value of $100,000,000 (the "NOTES"). All things
necessary to make the Notes the valid obligation of the Company and to make this
Indenture a valid agreement of the Company as of the date hereof, in accordance
with the terms of the Notes and this Indenture, have been done.

                   NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

                                   ARTICLE 1
             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

         SECTION 1.01. Definitions.

         "ADDITIONAL ASSETS" means: (i) any property or assets (other than
Indebtedness and Capital Stock) in a Related Business; (ii) the Capital Stock of
a Person that becomes a Restricted Subsidiary as a result of the acquisition of
such Capital Stock by the Company or a Restricted Subsidiary of the Company;
(iii) Capital Stock constituting a minority interest in any Person that at such
time is a Restricted Subsidiary of the Company; or (iv) Permitted Investments of
the type and in the amounts described in clause (viii) of the definition
thereof; provided, however, that, in the case of clauses (ii) and (iii) of this
definition, such Restricted Subsidiary is primarily engaged in a Related
Business.

         "AFFILIATE" means, as applied to any Person, (i) any other Person
directly or indirectly controlling, controlled by, or under direct or indirect
common control with, such Person. For purposes of this definition, "control"
(including, with correlative meanings, the terms "controlling," "controlled by"
and "under common control with"), as applied to any Person, means the
possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of such Person, whether through the
ownership of voting securities, by contract or otherwise or (ii) without
limiting the foregoing, the beneficial ownership of 10% or more of the voting
power of the Voting Stock of such Person (on a fully diluted basis) or of
warrants or rights to acquire such Voting Stock whether or not presently
exercisable.

         "ASSET DISPOSITION" means any sale, lease, transfer, issuance or other
disposition (or series of related sales, leases, transfers, issuances or
dispositions that are part of a common plan) of shares of Capital Stock of a
Restricted Subsidiary (other than directors' qualifying shares), property or
other assets (each referred to for the purposes of this definition as a
"disposition") by the Company or any of its Restricted Subsidiaries (including
any disposition by means of a


<PAGE>


merger, consolidation or similar transaction) other than (i) a disposition by a
Restricted Subsidiary to the Company or by the Company or a Restricted
Subsidiary to a Wholly-Owned Subsidiary, (ii) a disposition of inventory in the
ordinary course of business, (iii) a disposition of obsolete or worn out
equipment or equipment that is no longer useful in the conduct of the business
of the Company and its Restricted Subsidiaries and that is disposed of in each
case in the ordinary course of business, (iv) dispositions of property for net
proceeds which, when taken collectively with the net proceeds of any other such
dispositions under this clause (iv) that were consummated since the beginning of
the calendar year in which such disposition is consummated, do not exceed 1.50%
of the consolidated book value of the Company's assets as of the most recent
date prior to such disposition for which a consolidated balance sheet of the
Company has been regularly prepared, (v) transactions permitted under Section
5.01, (vi) transactions permitted under Section 4.08, and (vii) any disposition
that constitutes a Change of Control.

         "ASSET SWAP" means the execution of a definitive agreement, subject
only to customary closing conditions that the Company in good faith believes
will be satisfied, for a substantially concurrent purchase and sale, or
exchange, of Productive Assets between the Company or any of its Restricted
Subsidiaries and another Person or group of affiliated Persons; provided,
however, that any amendment to or waiver of any closing condition that
individually or in the aggregate is material to the Asset Swap shall be deemed
to be a new Asset Swap.

         "ATTRIBUTABLE INDEBTEDNESS" in respect of a Sale/Leaseback Transaction
means, as at the time of determination, the present value (discounted at the
interest rate borne by the Notes, compounded annually) of the total obligations
of the lessee for rental payments during the remaining term of the lease
included in such Sale/Leaseback Transaction (including any period for which such
lease has been extended).

         "AUTHENTICATING AGENT" means any Person authorized by the Trustee
pursuant to Section 7.14 to act on behalf of the Trustee to authenticate Notes
of one or more series.

         "AVERAGE LIFE" means, as of the date of determination, with respect to
any Indebtedness, the quotient obtained by dividing (i) the sum of the products
of the numbers of years from the date of determination to the dates of each
successive scheduled principal payment of such Indebtedness or redemption
multiplied by the amount of such payment by (ii) the sum of all such payments.

         "BANK INDEBTEDNESS" means all Obligations, and all other obligations
(monetary or otherwise) pursuant to the Credit Agreement and all Hedging
Obligations payable to a lender or an Affiliate thereof or to a Person that was
a lender or an Affiliate thereof at the time the contract was entered into under
the Credit Agreement or any of its Affiliates (including, without limitation,
all interest accruing on or after, or which would accrue but for, the filing of
any petition in bankruptcy or for reorganization, whether or not allowed
thereby).

         "BOARD OF DIRECTORS" means, with respect to any Person, the board of
directors or board of managers of such Person or any committee thereof duly
authorized to act on behalf of such board. Unless the context otherwise
requires, "Board of Directors" refers to the Board of Directors of the Company.



                                       2
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         "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 its 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. Unless the context otherwise requires, "BOARD RESOLUTION" refers to a
Board Resolution of the Company.

         "BUSINESS DAY" means any day except a Saturday, Sunday or other day on
which commercial banks in New York, New York are authorized by law to close.

         "CAPITAL STOCK" means (a) in the case of a corporation, corporate
stock, (b) in the case of an association or business entity, any and all shares,
interests, participations, rights or other equivalents (however designated) of
corporate stock, (c) in the case of a partnership or limited liability company,
partnership or membership interests (whether general or limited) and (d) 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.

         "CAPITALIZED LEASE OBLIGATIONS" means an obligation that is required to
be classified and accounted for as a capitalized lease for financial reporting
purposes in accordance with GAAP, and the amount of Indebtedness represented by
such obligation shall be the capitalized amount of such obligation determined in
accordance with GAAP, and the Stated Maturity thereof shall be the date of the
last payment of rent or any other amount due under such lease prior to the first
date such lease may be terminated without penalty.

         "CHANGE OF CONTROL" means the occurrence of any of the following (a)
any "Person" or "group" (as such terms are used in Sections 13(d) and 14(d) of
the Exchange Act), excluding Hicks, Muse, Tate & Furst Incorporated, Mills &
Partners, Inc., their principals and their Affiliates and management ("HMTF")
and their respective employees, directors and officers (the "HMTF GROUP"), shall
become the "beneficial owner" (as defined in Rules 13(d)-3 and 13(d)-5 under the
Exchange Act), directly or indirectly, of more than the greater of (i) 35% of
the shares of voting Capital Stock of Parent then outstanding or (ii) the
percentage of the then outstanding voting Capital Stock of Parent owned by the
HMTF Group; (b) the board of directors of Parent shall not consist of a majority
of Continuing Directors; or (c) a "Change of Control" (or any comparable
concept) as defined in any document pertaining to the High Yield Notes.

         "CLOSING DATE" means July 19, 2001, the date on which the Notes were
originally issued.

         "CODE" means the Internal Revenue Code of 1986, as amended.

         "COMMON STOCK" means, with respect to any Person, any and all shares of
such Person's Capital Stock (excluding Preferred Stock of such Person),
including, without limitation, all series and classes of such common stock.

         "COMPANY REQUEST," "COMPANY ORDER" and "COMPANY CONSENT" mean,
respectively, a written request, order or consent signed in the name of the
Company by an Officer of the Company.



                                       3
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         "COMPANY" means Viasystems, Inc., a Delaware corporation, and any
successor in interest thereto.

         "CONSOLIDATED CASH FLOW" for any period means the Consolidated Net
Income for such period, plus without duplication, the following to the extent
deducted in calculating such Consolidated Net Income: (i) income tax expense,
(ii) Consolidated Interest Expense, (iii) depreciation expense, (iv)
amortization expense, (v) exchange or translation losses on foreign currencies,
and (vi) all other non-cash items reducing Consolidated Net Income (excluding
any non-cash item to the extent it represents an accrual of or reserve for cash
disbursements for any subsequent period prior to the Stated Maturity of the
Notes and less, to the extent added in calculating Consolidated Net Income, (x)
exchange or translation gains on foreign currencies, and (y) non-cash items
(excluding such non-cash items to the extent they represent an accrual for cash
receipts reasonably expected to be received prior to the Stated Maturity of the
Notes), in each case for such period. Notwithstanding the foregoing, the income
tax expense, depreciation expense and amortization expense of a Subsidiary of
the Company shall be included in Consolidated Cash Flow only to the extent (and
in the same proportion) that the net income of such Subsidiary was included in
calculating Consolidated Net Income.

         "CONSOLIDATED COVERAGE RATIO" as of any date of determination means the
ratio of (i) the aggregate amount of Consolidated Cash Flow for the period of
the most recent four consecutive fiscal quarters ending prior to the date of
such determination and as to which financial statements are available to (ii)
Consolidated Interest Expense for such four fiscal quarters; provided, however,
that (1) if the Company or any of its Restricted Subsidiaries has Incurred any
Indebtedness since the beginning of such period that remains outstanding or if
the transaction giving rise to the need to calculate the Consolidated Coverage
Ratio is an Incurrence of Indebtedness, or both, Consolidated Cash Flow and
Consolidated Interest Expense for such period shall be calculated after giving
effect on a pro forma basis to (A) such Indebtedness as if such Indebtedness had
been Incurred on the first day of such period (provided that if such
Indebtedness is Incurred under a revolving credit facility (or similar
arrangement or under any predecessor revolving credit or similar arrangement)
only that portion of such Indebtedness that constitutes the one year projected
minimum balance of such Indebtedness (as determined in good faith by senior
management of the Company and assuming a constant level of sales) shall be
deemed outstanding for purposes of this calculation) and (B) the discharge of
any other Indebtedness repaid, repurchased, defeased or otherwise discharged
with the proceeds of such new Indebtedness as if such discharge had occurred on
the first day of such period, (2) if since the beginning of such period any
Indebtedness of the Company or any of its Restricted Subsidiaries has been
repaid, repurchased, defeased or otherwise discharged (other than Indebtedness
under a revolving credit or similar arrangement unless such revolving credit
Indebtedness has been permanently repaid and has not been replaced),
Consolidated Interest Expense for such period shall be calculated after giving
pro forma effect thereto as if such Indebtedness had been repaid, repurchased,
defeased or otherwise discharged on the first day of such period, (3) if since
the beginning of such period the Company or any of its Restricted Subsidiaries
shall have made any Asset Disposition or if the transaction giving rise to the
need to calculate the Consolidated Coverage Ratio is an Asset Disposition,
Consolidated Cash Flow for such period shall be reduced by an amount equal to
the Consolidated Cash Flow (if positive) attributable to the assets which are
the subject of such Asset Disposition for such period or increased by an amount
equal to the Consolidated Cash Flow (if negative) attributable thereto for




                                       4
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such period, and Consolidated Interest Expense for such period shall be (i)
reduced by an amount equal to the Consolidated Interest Expense attributable to
any Indebtedness of the Company or any of its Restricted Subsidiaries repaid,
repurchased, defeased or otherwise discharged with respect to the Company and
its continuing Restricted Subsidiaries in connection with such Asset Disposition
for such period (or, if the Capital Stock of any Restricted Subsidiary of the
Company is sold, the Consolidated Interest Expense for such period directly
attributable to the Indebtedness of such Restricted Subsidiary to the extent the
Company and its continuing Restricted Subsidiaries are no longer liable for such
Indebtedness after such sale) and (ii) increased by interest income attributable
to the assets which are the subject of such Asset Disposition for such period,
(4) if since the beginning of such period the Company or any of its Restricted
Subsidiaries (by merger or otherwise) shall have made an Investment in any
Restricted Subsidiary of the Company (or any Person which becomes a Restricted
Subsidiary of the Company) or an acquisition of assets, including any Investment
in a Restricted Subsidiary of the Company or any acquisition of assets occurring
in connection with a transaction causing a calculation to be made hereunder,
which constitutes all or substantially all of an operating unit of a business,
or if the transaction giving rise to such calculation is a transaction subject
to Section 5.01, Consolidated Cash Flow and Consolidated Interest Expense for
such period shall be calculated after giving pro forma effect thereto (including
the Incurrence of any Indebtedness and the use of the proceeds therefrom) as if
such Investment or acquisition occurred on the first day of such period and (5)
if since the beginning of such period any Person (that subsequently became a
Restricted Subsidiary of the Company or was merged with or into the Company or
any Restricted Subsidiary of the Company since the beginning of such period)
shall have made any Asset Disposition, Investment or acquisition of assets that
would have required an adjustment pursuant to clause (3) or (4) above if made by
the Company or a Restricted Subsidiary of the Company during such period,
Consolidated Cash Flow and Consolidated Interest Expense for such period shall
be calculated after giving pro forma effect thereto as if such Asset
Disposition, Investment or acquisition occurred on the first day of such period.
For purposes of this definition, whenever pro forma effect is to be given to an
acquisition of assets, the amount of income or earnings relating thereto and the
amount of Consolidated Interest Expense associated with any Indebtedness
Incurred in connection therewith, the pro forma calculations shall be determined
in good faith by a responsible financial or accounting Officer of the Company.
If any Indebtedness bears a floating rate of interest and is being given pro
forma effect, the interest expense on such Indebtedness shall be calculated as
if the rate in effect on the date of determination had been the applicable rate
for the entire period (taking into account any Interest Rate Agreement
applicable to such Indebtedness if such Interest Rate Agreement has a remaining
term in excess of 12 months).

         "CONSOLIDATED INTEREST EXPENSE" means, for any period, the total
interest expense of the Company and its Restricted Subsidiaries, plus, to the
extent not included in such interest expense, (i) interest expense attributable
to capital leases, (ii) amortization of debt discount, (iii) capitalized
interest, (iv) non-cash interest expense, (v) commissions, discounts and other
fees and charges owed with respect to letters of credit and bankers' acceptance
financing, (vi) interest actually paid by the Company or any such Restricted
Subsidiary under any Guarantee of Indebtedness or other obligation of any other
Person, (vii) net payments (whether positive or negative) pursuant to Interest
Rate Agreements, (viii) the cash contributions to any employee stock ownership
plan or similar trust to the extent such contributions are used by such plan or
trust to pay interest or fees to any Person (other than the Company) in
connection with



                                       5
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Indebtedness Incurred by such plan or trust and (ix) cash and Disqualified Stock
dividends in respect of all Preferred Stock of Restricted Subsidiaries and
Disqualified Stock of the Company held by Persons other than the Company or a
Wholly-Owned Subsidiary and less (a) to the extent included in such interest
expense, the amortization of capitalized debt issuance costs and debt discount
solely to the extent relating to the issuance and sale of Indebtedness together
with any equity security as part of an investment unit and (b) interest income.
Notwithstanding the foregoing, the Consolidated Interest Expense with respect to
any Restricted Subsidiary of the Company, that was not a Wholly-Owned
Subsidiary, shall be included only to the extent (and in the same proportion)
that the net income of such Restricted Subsidiary was included in calculating
Consolidated Net Income.

         "CONSOLIDATED NET INCOME" means, for any period, the net income (loss)
of the Company and its consolidated Restricted Subsidiaries; provided, however,
that there shall not be included in such Consolidated Net Income: (i) any net
income (loss) of any Person acquired by the Company or any of its Restricted
Subsidiaries in a pooling of interests transaction for any period prior to the
date of such acquisition; (ii) any net income of any Restricted Subsidiary of
the Company if such Restricted Subsidiary is subject to restrictions, directly
or indirectly, on the payment of dividends or the making of distributions by
such Restricted Subsidiary, directly or indirectly, to the Company (other than
restrictions in effect on the Closing Date with respect to a Restricted
Subsidiary of the Company and other than restrictions that are created or exist
in compliance with Section 4.09 (excluding clause (g) thereof from the operation
of this parenthetical); (iii) any gain or loss realized upon the sale or other
disposition of any assets of the Company or its consolidated Restricted
Subsidiaries (including pursuant to any Sale/Leaseback Transaction) which are
not sold or otherwise disposed of in the ordinary course of business and any
gain or loss realized upon the sale or other disposition of any Capital Stock of
any Person; (iv) any extraordinary gain or loss; (v) the cumulative effect of a
change in accounting principles; (vi) restructuring charges or write-offs
recorded within the one year period following the date of the issuance of the
High Yield Notes in an aggregate amount not to exceed $50 million; (vii) charges
relating to the write-off of acquired in-process research and development
expenses and other intangibles in connection with the application of the
purchase method of accounting to the net assets of a Person acquired by the
Company and its Restricted Subsidiaries and charges related to write-off of
intangible assets; (viii) the net income of any Person, other than a Restricted
Subsidiary, except to the extent of the lesser of (A) dividends or distributions
paid to the Company or any of its Restricted Subsidiaries by such Person and (B)
the net income of such Person (but in no event less than zero), and the net loss
of such Person (other than an Unrestricted Subsidiary) shall be included only to
the extent of the aggregate Investment of the Company or any of its Restricted
Subsidiaries in such Person and (ix) any non-cash expenses attributable to
grants or exercises of employee stock options. Notwithstanding the foregoing,
for the purpose of Section 4.08 only, there shall be excluded from Consolidated
Net Income any dividends, repayments of loans or advances or other transfers of
assets from Unrestricted Subsidiaries to the Company or a Restricted Subsidiary
to the extent such dividends, repayments or transfers increase the amount of
Restricted Payments permitted under Section 4.08 pursuant to clause (a)(3)(E)
thereof.

         "CONSOLIDATED NET WORTH" means the total of the amounts shown on the
balance sheet of the Company and its consolidated Restricted Subsidiaries,
determined on a consolidated basis in accordance with GAAP, as of the end of the
most recent fiscal quarter of the Company ending



                                       6
<PAGE>

prior to the taking of any action for the purpose of which the determination is
being made and for which financial statements are available (but in no event
ending more than 180 days prior to the taking of such action), as (i) the par or
stated value of all outstanding Capital Stock of the Company 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.

         "CONTINUING DIRECTORS" means the directors of Parent on the Closing
Date and each other director, if, in each case, such other director's nomination
for election to the board of directors of Parent is recommended or supported by
a majority of the then Continuing Directors or such other director receives the
vote of HMTF in his or her election by the shareholders.

         "CORPORATE TRUST OFFICE" means the principal office of the Trustee, at
which at any particular time its corporate trust business shall be administered,
which office on the Closing Date is located at [_____________].

         "CREDIT AGREEMENT" means that certain Credit Agreement, dated as of
March 29, 2000, by and among Parent, the Company and certain of its foreign
subsidiaries, the lenders from time to time party thereto, The Chase Manhattan
Bank of Canada, as Canadian administrative agent, Chase Manhattan International
Limited, as the multicurrency administrative agent, and The Chase Manhattan
Bank, as administrative agent, including any related notes, guarantees,
collateral documents, instruments and agreements executed in connection
therewith, and, in each case, as amended, modified, renewed, refunded, replaced
or refinanced from time to time, including, without limitation, any agreement
(i) extending or shortening the maturity of any Indebtedness incurred thereunder
or contemplated thereby, (ii) adding or deleting borrowers or guarantors
thereunder, (iii) increasing the amount of Indebtedness incurred thereunder or
available to be borrowed thereunder, or (iv) otherwise altering the terms and
conditions thereof.

         "CURRENCY AGREEMENT" means in respect of a Person any foreign exchange
contract, currency swap agreement or other similar agreement as to which such
Person is a party or a beneficiary.

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

         "DISQUALIFIED STOCK" means, with respect to any Person, any Capital
Stock of such Person which by its terms (or by the terms of any security into
which it is convertible or for which it is exchangeable) or upon the happening
of any event (i) matures (other than as a result of a Change of Control) or is
mandatorily redeemable pursuant to a sinking fund obligation or otherwise, (ii)
is convertible or exchangeable for Indebtedness or Disqualified Stock (excluding
capital stock which is convertible or exchangeable solely at the option of the
Company or a Restricted Subsidiary) or (iii) is redeemable at the option of the
holder thereof (other than as a result of a Change of Control, in whole or in
part, in each case on or prior to the Stated Maturity of the Notes, provided,
that only the portion of Capital Stock which so matures or is mandatorily
redeemable, is so convertible or exchangeable or is so redeemable at the option
of the holder thereof prior to such Stated Maturity shall be deemed to be
Disqualified Stock.



                                       7
<PAGE>

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

         "FOREIGN SUBSIDIARIES" means a Restricted Subsidiary not organized or
existing under the laws of the United States, any state thereof, the District of
Columbia, or any territory thereof.

         "GAAP" means generally accepted accounting principles in the United
States of America as in effect on the Closing Date, including without
limitation, those set forth in the opinions and pronouncements of the Accounting
Principles Board of the American Institute of Certified Public Accountants and
statements and pronouncements of the Financial Accounting Standards Board or in
such other statements by such other entity as approved by a significant segment
of the accounting profession.

         "GUARANTEE" means any obligation, contingent or otherwise, of any
Person directly or indirectly guaranteeing any Indebtedness of any other Person
and any obligation, direct or indirect, contingent or otherwise, of such Person
(i) to purchase or pay (or advance or supply funds for the purchase or payment
of) such Indebtedness of such other Person (whether arising by virtue of
partnership arrangements, or by agreement to purchase assets, goods, securities
or services, to take-or-pay, or to maintain financial statement conditions or
otherwise) or (ii) entered into for purposes of assuring in any other manner the
obligee of such Indebtedness of the payment thereof or to protect such obligee
against loss in respect thereof (in whole or in part); provided, however, that
the term "Guarantee" shall not include endorsements for collection or deposit in
the ordinary course of business. The term "Guarantee" used as a verb has a
corresponding meaning.

         "HEDGING OBLIGATIONS" means, with respect to any Person, the
obligations of such Person under (a) interest rate swap agreements, interest
rate cap agreements and interest rate collar agreements and (b) other agreements
or arrangements designed to protect such Person against fluctuations in interest
rates (such agreements, collectively, "INTEREST RATE AGREEMENTS").

         "HIGH YIELD NOTES" means the 9 3/4% Senior Subordinated Notes due 2007
of the Company.

         "HMTF" as defined in the definition of Change of Control.

         "HOLDER" or "NOTEHOLDERS" means the Person in whose name a Note is
registered on the Registrar's books.

         "INCUR" means, with respect to any Indebtedness, to incur, create,
issue, assume, Guarantee or otherwise become liable for or with respect to, or
become responsible for, the payment of, contingently or otherwise, such
Indebtedness; provided that (i) the Indebtedness of a Person existing at the
time such Person became a Subsidiary shall be deemed to have been Incurred by
such Subsidiary and (ii) that neither the accrual of interest, the accretion of
interest or the payment-in-kind of interest shall be considered an Incurrence of
Indebtedness.

         "INDEBTEDNESS" means, with respect to any Person on any date of
determination (without duplication), (i) the principal of and premium (if any)
in respect of indebtedness of such Person for borrowed money, (ii) the principal
of and premium (if any) in respect of obligations of such



                                       8
<PAGE>

Person evidenced by bonds, debentures, notes or other similar instruments, (iii)
all obligations of such Person in respect of letters of credit or other similar
instruments (including reimbursement obligations with respect thereto) (other
than obligations with respect to letters of credit securing obligations (other
than obligations described in clauses (i), (ii) and (v)) entered into in the
ordinary course of business of such Person to the extent that such letters of
credit are not drawn upon or, if and to the extent drawn upon, such drawing is
reimbursed no later than the third business day following receipt by such Person
of a demand for reimbursement following payment on the letter of credit), (iv)
all obligations of such Person to pay the deferred and unpaid purchase price of
property or services (except trade payables and accrued expenses incurred in the
ordinary course of business), which purchase price is due more than six months
after the date of placing such property in service or taking delivery and title
thereto or the completion of such services, (v) all Capitalized Lease
Obligations and all Attributable Indebtedness of such Person, (vi) all
Indebtedness of other Persons secured by a Lien on any asset of such Person,
whether or not such Indebtedness is assumed by such Person, (vii) all
Indebtedness of other Persons to the extent Guaranteed by such Person, (viii)
the amount of all obligations of such Person with respect to the redemption,
repayment or other repurchase of any Disqualified Stock or, with respect to any
Restricted Subsidiary of the Company, any Preferred Stock of such Restricted
Subsidiary to the extent such obligation arises on or before the Stated Maturity
of the Notes (but excluding, in each case, any accrued dividends) and (ix) to
the extent not otherwise included in this definition, obligations under Currency
Agreements and Interest Rate Agreements. The amount of Indebtedness of any
Person at any date shall be the outstanding principal amount of all
unconditional obligations as described above, as such amount would be reflected
on a balance sheet prepared in accordance with GAAP, and the maximum liability
of such Person, upon the occurrence of the contingency giving rise to the
obligation, of any contingent obligations described above at such date.

         "INTEREST ACCRUAL DATES" means each of the accrual dates specified as
Interest Accrual Dates on the face of the Notes.

         "INVESTMENT" in any Person means any direct or indirect advance, loan
(other than advances to customers in the ordinary course of business) or other
extension of credit (including by way of Guarantee or similar arrangement, but
excluding any debt or extension of credit represented by a bank deposit other
than a time deposit) or capital contribution to (by means of any transfer of
cash or other property to others or any payment for property or services for the
account or use of others), or any purchase or acquisition of Capital Stock,
Indebtedness or other similar instruments issued by such Person. For purposes of
Section 4.08, (i) "Investment" shall include the portion (proportionate to the
Company's equity interest in a Restricted Subsidiary to be designated as an
Unrestricted Subsidiary) of the fair market value of the net assets of such
Restricted Subsidiary of the Company at the time that such Restricted Subsidiary
is designated an Unrestricted Subsidiary; provided, however, that upon a
redesignation of such Unrestricted Subsidiary as a Restricted Subsidiary, the
Company shall be deemed to continue to have a permanent "Investment" in an
Unrestricted Subsidiary in an amount (if positive) equal to (x) the Company's
"Investment" in such Subsidiary at the time of such redesignation less (y) the
portion (proportionate to the Company's equity interest in such Subsidiary) of
the fair market value of the net assets of such Subsidiary at the time that such
Subsidiary is so re-designated a Restricted Subsidiary; and (ii) any property
transferred to or from an Unrestricted Subsidiary shall be valued at its fair
market value at the time of such transfer, in each case as determined in good


                                       9
<PAGE>

faith by the Board of Directors and evidenced by a resolution of such Board of
Directors certified in an Officers' Certificate to the Trustee.

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

         "NET AVAILABLE CASH" from an Asset Disposition means cash payments
received (including any cash payments received by way of deferred payment of
principal pursuant to a note or installment receivable or otherwise, but only as
and when received, but excluding any other consideration received in the form of
assumption by the acquiring Person of Indebtedness or other obligations relating
to the properties or assets subject to such Asset Disposition) therefrom, in
each case net of (i) all legal, title and recording tax expenses, commissions
and other fees and expenses incurred, and all Federal, state, foreign and local
taxes required to be paid or accrued as a liability under GAAP in connection
with such Asset Disposition, (ii) all payments made on any Indebtedness which is
secured by any assets subject to such Asset Disposition, in accordance with the
terms of any Lien upon such assets, or which must by its terms, or in order to
obtain a necessary consent to such Asset Disposition, or by applicable law, be
repaid out of the proceeds from such Asset Disposition, (iii) all distributions
and other payments required to be made to any Person owning a beneficial
interest in assets subject to sale or minority interest holders in Subsidiaries
or joint ventures as a result of such Asset Disposition, (iv) the deduction of
appropriate amounts to be provided by the seller as a reserve, in accordance
with GAAP, against any liabilities associated with the assets disposed of in
such Asset Disposition and retained by the Company or any Restricted Subsidiary
of the Company after such Asset Disposition and (v) any portion of the purchase
price from an Asset Disposition placed in escrow (whether as a reserve for
adjustment of the purchase price, for satisfaction of indemnities in respect of
such Asset Disposition or otherwise in connection with such Asset Disposition);
provided, however, that upon the termination of such escrow, Net Available Cash
shall be increased by any portion of funds therein released to the Company or
any Restricted Subsidiary.

         "NET CASH PROCEEDS", with respect to any issuance or sale of Capital
Stock, means the cash proceeds of such issuance or sale net of attorneys' fees,
accountants' fees, underwriters' or placement agents' fees, discounts or
commissions and brokerage, consultant and other fees actually incurred in
connection with such issuance or sale and net of taxes paid or payable as a
result of such issuance or sale.

         "NON-RECOURSE DEBT" means Indebtedness (i) as to which neither the
Company nor any Restricted Subsidiary (a) provides any guarantee or credit
support of any kind (including any undertaking, guarantee, indemnity, agreement
or instrument that would constitute Indebtedness) or (b) is directly or
indirectly liable (as a guarantor or otherwise) 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 Restricted Subsidiary to declare a default



                                       10
<PAGE>

under such other Indebtedness or cause the payment thereof to be accelerated or
payable prior to its stated maturity.

         "NOTES" means the Company's 14% Senior Notes due 2007, issued on the
Closing Date.

         "OBLIGATIONS" means all obligations (whether in existence on the
Closing Date or arising thereafter) for, or guaranteeing the payment of,
principal, premium, interest (including, without limitation, all interest
accrued or accruing after the commencement of any Reorganization of any Person
obligated with respect thereto in accordance with and at the contract rate
(including, without limitation, any rate applicable upon default) specified in
the agreement or instrument creating, evidencing or governing any Indebtedness,
whether or not, pursuant to applicable law or otherwise, the claim for such
interest is allowed as a claim in such case or proceeding), penalties, fees,
indemnifications, reimbursements and other amounts in respect of any
Indebtedness, and any amendment, extension or refunding of any of the foregoing,
without duplication.

         "OFFICER" means, with respect to the Company or any other obligor upon
the Notes, the Chairman of the Board, the President, the Chief Executive
Officer, the Chief Financial Officer or any Vice President (a) of such Person or
(b) if such Person is owned or managed by a single entity, of each such entity.

         "OFFICER'S CERTIFICATE" means, with respect to the Company or any other
obligor upon the Notes, a certificate signed by an Officer of each such Person.

         "OPINION OF COUNSEL" means a written opinion from legal counsel who is
reasonably acceptable to the Trustee. The counsel may be an employee of or
counsel to the Company or the Trustee.

         "OUTSTANDING" when used with respect to Notes means, as of the date of
determination, all Notes theretofore authenticated and delivered under this
Indenture, except:

         (i) Notes theretofore canceled by the Trustee or delivered to the
Trustee for cancellation;

         (ii) Notes for whose payment or redemption money in the necessary
amount has been theretofore deposited with the Trustee or any Paying Agent in
trust for the Holders of such Notes, provided that, if such Notes are to be
redeemed, notice of such redemption has been duly given pursuant to this
Indenture or provision therefor reasonably satisfactory to the Trustee has been
made; and

         (iii) Notes in exchange for or in lieu of which other Notes have been
authenticated and delivered pursuant to this Indenture.

         A Note does not cease to be Outstanding because the Company or any
Affiliate of the Company holds the Note, provided that in determining whether
the Holders of the requisite amount of Outstanding Notes have given any request,
demand, authorization, direction, notice, consent or waiver hereunder, Notes
owned by the Company or any Affiliate of the Company shall be disregarded and
deemed not to be Outstanding, except that, for the purpose of



                                       11
<PAGE>

determining whether the Trustee shall be protected in relying on any such
request, demand, authorization, direction, notice, consent or waiver, only Notes
which the Trustee actually knows are so owned shall be so disregarded. Notes so
owned that have been pledged in good faith may be regarded as Outstanding if the
pledgee establishes to the reasonable satisfaction of the Trustee the pledgee's
right to act with respect to such Notes and that the pledgee is not the Company
or an Affiliate of the Company.

         "PARENT" means Viasystems Group, Inc., a Delaware corporation, and any
successor in interest thereto.

         "PAYING AGENT" means any Person authorized by the Company to pay the
Accreted Value of or interest, if any, on any Notes on behalf of the Company.

         "PERMITTED INDEBTEDNESS" means (i) Indebtedness of the Company owing to
and held by any Wholly-Owned Subsidiary or Indebtedness of a Restricted
Subsidiary owing to and held by the Company or any Wholly-Owned Subsidiary;
provided, however, that any subsequent issuance or transfer of any Capital Stock
or any other event which results in any such Wholly-Owned Subsidiary ceasing to
be a Wholly-Owned Subsidiary or any subsequent transfer of any such Indebtedness
(except to the Company or a Wholly-Owned Subsidiary) shall be deemed, in each
case, to constitute the Incurrence of such Indebtedness by the issuer thereof;
(ii) Indebtedness represented by (w) the High Yield Notes, (x) the Notes, (y)
any Indebtedness (other than the Indebtedness described in clauses (i), (ii) and
(iv) of Section 4.07(b) and other than Indebtedness Incurred pursuant to clause
(i) above or clauses (iv), (v), (vi) or (vii) below) outstanding on the Closing
Date and (z) any Refinancing Indebtedness Incurred in respect of any
Indebtedness described in this clause (ii) or Incurred pursuant to Section
4.07(a); (iii) (A) Indebtedness of a Restricted Subsidiary Incurred and
outstanding on the date on which such Restricted Subsidiary was acquired by the
Company or its Restricted Subsidiaries (other than Indebtedness Incurred as
consideration in, or to provide all or any portion of the funds or credit
support utilized to consummate, the transaction or series of related
transactions pursuant to which such Restricted Subsidiary became a Subsidiary or
was otherwise acquired by the Company); provided, however, that at the time such
Restricted Subsidiary is acquired by the Company, the Company would have been
able to Incur $1.00 of additional Indebtedness pursuant to Section 4.07(a) after
giving effect to the Incurrence of such Indebtedness pursuant to this clause
(iii) and (B) Refinancing Indebtedness Incurred by the Company or a Restricted
Subsidiary in respect of Indebtedness Incurred by such Restricted Subsidiary
pursuant to this clause (iii); (iv) Indebtedness (A) in respect of performance
bonds, bankers' acceptances and surety or appeal bonds provided by the Company
or any of its Restricted Subsidiaries to their customers in the ordinary course
of their business, (B) in respect of performance bonds or similar obligations of
the Company or any of its Restricted Subsidiaries for or in connection with
pledges, deposits or payments made or given in the ordinary course of business
in connection with or to secure statutory, regulatory or similar obligations,
including obligations under health, safety or environmental obligations, (C)
arising from Guarantees to suppliers, lessors, licensees, contractors,
franchisees or customers of obligations (other than Indebtedness) Incurred in
the ordinary course of business and (D) under Currency Agreements and Interest
Rate Agreements; provided, however, that in the case of Currency Agreements and
Interest Rate Agreements, such Currency Agreements and Interest Rate Agreements
are entered into for bona fide hedging purposes of the Company or its Restricted
Subsidiaries (as determined in good faith by the Board



                                       12
<PAGE>

of Directors or senior management of the Company) and correspond in terms of
notional amount, duration, currencies and interest rates, as applicable, to
Indebtedness of the Company or its Restricted Subsidiaries Incurred without
violation of this Indenture or to business transactions of the Company or its
Restricted Subsidiaries on customary terms entered into in the ordinary course
of business; (v) Indebtedness arising from agreements providing for
indemnification, adjustment of purchase price or similar obligations, or from
Guarantees or letters of credit, surety bonds or performance bonds securing any
obligations of the Company or any of its Restricted Subsidiaries pursuant to
such agreements, in each case Incurred in connection with the disposition of any
business assets or Restricted Subsidiary of the Company (other than Guarantees
of Indebtedness or other obligations Incurred by any Person acquiring all or any
portion of such business assets or Restricted Subsidiary of the Company for the
purpose of financing such acquisition) in a principal amount not to exceed the
gross proceeds actually received by the Company or any of its Restricted
Subsidiaries in connection with such disposition; provided, however, that the
principal amount of any Indebtedness Incurred pursuant to this clause (v), when
taken together with all Indebtedness Incurred pursuant to this clause (v) and
then outstanding, shall not exceed $20.0 million; (vi) Indebtedness consisting
of (A) Guarantees by the Company or a Restricted Subsidiary of Indebtedness
Incurred by a Wholly-Owned Subsidiary without violation of this Indenture and
(B) Guarantees by a Restricted Subsidiary of Senior Indebtedness Incurred by the
Company without violation of this Indenture (so long as such Restricted
Subsidiary could have Incurred such Indebtedness directly without violation of
this Indenture); (vii) Indebtedness arising from agreements with governmental
agencies of any foreign country, or political subdivision or agency thereof,
relating to the construction of plants and the purchase and installation
(including related training costs) of equipment to be used in a Related
Business; provided that such Indebtedness (i) has a maturity in excess of ten
years and 91 days and (ii) in the aggregate does not exceed $50.0 million; and
(viii) Indebtedness arising from the honoring by a bank or other financial
institution of a check, draft or similar instrument drawn against insufficient
funds in the ordinary course of business, provided that such Indebtedness is
extinguished promptly in accordance with customary practices.

         "PERMITTED INVESTMENT" means an Investment by the Company or any of its
Restricted Subsidiaries in (i) a Wholly-Owned Subsidiary of the Company;
provided, however, that the primary business of such Wholly-Owned Subsidiary is
a Related Business; (ii) another Person if as a result of such Investment such
other Person becomes a Wholly-Owned Subsidiary of the Company or is merged or
consolidated with or into, or transfers or conveys all or substantially all its
assets to, the Company or a Wholly-Owned Subsidiary of the Company; provided,
however, that in each case such Person's primary business is a Related Business;
(iii) Temporary Cash Investments; (iv) receivables owing to the Company or any
of its Restricted Subsidiaries, if created or acquired in the ordinary course of
business and payable or dischargeable in accordance with customary trade terms;
(v) payroll, travel and similar advances to cover matters that are expected at
the time of such advances ultimately to be treated as expenses for accounting
purposes and that are made in the ordinary course of business; (vi) loans or
advances to employees for purposes of purchasing the Company's common stock in
an aggregate amount outstanding at any one time not to exceed $10 million and
other loans and advances to employees made in the ordinary course of business
consistent with past practices of the Company or such Restricted Subsidiary;
(vii) stock, obligations or securities received in settlement of debts created
in the ordinary course of business and owing to the Company or any



                                       13
<PAGE>

of its Restricted Subsidiaries or in satisfaction of judgments or claims; (viii)
a Person engaged in a Related Business or a loan or advance to the Company the
proceeds of which are used solely to make an Investment in a Person engaged in a
Related Business or a Guarantee by the Company of Indebtedness of any Person in
which such investment has been made; provided, however, that no Permitted
Investments may be made pursuant to this clause (viii) to the extent the amount
thereof would, when taken together with all other Permitted Investments made
pursuant to this clause (viii), exceed $50 million in the aggregate (plus, to
the extent not previously reinvested, any return of capital realized on
Permitted Investments made pursuant to this clause (viii), or any release or
other cancellation of any Guarantee constituting such Permitted Investment);
(ix) Persons to the extent such Investment is received by the Company or any
Restricted Subsidiary as consideration for Asset Dispositions effected in
compliance with Section 4.10; (x) prepayments and other credits to suppliers
made in the ordinary course of business consistent with the past practices of
the Company and its Restricted Subsidiaries; and (xi) Investments in connection
with pledges, deposits, payments or performance bonds made or given in the
ordinary course of business in connection with or to secure statutory,
regulatory or similar obligations, including obligations under health, safety or
environmental obligations.

         "PERMITTED LIEN" means, with respect to any Person: (i) Liens securing
(x) the Bank Indebtedness or (y) Indebtedness incurred pursuant to Section
4.07(b)(iv), (ii) pledges or deposits by such Person under worker's compensation
laws, unemployment insurance laws or similar legislation, or good faith deposits
in connection with bids, tenders, contracts (other than for the payment of
Indebtedness) or leases to which such Person is a party, or deposits to secure
public or statutory obligations of such Person or deposits of cash or United
States government bonds to secure surety or appeal bonds to which such Person is
a party, or deposits as security for contested taxes or import duties or for the
payment of rent, in each case Incurred in the ordinary course of business, (iii)
Liens imposed by law, such as carriers', warehousemen's and mechanics' Liens, in
each case for sums not yet due or being contested in good faith by appropriate
proceedings or other Liens arising out of judgments or awards against such
Person with respect to which such Person shall then be proceeding with an appeal
or other proceedings for review and Liens arising solely by virtue of any
statutory or common law provision relating to banker's Liens, rights of set-off
or similar rights and remedies as to deposit accounts or other funds maintained
with a creditor depository institution, (iv) Liens for taxes not yet subject to
penalties for non-payment or which are being contested in good faith by
appropriate proceedings, (v) Liens in favor of issuers of surety bonds or
letters of credit issued pursuant to the request of and for the account of such
Person in the ordinary course of its business; provided, however, that such
letters of credit do not constitute Indebtedness, (vi) minor survey exceptions,
minor encumbrances, easements or reservations of, or rights of others for,
licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines
and other similar purposes, or zoning or other restrictions as to the use of
real property or Liens incidental to the conduct of the business of such Person
or to the ownership of its properties which were not Incurred in connection with
Indebtedness and which do not in the aggregate materially adversely affect the
value of said properties or materially impair their use in the operation of the
business of such Person, (vii) Liens securing Indebtedness Incurred to finance
the construction, purchase or lease of, or repairs, improvements or additions
to, property, plant or equipment of such Person; provided, however, that the
Lien may not extend to any other property owned by such Person or any of its
Restricted Subsidiaries at the time the Lien is Incurred (other than assets and
property affixed or appurtenant thereto), and the Indebtedness (other than any
interest thereon) secured by the Lien



                                       14
<PAGE>

may not be Incurred more than 180 days after the later of the acquisition,
completion of construction, repair, improvement, addition or commencement of
full operation of the property subject to the Lien, (viii) Liens existing on the
Closing Date, (ix) Liens on property or shares of Capital Stock of another
Person at the time such other Person becomes a Subsidiary of such Person;
provided, however, that the Liens may not extend to any other property owned by
such Person or any of its Restricted Subsidiaries (other than assets and
property affixed or appurtenant thereto), (x) Liens on property at the time such
Person or any of its Subsidiaries acquires the property, including any
acquisition by means of a merger or consolidation with or into such Person or a
Subsidiary of such Person; provided, however, that the Liens may not extend to
any other property owned by such Person or any of its Restricted Subsidiaries
(other than assets and property affixed or appurtenant thereto), (xi) Liens
securing Indebtedness or other obligations of a Subsidiary of such Person owing
to such Person or a Wholly-Owned Subsidiary of such Person, (xii) Liens securing
Hedging Obligations so long as such Hedging Obligations relate to Indebtedness
that is, and is permitted to be under the Indenture, secured by a Lien on the
same property securing such Hedging Obligations, and (xiii) Liens to secure any
Refinancing (or successive Refinancings) as a whole, or in part, of any
Indebtedness secured by any Lien referred to in the foregoing clause (vii),
(viii), (ix), (x) or (xi); provided, however, that (A) such new Lien shall be
limited to all or part of the same property and assets that secured or, under
the written agreements pursuant to which the original Lien arose, could secure
the original Lien (plus improvements and accessions to, such property or
proceeds or distributions thereof); and (B) the Indebtedness secured by such
Lien at such time is not increased to any amount greater than the sum of (x) the
outstanding principal amount or, if greater, committed amount of the
Indebtedness described under clause (vii), (ix), (x) or (xi) at the time the
original Lien became a Permitted Lien and (y) an amount necessary to pay any
fees and expenses, including premiums, related to such refinancing, refunding,
extension, renewal or replacement.

         "PERSON" means any individual, corporation, partnership, limited
liability company, joint venture, association, joint stock company, trust,
unincorporated organization or government or any agency, instrumentality or
political subdivision thereof (including any subdivision or ongoing business of
any such entity or substantially all of the assets of any such entity,
subdivision or business).

         "PLACE OF PAYMENT" means a city or any political subdivision thereof
referred to in Article 3 and initially designated under Section 4.02.

         "PREDECESSOR NOTES" of any particular Note means every previous Note
evidencing all or a portion of the same debt as that evidenced by such
particular Note; and, for the purposes of this definition, any Note
authenticated and delivered under Section 3.05 in lieu of a mutilated,
destroyed, lost or stolen Note shall be deemed to evidence the same debt as the
mutilated, destroyed, lost or stolen Note.

         "PREFERRED STOCK" means, with respect to any Person, any and all
shares, interests, participations or other equivalents (however designated,
whether voting or non- voting) of such Person's preferred or preference stock,
whether now outstanding or hereafter issued, including, without limitation, all
series and classes of such preferred or preference stock.



                                       15
<PAGE>

         "PRODUCTIVE ASSETS" means assets of a kind used or usable by the
Company and its Restricted Subsidiaries in the Company's business or any Related
Business.

         "REDEMPTION DATE" when used with respect to any Note to be redeemed or
purchased means the date fixed or such redemption or purchase by or pursuant to
this Indenture and the Notes.

         "REDEMPTION PRICE" when used with respect to any Note to be redeemed or
purchased means the price at which it is to be redeemed or purchased pursuant to
this Indenture and the Notes.

         "REFINANCING INDEBTEDNESS" means Indebtedness that is incurred to
refund, refinance, replace, renew, repay or extend (including pursuant to any
defeasance or discharge mechanism) (collectively, "REFINANCE") any Indebtedness
existing on the date of the Indenture or Incurred in compliance with the
Indenture (including Indebtedness of the Company that refinances Indebtedness of
any Restricted Subsidiary and Indebtedness of any Restricted Subsidiary that
refinances Indebtedness of another Restricted Subsidiary) including Indebtedness
that refinances Refinancing Indebtedness; provided, however, that (i) the
Refinancing Indebtedness has a Stated Maturity no earlier than the earlier of
(A) the ninety-first day after the Stated Maturity of the Notes and (B) the
Stated Maturity of the Indebtedness being refinanced, (ii) the Refinancing
Indebtedness has an Average Life at the time such Refinancing Indebtedness is
Incurred that is equal to or greater than the lesser of (A) the Average Life of
the Notes and (B) the Average Life of the Indebtedness being refinanced, and
(iii) such Refinancing Indebtedness is Incurred in an aggregate principal amount
(or if issued with original issue discount, an aggregate issue price) that is
equal to (or 101% of, in the case of a refinancing of the Notes in connection
with a Change of Control) or less than the sum of the aggregate principal amount
(or if issued with original issue discount, the aggregate accreted value) then
outstanding of the Indebtedness being refinanced, plus applicable premium and
reasonable costs paid in connection with such refinancing.

         "RELATED BUSINESS" means any business which is the same as or related,
ancillary or complementary to any of the businesses of the Company and its
Restricted Subsidiaries on the Closing Date, as reasonably determined by the
Board of Directors.

         "RESPONSIBLE OFFICER" when used with respect to the Trustee means any
officer in the corporate trust department of the Trustee, and also means, with
respect to a particular corporate trust matter, any other officer to whom such
matter is referred because of his or her knowledge of and familiarity with the
particular subject.

         "REORGANIZATION" means, with respect to any Person, any reorganization,
bankruptcy, insolvency, receivership or other similar statutory or common law
proceedings or arrangements, including without limitation any proceeding under
Title 11, United States Code or any similar federal, state or foreign law for
the relief of debtors, involving such Person or the readjustment of such
Person's liabilities or any assignment for the benefit of creditors or any
marshaling of the assets or liabilities of such Person.



                                       16
<PAGE>

         "RESTRICTED SUBSIDIARY" means any Subsidiary of the Company other than
an Unrestricted Subsidiary.

         "SALE/LEASEBACK TRANSACTION" means an arrangement relating to property
now owned or hereafter acquired whereby the Company or a Restricted Subsidiary
transfers such property to a Person and the Company or a Subsidiary leases it
from such Person.

         "SEC" means the Securities and Exchange Commission.

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

         "SENIOR INDEBTEDNESS" means, with respect to any Person, (a) all
Obligations of such Person outstanding under (i) the Notes and (ii) the Credit
Agreement and all Hedging Obligations payable to a lender or an Affiliate
thereof or to a Person that was a lender or an Affiliate thereof at the time the
contract was entered into under the Credit Agreement or any of its Affiliates,
including, without limitation, interest accruing subsequent to the filing of, or
which would have accrued but for the filing of, a petition for bankruptcy,
whether or not such interest is an allowable claim in such bankruptcy
proceeding, (b) any other Indebtedness, unless the instrument under which such
Indebtedness is incurred expressly provides that it is subordinated in right of
payment to any other Senior Indebtedness of such Person and (c) all Obligations
with respect to the foregoing.

         "SIGNIFICANT SUBSIDIARY" means any Restricted Subsidiary that would be
a "Significant Subsidiary" of the Company within the meaning of Rule 1-02 under
Regulation S-X promulgated by the SEC.

         "STATED MATURITY" means (i) with respect to any debt security, the date
specified in such debt security as the fixed date on which the final installment
of principal or Accreted Value of such debt security is due and payable and (ii)
with respect to any scheduled installment of principal or Accreted Value of or
interest on any debt security, the date specified in such debt security as the
fixed date on which such installment is due and payable, in each case, as set
forth in the original documentation governing such debt security.

         "SUBORDINATED INDEBTEDNESS" means any Indebtedness of the Company
(whether outstanding on the Closing Date or thereafter Incurred) which is
subordinate or junior in right of payment to the Notes pursuant to a written
agreement.

         "SUBSCRIPTION AGREEMENT" means that certain Subscription Agreement
dated as of July 19, 2001 by and among Parent, the Company and the purchasers
signatory thereto, as the same may be amended, supplemented or otherwise
modified from time to time.

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



                                       17
<PAGE>

(ii) the only general partners or managing members of which are such Person or
of one or more Subsidiaries of such Person (or any combination thereof).

         "TEMPORARY CASH INVESTMENTS" means any of the following: (i) any
Investment in direct obligations of the United States of America or any agency
thereof or obligations Guaranteed by the United States of America or any agency
thereof, (ii) Investments in time deposit accounts, certificates of deposit and
money market deposits maturing within 180 days of the date of acquisition
thereof issued by a bank or trust company which is organized under the laws of
the United States of America, any state thereof or any foreign country
recognized by the United States of America having capital, surplus and undivided
profits aggregating in excess of $250.0 million (or the foreign currency
equivalent thereof) and whose long-term debt, or whose parent holding company's
long-term debt, is rated "A" (or such similar equivalent rating) or higher by at
least one nationally recognized statistical rating organization (as defined in
Rule 436 under the Securities Act), (iii) repurchase obligations with a term of
not more than 30 days for underlying securities of the types described in clause
(i) above entered into with a bank meeting the qualifications described in
clause (ii) above, (iv) Investments in commercial paper, maturing not more than
180 days after the date of acquisition, issued by a corporation (other than an
Affiliate of the Company) organized and in existence under the laws of the
United States of America or any foreign country recognized by the United States
of America with a rating at the time as of which any investment therein is made
of "P-1" (or higher) according to Moody's Investors Service, Inc. or "A-1" (or
higher) according to Standard and Poor's Ratings Group, (v) Investments in
securities with maturities of six months or less from the date of acquisition
issued or fully guaranteed by any state, commonwealth or territory of the United
States of America, or by any political subdivision or taxing authority thereof,
and rated at least "A" by Standard & Poor's Ratings Group or "A" by Moody's
Investors Service, Inc. and (vi) Investments in mutual funds whose investment
guidelines restrict substantially all of such funds' investments to those
satisfying the provisions of clauses (i) through (v) above.

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

         "TRUSTEE" means the Person named as the "Trustee" in the first
paragraph of this Indenture until a successor Trustee shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Trustee" shall mean such successor Trustee.

         "U.S. GOVERNMENT OBLIGATIONS" means direct obligations (or certificates
representing an ownership interest in such obligations) of the United States of
America (including any agency or instrumentality thereof) for the payment of
which the full faith and credit of the United States of America is pledged and
which are not callable or redeemable at the issuer's option.

         "UNIFORM COMMERCIAL CODE" means the New York Uniform Commercial Code as
in effect from time to time.

         "UNRESTRICTED SUBSIDIARY" means (i) any Subsidiary of the Company that
at the time of determination shall be designated an Unrestricted Subsidiary by
the Board of Directors in the manner provided below and (ii) any Subsidiary of
an Unrestricted Subsidiary. The Board of Directors may designate any Subsidiary
of the Company (including any newly acquired or newly



                                       18
<PAGE>

formed Subsidiary of the Company) to be an Unrestricted Subsidiary unless such
Subsidiary or any of its Subsidiaries owns any Capital Stock or Indebtedness of,
or owns or holds any Lien on any property of, the Company or any Restricted
Subsidiary of the Company that is not a Subsidiary of the Subsidiary to be so
designated; provided, however, that either (A) the Subsidiary to be so
designated has total consolidated assets of $10,000 or less or (B) if such
Subsidiary has consolidated assets greater than $10,000, then such designation
would be permitted under Section 4.08. The Board of Directors may designate any
Unrestricted Subsidiary to be a Restricted Subsidiary; provided, however, that
immediately after giving effect to such designation (x) the Company could Incur
$1.00 of additional Indebtedness under Section 4.07(a) and (y) no Default shall
have occurred and be continuing. Any such designation by the Board of Directors
shall be evidenced to the Trustee by promptly filing with the Trustee a copy of
the Board Resolution giving effect to such designation and an Officers'
Certificate certifying that such designation complied with the foregoing
provisions.

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

         "WHOLLY-OWNED SUBSIDIARY" means a Restricted Subsidiary of the Company,
at least 99% of the Capital Stock of which (other than directors' qualifying
shares) is owned by the Company or another Wholly-Owned Subsidiary; provided,
however, the Forward Group shall be deemed to be a Wholly-Owned Subsidiary of
the Company for all purposes of the Indenture unless the sale or issuance of
more than 1% of the Capital Stock thereof to a person other than another
Wholly-Owned Subsidiary of the Company occurs.

         SECTION 1.02. Other Definitions.

<Table>
<Caption>

         TERM                                                      DEFINED IN SECTION
         ----                                                      ------------------
<S>                                                                <C>
         Accreted Value                                              3.01(a)
         Act                                                         1.08
         Affiliate Transaction                                       4.11(a)
         Authentication Order                                        3.03
         Change of Control Offer                                     4.14(a)
         Change of Control Payment                                   4.14(a)
         Change of Control Payment Date                              4.14(a)
         Comparable Treasury Issue                                   10.01
         Comparable Treasury Price                                   10.01
         covenant defeasance option                                  11.02(b)
         Expiration Date                                             1.08
         Event of Default                                            6.01
         Independent Investment Banker                               10.01
         Initial Accreted Value                                      3.01
         Interest Accrual Date                                       3.01
         legal defeasance option                                     11.02(b)
         Offer                                                       4.10(b)
         Offer Amount                                                4.10(c)(ii)
</Table>


                                       19
<PAGE>

<Table>
<S>                                                                  <C>
         Offer Period                                                4.10(c)(ii)
         Place of Payment                                            3.01(b)
         Purchase Date                                               4.10(c)(i)
         Redemption Amount                                           10.01
         Reference Treasury Dealer                                   10.01
         Reference Treasury Dealer Quotations                        10.01
         Register                                                    3.04
         Registrar                                                   3.04
         Restricted Payment                                          4.08
         Successor Company                                           5.01
         Treasury Yield                                              10.01
</Table>

         SECTION 1.03. Rules of Construction. For all purposes of this
Indenture, except as otherwise expressly provided or unless the context
otherwise requires:

         (a) the terms defined in this Indenture have the meanings assigned to
them in this Indenture;

         (b) "or" is not exclusive;

         (c) all accounting terms not otherwise defined herein have the meanings
assigned to them in accordance with GAAP and, unless expressly provided
otherwise, all determinations and computations made pursuant to any provision
hereof shall be made in accordance with GAAP;

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

         (e) all references to "$" or "dollars" shall refer to the lawful
currency of the United States of America;

         (f) the words "include," "included" and "including" as used herein
shall be deemed in each case to be followed by the phrase "without limitation,"
if not expressly followed by such phrase or the phrase "but not limited to";

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

         (h) any reference to a Section or Article refers to such Section or
Article of this Indenture unless otherwise indicated.

         SECTION 1.04. Incorporation by Reference of TIA. Whenever this
Indenture refers to a provision of the TIA, the provision is incorporated by
reference in and made a part of this Indenture. This Indenture is subject to the
mandatory provisions of the TIA, which are incorporated by reference in and made
a part of this Indenture. Any terms incorporated by reference in this Indenture
that are defined by the TIA, defined by any TIA reference to another statute or
defined by SEC rule under the TIA, have the meanings so assigned to them
therein. The following TIA terms have the following meanings:



                                       20
<PAGE>

         "INDENTURE SECURITIES" means the Notes.

         "INDENTURE SECURITY HOLDER" means a Holder or Noteholders.

         "INDENTURE TO BE QUALIFIED" means this Indenture.

         "INDENTURE TRUSTEE" or "INSTITUTIONAL TRUSTEE" means the Trustee.

         "OBLIGOR" on the indenture securities means the Company and any other
obligor on the indenture securities.

         SECTION 1.05. Conflict with TIA. If any provision hereof limits,
qualifies or conflicts with a provision of the TIA that is required under the
TIA to be a part of and govern this Indenture, the latter provision shall
control. If any provision of this Indenture modifies or excludes any provision
of the TIA that may be so modified or excluded, the latter provision shall be
deemed (a) to apply to this Indenture as so modified or (b) to be excluded, as
the case may be.

         SECTION 1.06. Compliance Certificates and Opinions. Upon any
application or request by the Company or by any other obligor upon the Notes to
the Trustee to take any action under any provision of this Indenture, the
Company or such other obligor upon the Notes, as the case may be, shall furnish
to the Trustee such certificates and opinions as may be required under the TIA.
Each such certificate or opinion shall be given in the form of one or more
Officer's Certificates, if to be given by an Officer, or an Opinion of Counsel,
if to be given by counsel, and shall comply with the requirements of the TIA and
any other requirements set forth in this Indenture. Notwithstanding the
foregoing, in the case of any such request or application as to which the
furnishing of any Officer's Certificate or Opinion of Counsel is specifically
required by any provision of this Indenture relating to such particular request
or application, no additional certificate or opinion need be furnished.

         Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (except for certificates
provided for in Section 4.13) shall include:

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

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

         (d) a statement as to whether, in the opinion of such individual, such
condition or covenant has been complied with.

         SECTION 1.07. Form of Documents Delivered to Trustee. In any case where
several matters are required to be certified by, or covered by an opinion of,
any specified Person, it is not necessary that all such matters be certified by,
or covered by the opinion of, only one such



                                       21
<PAGE>

Person, or that they be so certified or covered by only one document, but one
such Person may certify or give an opinion with respect to some matters and one
or more other such Persons as to other matters, and any such Person may certify
or give an opinion as to such matters in one or several documents.

         Any certificate or opinion of an Officer may be based, insofar as it
relates to legal matters, upon a certificate or opinion of, or representations
by, counsel, unless such Officer knows that the certificate or opinion or
representations with respect to the matters upon which his certificate or
opinion is based are erroneous. Any such certificate or opinion of counsel may
be based, insofar as it relates to factual matters, upon a certificate or
opinion of, or representations by, an Officer or Officers to the effect that the
information with respect to such factual matters is in the possession of the
Company, unless such counsel knows that the certificate or opinion or
representations with respect to such matters are erroneous.

         Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture, they may, but need not, be consolidated and
form one instrument.

         SECTION 1.08. Acts of Noteholders; Record Dates. (a) Any request,
demand, authorization, direction, notice, consent, waiver or other action
provided by this Indenture to be given or taken by Holders may be embodied in
and evidenced by one or more instruments of substantially similar tenor signed
by such Holders in person or by agent duly appointed in writing; and, except as
herein otherwise expressly provided, such action shall become effective when
such instrument or instruments are delivered to the Trustee, and, where it is
hereby expressly required, to the Company. Such instrument or instruments (and
the action embodied therein and evidenced thereby) are herein sometimes referred
to as the "ACT" of the Holders signing such instrument or instruments. Proof of
execution of any such instrument or of a writing appointing any such agent shall
be sufficient for any purpose of this Indenture and (subject to Section 7.01)
conclusive in favor of the Trustee, the Company and any other obligor upon the
Notes, if made in the manner provided in this Section 1.08.

         (b) The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by the certificate of any notary public or other officer authorized
by law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof. Where such
execution is by an officer of a corporation or a member of a partnership or
other entity, on behalf of such corporation or partnership or other entity, such
certificate or affidavit shall also constitute sufficient proof of such Person's
authority. The fact and date of the execution of any such instrument or writing,
or the authority of the person executing the same, may also be proved in any
other manner that the Trustee deems sufficient.

         (c) The ownership of Notes shall be proved by the Register.

         (d) Any request, demand, authorization, direction, notice, consent,
waiver or other action by the Holder of any Note shall bind the Holder of every
Note issued upon the transfer thereof or in exchange therefor or in lieu
thereof, in respect of anything done or suffered to be



                                       22
<PAGE>

done by the Trustee, the Company or any other obligor upon the Notes in reliance
thereon, whether or not notation of such action is made upon such Note.

         (e) (i) The Company may set any day as a record date for the purpose of
determining the Holders of Outstanding Notes entitled to give, make or take any
request, demand, authorization, direction, notice, consent, waiver or other
action provided or permitted by this Indenture to be given, made or taken by
Holders, provided that the Company may not set a record date for, and the
provisions of this paragraph shall not apply with respect to, the giving or
making of any notice, declaration, request or direction referred to in Section
1.08(e)(ii). If any record date is set pursuant to this paragraph, the Holders
of Outstanding Notes on such record date (or their duly designated proxies), and
no other Holders, shall be entitled to take the relevant action, whether or not
such Persons remain Holders after such record date; provided that no such action
shall be effective hereunder unless taken on or prior to the applicable
Expiration Date by Holders of the requisite Accreted Value of Outstanding Notes
on such record date. Nothing in this paragraph shall be construed to prevent the
Company from setting a new record date for any action for which a record date
has previously been set pursuant to this paragraph (whereupon the record date
previously set shall automatically and with no action by any Person be canceled
and of no effect), and nothing in this paragraph shall be construed to render
ineffective any action taken by Holders of the requisite Accreted Value of
Outstanding Notes on the date such action is taken. Promptly after any record
date is set pursuant to this paragraph, the Company, at its own expense, shall
cause notice of such record date, the proposed action by Holders and the
applicable Expiration Date to be given to the Trustee in writing and to each
Holder in the manner set forth in Section 1.10.

                  (ii) With respect to any record date set pursuant to this
Section 1.08, the party hereto that sets such record dates may designate any day
as the "EXPIRATION DATE" and from time to time may change the Expiration Date to
any earlier or later day; provided that no such change shall be effective unless
notice of the proposed new Expiration Date is given to the Company or the
Trustee, whichever such party is not setting a record date pursuant to this
Section 1.08(e) in writing, and to each Holder in the manner set forth in
Section 1.10, on or prior to the existing Expiration Date. If an Expiration Date
is not designated with respect to any record date set pursuant to this Section,
the party hereto that set such record date shall be deemed to have initially
designated the 90th day after such record date as the Expiration Date with
respect thereto, subject to its right to change the Expiration Date as provided
in this paragraph. Notwithstanding the foregoing, no Expiration Date shall be
later than the 90th day after the applicable record date.

                  (iii) Without limiting the foregoing, a Holder entitled
hereunder to take any action hereunder with regard to any particular Note may do
so with regard to all or any part of the Accreted Value of such Note or by one
or more duly appointed agents each of which may do so pursuant to such
appointment with regard to all or any part of such Accreted Value.

         SECTION 1.09. Notices, Etc., to Trustee and Company. Any request,
demand, authorization, direction, notice, consent, waiver or Act of Holders or
other document provided or permitted by this Indenture to be made upon, given or
furnished to, or filed with,



                                       23
<PAGE>

         (a) the Trustee by any Holder or by the Company or any other obligor
upon the Notes shall be sufficient for every purpose hereunder if made, given,
furnished or filed in writing to or with the Trustee at [____________]
(telephone: [____________]; facsimile: [____________]), or at any other address
furnished in writing to the Company by the Trustee, or

         (b) the Company by the Trustee or by any Holder shall be sufficient for
every purpose hereunder if in writing and delivered in person or mailed,
first-class postage prepaid, to the Company at 101 South Hanley Road, St. Louis,
Missouri 63105 Attention: General Counsel, or at any other address previously
furnished in writing to the Trustee by the Company.

         SECTION 1.10. Notices to Holders; Waivers. Where this Indenture
provides for notice to Holders of any event, such notice shall be deemed to have
been given upon the mailing by first class mail, postage prepaid, of such
notices to Holders at their registered addresses as recorded in the Register,
not later than the latest date, and not earlier than the earliest date,
prescribed herein for the giving of such notice. In any case where notice to
Holders is given by mail, neither the failure to mail such notice, nor any
defect in any notice so mailed, to any particular Holder shall affect the
sufficiency of such notice with respect to other Holders.

         Where this Indenture provides for notice in any manner, such notice may
be waived in writing by the Person entitled to receive such notice, either
before or after the event, and such waiver shall be the equivalent of such
notice. Waivers of notice by Holders shall be filed with the Trustee, but such
filing shall not be a condition precedent to the validity of any action taken in
reliance upon such waiver.

         In case, by reason of the suspension of regular mail service, or by
reason of any other cause, it shall be impossible to mail notice of any event as
required by any provision of this Indenture, then such notification as shall be
made with the approval of the Trustee (such approval not to be unreasonably
withheld) shall constitute a sufficient notification for every purpose
hereunder.

         SECTION 1.11. Effect of Headings and Table of Contents. The Article and
Section headings herein and the Table of Contents are for convenience only and
shall not affect the construction hereof.

         SECTION 1.12. Successors and Assigns. All covenants and agreements in
this Indenture by the Company shall bind its successors and assigns, whether so
expressed or not.

         SECTION 1.13. Separability Clause. 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 1.14. Benefits of Indenture. Nothing in this Indenture or in
the Notes, express or implied, shall give to any Person, other than the parties
hereto and their successors hereunder, any Paying Agent and the Holders, any
benefit or any legal or equitable right, remedy or claim under this Indenture.


         SECTION 1.15. GOVERNING LAW. THIS INDENTURE, THE NOTES SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF



                                       24
<PAGE>

THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ANY PRINCIPLES OF CONFLICT OF
LAWS TO THE EXTENT THAT THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD
BE REQUIRED THEREBY. THE TRUSTEE, THE COMPANY, ANY OTHER OBLIGORS IN RESPECT OF
THE NOTES AND (BY THEIR ACCEPTANCE OF THE NOTES) THE HOLDERS, AGREE TO SUBMIT TO
THE JURISDICTION OF ANY UNITED STATES FEDERAL OR STATE COURT LOCATED IN THE
BOROUGH OF MANHATTAN, IN THE CITY OF NEW YORK IN ANY ACTION OR PROCEEDING
ARISING OUT OF OR RELATING TO THIS INDENTURE OR THE NOTES.

         SECTION 1.16. Legal Holidays. In any case where any Interest Accrual
Date, Redemption Date or Stated Maturity of any Note shall not be a Business
Day, then (notwithstanding any other provision of this Indenture or of the
Notes) payment of interest or Accreted Value need not be made on such date, but
may be made on the next succeeding Business Day with the same force and effect
as if made on the Interest Accrual Date or Redemption Date, or at the Stated
Maturity.

         SECTION 1.17. No Personal Liability of Directors, Officers, Employees,
Incorporators and Stockholders. No director, officer, employee, incorporator,
member or stockholder of the Company, as such, shall have any liability for any
obligations of the Company under the Notes or the Indenture or for any claim
based on, in respect of, or by reason of, such obligations or their creation.
Each Holder 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 1.18. Exhibits and Schedules. All exhibits and schedules
attached hereto are by this reference made a part hereof with the same effect as
if herein set forth in full.

         SECTION 1.19. Counterparts. This Indenture may be executed in any
number of counterparts, each of which shall be an original; but such
counterparts shall together constitute but one and the same instrument.

                                    ARTICLE 2
                                   NOTE FORMS

         SECTION 2.01. Forms Generally. The Notes and the Trustee's certificate
of authentication relating thereto shall be in substantially the forms set
forth, or referenced, in Exhibit A, annexed hereto and in this Article 2. The
Notes may have such appropriate insertions, omissions, substitutions, notations,
legends, endorsements, identifications and other variations as are required or
permitted by law, stock exchange rule or depository rule or usage, agreements to
which the Company are subject, if any, or other customary usage, or as may
consistently herewith be determined by the Officers of the Company executing
such Notes, as evidenced by such execution (provided always that any such
notation, legend, endorsement, identification or variation is in a form
acceptable to the Company). Each Note shall be dated the date of its
authentication.

         The Notes shall be issued in the form of permanent certificated Notes
substantially in the form set forth in Exhibit A.



                                       25
<PAGE>

         SECTION 2.02. Form of Trustee's Certificate of Authentication. The
Trustee's certificate of authentication shall be in substantially the following
form:

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



                                            ------------------------------------
                                                        as Trustee

Dated:                                      By:
      ------------------------------           ---------------------------------
                                                     Authorized Signatory

         If an appointment of an Authenticating Agent is made pursuant to
Section 7.14, the Notes may have endorsed thereon, in lieu of the Trustee's
certificate of authentication, an alternative certificate of authentication in
the following form:

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


------------------------
As Trustee

                                            By:
                                               ---------------------------------
                                                     As Authenticating Agent

                                            By:
                                               ---------------------------------
                                                      Authorized Signatory

Dated:
      --------------------

         SECTION 2.03. Restrictive Legends. Each Note shall bear any legends
required by the Subscription Agreement.

                                    ARTICLE 3
                                    THE NOTES

         SECTION 3.01. Title and Terms. (a) The aggregate amount of Notes that
may be authenticated and delivered under this Indenture is limited to an Initial
Accreted Value of $100,000,000. All the Notes shall vote and consent together on
all matters as one class, and none of the Notes will have the right to vote or
consent as a class separate from one another on any matter.

         The Notes shall be known and designated as the "14% SENIOR NOTES DUE
2007" of the Company. The final Stated Maturity of the Notes shall be May 1,
2007. The Company agrees to pay interest on the Accreted Value of the Notes at
the rate and in the manner specified below.

         "ACCRETED VALUE" means with respect to each Note, as of any date of
determination, the sum of: (a) the Accreted Value of such Note on the
immediately preceding Interest Accrual Date (in the event such date of
determination falls before the first Interest Accrual Date, the "INITIAL
ACCRETED VALUE" specified on the face of the Note) plus (b) in the case of any
determination date




                                       26
<PAGE>

other than an Interest Accrual Date, an amount determined by multiplying (i) the
amount referred to in clause (a) by (ii) 14% by (iii) the number of days in the
period from and including the preceding Interest Accrual Date to such date of
determination divided by 360.

         Interest will accrue, in the case of the first Interest Accrual Date,
on the Initial Accreted Value specified on the face of each Note, and on each
subsequent Interest Accrual Date, on the Accreted Value of such Note as of the
immediately preceding Interest Accrual Date, at a rate of 14% per annum. On each
Interest Accrual Date, such accrued interest shall accrete and be added to the
then Accreted Value of the Notes and shall thereafter bear interest in
accordance with the terms hereof. Interest will be computed on the basis of a
360-day year of twelve 30-day months.

         (b) The Accreted Value of and interest, if any, on the Notes shall be
payable at the Corporate Trust Office or at the office or agency of the Company
maintained for that purpose in the Borough of Manhattan, The City of New York
(each, a "PLACE OF PAYMENT") in the manner provided in Section 4.01(b).

         SECTION 3.02. Denominations. The Notes shall be issuable only in
registered form without coupons in denominations (based on the Initial Accreted
Value thereof) of $1,000 and any integral multiple thereof.

         SECTION 3.03. Execution, Authentication and Delivery and Dating. The
Notes shall be executed on behalf of the Company by an Officer of the Company.
The signature of such Officer on the Notes may be manual or facsimile.

         Notes bearing the manual or facsimile signature of an individual who
was at any time a proper Officer of the Company shall bind the Company,
notwithstanding that such individual has ceased to hold such office prior to the
authentication and delivery of such Notes or did not hold such office at the
date of such Notes.

         At any time and from time to time after the execution and delivery of
this Indenture, the Company may deliver Notes executed by the Company to the
Trustee for authentication; and the Trustee shall authenticate and deliver Notes
in the aggregate amount not to exceed an Initial Accreted Value of $100,000,000,
upon a written order of the Company in the form of an Officer's Certificate of
the Company (an "AUTHENTICATION ORDER"). Such Officer's Certificates shall
specify the amount of Notes to be authenticated and the date on which the Notes
are to be authenticated, whether the Notes are to include any legend, that the
issuance of such Notes does not contravene any provision of Article 4 of this
Indenture and such other information as the Company may include or the Trustee
may reasonably request.

         All Notes shall be dated the date of their authentication.

         No Note shall be entitled to any benefit under this Indenture or be
valid or obligatory for any purpose, unless there appears on such Note a
certificate of authentication substantially in the form provided for herein
executed by the Trustee by manual signature, and such certificate upon any Note
shall be conclusive evidence, and the only evidence, that such Note has been
duly authenticated and delivered hereunder.



                                       27
<PAGE>

         SECTION 3.04. Registration, Registration of Transfer and Exchange. The
Company shall cause to be kept at the Corporate Trust Office of the Trustee a
register (the register maintained in such office and in any other office or
agency of the Company in a Place of Payment being herein sometimes collectively
referred to as the "REGISTER") in which, subject to such reasonable regulations
as it may prescribe, the Company shall provide for the registration of Notes and
of transfers of Notes. The Trustee is hereby appointed "REGISTRAR" for the
purpose of registering Notes and transfers of Notes as herein provided.

         Upon surrender for transfer of any Note at the office or agency of the
Company in a Place of Payment, in compliance with all applicable requirements of
this Indenture and applicable law, the Company shall execute, and the Trustee
shall authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Notes, of any authorized denominations and of a
like tenor and aggregate Accreted Value.

         At the option of the Holder, Notes may be exchanged for other Notes, of
any authorized denominations and of a like tenor and aggregate Accreted Value,
upon surrender of the Notes to be exchanged at such office or agency. Whenever
any Notes are so surrendered for exchange, the Company shall execute, and the
Trustee shall authenticate and deliver, the Notes that the Holder making the
exchange is entitled to receive.

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

         Every Note presented or surrendered for registration of transfer or
exchange shall (if so required by the Company or the Registrar) be duly
endorsed, or be accompanied by a written instrument of transfer, in form
satisfactory to the Company and the Registrar duly executed, by the Holder
thereof or such Holder's attorney duly authorized in writing.

         No service charge shall be made for any registration of transfer or
exchange or redemption of Notes, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any registration of transfer or exchange of Notes under this
Section 3.04.

         SECTION 3.05. Mutilated, Destroyed, Lost and Stolen Notes. If (a) any
mutilated Note is surrendered to the Trustee, or the Company and the Trustee
receive evidence to their satisfaction of the destruction, loss or theft of any
Note, and (b) there is delivered to the Company and the Trustee such security or
indemnity as may be required by them to save each of them harmless, then, in the
absence of notice to the Company or the Trustee that such Note has been acquired
by a bona fide purchaser, the Company shall execute and upon receipt of an
Authentication Order the Trustee shall authenticate and deliver, in exchange for
or in lieu of any such mutilated, destroyed, lost or stolen Note, a new Note of
like tenor and Accreted Value, bearing a number not contemporaneously
Outstanding.

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



                                       28
<PAGE>

         Upon the issuance of any new Note under this Section 3.05, the Company
may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee) connected therewith.

         Every new Note issued pursuant to this Section 3.05 in lieu of any
mutilated, destroyed, lost or stolen Note shall constitute an original
additional contractual obligation of the Company, whether or not the mutilated,
destroyed, lost or stolen Note shall be at any time enforceable by anyone, and
shall be entitled to all the benefits of this Indenture equally and ratably with
any and all other Notes duly issued hereunder.

         The provisions of this Section 3.05 are exclusive and shall preclude
(to the extent lawful) all other rights and remedies with respect to the
replacement or payment of mutilated, destroyed, lost or stolen Notes.

         SECTION 3.06. Persons Deemed Owners. Prior to due presentment of a Note
for registration of transfer, the Company, the Trustee and any agent of the
Company or the Trustee may treat the Person in whose name such Note is
registered as the owner of such Note for the purpose of receiving payment of
Accreted Value of and interest on such Note and for all other purposes
whatsoever, whether or not such Note be overdue, and none of the Company, the
Trustee or any agent of the Company or the Trustee shall be affected by notice
to the contrary.

         SECTION 3.07. Cancellation. All Notes surrendered for payment,
redemption, registration of transfer or exchange shall, if surrendered to any
Person other than the Trustee, be delivered to the Trustee and, if not already
canceled, shall be promptly canceled by it. The Company may at any time deliver
to the Trustee for cancellation any Notes previously authenticated and delivered
hereunder that the Company may have acquired in any manner whatsoever, and all
Notes so delivered shall be promptly canceled by the Trustee. No Notes shall be
authenticated in lieu of or in exchange for any Notes canceled as provided in
this Section 3.08, except as expressly permitted by this Indenture. All canceled
Notes held by the Trustee shall be disposed of as directed by a Company Order.

         SECTION 3.08. Computation of Interest and Accretion. Interest and
accretion on the Notes shall be computed on the basis of a 360-day year of
twelve 30-day months.

                                    ARTICLE 4
                                    COVENANTS

         No failure to comply with any covenant contained in this Article 4
shall be actionable by the Trustee or any Holders until such time as such
failure constitutes an Event of Default under Section 6.01.

         SECTION 4.01. Payment of Accreted Value and Interest. (a) The Company
will duly and punctually pay the Accreted Value of and interest, if any, on the
Notes in accordance with the terms of the Notes and this Indenture. Accreted
Value or interest shall be considered paid on the date it is due if the Trustee
or Paying Agent or Paying Agents hold on that date money designated for and
sufficient to pay the amount owed.



                                       29
<PAGE>

         (b) The Company will make all payments of Accreted Value and interest,
if any, by wire transfer of immediately available funds to the accounts
specified by the Holders thereof or, if no such account is specified, by mailing
a check to each such Holder's registered address.

         SECTION 4.02. Maintenance of Office or Agency. The Company will
maintain in the Borough of Manhattan, The City of New York an office or agency
where Notes may be presented or surrendered for payment, where Notes may be
surrendered for transfer or exchange and where notices and demands to or upon
the Company in respect of the Notes and this Indenture may be served. The
Company will give prompt written notice to the Trustee of the location, and of
any change in the location, of such office or agency. If at any time the Company
shall fail to maintain such 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 hereby designates the Corporate Trust Office as an initial Place of
Payment and as such office of the Company in the Borough of Manhattan, the City
of New York, and appoint the Trustee as its agent to receive all such
presentations, surrenders, notices and demands so long as such Corporate Trust
Office remains a Place of Payment.

         SECTION 4.03. Taxes. The Company shall pay, and shall cause each of its
Subsidiaries to pay, prior to delinquency, all material taxes, assessments, and
governmental levies except such as are contested in good faith and by
appropriate proceedings or where the failure to effect such payment is not
adverse in any material respect to the Holders of the Notes.

         SECTION 4.04. Stay, Extension and Usury Laws. The Company covenants (to
the extent that it may lawfully do so) that it shall not at any time insist
upon, plead, or in any manner whatsoever claim or take the benefit or advantage
of, any stay, extension or usury law wherever enacted, now or at any time
hereafter in force, that may affect the covenants or the performance of this
Indenture; and the Company (to the extent that it may lawfully do so) hereby
expressly waives all benefit or advantage of any such law, and covenant 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 4.05. Corporate Existence. Subject to Article 5 hereof, the
Company shall do or cause to be done all things necessary to preserve and keep
in full force and effect (i) the corporate, partnership or other existence of
itself and each of its Subsidiaries, in accordance with the respective
organizational documents (as the same may be amended from time to time) of the
Company or any such Subsidiary and (ii) the rights (charter and statutory),
licenses and franchises of the Company and its Subsidiaries; provided, however,
that the Company shall not be required to preserve any such right, license or
franchise, or the corporate, partnership or other existence of itself and any of
its Subsidiaries, if the Board of Directors shall determine that the
preservation thereof is no longer desirable in the conduct of the business of
the Company and its Subsidiaries, taken as a whole, and that the loss thereof is
not adverse in any material respect to the Holders of the Notes.

         SECTION 4.06. SEC Reports. So long as any of the Notes are outstanding,
the Company will provide to the Holders and file with the SEC, to the extent
such submissions are



                                       30
<PAGE>

accepted for filing by the SEC, copies of the annual reports and of the
information, documents and other reports that the Company would have been
required to file with the SEC pursuant to Sections 13 or 15(d) of the Exchange
Act regardless of whether the SEC is then obligated to file such reports within
15 days after it would have been required to file such reports with the SEC.
Upon qualification of this Indenture under the TIA, the Company shall also
comply with the other provisions of TIA 314(a).

         SECTION 4.07. Limitation on Indebtedness. (a) The Company shall not,
and shall not permit any of its Restricted Subsidiaries to, Incur any
Indebtedness; provided, however, that the Company and any of its Restricted
Subsidiaries may Incur Indebtedness if on the date thereof the Consolidated
Coverage Ratio would be greater than 2.25:1.00.

         (b) Notwithstanding Section 4.07(a), the Company and its Restricted
Subsidiaries may Incur the following Indebtedness: (i) Senior Indebtedness in an
aggregate principal amount not to exceed $710 million at any time outstanding,
less (x) the aggregate principal amount thereof repaid with the net proceeds of
Asset Dispositions (to the extent, in the case of a repayment of revolving
credit Indebtedness, the commitment to advance the loans repaid has been
terminated) and (y) the Initial Accreted Value of all Notes then outstanding;
(ii) Indebtedness represented by Capitalized Lease Obligations, mortgage
financings or purchase money obligations, in each case Incurred for the purpose
of financing all or any part of the purchase price or cost of construction or
improvement of property used in a Related Business or Incurred to Refinance any
such purchase price or cost of construction or improvement, in each case
Incurred no later than 365 days after the date of such acquisition or the date
of completion of such construction or improvement; provided, however, that the
principal amount of any Indebtedness Incurred pursuant to this Section
4.07(b)(ii) shall not exceed $25.0 million at any time outstanding; (iii)
Permitted Indebtedness; and (iv) Indebtedness (other than Indebtedness described
in clauses (i)-(iii)) in a principal amount which, when taken together with the
principal amount of all other Indebtedness Incurred pursuant to this Section
4.07(b)(iv) and then outstanding, will not exceed $75.0 million (it being
understood that any Indebtedness Incurred under this Section 4.07(b)(iv) shall
cease to be deemed Incurred or outstanding for purposes of this Section
4.07(b)(iv) (but shall be deemed to be Incurred for purposes of Section 4.07(a))
from and after the first date on which the Company or its Restricted
Subsidiaries could have Incurred such Indebtedness under Section 4.07(a) without
reliance upon this Section 4.07(b)(iv)).

         (c) The Company shall not permit any Unrestricted Subsidiary to Incur
any Indebtedness other than Non-Recourse Debt; provided, however, if any such
Indebtedness ceases to be Non-Recourse Debt, such event shall be deemed to
constitute an Incurrence of Indebtedness by the Company or a Restricted
Subsidiary.

         (d) The Company shall not Incur any Indebtedness if such Indebtedness
is subordinate or junior in right of payment to any Senior Indebtedness unless
such Indebtedness is expressly subordinated in right of payment to the Notes.

         (e) For purposes of determining compliance with any U.S.
dollar-denominated restriction on the Incurrence of Indebtedness, the U.S.
dollar-equivalent principal amount of Indebtedness denominated in a foreign
currency shall be calculated based on the relevant currency exchange rate in
effect on the date such Indebtedness was Incurred, in the case of term



                                       31
<PAGE>

debt, or first committed, in the case of revolving credit debt; provided that
(x) the U.S. dollar-equivalent principal amount of any such Indebtedness
outstanding or committed on the Closing Date shall be calculated based on the
relevant currency exchange rate in effect on June 30, 2001, and (y) if such
Indebtedness is Incurred to refinance other indebtedness denominated in a
foreign currency, and such refinancing would cause the applicable U.S.
dollar-denominated restriction to be exceeded if calculated at the relevant
currency exchange rate in effect on the date of such refinancing, such U.S.
dollar-denominated restriction shall be deemed not to have been exceeded so long
as the principal amount of such refinancing Indebtedness does not exceed the
principal amount of such Indebtedness being refinanced. The principal amount of
any Indebtedness incurred to refinance other Indebtedness, if incurred in a
different currency from the Indebtedness being refinanced, shall be calculated
based on the currency exchange rate applicable to the currencies in which such
respective Indebtedness is denominated that is in effect on the date of such
refinancing.

         SECTION 4.08. Limitation on Restricted Payments. (a) The Company shall
not, and shall not permit any of its Restricted Subsidiaries, directly or
indirectly, to (i) declare or pay any dividend or make any distribution on or in
respect of its Capital Stock (including any payment in connection with any
merger or consolidation involving the Company or any of its Restricted
Subsidiaries) except (A) dividends or distributions payable in its Capital Stock
(other than Disqualified Stock) or in options, warrants or other rights to
purchase such Capital Stock (other than Disqualified Stock), and (B) dividends
or distributions payable to the Company or a Restricted Subsidiary of the
Company (and, if such Restricted Subsidiary is not a Wholly-Owned Subsidiary, to
its other holders of Capital Stock on a pro rata basis), (ii) purchase, redeem,
retire or otherwise acquire for value any Capital Stock of the Company held by
Persons other than a Restricted Subsidiary of the Company or any Capital Stock
of a Restricted Subsidiary of the Company held by Persons other than the Company
or another Restricted Subsidiary of the Company (in either case, other than in
exchange for its Capital Stock (other than Disqualified Stock) or to the extent
that after giving effect to such purchase, redemption, retirement or
acquisition, such Restricted Subsidiary would become a Wholly-Owned Subsidiary),
(iii) purchase, repurchase, redeem, defease or otherwise acquire or retire for
value, prior to scheduled maturity, scheduled repayment or scheduled sinking
fund payment, any Subordinated Indebtedness (other than the purchase, repurchase
or other acquisition of Subordinated Indebtedness purchased in anticipation of
satisfying a sinking fund obligation, principal installment or final maturity,
in each case due within one year of the date of purchase, repurchase or
acquisition), or (iv) make any Investment (other than a Permitted Investment) in
any Person (any such dividend, distribution, purchase, redemption, repurchase,
defeasance, other acquisition, retirement or Investment being herein referred to
in clauses (i) through (iv) as a "RESTRICTED PAYMENT"), if at the time the
Company or such Restricted Subsidiary makes such Restricted Payment: (1) a
Default shall have occurred and be continuing (or would result therefrom); or
(2) the Company is not able to incur an additional $1.00 of Indebtedness
pursuant to Section 4.07(a); or (3) the aggregate amount of such Restricted
Payment and all other Restricted Payments declared or made subsequent to the
Closing Date would exceed the sum of: (A) 50% of the Consolidated Net Income
accrued during the period (treated as one accounting period) from the date of
the issuance of the High Yield Notes to the end of the most recent fiscal
quarter ending prior to the date of such Restricted Payment as to which
financial results are available (or, in case such Consolidated Net Income shall
be a deficit, minus 100% of such deficit); (B) the aggregate net proceeds
received by the Company from the issue or sale of its Capital Stock (other than


                                       32
<PAGE>

Disqualified Stock) or other capital contributions subsequent to the date of the
issuance of the High Yield Notes (other than net proceeds received from an
issuance or sale of such Capital Stock to a Subsidiary of the Company or an
employee stock ownership plan or similar trust); provided, however, that the
value of any non-cash net proceeds (which in each case shall be assets of the
type used in a Related Business or Capital Stock of a Person engaged in a
Related Business) shall be as determined by the Board of Directors in good
faith, except that in the event the value of any non cash net proceeds shall be
$25 million or more, the value shall be as determined in writing by an
independent investment banking firm of nationally recognized standing; (C) the
aggregate Net Cash Proceeds received by the Company from the issue or sale of
its Capital Stock (other than Disqualified Stock) to an employee stock ownership
plan or similar trust subsequent to the Closing Date; provided, however, that if
such plan or trust Incurs any Indebtedness owed to or Guaranteed by the Company
or any of its Restricted Subsidiaries to finance the acquisition of such Capital
Stock, such aggregate amount shall be limited to such Net Cash Proceeds less
such Indebtedness Incurred to or Guaranteed by the Company or any of its
Restricted Subsidiaries and any increase in the Consolidated Net Worth of the
Company resulting from principal repayments made by such plan or trust with
respect to Indebtedness Incurred by it to finance the purchase of such Capital
Stock; (D) the amount by which Indebtedness of the Company is reduced on the
Company's balance sheet upon the conversion or exchange (other than by a
Restricted Subsidiary of the Company) subsequent to the issue date of any
Indebtedness of the Company for Capital Stock (other than Disqualified Stock) of
the Company (less the amount of any cash, or other property, distributed by the
Company upon such conversion or exchange); (E) the amount equal to the net
reduction in Investments (other than Permitted Investments) made by the Company
or any of its Restricted Subsidiaries in any Person resulting from (i)
repurchases or redemptions of such Investments by such Person, proceeds realized
upon the sale of such Investment to an unaffiliated purchaser, and repayments of
loans or advances or other transfers of assets by such Person to the Company or
any Restricted Subsidiary of the Company or (ii) the redesignation of
Unrestricted Subsidiaries as Restricted Subsidiaries (valued in each case as
provided in the definition of "Investment") not to exceed, in the case of any
Unrestricted Subsidiary, the amount of Investments previously made by the
Company or any Restricted Subsidiary in such Unrestricted Subsidiary, which
amount was included in the calculation of the amount of Restricted Payments;
provided, however, that no amount shall be included under this clause (E) of
this Section 4.08(a) to the extent it is already included in Consolidated Net
Income; (F) the aggregate Net Cash Proceeds received by a Person in
consideration for the issuance of such Person's Capital Stock (other than
Disqualified Stock) which are held by such Person at the time such Person is
merged with and into the Company in accordance with Section 5.01 subsequent to
the Closing Date; provided, however, that concurrently with or immediately
following such merger the Company uses an amount equal to such Net Cash Proceeds
to redeem or repurchase the Company's Capital Stock; and (G) $5 million.

         (b) The provisions of Section 4.08(a) shall not prohibit: (i) any
purchase or redemption of Capital Stock or Subordinated Indebtedness of the
Company made by exchange for, or out of the proceeds of the substantially
concurrent sale of, Capital Stock of the Company (other than Disqualified Stock
and other than Capital Stock issued or sold to a Subsidiary or an employee stock
ownership plan or similar trust); provided, however, that (A) such purchase or
redemption shall be excluded in the calculation of the amount of Restricted
Payments and (B) the Net Cash Proceeds from such sale shall be excluded from
clause (3) (B) of Section 4.08(a);



                                       33
<PAGE>

(ii) any purchase or redemption of Subordinated Indebtedness of the Company made
by exchange for, or out of the proceeds of the substantially concurrent sale of,
Subordinated Indebtedness of the Company; provided, however, that such purchase
or redemption shall be excluded in the calculation of the amount of Restricted
Payments; (iii) dividends paid within 60 days after the date of declaration if
at such date of declaration such dividend would have complied with the
requirements of Section 4.08(a); (iv) payments of dividends on the Company's
common stock (or payments to Parent to pay dividends on its common stock) after
an initial public offering of common stock of the Company or of Parent, as the
case may be, in an annual amount not to exceed 6% of the gross proceeds (before
deducting underwriting discounts and commissions and other fees and expenses of
the offering) received by the Company from shares of common stock sold for the
account of the Company (and not for the account of any stockholder) in such
initial public offering or, in the case of an initial public offering by Parent,
6% per annum of the amount contributed to the common or non-redeemable preferred
equity of the Company by Parent from the Net Cash Proceeds of an initial public
offering of common stock by Parent; (v) payments by the Company to repurchase
(or to enable Parent to repurchase) Capital Stock or other securities of the
Company or Parent from members of management of the Company in an aggregate
amount not to exceed $15 million; (vi) payments to enable the Company to redeem
or repurchase (or to enable Parent to repurchase) stock purchase or similar
rights granted by the Company or Parent with respect to its Capital Stock in an
aggregate amount not to exceed $1 million; (vii) payments, not to exceed
$200,000 in the aggregate, to enable the Company or Parent to make cash payments
to holders of its Capital Stock in lieu of the issuance of fractional shares of
its Capital Stock; (viii) payments made pursuant to any merger, consolidation or
sale of assets effected in accordance with Section 5.01; provided, however, that
no such payment may be made pursuant to this clause (viii) unless, after giving
effect to such transaction (and the incurrence of any Indebtedness in connection
therewith and the use of the proceeds thereof), the Company would be able to
Incur $1.00 of additional Indebtedness (other than Permitted Indebtedness) in
compliance with Section 4.07 such that, after Incurring that $1.00 of additional
Indebtedness, the Consolidated Coverage Ratio would be greater than 3.5:1.00;
and (ix) payments by the Company to fund (A) out of pocket expenses of Parent
for administrative, legal and accounting services provided by third parties, or
to pay franchise fees and similar costs, but not to exceed an aggregate amount
of $1 million per annum, and (B) taxes of Parent; provided, however, that in the
case of clauses (iv), (v), (vi), (vii) and (viii) no Default or Event of Default
shall have occurred or be continuing at the time of such payment or as a result
thereof; provided further, however, that for purposes of determining the
aggregate amount expended for Restricted Payments in accordance with clause (3)
of Section 4.08(a), only the amounts expended under clauses (v) through (viii)
shall be included.

         SECTION 4.09. Limitation on Restrictions on Distributions from
Restricted Subsidiaries. The Company shall not, and shall not permit any of its
Restricted Subsidiaries to, create or permit to exist or become effective any
consensual encumbrance or restriction on the ability of any such Restricted
Subsidiary to (i) pay dividends or make any other distributions on its Capital
Stock or pay any Indebtedness or other obligation owed to the Company, (ii) make
any loans or advances to the Company or (iii) transfer any of its property or
assets to the Company; except: (a) any encumbrance or restriction pursuant to an
agreement in effect at or entered into on the Closing Date, (b) any encumbrance
or restriction with respect to such a Restricted Subsidiary pursuant to an
agreement relating to any Indebtedness or Preferred Stock issued by such
Restricted Subsidiary on or prior to the date on which such Restricted
Subsidiary



                                       34
<PAGE>

was acquired by the Company and outstanding on such date (other than
Indebtedness or Preferred Stock issued as consideration in, or to provide all or
any portion of the funds or credit support utilized to consummate, the
transaction or series of related transactions pursuant to which such Restricted
Subsidiary became a Restricted Subsidiary of the Company or was acquired by the
Company); (c) any encumbrance or restriction with respect to such a Restricted
Subsidiary pursuant to an agreement evidencing Indebtedness Incurred without
violation of this Indenture or effecting a refinancing of Indebtedness issued
pursuant to an agreement referred to in clauses (a) or (b) or this clause (c) or
contained in any amendment to an agreement referred to in clauses (a) or (b) or
this clause (c); provided, however, that the encumbrances and restrictions with
respect to such Restricted Subsidiary contained in any of such agreement,
refinancing agreement or amendment, taken as a whole, are not materially less
favorable to the Holders, as determined in good faith by the senior management
of the Company or Board of Directors, than encumbrances and restrictions with
respect to such Restricted Subsidiary contained in agreements in effect at, or
entered into on, the Issue Date; (d) in the case of clause (iii) of this Section
4.09, any encumbrance or restriction (A) that restricts in a customary manner
the subletting, assignment or transfer of any property or asset that is a lease,
license, conveyance or contract or similar property or asset, (B) by virtue of
any transfer of, agreement to transfer, option or right with respect to, or Lien
on, any property or assets of the Company or any Restricted Subsidiary not
otherwise prohibited by this Indenture, (C) that is included in a licensing
agreement to the extent such restrictions limit the transfer of the property
subject to such licensing agreement or (D) arising or agreed to in the ordinary
course of business and that does not, individually or in the aggregate, detract
from the value of property or assets of the Company or any of its Subsidiaries
in any manner material to the Company or any such Restricted Subsidiary as
determined in good faith by senior management of the Company; (e) in the case of
clause (iii) of this Section 4.09, restrictions contained in security
agreements, mortgages or similar documents securing Indebtedness of a Restricted
Subsidiary to the extent such restrictions restrict the transfer of the property
subject to such security agreements; (f) any restriction with respect to such a
Restricted Subsidiary imposed pursuant to an agreement entered into for the sale
or disposition of all or substantially all the Capital Stock or assets of such
Restricted Subsidiary pending the closing of such sale or disposition; (g)
encumbrances or restrictions with respect to Indebtedness of Foreign
Subsidiaries; provided that (i) such encumbrances or restrictions do not limit
in any manner the ability of the Restricted Subsidiaries of the Company in
existence on the Issue Date from performing any of the acts referred to in
clauses (i) through (iii) of this Section 4.09 and (ii) the aggregate principal
amount of the Indebtedness of the Foreign Subsidiaries of the Company which
includes such an encumbrance or restriction does not exceed $50.0 million; and
(h) encumbrances or restrictions arising or existing by reason of applicable
law.

         SECTION 4.10. Limitation on Sales of Assets and Subsidiary Stock.
(a) The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, make any Asset Disposition unless (i) the Company or such
Restricted Subsidiary receives consideration at the time of such Asset
Disposition at least equal to the fair market value, as determined in good faith
by the Company's senior management or the Board of Directors (including as to
the value of all non-cash consideration), of the shares and assets subject to
such Asset Disposition, (ii) at least 75% of the consideration thereof received
by the Company or such Restricted Subsidiary is in the form of cash or cash
equivalents and (iii) an amount equal to 100% of the Net Available Cash from
such Asset Disposition is applied by the Company (or such Restricted Subsidiary,
as the



                                       35
<PAGE>

case may be) (A) first, to the extent the Company or any Restricted Subsidiary
elects (or is required by the terms of any Senior Indebtedness), to prepay,
repay or purchase (x) Senior Indebtedness or (y) Indebtedness (other than
Preferred Stock) of a Wholly-Owned Subsidiary (in each case other than
Indebtedness owed to the Company) within 180 days from the later of the date of
such Asset Disposition or the receipt of such Net Available Cash; (B) second,
within one year from the receipt of such Net Available Cash, to the extent of
the balance of such Net Available Cash after application in accordance with
clause (A), at the Company's election either (x) to the investment in or
acquisition of Additional Assets or (y) to prepay, repay or purchase (1) Senior
Indebtedness or (2) Indebtedness (other than Preferred Stock) of a Wholly-Owned
Subsidiary (in each case other than Indebtedness owed to the Company); and (C)
third, within 45 days after the later of the application of Net Available Cash
in accordance with clauses (A) and (B) and the date that is one year from the
receipt of such Net Available Cash, to the extent of the balance of such Net
Available Cash after application in accordance with clauses (A) and (B), to make
an offer to purchase Notes, pro rata at 100% of the tendered Accreted Value
thereof plus accrued and unpaid interest, if any, thereon to the date of
purchase. The balance of such Net Available Cash after application in accordance
with clauses (A), (B) and (C) may be used by the Company in any manner not
otherwise prohibited under this Indenture. Notwithstanding anything herein to
the contrary, in connection with any prepayment, repayment or purchase of
Indebtedness pursuant to clause (A), (B) or (C) above, the Company or such
Restricted Subsidiary shall retire such Indebtedness and shall cause the related
loan commitment (if any) to be permanently reduced in an amount equal to the
principal amount so prepaid, repaid or purchased. Notwithstanding the foregoing
provisions, the Company and its Restricted Subsidiaries shall not be required to
apply any Net Available Cash in accordance herewith except to the extent that
the aggregate Net Available Cash from all Asset Dispositions which are not
applied in accordance with this Section 4.10 at any time exceed $15 million. The
Company shall not be required to make an offer for Notes pursuant to this
Section 4.10 if the Net Available Cash available therefor (after application of
the proceeds as provided in clauses (A) and (B)) is less than $25 million for
any particular Asset Disposition (which lesser amounts shall be carried forward
for purposes of determining whether an offer is required with respect to the Net
Available Cash from any subsequent Asset Disposition).

         For the purposes of this Section 4.10, the following will be deemed to
be cash: (x) the assumption by the transferee of Senior Indebtedness of the
Company or Indebtedness of any Restricted Subsidiary of the Company and the
release of the Company or such Restricted Subsidiary from all liability on such
Senior Indebtedness or Indebtedness in connection with such Asset Disposition
(in which case the Company shall, without further action, be deemed to have
applied such assumed Indebtedness in accordance with clause (A) of the preceding
paragraph) and (y) securities received by the Company or any Restricted
Subsidiary of the Company from the transferee that are promptly converted by the
Company or such Restricted Subsidiary into cash.

         Notwithstanding the foregoing, the Company and its Restricted
Subsidiaries shall be permitted to consummate an Asset Swap if (i) immediately
after giving effect to such Asset Swap, no Default or Event of Default shall
have occurred or be continuing, (ii) in the event such Asset Swap involves an
aggregate amount in excess of $10 million, the terms of such Asset Swap have
been approved by a majority of the members of the Board of Directors, and (iii)
in the event such Asset Swap involves an aggregate amount in excess of $50
million, the Company



                                       36
<PAGE>

has received a written opinion from an independent investment banking firm of
nationally recognized standing that such Asset Swap is fair to the Company or
such Restricted Subsidiary, as the case may be, from a financial point of view.

         (b) In the event of an Asset Disposition that requires the purchase of
Notes pursuant to Section 4.10(a)(iii)(C), the Company will be required to
purchase Notes tendered pursuant to an offer by the Company for the Notes (each,
an "OFFER") at a purchase price of 100% of their Accreted Value plus accrued and
unpaid interest, if any, to the purchase date in accordance with the procedures
(including prorating in the event of oversubscription) set forth in Section
4.10(c). If the aggregate purchase price of the Notes tendered pursuant to an
Offer is less than the Net Available Cash allotted to the purchase of the Notes,
the Company may use the remaining Net Available Cash for any purpose not
prohibited by this Indenture. Upon the consummation of the purchase of Notes
properly tendered in response to such Offer, the amount of Net Available Cash
subject to future offers to purchase shall be deemed to be reset to zero.

         (c) (i) Promptly, and in any event within 10 days after the Company is
required to make an Offer, the Company shall deliver to the Trustee and send, by
first-class mail to each Holder, a written notice stating that the Holder may
elect to have his Notes purchased by the Company either in whole or in part
(subject to prorating as hereinafter described in the event an Offer is
oversubscribed) in integral multiples of $1,000 of Initial Accreted Value, at
the applicable purchase price. The notice shall specify a purchase date not less
than 30 days nor more than 60 days after the date of such notice (the "PURCHASE
DATE").

                  (ii) Not later than the date upon which such written notice of
an Offer is delivered to the Trustee and the Holders, the Company shall deliver
to the Trustee an Officers' Certificate setting forth (A) the amount of the
Offer (the "OFFER AMOUNT"), (B) the allocation of the Net Available Cash from
the Asset Dispositions as a result of which such Offer is being made and (C) the
compliance of such allocation with the provisions of Section 4.10(a). Upon the
expiration of the period (the "OFFER PERIOD") for which the Offer remains open,
the Company shall deliver to the Trustee for cancellation the Notes or portions
thereof which have been properly tendered to and are to be accepted by the
Company. The Trustee shall, on the Purchase Date, mail or deliver payment to
each tendering Holder in the amount of the purchase price of the Notes tendered
by such Holder to the extent such funds are available to the Trustee.

                  (iii) Holders electing to have a Note purchased will be
required to surrender the Note, with an appropriate form duly completed, to the
Company at the address specified in the notice prior to the expiration of the
Offer Period. Each Holder will be entitled to withdraw its election if the
Trustee or the Company receives, not later than one Business Day prior to the
expiration of the Offer Period, a telegram, telex, facsimile transmission or
letter from such Holder setting forth the name of such Holder, the Accreted
Value of the Note or Notes which were delivered for purchase by such Holder and
a statement that such Holder is withdrawing his election to have such Note or
Notes purchased. If at the expiration of the Offer Period the aggregate Accreted
Value 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).
Holders whose Notes are purchased only in part



                                       37
<PAGE>

will be issued new Notes equal in Accreted Value to the unpurchased portion of
the Notes surrendered.

         (d) The Company will comply, to the extent applicable, with the
requirements of Section 14(e) of the Exchange Act and any other securities laws
or regulations in connection with the repurchase of Notes pursuant to this
Section 4.10. To the extent that the provisions of any securities laws or
regulations conflict with provisions of this Section 4.10, the Company will
comply with the applicable securities laws and regulations and will not be
deemed to have breached its obligations under this Indenture by virtue thereof.

         SECTION 4.11. Limitation on Affiliate Transactions. (a) The Company
will not, and will not permit any of its Restricted Subsidiaries to, directly or
indirectly, enter into or conduct any transaction (including the purchase, sale,
lease or exchange of any property or the rendering of any service) with any
Affiliate of the Company other than a Wholly-Owned Subsidiary (an "AFFILIATE
TRANSACTION") unless: (i) the terms of such Affiliate Transaction are no less
favorable to the Company or such Restricted Subsidiary, as the case may be, than
those that could be obtained at the time of such transaction in arm's-length
dealings with a Person who is not such an Affiliate; (ii) in the event such
Affiliate Transaction involves an aggregate amount in excess of $5 million, the
terms of such transaction have been approved by a majority of the members of the
Board of Directors and by a majority of the disinterested members of such Board
of Directors, if any (and such majority or majorities, as the case may be,
determines that such Affiliate Transaction satisfies the criteria in clause (i)
above); and (iii) in the event such Affiliate Transaction involves an aggregate
amount in excess of $15 million, the Company has received a written opinion from
an independent investment banking firm of nationally recognized standing that
such Affiliate Transaction is fair to the Company or such Restricted Subsidiary,
as the case may be, from a financial point of view.

         (b) The provisions of Section 4.11(a) shall not prohibit (i) any
Restricted Payment permitted to be made pursuant to Section 4.08, (ii) any
issuance of securities, or other payments, awards or grants in cash, securities
or otherwise pursuant to, or the funding of, employment arrangements, stock
options and stock ownership plans approved by the Board of Directors, (iii)
loans or advances to employees in the ordinary course of business of the Company
or any of its Restricted Subsidiaries, (iv) any transaction between Wholly-Owned
Subsidiaries, (v) indemnification agreements with, and the payment of fees and
indemnities to, directors, officers and employees of the Company and its
Restricted Subsidiaries, in each case in the ordinary course of business, (vi)
transactions pursuant to agreements as in existence on the Closing Date, (vii)
any employment, non-competition or confidentiality agreements entered into by
the Company or any of its Restricted Subsidiaries with its employees in the
ordinary course of business, (viii) the issuance of Capital Stock of the Company
(other than Disqualified Stock) and (ix) transactions pursuant to supply or
similar agreements entered into in the ordinary course of business on customary
terms that are not less favorable to the Company than those that would have been
obtained in a comparable transaction with an unrelated Person, as determined in
good faith by senior management of the Company.

         SECTION 4.12. Limitation on Capital Stock of Restricted Subsidiaries.
The Company will not permit any of its Restricted Subsidiaries to issue any
Capital Stock (other than Preferred Stock) to any Person (other than to the
Company or a Wholly-Owned Subsidiary or permit any



                                       38
<PAGE>

Person (other than the Company or a Wholly-Owned Subsidiary) to own any Capital
Stock (other than Preferred Stock) of a Restricted Subsidiary of the Company, if
in either case as a result thereof such Restricted Subsidiary would no longer be
a Restricted Subsidiary of the Company; provided, however, that this Section
4.12 shall not prohibit (x) the Company or any of its Restricted Subsidiaries
from selling, leasing or otherwise disposing of all of the Capital Stock of any
Restricted Subsidiary or (y) the designation of a Restricted Subsidiary as an
Unrestricted Subsidiary in compliance with this Indenture.

         SECTION 4.13. Compliance Certificate. The Company shall deliver to the
Trustee within 120 days after the end of each fiscal year of the Company an
Officers' Certificate stating that in the course of the performance by the
signers of their duties as Officers of the Company they would normally have
knowledge of any Default or Event of Default and whether or not the signers know
of any Default or Event of Default that occurred during such period. If they do,
the certificate shall describe the Default or Event of Default, its status and
what action the Company is taking or proposes to take with respect thereto. The
Company also shall comply with TIA Section 314(a)(4).

         SECTION 4.14. Offer to Repurchase upon Change of Control.

         (a) Upon the occurrence of a Change of Control, each Holder of Notes
will have the right to require the Company to repurchase all or any part (equal
to $1,000 of Accreted Value 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 equal to 101% of the aggregate Accreted Value thereof,
plus accrued and unpaid interest, if any, thereon to the date of repurchase (the
"CHANGE OF CONTROL PAYMENT"). Within 60 days following any Change of Control,
the Company will (or will cause the Trustee to) mail a notice to each Holder
describing the transaction or transactions that constitute the Change of Control
and offering to repurchase Notes on the date specified in such notice, which
date shall be no earlier than 30 days and no later than 60 days from the date
such notice is mailed (the "CHANGE OF CONTROL PAYMENT DATE"), pursuant to the
procedures required by this Indenture and described in such notice. 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 a Change of Control. To the extent that the provisions of any
securities laws or regulations conflict with the provisions of this Indenture
relating to such Change of Control Offer, the Company will comply with the
applicable securities laws and regulations and shall not be deemed to have
breached its obligations described in this Indenture by virtue thereof.

         On the Change of Control Payment Date, the Company will, to the extent
lawful, (i) accept for payment all Notes or portions thereof properly tendered
pursuant to the Change of Control Offer, (ii) 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 (iii) deliver or cause to be delivered to the
Trustee the Notes so accepted together with an Officers' Certificate stating the
aggregate Accreted Value of Notes or portions thereof being purchased by the
Company. The Paying Agent will promptly mail to each Holder of Notes so tendered
the Change of Control Payment for such Notes, and the Trustee will promptly
authenticate and mail (or cause to be transferred by book-entry) to each Holder
a new Note equal in Accreted Value to any



                                       39
<PAGE>

unpurchased portion of the Notes surrendered, if any; provided that each such
new Note will have an Accreted Value of $1,000 or an integral multiple thereof.
The Company will publicly announce the results of the Change of Control Offer on
or as soon as practicable after the Change of Control Payment Date.

         (b) Notwithstanding anything to the contrary in this Section 4.14, the
Company will not be required to make a Change of Control Offer upon a Change of
Control if a third party makes the Change of Control Offer in the manner, at the
times and otherwise in compliance with the requirements set forth in this
Indenture 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 4.15. Limitation on Liens. The Company will not, and will not
cause or permit any of its Restricted Subsidiaries to, directly or indirectly,
create, incur or assume or permit or suffer to exist any Lien securing
Indebtedness on any asset now owned or hereafter acquired, or any income or
profits therefrom, of any nature whatsoever against any asset of the Company or
any Restricted Subsidiary (including Capital Stock of a Restricted Subsidiary),
whether owned at the Closing Date or thereafter acquired, or any proceeds
therefrom, or assign or otherwise convey any right to receive income or profits
therefrom, except for Permitted Liens, unless contemporaneously therewith: (i)
in the case of any Lien securing Subordinated Indebtedness, effective provision
is made to secure the Notes with a Lien on the same collateral that is prior to
the Lien securing such Subordinated Indebtedness and (ii) in all other cases the
Notes are secured on an equal and ratable basis.

         SECTION 4.16. Further Instruments and Acts. Upon request of the
Trustee, the Company will execute and deliver such further instruments and do
such further acts as may be reasonably necessary or proper to carry out more
effectively the purpose of this Indenture.

                                    ARTICLE 5
                     CONSOLIDATION, MERGER OR SALE OF ASSETS

         SECTION 5.01. Consolidation, Merger or Sale of Assets. (a) The Company
shall not consolidate with, merge with or into, or sell, convey, transfer, or
otherwise dispose of all or substantially all of its property and assets (as an
entirety or substantially an entirety in one transaction or a series of related
transactions) to, any Person nor permit any Person to merge with or into the
Company unless:

                  (i) the Company shall be the continuing Person, or the Person
(if other than the Company) formed by such consolidation or into which the
Company is merged or that acquired such property and assets of the Company shall
be a corporation organized and validly existing under the laws of the United
States of America or any jurisdiction thereof and shall expressly assume, by a
supplemental indenture, executed and delivered to the Trustee, all of the
obligations of the Company on all of the Notes and under the Indenture;

                  (ii) immediately after giving effect to such transaction (and
treating any Indebtedness which becomes an obligation of the continuing Person
or any Subsidiary of the continuing Person as a result of such transaction as
having been Incurred by the continuing


                                       40
<PAGE>

Person or such Restricted Subsidiary at the time of such transaction), no
Default or Event of Default shall have occurred and be continuing;

                  (iii) immediately after giving effect to such transaction, the
continuing Person would be able to incur an additional $1.00 of Indebtedness
pursuant to Section 4.07(a); and

                  (iv) the Company delivers to the Trustee an Officers'
Certificate and opinion of counsel, in each case stating that such
consolidation, merger or transfer and such supplemental indenture complies with
this Article 5 and the terms of the Indenture.

         (b) Notwithstanding the foregoing, in no event shall any (i)
consolidation or merger by the Company with or into or (ii) sale, assignment,
transfer, conveyance or other disposition by the Company of all or substantially
all of its property or assets to, one or more Subsidiaries of the Company
relieve the Company from any of its obligations under the Indenture and the
Notes.

         (c) The Company shall not lease all or substantially all of its
property and assets (as an entirety or substantially an entirety in one
transaction or a series of related transactions) to, any Person other than to a
Wholly-Owned Subsidiary.

         (d) No failure to comply with the provisions of this Section 5.01 shall
be actionable by the Trustee or any Holders until such time as such failure
constitutes an Event of Default under Section 6.01.

         SECTION 5.02. Opinion of Counsel to Trustee. The Trustee, subject to
the provisions of Sections 7.01 and 7.02, may receive an Opinion of Counsel as
conclusive evidence that any such consolidation, merger, conveyance, sale,
transfer, lease, exchange or other disposition referred to in Section 5.01
complies with the applicable provisions of this Indenture.

                                    ARTICLE 6
                                    REMEDIES

         SECTION 6.01. Events of Default.

         (a) An "EVENT OF DEFAULT" occurs if:

                  (i) the Company defaults in the payment of Accreted Value of
the Notes when the same becomes due and payable, whether at their Stated
Maturity or otherwise;

                  (ii) the Company fails to comply with Section 4.14; or

                  (iii) the Bank Indebtedness is not paid within any applicable
grace period after final maturity or after maturity is accelerated by the
holders thereof following a default.

         (b) Following the repayment in full of the Bank Indebtedness and the
termination of all commitments to lend under the Credit Agreement, the
occurrence or continuation of any of the following shall also constitute an
"EVENT OF DEFAULT":

                  (i) the Company fails to comply with Section 5.01;



                                       41
<PAGE>

                  (ii) the Company fails to comply with Section 4.07, 4.08,
4.09, 4.10, 4.11, 4.12, 4.13 or 4.15 (in each case other than a failure to
repurchase Notes when required pursuant to Section 4.10, which failure shall
constitute an Event of Default under Section 6.01(a)) and such failure continues
for 30 days after the notice specified below;

                  (iii) the Company fails to comply with any of its agreements
in the Notes or this Indenture (other than those referred to in clause (a)(i),
(ii) or (iii) or (b)(i) or (ii) above) and such failure continues for 60 days
after the notice specified below;

                  (iv) Indebtedness of the Company or any Restricted Subsidiary
is not paid within any applicable grace period after final maturity or is
accelerated by the holders thereof because of a default and the total amount of
such unpaid or accelerated exceeds $20.0 million or its foreign currency
equivalent at the time and, in either case, such default shall not have been
cured, including by way of repayment, or such acceleration rescinded within a 10
day period;

                  (v) the Company or a Significant Subsidiary pursuant to or
within the meaning of any Bankruptcy Law:

                           (A) commences a voluntary case;

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

                           (C) consents to the appointment of a Custodian of it
         or for any substantial part of its property; or

                           (D) makes a general assignment for the benefit of its
         creditors;

                  or takes any comparable action under any foreign laws relating
         to insolvency;

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

                           (A) is for relief against the Company or any
         Significant Subsidiary in an involuntary case;

                           (B) appoints a Custodian of the Company or any
         Significant Subsidiary or for any substantial part of its property; or

                           (C) orders the winding up or liquidation of the
         Company or any Significant Subsidiary;

                  or any similar relief is granted under any foreign laws and
         the order, decree or relief remains unstayed and in effect for 60 days;
         or

                  (vii) any judgment or decree for the payment of money in
excess of $20.0 million or its foreign currency equivalent at the time (to the
extent not covered by insurance) is entered against the Company or any
Significant Subsidiary and such judgment or decree remains



                                       42
<PAGE>

undischarged or unstayed for a period of 60 days after such judgment becomes
final and non-appealable.

         The foregoing will constitute Events of Default whatever the reason for
any such Event of Default and whether it is voluntary or involuntary or is
effected by operation of law or pursuant to any judgment, decree or order of any
court or any order, rule or regulation of any administrative or governmental
body.

         The term "Bankruptcy Law" means Title 11, United States Code, or any
similar Federal or state law for the relief of debtors. The term "Custodian"
means any receiver, trustee, assignee, liquidator, custodian or similar official
under any Bankruptcy Law.

         Notwithstanding the foregoing, a Default under clause (b)(iii) or (iv)
of this Section 6.01 will not constitute an Event of Default until the Trustee
or the Holders of at least 30% in Accreted Value of the outstanding Notes notify
the Company of the Default and the Company does not cure such Default within the
time specified in said clause (b)(iii) or (iv) after receipt of such notice.
Such notice must specify the Default, demand that it be remedied and state that
such notice is a "Notice of Default".

         The Company shall deliver to the Trustee, within 30 days after the
occurrence thereof, written notice in the form of an Officers' Certificate of
any Event of Default under clauses (b)(ii), (iii), (iv), or (vii) of this
Section 6.01.

         SECTION 6.02. Acceleration. If an Event of Default (other than an Event
of Default specified in Section 6.01(b)(v) or (vi)) with respect to the Company
occurs and is continuing, the Trustee by notice to the Company, or the Holders
of at least 30% in outstanding Accreted Value of the Notes by notice to the
Company and the Trustee, may declare the principal of and accrued and unpaid
interest on all the Notes to be due and payable. Upon such a declaration, such
principal and interest shall be immediately due and payable. If an Event of
Default specified in Section 6.01(b)(v) or (vi) with respect to the Company
occurs, the principal of and accrued and unpaid interest on all the Notes shall
ipso facto become and be immediately due and payable without any declaration or
other act on the part of the Trustee or any Noteholders. The Holders of a
majority in Accreted Value of the Notes by notice to the Trustee may rescind an
acceleration and its consequences if the rescission would not conflict with any
judgment or decree and if all existing Events of Default have been cured or
waived except nonpayment of principal or interest that has become due solely
because of acceleration. No such rescission shall affect any subsequent Default
or Event of Default or impair any right consequent thereto.

         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 Accreted Value of or interest on the Notes or to enforce the performance of
any provision of the Notes or this Indenture.

         The Trustee may maintain a proceeding even if it does not possess any
of the Notes or does not produce any of them in the proceeding. A delay or
omission by the Trustee or any Noteholder 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. No remedy is
exclusive of any other remedy. All available remedies are cumulative.



                                       43
<PAGE>

         SECTION 6.04. Waiver of Past Defaults. The Holders of a majority in
Accreted Value of the Notes by notice to the Trustee may waive an existing
Default or Event of Default and its consequences except (a) a Default or Event
of Default in the payment of the Accreted Value of or interest on a Note or (b)
a Default or Event of Default in respect of a provision that under Section
9.02(b) cannot be amended without the consent of each Noteholder affected. When
a Default or Event of Default is waived, it is deemed cured, but no such waiver
shall extend to any subsequent or other Default or Event of Default or impair
any consequent right.

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

         SECTION 6.06. Limitation on Suits. A Holder may not pursue any remedy
with respect to this Indenture or the Notes unless:

         (a) the Holder gives the Trustee written notice of its intent to pursue
a remedy;

         (b) the Holders of at least 30% in aggregate Accreted Value of
Outstanding Notes make a written request to the Trustee to pursue the remedy;

         (c) such Holder or Holders offer the Trustee reasonable security or
indemnity against any loss, liability or expense;

         (d) the Trustee does not comply with the request within 60 days after
receipt thereof and the offer of security or indemnity; and

         (e) during such 60 day period, the Holders of at least a majority in
aggregate Accreted Value of the Outstanding Notes do not give the Trustee a
direction inconsistent with the request.

         SECTION 6.07. Rights of Holders to Receive Payment. Notwithstanding any
other provision of this Indenture, the right of any Holder to receive payment of
Accreted Value and interest, if any, on the Note, on or after the respective due
dates expressed in the Note, or to bring suit for the enforcement of any such
payment on or after such respective dates, shall not be impaired or affected
without the consent of the Holder.

         SECTION 6.08. 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 allowed in any judicial
proceedings relative to the Company (or any other obligor upon the Notes), their
creditors or their 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



                                       44
<PAGE>

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. 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 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 which 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
thereof, or to authorize the Trustee to vote in respect of the claim of any
Holder in any such proceeding.

         SECTION 6.09. Priorities. If the Trustee collects any money pursuant to
this Article, it shall pay out the money in the following order:

         First: to the Trustee, its agents and attorneys for amounts due under
Section 7.07, 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 for amounts due and unpaid on the Notes for Accreted
Value and interest, if any, ratably, without preference or priority of any kind,
according to the amounts due and payable on the Notes for Accreted Value and
interest, if any, respectively; and

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

         The Trustee may fix a record date and payment date for any payment to
Holders pursuant to this Section 6.05 upon five Business Days prior notice to
the Company.

         SECTION 6.10. 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 and expenses, against any party
litigant in the suit, having due regard to the merits and good faith of the
claims or defenses made by the party litigant. This Section does not apply to a
suit by the Trustee, a suit by a Holder pursuant to Section 6.06, or a suit by
Holders of more than 10% in aggregate Accreted Value of the then Outstanding
Notes.

         SECTION 6.11. Restoration of Rights and Remedies. If the Trustee or any
Holder has instituted any proceeding to enforce any right or remedy under this
Indenture or any Note and such proceeding has been discontinued or abandoned for
any reason, or has been determined adversely to the Trustee or to such Holder,
then and in every such case the Company, any other obligor upon the Notes, the
Trustee and the Holders shall, subject to any determination in such



                                       45
<PAGE>

proceeding, be restored severally and respectively to their former positions
hereunder, and thereafter all rights and remedies of the Trustee and the Holders
shall continue as though no such proceeding had been instituted.

         SECTION 6.12. Rights and Remedies Cumulative. No right or remedy herein
conferred upon or reserved to the Trustee or to the Holders is intended to be
exclusive of any other right or remedy, and every right and remedy shall, to the
extent permitted by law, be cumulative and in addition to every other right and
remedy given hereunder or now or hereafter existing at law or in equity or
otherwise. The assertion or employment of any right or remedy hereunder, or
otherwise, shall not prevent the concurrent assertion or employment of any other
appropriate right or remedy.

                                    ARTICLE 7
                                   THE TRUSTEE

         SECTION 7.01. Certain Duties and Responsibilities.

         (a) (i) The Trustee need perform only those duties that are
specifically set forth in this Indenture and no others and no implied covenants
or obligations shall be read into this Indenture against the Trustee; and

                  (ii) in the absence of bad faith on its part, the Trustee may
conclusively rely, as to the truth of the statements and the correctness of the
opinions expressed therein, upon certificates or opinions furnished to the
Trustee and conforming to the requirements of this Indenture. However, the
Trustee shall examine the certificates and opinions to determine whether or not
they conform to the requirements of this Indenture (but need not confirm or
investigate the accuracy of mathematical calculations or other facts stated
therein).

         (b) The Trustee shall exercise such of the rights and powers vested in
it by this Indenture, and use the same degree of care and skill in their
exercise, as a prudent man would exercise or use under the circumstances in the
conduct of his own affairs.

         (c) No provision of this Indenture shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act, or its own willful misconduct, except that (i) this paragraph does not
limit the effect of Section 7.01(a); (ii) the Trustee shall not be liable for
any error of judgment made in good faith by a Trust Officer, unless it is proved
that the Trustee was negligent in ascertaining the pertinent facts; 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.

         (d) The Trustee may refuse to perform any duty or exercise any right or
power or expend or risk its own funds or otherwise incur any financial liability
unless it receives indemnity satisfactory to it against any loss, liability or
expense.

         (e) Whether or not therein expressly so provided, every provision of
this Indenture relating to the conduct or affecting the liability of or
affording protection to the Trustee shall be subject to the provisions of
Sections 7.01 and 7.02 hereof.



                                       46
<PAGE>

         SECTION 7.02. Certain Rights of Trustees. (a) Subject to the provisions
of Section 7.01:

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

                  (ii) any request or direction of the Company mentioned herein
shall be sufficiently evidenced by a Company Request or a Company Order thereof,
and any resolution of any Person's board of directors shall be sufficiently
evidenced if certified by an Officer of such Person as having been duly adopted
and being in full force and effect on the date of such certificate;

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

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

                  (v) the Trustee shall be under no obligation to exercise any
of the rights or powers vested in it by this Indenture at the request or
direction of any of the Holders pursuant to this Indenture, unless such Holders
shall have offered to the Trustee reasonable security or indemnity against any
loss, liability or expense which might be incurred by it in compliance with such
request or direction;

                  (vi) the Trustee shall not be bound to make any investigation
into the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond,
note, other evidence of indebtedness or other paper or document; and

                  (vii) the Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or through
agents or attorneys and the Trustee shall not be responsible for any misconduct
or negligence on the part of any agent or attorney appointed with due care by it
hereunder.

         SECTION 7.03. Not Responsible for Recitals or Issuance of Notes. The
recitals contained herein and in the Notes, except the Trustee's certificates of
authentication, shall be taken as the statements of the Company, and neither the
Trustee nor any Authenticating Agent assumes any responsibility for their
correctness. The Trustee makes no representations as to the validity or
sufficiency of this Indenture or of the Notes, except that the Trustee
represents that it is duly authorized to execute and deliver this Indenture,
authenticate the Notes and perform its obligations hereunder and that the
statements made by it in a Statement of Eligibility and Qualification on Form
T-1 supplied to the Company in connection with the registration of any



                                       47
<PAGE>

Notes issued hereunder are and will be true and accurate subject to the
qualifications set forth therein. Neither the Trustee nor any Authenticating
Agent shall be accountable for the use or application by the Company of the
Notes or the proceeds thereof.

         SECTION 7.04. Trustee's Disclaimer. The Trustee makes no representation
as to the validity or adequacy of this Indenture or the Notes, it shall not be
accountable for the Company's use of the proceeds from the Notes, it shall not
be responsible for any statement in the offering memorandum for the Notes or in
the Indenture or the Notes (other than its certificate of authentication), the
acts of a prior Trustee hereunder, or the determination as to which beneficial
owners are entitled to receive any notices hereunder.

         SECTION 7.05. May Hold Notes. The Trustee, any Authenticating Agent,
any Paying Agent, any Registrar or any other agent of the Company, in its
individual or any other capacity, may become the owner or pledgee of Notes and,
subject to Section 7.08 and Section 7.13, may otherwise deal with the Company or
their Affiliates with the same rights it would have if it were not Trustee,
Authenticating Agent, Paying Agent, Registrar or such other agent.

         SECTION 7.06. Money Held in Trust. Money held by the Trustee in trust
hereunder need not be segregated from other funds except to the extent required
by law. The Trustee shall be under no liability for interest on any money
received by it hereunder except as otherwise agreed with the Company.

         SECTION 7.07. Compensation and Reimbursement. The Company agrees:

         (a) to pay to the Trustee from time to time such compensation as the
Company and the Trustee shall from time to time agree in writing for all
services rendered by it hereunder (which compensation shall not be limited by
any provision of law in regard to the compensation of a trustee of an express
trust);

         (b) to reimburse the Trustee upon its request for all reasonable
expenses, disbursements and advances incurred or made by the Trustee in
accordance with any provision of this Indenture (including the reasonable
compensation and the expenses, advances and disbursements of its agents and
counsel), except any such expense, disbursement or advance as may be
attributable to its negligence or bad faith; and

         (c) to indemnify the Trustee for, and to hold it harmless against, any
loss, damage, claims, liability or expense incurred without negligence or bad
faith on its part, arising out of or in connection with the acceptance or
administration of this trust, including the reasonable costs and expenses of
defending itself against any claim or liability in connection with the exercise
or performance of any of its powers or duties hereunder.

         The Company's payment obligations pursuant to this Section 7.07 shall
survive the discharge of this Indenture.

         SECTION 7.08. Conflicting Interests. If the Trustee has or shall
acquire a conflicting interest within the meaning of the TIA, the Trustee shall
either eliminate such conflicting interest, apply to the SEC for permission to
continue as Trustee with such conflicting interest, or resign, to the extent and
in the manner provided by, and subject to the provisions of, the TIA and



                                       48
<PAGE>

this Indenture. To the extent permitted by such Act, the Trustee shall not be
deemed to have a conflicting interest by virtue of being a trustee under this
Indenture with respect to Notes, or a trustee under any other indenture between
the Company and the Trustee.

         SECTION 7.09. Corporate Trustee Required; Eligibility. There shall at
all times be one (and only one) Trustee hereunder. The Trustee shall be a Person
that is eligible pursuant to the TIA to act as such and has a combined capital
and surplus of at least $100,000,000. If any such Person publishes reports of
condition at least annually, pursuant to law or to the requirements of its
supervising or examining authority, then for the purposes of this Section 7.09
and to the extent permitted by the TIA, the combined capital and surplus of such
Person shall be deemed to be its combined capital and surplus as set forth in
its most recent report of condition so published. If at any time the Trustee
shall cease to be eligible in accordance with the provisions of this Section
7.09, it shall resign immediately in the manner and with the effect hereinafter
specified in this Article.

         SECTION 7.10. Resignation and Removal; Appointment of Successor. (a) No
resignation or removal of the Trustee and no appointment of a successor Trustee
pursuant to this Article shall become effective until the acceptance of
appointment by the successor Trustee in accordance with the applicable
requirements of Section 7.11.

         (b) The Trustee may resign at any time by giving written notice thereof
to the Company. If the instrument of acceptance by a successor Trustee required
by Section 7.11 shall not have been delivered to the Trustee within 30 days
after the giving of such notice of resignation, the resigning Trustee may
petition any court of competent jurisdiction for the appointment of a successor
Trustee.

         (c) The Trustee may be removed at any time by Act of the Holders of a
majority in Accreted Value of the Outstanding Notes, delivered to the Trustee
and to the Company.

         If at any time:

                  (i) the Trustee shall fail to comply with Section 7.08 after
written request therefor by the Company or by any Holder who has been a bona
fide Holder for at least six months, or

                  (ii) the Trustee shall cease to be eligible under Section 7.09
and shall fail to resign after written request therefor by the Company or by any
such Holder, or

                  (iii) the Trustee shall become incapable of acting or shall be
adjudged bankrupt or insolvent or a receiver of the Trustee or of its property
shall be appointed or any public officer shall take charge or control of the
Trustee or of its property or affairs for the purpose of rehabilitation,
conservation or liquidation, then, in any such case, (A) the Company may remove
the Trustee, or (B) subject to Section 6.06, any Holder who has been a bona fide
Holder for at least six months may, on behalf of itself and all others similarly
situated, petition any court of competent jurisdiction for the removal of the
Trustee and the appointment of a successor Trustee or Trustees.



                                       49
<PAGE>

         (d) If the Trustee shall resign, be removed or become incapable of
acting, or if a vacancy shall occur in the office of Trustee for any cause, the
Company shall promptly appoint a successor Trustee and shall comply with the
applicable requirements of Section 7.11. If, within one year after such
resignation, removal or incapability, or the occurrence of such vacancy, a
successor Trustee shall be appointed by Act of the Holders of a majority in
Accreted Value of the Outstanding Notes delivered to the Company and the
retiring Trustee, the successor Trustee so appointed shall, forthwith upon its
acceptance of such appointment in accordance with the applicable requirements of
Section 7.11, become the successor Trustee and to that extent supersede the
successor Trustee appointed by the Company. If no successor Trustee shall have
been so appointed by the Company or the Holders and accepted appointment in the
manner required by Section 7.11, then, subject to Section 6.06, any Holder who
has been a bona fide Holder for at least six months may, on behalf of itself and
all others similarly situated, petition any court of competent jurisdiction for
the appointment of a successor Trustee.

         (e) The Company shall give notice of each resignation and each removal
of the Trustee and each appointment of a successor Trustee to all Holders in the
manner provided in Section 1.10. Each notice shall include the name of the
successor Trustee and the address of its Corporate Trust Office.

         SECTION 7.11. Acceptance of Appointment by Successor. (a) In case of
the appointment hereunder of a successor Trustee, every such successor Trustee
so appointed shall execute, acknowledge and deliver to the Company and to the
retiring Trustee an instrument accepting such appointment, and thereupon the
resignation or removal of the retiring Trustee shall become effective and such
successor Trustee, without any further act, deed or conveyance, shall become
vested with all the rights, powers, trusts and duties of the retiring Trustee;
but, on the request of the Company or the successor Trustee, such retiring
Trustee shall, upon payment of its charges, execute and deliver an instrument
transferring to such successor Trustee all the rights, powers and trusts of the
retiring Trustee and shall duly assign, transfer and deliver to such successor
Trustee all property and money held by such retiring Trustee hereunder.

         (b) Upon request of any such successor Trustee, the Company shall
execute any and all instruments for more fully and certainly vesting in and
confirming to such successor Trustee all such rights, powers and trusts referred
to above.

         (c) No successor Trustee shall accept its appointment unless at the
time of such acceptance such successor Trustee shall be qualified and eligible
under this Article 7.

         SECTION 7.12. Merger, Conversion, Consolidation or Succession to
Business. Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all the corporate trust business
of the Trustee, shall be the successor of the Trustee hereunder, provided such
corporation shall be otherwise qualified and eligible under this Article 7,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto. In case any Notes shall have been authenticated, but
not delivered, by the Trustee then in office, any successor by merger,
conversion or consolidation to such authenticating Trustee may adopt such


                                       50
<PAGE>

authentication and deliver the Notes so authenticated with the same effect as if
such successor Trustee had itself authenticated such Notes.

         SECTION 7.13. Preferential Collection of Claims Against the Company. If
and when the Trustee shall be or become a creditor of the Company (or any other
obligor upon the Notes), the Trustee shall be subject to the provisions of the
TIA regarding the collection of claims against the Company (or any such other
obligor).

         SECTION 7.14. Appointment of Authenticating Agent. The Trustee may
appoint an Authenticating Agent acceptable to the Company to authenticate the
Notes. Any such appointment shall be evidenced by an instrument in writing
signed by a Trust Officer, a copy of which instrument shall be promptly
furnished to the Company. Unless limited by the terms of such appointment, an
Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each
reference in this Indenture to authentication (or execution of a certificate of
authentication) by the Trustee includes authentication (or execution of a
certificate of authentication) by such Authenticating Agent. An Authenticating
Agent has the same rights as any Registrar, Paying Agent or agent for service of
notices and demands.

                                    ARTICLE 8
              HOLDERS' LIST AND REPORTS BY TRUSTEE AND THE COMPANY

         SECTION 8.01. The Company to Furnish Trustee Names and Addresses of
Holders. The Company will furnish or cause to be furnished to the Trustee:

         (a) semi-annually, not more than 15 days after each Interest Accrual
Date, a list, in such form as the Trustee may reasonably require, of the names
and addresses of the Holders as of such Interest Accrual Date, and

         (b) at such other times as the Trustee may request in writing, within
30 days after the receipt by the Company of any such request, a list of similar
form and content as of a date not more than 15 days prior to the time such list
is furnished;

provided, however, that if and so long as the Trustee shall be the Registrar, no
such list need be furnished pursuant to this Section 8.01.

         SECTION 8.02. Preservation of Information; Communications to Holders.
(a) The Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of Holders contained in the most recent
list, if any, furnished to the Trustee as provided in Section 8.01 and the names
and addresses of Holders received by the Trustee in its capacity as Registrar;
provided, however, that if and so long as the Trustee shall be the Registrar,
the Register shall satisfy the requirements relating to such list. None of the
Company, the Trustee or any other Person shall be under any responsibility with
regard to the accuracy of such list. The Trustee may destroy any list furnished
to it as provided in Section 8.01 upon receipt of a new list so furnished.

         (b) The rights of Holders to communicate with other Holders with
respect to their rights under this Indenture or under the Notes, and the
corresponding rights and privileges of the Trustee, shall be as provided by the
TIA.



                                       51
<PAGE>

         (c) Every Holder, by receiving and holding the same, agrees with the
Company and the Trustee that neither the Company nor the Trustee nor any agent
of either of them shall be held accountable by reason of any disclosure of
information as to names and addresses of Holders made pursuant to the TIA.

         SECTION 8.03. Reports by Trustee. The Trustee shall transmit to Holders
such reports concerning the Trustee and its actions under this Indenture as may
be required pursuant to the TIA at the times and in the manner provided pursuant
thereto. A copy of each such report shall, at the time of such transmission to
Holders, be filed by the Trustee with each stock exchange upon which any Notes
are listed, with the SEC and with the Company. The Company will notify the
Trustee when any Notes are listed on any stock exchange and of any delisting
thereof.

                                   ARTICLE 9
                         AMENDMENT, SUPPLEMENT OR WAIVER

         SECTION 9.01. Without Consent of the Holders. Without the consent of
any Holder, the Company and the Trustee may enter into one or more indentures
supplemental hereto, for any of the following purposes:

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

         (b) to provide for the assumption by a successor of the obligations of
the Company under this Indenture,

         (c) to provide for uncertificated Notes in addition to or in place of
certificated Notes; provided that the uncertified Notes are issued in registered
form for purposes of Section 163(f) of the Code, or in a manner such that the
uncertificated Notes are described in Section 163(f)(2)(B) of the Code,

         (d) to add guarantees with respect to the Notes, to secure the Notes,
to confirm and evidence the release, termination or discharge of any guarantee
or Lien with respect to or securing the Notes when such release, termination or
discharge is provided for under this Indenture,

         (e) to add to the covenants of the Company for the benefit of the
Holders or to surrender any right or power conferred upon the Company,

         (f) to make any change that does not adversely affect the rights of any
Holder under the Notes or this Indenture, or

         (g) to comply with any requirement of the SEC in connection with the
qualification of this Indenture under the TIA or otherwise.

         SECTION 9.02. With Consent of Holders. (a) Subject to Section 6.07, the
Company and the Trustee may amend or supplement this Indenture or the Notes with
the written consent of the Holders of not less than a majority in aggregate
Accreted Value of the Outstanding Notes (including consents obtained in
connection with a tender offer or exchange offer for Notes), and compliance with
any provisions may also be waived with the written consent of the Holders of



                                       52
<PAGE>

not less than a majority in aggregate Accreted Value of the Outstanding Notes
(including consents obtained in connection with a tender offer or exchange offer
for Notes).

         (b) Notwithstanding the provisions of this Section 9.02, without the
consent of each Holder affected thereby, an amendment or waiver may not (with
respect to any Notes held by a non-consenting Holder):

                  (i) reduce the amount of Notes whose holders must consent to
an amendment,

                  (ii) reduce the rate of or extend the time for payment of
interest on any Note,

                  (iii) reduce the Accreted Value or extend the Stated Maturity
of any Note,

                  (iv) reduce the amount payable upon the redemption of any Note
or change the time at which any Note may be redeemed,

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

                  (vi) impair the right of any Holder of the Notes to receive
payment of the Accreted Value of and interest, if any, on such Holder's Notes,
on or after the due dates therefor or to institute suit for the enforcement of
any payment on or with respect to such holder's Notes, or

                  (vii) make any change in the amendment provisions which
require each holder's consent or in the waiver provisions.

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

         (d) After an amendment, supplement or waiver under this Section 9.02
becomes effective, the Company shall mail to the Holders of each Note affected
thereby, with a copy to the Trustee, 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 supplemental indenture or the effectiveness of any such amendment,
supplement or waiver.

         SECTION 9.03. Execution of Amendments, Supplements or Waivers. The
Trustee shall sign any amendment, supplement or waiver authorized pursuant to
this Article 9 if the amendment, supplement or waiver does not adversely affect
the rights, duties, liabilities or immunities of the Trustee. If it does, the
Trustee may, but need not, sign it. In signing or refusing to sign such
amendment, supplement or waiver, the Trustee shall be entitled to receive, and
shall be fully protected in relying upon, an Officer's Certificate and an
Opinion of Counsel to the effect that the execution of such amendment,
supplement or waiver has been duly authorized, executed and delivered by the
Company and that, subject to applicable bankruptcy, insolvency, fraudulent
transfer, fraudulent conveyance, reorganization, moratorium and other laws now
or hereinafter in effect affecting creditors' rights or remedies generally and
the general principles of equity (including, without limitation, standards of
materiality, good faith, fair




                                       53
<PAGE>

dealing and reasonableness), whether considered in a proceeding at law or at
equity, such amendment, supplement or waiver is a valid and binding agreement of
the Company, enforceable against it in accordance with its terms.

         SECTION 9.04. Revocation and Effect of Consents. (a) Until an
amendment, supplement or waiver becomes effective, a consent to it by a Holder
is a continuing consent by the Holder and every subsequent Holder of that Note
or any Note that evidences all or any part of the same debt as the consenting
Holder's Note, even if notation of the consent is not made on any Note. Subject
to the following paragraph of this Section 9.04, any such Holder or subsequent
Holder may revoke the consent as to such Holder's Note by notice to the Trustee
or the Company received by the Trustee or the Company, as the case may be,
before the date on which the Trustee receives an Officer's Certificate
certifying that the Holders of the requisite Accreted Value of Notes have
consented (and not theretofore revoked such consent) to the amendment,
supplement or waiver. The Company may, but shall not be obligated to, fix a
record date for the purpose of determining the Holders entitled to consent to
any amendment, supplement or waiver as set forth in Section 1.08.

         (b) After an amendment, supplement or waiver becomes effective, it
shall bind every Holder, unless it makes a change described in any of clauses
(i) through (vii) of Section 9.02(b). In that case, the amendment, supplement or
waiver shall bind each Holder of a Note who has consented to it and every
subsequent Holder of such Note or any Note that evidences all or any part of the
same debt as the consenting Holder's Note.

         SECTION 9.05. Conformity with TIA. Every amendment or supplemental
indenture executed pursuant to this Article shall conform to the requirements of
the TIA as then in effect.

         SECTION 9.06. Notation on or Exchange of Notes. If an amendment,
supplement or waiver changes the terms of a Note, the Trustee shall (if required
by the Company and in accordance with the specific direction of the Company)
request the Holder to deliver its Note to the Trustee. The Trustee shall (if
required by the Company and in accordance with the specific direction of the
Company) place an appropriate notation on the Note about the changed terms and
return it to the Holder. Alternatively, if the Company or the Trustee so
determines, the Company in exchange for the Note shall issue and the Trustee
shall authenticate a new Note that reflects the changed terms. Failure to make
the appropriate notation or issue a new Note shall not affect the validity and
effect of such amendment, supplement or waiver.

                                   ARTICLE 10
                               REDEMPTION OF NOTES

         SECTION 10.01. Right of Redemption. The Notes will be redeemable, at
the option of the Company, in whole but not in part, on and prior to maturity.
Such redemption may be made upon notice mailed by first-class mail to each
Holder's registered address in accordance with Section 10.03. The Notes will be
so redeemable at the following Redemption Prices:

         (a) if redeemed prior to April 30, 2004, at a redemption price equal to
the sum of the present value of the Accreted Value at Stated Maturity of the
Notes discounted to the Redemption Date, on a semi-annual basis, at the Treasury
Yield plus 150 basis points; and



                                       54
<PAGE>

         (b) if redeemed during the 12-month period commencing May 1 of each of
the years set forth below, at the following amounts (expressed as a percentage
of the Accreted Value thereof on May 1 of the relevant year), plus accrued but
unpaid interest thereon to the Redemption Date (including the accrual of
interest in respect of any partial period subsequent to the most recent Interest
Accrual Date through the Redemption Date):

<Table>
<Caption>

                  YEAR                          REDEMPTION PRICE
                  ----                          ----------------
<S>                                             <C>
                  2004                               107.0000%
                  2005                               104.6667%
                  2006                               102.3333%
</Table>

         "COMPARABLE TREASURY ISSUE" means the United States Treasury security
selected by the Independent Investment Banker as having a Stated Maturity
comparable to the remaining term of the Notes to be redeemed that would be
utilized, at the time of selection and in accordance with customary financial
practice, in pricing new issues of corporate debt securities of comparable
maturity to the remaining term of such Notes.

         "COMPARABLE TREASURY PRICE" means, with respect to any Redemption Date,
(i) the average of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) on the third
Business Day preceding such Redemption Date, as set forth in the daily
statistical release (or any successor release) published by the Federal Reserve
Bank of New York and designated "Composite 3:30 p.m. Quotations for U.S.
Government Securities" or (ii) if such release (or any successor release) is not
published or does not contain such prices on such Business Day, (A) the average
of the Reference Treasury Dealer Quotations for such Redemption Date, after
excluding the highest and lowest such Reference Treasury Dealer Quotations, or
(B) if the Independent Investment Banker obtains fewer than four such Reference
Treasury Dealer Quotations, the average of all such Quotations.

         "INDEPENDENT INVESTMENT BANKER" means an independent investment banking
institution of international standing appointed by the Company.

         "REFERENCE TREASURY DEALER" means any primary U.S. Government
securities dealer in New York City selected by the Independent Investment Banker
after consultation with the Company.

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

         "TREASURY YIELD" means, with respect to any Redemption Date, the annual
rate equal to the semiannual equivalent yield to maturity of the Comparable
Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as
a percentage of its principal amount) equal to the Comparable Treasury Price for
the Redemption Date.



                                       55
<PAGE>

         SECTION 10.02. Applicability of Article. Redemption of Notes as
permitted by Section 10.01 shall be made in accordance with this Article 10.

         SECTION 10.03. Notice of Redemption. (a) Notice of redemption or
purchase as provided in Section 10.01 shall be deemed to have been given upon
the mailing by first class mail, postage prepaid, of such notice to each Holder
of Notes to be redeemed, at its registered address as recorded in the Register,
not later than 30 nor more than 60 days prior to the Redemption Date.

         Any such notice shall state:

                  (i) the expected Redemption Date,

                  (ii) the Redemption Price,

                  (iii) that on the Redemption Date the Redemption Price will
become due and payable upon each such Note, and that, unless the Company
defaults in making such redemption payment or any Paying Agent is prohibited
from making such payment pursuant to the terms of this Indenture, interest
thereon shall cease to accrue from and after said date,

                  (iv) the place where such Notes are to be surrendered for
payment of the Redemption Price and the name and address of the Paying Agent or
Paying Agents,

                  (v) the section of this Indenture pursuant to which the Notes
are to be redeemed.

         (b) Notice of such redemption or purchase of Notes to be so redeemed or
purchased at the election of the Company shall be given by the Company or, at
the written request of the Company delivered at least 30 days prior to the date
proposed for the mailing of such notice, by the Trustee in the name and at the
expense of the Company.

         (c) The notice if mailed in the manner herein provided shall be
conclusively presumed to have been given, whether or not the Holder receives
such notice. In any case, failure to give such notice by mail or any defect in
the notice to the Holder of any Note designated for redemption as a whole shall
not affect the validity of the proceedings for the redemption of any other Note.

         SECTION 10.04. Deposit of Redemption Price. On or prior to 10:00 a.m.,
New York City time any Redemption Date, the Company shall deposit with the
Trustee or with a Paying Agent (or, if the Company is acting as its own Paying
Agent, the Company shall segregate and hold in trust) an amount of money
sufficient to pay the Redemption Price of, and any accrued and unpaid interest
on, all the Notes or portions thereof which are to be redeemed on that date.

         SECTION 10.05. Notes Payable on Redemption Date. (a) Notice of
redemption having been given as provided in this Article 10, the Notes so to be
redeemed shall, on the Redemption Date, become due and payable at the Redemption
Price herein specified and from and after such date (unless the Company shall
default in the payment of the Redemption Price or any Paying Agent is prohibited
from paying the Redemption Price pursuant to the terms of this Indenture)



                                       56
<PAGE>

such Notes shall cease to bear interest. Upon surrender of such Notes for
redemption in accordance with such notice, such Notes shall be paid by the
Company at the Redemption Price.

         (b) On and after any Redemption Date, if money sufficient to pay the
Redemption Price of and any accrued and unpaid interest on Notes called for
redemption shall have been made available in accordance with Section 10.04, the
Notes called for redemption will cease to accrue interest and the only right of
the Holders of such Notes will be to receive payment of the Redemption Price of,
and subject to the last sentence of Section 10.05(a), any accrued and unpaid
interest on such Notes to the Redemption Date. If any Note called for redemption
shall not be so paid upon surrender thereof for redemption, the Accreted Value
shall, until paid, bear interest or accrete from the Redemption Date at the rate
borne by the Note (or portion thereof).

                                   ARTICLE 11
                           SATISFACTION AND DISCHARGE

         SECTION 11.01. Discharge of Liability on Notes; Defeasance. (a) When
(i) the Company delivers to the Trustee all outstanding Notes (other than Notes
replaced pursuant to Section 3.05) for cancellation or (ii) all outstanding
Notes have become due and payable, whether at Stated Maturity or as a result of
the mailing of a notice of redemption pursuant to Article 10 hereof and the
Company irrevocably deposits with the Trustee funds sufficient to pay at
maturity or upon redemption all outstanding Notes (other than Notes replaced
pursuant to Section 3.05), including interest thereon to maturity or such
Redemption Date, and if in either case the Company pays all other sums payable
hereunder by the Company, then this Indenture shall, subject to Section
11.01(c), cease to be of further effect. The Trustee shall acknowledge
satisfaction and discharge of this Indenture on demand of the Company
(accompanied by an Officers' Certificate and an Opinion of Counsel stating that
all conditions precedent specified herein relating to the satisfaction and
discharge of this Indenture have been complied with) and at the cost and expense
of the Company.

         (b) Subject to Sections 11.01(c) and 11.02, the Company at any time may
terminate (i) all its obligations under the Notes and this Indenture ("LEGAL
DEFEASANCE OPTION") or (ii) its obligations under Sections 4.02, 4.03, 4.04,
4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15, 5.01(a)(ii)
and 5.01(a)(iii) and the operation of Sections 6.01(a)(iii), 6.01(b)(ii),
6.01(b)(iii), 6.01(b)(iv), 6.01(v) (but only with respect to a Significant
Subsidiary), 6.01(b)(vi) (but only with respect to a Significant Subsidiary) and
6.01(vii) ("COVENANT DEFEASANCE OPTION"). The Company may exercise its legal
defeasance option notwithstanding its prior exercise of its covenant defeasance
option.

         If the Company exercises its legal defeasance option, payment of the
Notes may not be accelerated because of an Event of Default. If the Company
exercises its covenant defeasance option, payment of the Notes may not be
accelerated because of an Event of Default specified in Sections 6.01(a)(iii),
6.01(b)(ii), 6.01(b)(iii), 6.01(b)(iv), 6.01(v) (but only with respect to a
Significant Subsidiary), 6.01(b)(vi) (but only with respect to a Significant
Subsidiary) and 6.01(vii).



                                       57
<PAGE>

         Upon satisfaction of the conditions set forth herein and upon request
of the Company, the Trustee shall acknowledge in writing the discharge of those
obligations that the Company terminates.

         (c) Notwithstanding the provisions of Sections 11.01(a) and (b), the
Company's obligations in Sections 1.06, 2.03, 3.03, 3.04, 3.05, 4.01, 8.01,
7.07, 7.10, 7.11, 11.04, 11.05 and 11.06 shall survive until the Notes have been
paid in full. Thereafter, the Company's obligations in Sections 7.07, 11.04 and
11.05 shall survive.

         SECTION 11.02. Conditions to Defeasance. The Company may exercise its
legal defeasance option or its covenant defeasance option only if:

                  (i) the Company irrevocably deposits in trust with the Trustee
money or U.S. Government Obligations for the payment of Accreted Value, together
with and interest on the Notes to Stated Maturity or redemption, as the case may
be;

                  (ii) the Company delivers to the Trustee a certificate from a
nationally recognized firm of independent accountants expressing their opinion
that the payments of principal and interest when due and without reinvestment on
the deposited U.S. Government Obligations plus any deposited money without
investment will provide cash at such times and in such amounts as will be
sufficient to pay principal and interest when due on all the Notes to their
Stated Maturity or redemption, as the case may be;

                  (iii) the Company shall have delivered to the Trustee an
Opinion of Counsel, subject to certain customary qualifications, to the effect
that (i) the funds so deposited will not be subject to any rights of any other
holders of Indebtedness of the Company, and (ii) the funds so deposited will not
be subject to avoidance under applicable Bankruptcy Law;

                  (iv) the deposit does not constitute a default under any other
agreement binding on the Company;

                  (v) the Company delivers to the Trustee an Opinion of Counsel
to the effect that the trust resulting from the deposit does not constitute, or
is qualified as, a regulated investment company under the Investment Company Act
of 1940;

                  (vi) in the case of the legal defeasance option, the Company
shall have delivered to the Trustee an Opinion of Counsel stating that (i) the
Company has received from, or there has been published by, the Internal Revenue
Service a ruling, or (ii) since the date of this Indenture there has been a
change in the applicable Federal income tax law, in either case to the effect
that, and based thereon such Opinion of Counsel shall confirm that, the
Noteholders will not recognize income, gain or loss for Federal income tax
purposes as a result of such 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;

                  (vii) in the case of the covenant defeasance option, the
Company shall have delivered to the Trustee an Opinion of Counsel to the effect
that the Noteholders 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



                                       58
<PAGE>


and at the same times as would have been the case if such covenant defeasance
had not occurred; and

                  (viii) the Company delivers to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all conditions
precedent to the defeasance and discharge of the Notes and this Indenture as
contemplated by this Article 11 have been complied with.

         Before or after a deposit, the Company may make arrangements
satisfactory to the Trustee for the redemption of Notes at a future date in
accordance with Article 10.

         SECTION 11.03. Application of Trust Money. The Trustee shall hold in
trust money or U.S. Government Obligations deposited with it pursuant to this
Article 11. It shall apply the deposited money and the money from U.S.
Government Obligations through the Paying Agent and in accordance with this
Indenture to the payment of Accreted Value and accrued but unpaid interest on
the Notes.

         SECTION 11.04. Repayment to Company. The Trustee and the Paying Agent
shall promptly turn over to the Company upon request any excess money or
securities held by them upon payment of all the obligations under this
Indenture.

         Subject to any applicable abandoned property law, the Trustee and the
Paying Agent shall pay to the Company upon request any money held by them for
the payment of Accreted Value or interest on the notes that remains unclaimed
for two years, and, thereafter, Noteholders entitled to the money must look to
the Company for payment as general creditors.

         SECTION 11.05. Indemnity for U.S. Government Obligations. The Company
shall pay and shall indemnify the Trustee against any tax, fee or other charge
imposed on or assessed against deposited U.S. Government Obligations or the
principal and interest received on such U.S. Government Obligations.

         SECTION 11.06. Reinstatement. If the Trustee or Paying Agent is unable
to apply any money or U.S. Government Obligations in accordance with this
Article 11 by reason of any legal proceeding or by reason of any order or
judgment of any court or governmental authority enjoining, restraining or
otherwise prohibiting such application, the obligations of the Company under
this Indenture and the Notes shall be revived and reinstated as though no
deposit had occurred pursuant to this Article 11 until such time as the Trustee
or Paying Agent is permitted to apply all such money or U.S. Government
Obligations in accordance with this Article 11; provided, however, that, if the
Company has made any payment of Accreted Value of or interest on any Notes
because of the reinstatement of its obligations, the Company shall be subrogated
to the rights of the Holders of such Notes to receive such payment from the
money or U.S. Government Obligations held by the Trustee or Paying Agent.




                                       59
<PAGE>




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

                                             VIASYSTEMS, INC., as Issuer



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



                                             [TRUSTEE], as Trustee



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



                                       60

<PAGE>




                                                          EXHIBIT A TO INDENTURE



                                VIASYSTEMS, INC.

                            14% Senior Note due 2007

No                                                        Initial Accreted Value
   ----                                                              $
                                                                      ----------

         VIASYSTEMS, INC., a Delaware corporation (the "Company"), which term
includes any successor Persons under the Indenture (hereinafter referred to),
for value received, promises to pay to __________, or its registered assigns,
the Accreted Value (as defined below) of this Note on May 1, 2007.

         "ACCRETED VALUE" means with respect to this Note, as of any date of
determination, the sum of: (a) the Accreted Value of such Note on the
immediately preceding Interest Accrual Date (in the event such date of
determination falls before the first Interest Accrual Date, the "Initial
Accreted Value" specified on the face hereof) plus (b) in the case of any
determination date other than an Interest Accrual Date, an amount determined by
multiplying (i) the amount referred to in clause (a) by (ii) 14% by (iii) the
number of days in the period from and including the preceding Interest Accrual
Date to such date of determination divided by 360.

         Interest will accrue, in the case of the first Interest Accrual Date,
on the Initial Accreted Value specified on the face hereof, and on each
subsequent Interest Accrual Date, on the Accreted Value of this Note as of the
immediately preceding Interest Accrual Date, at a rate of 14% per annum. On each
Interest Accrual Date, such accrued interest shall accrete and be added to the
then Accreted Value of the Notes and shall thereafter bear interest in
accordance with the terms hereof. Interest will be computed on the basis of a
360-day year of twelve 30-day months.

         The "INTEREST ACCRUAL DATES" shall be May 1 and November 1 of each
year, commencing November 1, 2001.

         Reference is hereby made to the further provisions of this Note set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

         IN WITNESS WHEREOF, the Company has caused this Note to be signed
manually or by facsimile by its duly authorized officers.

Date:  July 19, 2001

                                                     VIASYSTEMS, INC.



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



<PAGE>



                                VIASYSTEMS, INC.

                            14% Senior Note due 2007

         This Note is one of a duly authorized issue of Notes of the Company
consisting of other 14% Senior Notes due 2007 of the Company issued on July 19,
2001 and any replacement Notes issued in exchange for, or in lieu of, the
foregoing in accordance with the Indenture. The Notes are limited in aggregate
amount to an Initial Accreted Value of $100,000,000. All of such Notes shall be
treated as a single issue and vote together as one class for all purposes of
this Note and the Indenture.

         1. Accreted Value and Interest. The Company agrees to pay the Accreted
Value of this Note on May 1, 2007.

         The Company agrees interest will accrue and be payable on this Note at
the rate and in the manner specified on the face of this Note.

         2. Method of Payment. The Company will pay the Accreted Value of this
Note to the Holder that surrenders this Note to any Paying Agent (which is
initially the Company) on or after the applicable maturity date.

         The Company will make all payments hereunder in money of the United
States that at the time of payment is legal tender for payment of public and
private debts. The Company will make all payments hereunder by wire transfer of
immediately available funds to the accounts specified by the Holder hereof or,
if no such account is specified, by mailing a check to the Holder's registered
address. If a payment date is a date other than a Business Day, payment may be
made at that place on the next succeeding day that is a Business Day and no
interest shall accrue for the intervening period.

         3. Paying Agent and Registrar. Initially, _______________, the Trustee
under the Indenture (the "Trustee"), will act as Paying Agent and Registrar. The
Company may change any Paying Agent or Registrar upon written notice to the
Holders. The Company, any Subsidiary or any Affiliate of any of them may act as
Paying Agent, Registrar or co-registrar.

         4. Indenture. The Notes are governed by an Indenture, dated _________
(the "Indenture"), between the Company and the Trustee. The terms of the Notes
include those stated in the Indenture and those made part of the Indenture by
reference to the Trust Indenture Act of 1939 (U.S. Code Section 77aaa-77bbbb),
as amended from time to time (the "TIA"). The Notes are subject to all such
terms, and Holders are referred to the Indenture and the TIA for a statement of
such terms. Each Holder, by accepting a Note, agrees, subject to Section 1
above, to be bound by all of the terms and provisions of the Indenture, as the
same may be amended from time to time. To the extent any provision of the Notes
conflicts with the express provisions of the Indenture, the provisions of the
Indenture shall govern and be controlling.

         5. Ranking. The Notes are unsecured senior obligations of the Company.



                                       2
<PAGE>

         6. Optional Redemption. The Notes may be redeemed at the option of the
Company, in whole but not in part, at any time, on and prior to maturity at the
following Redemption Prices:

                  (a)      if redeemed prior to April 30, 2004, at a redemption
                           price equal to the sum of the present value of the
                           Accreted Value at stated maturity discounted to the
                           redemption date, on a semi-annual basis, at the
                           Treasury Yield plus 150 basis points; and

                  (b)      if redeemed during the 12-month period commencing May
                           1 of each of the years set forth below, at the
                           following amounts (expressed in percentages of the
                           Accreted Value thereof as of May 1 of the applicable
                           year), plus accrued but unpaid interest thereon to
                           the Redemption Date (including the accrual of
                           interest in respect of any partial period subsequent
                           to the most recent Interest Accrual Date through the
                           Redemption Date):

<Table>
<Caption>

                                  YEAR           REDEMPTION PRICE
                                  ----           ----------------
<S>                                              <C>
                                  2004               107.0000%
                                  2005               104.6667%
                                  2006               102.3333%
</Table>

         Notice of a redemption will be mailed, first-class postage prepaid, at
least 30 days but not more than 60 days before the Redemption Date to each
Holder's registered address. On and after the Redemption Date, interest ceases
to accrue on, and the Accreted Value shall cease to increase with respect to,
Notes or portions of Notes called for redemption, unless the Company defaults in
the payment of the Redemption Price.

         7. Repurchase upon a Change in Control. Upon the occurrence of a Change
in Control, each Holder shall have the right to require that the Company
repurchase such Holder's Notes at a purchase price in cash equal to 101% of the
Accreted Value thereof on the date of purchase.

         8. Denominations; Transfer; Exchange. The Notes are in fully registered
form without coupons, in denominations of $1,000 and any integral multiples of
$1,000. A Holder may register the transfer or exchange of Notes in accordance
with the Indenture. The Company may require a Holder, among other things, to
furnish appropriate endorsements and transfer documents and to pay any taxes and
fees required by law or permitted by the Indenture.

         9. Persons Deemed Owners. A Holder may be treated as the owner of a
Note for all purposes.

         10. Discharge Prior to Redemption or Maturity. If the Company
irrevocably deposits, or causes to be deposited, with a trustee who could
qualify to serve as Trustee under the Indenture money or U.S. Government
Obligations sufficient to pay the then outstanding Accreted Value of and accrued
but unpaid interest, if any, on the Notes to redemption or maturity, the
Company, as applicable, (a) will be discharged from the Indenture and the Notes,


                                       3
<PAGE>

except in certain circumstances for certain sections thereof, or (b) will be
discharged from certain covenants set forth in the Indenture.

         11. Amendment; Supplement; Waiver. Subject to certain exceptions, the
Indenture or the Notes may be amended or supplemented with the consent of the
Holders of at least a majority in aggregate Accreted Value of the Notes then
Outstanding. Without notice to or the consent of any Holder, the Company may
amend the Indenture to the extent set forth in the Indenture.

         12. Successor Persons. When a successor person or other entity (other
than a Subsidiary of the Company) assumes all the obligations of its predecessor
under the Notes and the Indenture, the predecessor person will be released from
those obligations.

         13. Notices. Any notices or other communications to the Company
required or permitted hereunder shall be in writing, and shall be sufficiently
given if delivered in person or mailed, first class postage prepaid, to the
following address, or any other address previously furnished in writing by the
Company:

         Viasystems, Inc.
         101 South Hanley Road
         St. Louis, Missouri 63105
         Attn: General Counsel

         Any notice required to be given to a Holder shall be deemed to have
been given upon the mailing by first class mail, postage prepaid, of such
notices to Holders at their registered address as recorded in the Register and
shall be sufficiently given to a Holder if so mailed within the time prescribed.

         In any case where notice to Holders is given by mail, neither the
failure to mail such notice nor any defect in any notice so mailed to any
particular Holder shall affect the sufficiency of such notice with respect to
other Holders. If a notice or communication is mailed in the manner provided
above, it is duly given, whether or not the addressee receives it.

         14. Defaults and Remedies. [Insert]

         15. Trustee Dealings with the Company. Subject to certain limitations
set forth in the Indenture, the Trustee under the Indenture, in its individual
or any other capacity, may become the owner or pledgee of Notes and may
otherwise deal with and collect obligations owed to it by the Company or its
Affiliates and may otherwise deal with the Company or its Affiliates with the
same rights it would have if it were not Trustee.

         16. No Recourse Against Others. A director, officer, employee or
stockholder, as such, of the Company shall not have any liability for any
obligations of the Company under the Notes or the Indenture or for any claim
based on, in respect of or by reason of such obligations or their creation. By
accepting a Note, each Holder waives and releases all such liability. The waiver
and release are part of the consideration for the issue of the Notes.


                                       4
<PAGE>

         17. Authentication. This Note shall not be valid until an authorized
signatory of the Trustee (or an authenticating agent acting on its behalf)
manually signs the certificate of authentication on the other side of this Note.

         18. Abbreviations. Customary abbreviations may be used in the name of
the Holder or an assignee, such as TEN COM (=tenants in common), TEN ENT
(=tenants by the entirety), JT TEN (=joint tenants with rights of survivorship
and not as tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to
Minors Act).

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

         20. Governing Law. This Note shall be governed by, and construed in
accordance with, the laws of the State of New York.

         The Company will furnish to any Holder upon written request and without
charge to the Holder a copy of the Indenture.



                                       5
<PAGE>



                                 TRANSFER NOTICE

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

         Taxpayer Identification No.:
                                     ----------------------------------



         -----------------------------------------------------------------
         (Please print or typewrite name and address including zip code of
         assignee)

         the within Note and all rights thereunder, hereby irrevocably
         constituting and appointing


         -----------------------------------------------------------------
         attorney to transfer such Note on the books of the Company with full
         power of substitution in the premises.


         Date:
               ------------


         Signature:
                    ------------------

         NOTICE: The signature to this
         assignment must correspond with
         the name as written upon the
         face of this Note in every
         particular, without alteration
         or any change whatsoever.



         Signature Guarantee:
                              ---------------------------

         Signatures must be guaranteed by an "eligible guarantor institution"
meeting the requirements of the Registrar, which requirements include membership
or participation in the Security Transfer Agent Medallion Program ("STAMP") or
such other "signature guarantee program" as may be determined by the Registrar
in addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.


                                        6
<PAGE>



                           OPTION OF HOLDER TO ELECT PURCHASE

         If you wish to have this Note purchased by the Company pursuant to
Section 4.14 of the Indenture, check the box: [ ]

         If you wish to have a portion of this Note purchased by the Company
pursuant to 4.14 of the Indenture, state the amount (in Initial Accreted Value)
below:

                                                  $
                                                   --------------

Date:
     ----------------------



Your Signature:
                --------------------------------------------
(Sign exactly as your name appears on the face of this Note)



Signature Guarantee:
                     --------------------------------------------------



         Signatures must be guaranteed by an "eligible guarantor institution"
meeting the requirements of the Registrar, which requirements include membership
or participation in the Security Transfer Agent Medallion Program ("STAMP") or
such other "signature guarantee program" as may be determined by the Registrar
in addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.


                                       7