<Page>

                                                                     EXHIBIT 4.1


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


                         ADVANCED ACCESSORY SYSTEMS, LLC

                                       AND

                            AAS CAPITAL CORPORATION,

                                   AS ISSUERS,

                          THE GUARANTORS PARTY HERETO,

                                  AS GUARANTORS

                          10 3/4% SENIOR NOTES DUE 2011

                                   ----------

                                    INDENTURE

                            DATED AS OF MAY 23, 2003

                                   ----------


                           BNY MIDWEST TRUST COMPANY,
                                   AS TRUSTEE


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

<Page>

                             CROSS-REFERENCE TABLE*

<Table>
<Caption>
Trust Indenture Act Section                                                          Indenture Section
---------------------------                                                          -----------------
  <S>                                                                                <C>
  310(a)(1)......................................................................    7.10
     (a)(2)......................................................................    7.10
     (a)(3)......................................................................    N.A.
     (a)(4)......................................................................    N.A.
     (a)(5)......................................................................    7.10
     (b).........................................................................    7.3, 7.8, 7.10
     (c).........................................................................    N.A.
  311(a).........................................................................    7.11
     (b).........................................................................    7.11
     (c).........................................................................    N.A.
  312(a).........................................................................    2.5
     (b).........................................................................    13.3
     (c).........................................................................    13.3
  313(a).........................................................................    7.6
     (b)(1)......................................................................    N.A.
     (b)(2)......................................................................    7.6
     (c).........................................................................    7.6, 13.2
  314(a).........................................................................    4.3, 4.4
     (b).........................................................................    N.A.
     (c)(1)......................................................................    13.4
     (c)(2)......................................................................    13.4
     (c)(3)......................................................................    13.4
     (d).........................................................................    N.A.
     (e).........................................................................    13.5
     (f).........................................................................    N.A.
  315(a).........................................................................    7.2
     (b).........................................................................    7.5, 13.2
     (c).........................................................................    7.1
     (d).........................................................................    7.1
     (e).........................................................................    6.12

  316(a)(last sentence)..........................................................    2.9
     (a)(1)(A)...................................................................    6.5
     (a)(1)(B)...................................................................    6.4
     (a)(2)......................................................................    N.A.
     (b).........................................................................    6.7
     (c).........................................................................    N.A.
  317(a)(1)......................................................................    6.8
     (a)(2)......................................................................    6.10
     (b).........................................................................    2.4
  318(a).........................................................................    13.1
     (b).........................................................................    N.A.
     (c).........................................................................    13.1
</Table>

N.A. MEANS NOT APPLICABLE.

----------
*    This Cross-Reference Table shall not, for any purpose, be deemed a part of
     the Indenture.

<Page>

                                TABLE OF CONTENTS

<Table>
<Caption>
                                                                                                             Page
                                                                                                             ----
<S>                                                                                                           <C>
                                                   ARTICLE I.

                                   DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.1.      Definitions..................................................................................1
Section 1.2.      Other Definitions...........................................................................20
Section 1.3.      Incorporation by Reference of Trust Indenture Act...........................................21
Section 1.4.      Rules of Construction.......................................................................21
Section 1.5.      Acts of Holders.............................................................................22

                                                   ARTICLE II.

                                                    THE NOTES

Section 2.1.      Form and Dating.............................................................................22
Section 2.2.      Execution and Authentication................................................................23
Section 2.3.      Registrar and Paying Agent..................................................................23
Section 2.4.      Paying Agents to Hold Money in Trust........................................................24
Section 2.5.      Holder Lists................................................................................24
Section 2.6.      Transfer and Exchange.......................................................................24
Section 2.7.      Replacement Notes...........................................................................31
Section 2.8.      Outstanding Notes...........................................................................31
Section 2.9.      Treasury Notes..............................................................................31
Section 2.10.     Temporary Notes.............................................................................31
Section 2.11.     Cancellation................................................................................32
Section 2.12.     Defaulted Interest..........................................................................32
Section 2.13.     Persons Deemed Owners.......................................................................32
Section 2.14.     CUSIP Numbers...............................................................................32
Section 2.15.     Designation.................................................................................32

                                                  ARTICLE III.

                                            REDEMPTION AND REPURCHASE

Section 3.1.      Notices to Trustee..........................................................................33
Section 3.2.      Selection of Notes..........................................................................33
Section 3.3.      Notice of Optional or Special Redemption....................................................33
Section 3.4.      Effect of Notice of Redemption..............................................................34
Section 3.5.      Deposit of Redemption Price or Purchase Price...............................................34
Section 3.6.      Notes Redeemed or Repurchased in Part.......................................................35
Section 3.7.      Optional Redemption.........................................................................35
Section 3.8.      Special Redemption..........................................................................35
Section 3.9.      Repurchase upon Change of Control Offer.....................................................35
Section 3.10.     Repurchase upon Application of Excess Proceeds..............................................36

                                                   ARTICLE IV.

                                                    COVENANTS

Section 4.1.      Payment of Principal and Interest...........................................................38
Section 4.2.      Maintenance of Office or Agency.............................................................38
</Table>

                                       -i-
<Page>

<Table>
<Caption>
                                                                                                             Page
                                                                                                             ----
<S>                                                                                                           <C>
Section 4.3.      Reports.....................................................................................38
Section 4.4.      Compliance Certificate......................................................................39
Section 4.5.      Taxes.......................................................................................39
Section 4.6.      Stay, Extension and Usury Laws..............................................................40
Section 4.7.      Limitation on Restricted Payments...........................................................40
Section 4.8.      Limitation on Dividend and Other Payment Restrictions Affecting Restricted
                  Subsidiaries................................................................................42
Section 4.9.      Limitation on Incurrence of Additional Indebtedness.........................................44
Section 4.10.     Limitation on Asset Sales...................................................................44
Section 4.11.     Limitations on Transactions with Affiliates.................................................46
Section 4.12.     Limitation on Liens.........................................................................47
Section 4.13.     Continued Existence.........................................................................47
Section 4.14.     Insurance Matters...........................................................................48
Section 4.15.     Offer to Repurchase upon Change of Control..................................................48
Section 4.16.     Additional Subsidiary Guarantees............................................................48
Section 4.17.     Conduct of Business.........................................................................48
Section 4.18.     Payments for Consent........................................................................48
Section 4.19.     Limitation on Preferred Stock of Restricted Subsidiaries....................................49

                                                   ARTICLE V.

                                                   SUCCESSORS

Section 5.1.      Merger, Consolidation and or Sale of Assets.................................................49
Section 5.2.      Successor Corporation Substituted...........................................................51

                                                   ARTICLE VI.

                                              DEFAULTS AND REMEDIES

Section 6.1.      Events of Default...........................................................................51
Section 6.2.      Acceleration................................................................................52
Section 6.3.      Other Remedies..............................................................................53
Section 6.4.      Waiver of Past Defaults.....................................................................53
Section 6.5.      Control by Majority.........................................................................53
Section 6.6.      Limitation on Suits.........................................................................53
Section 6.7.      Rights of Holders of Notes to Receive Payment...............................................53
Section 6.8.      Collection Suit by Trustee..................................................................54
Section 6.9.      [Intentionally Omitted].....................................................................54
Section 6.10.     Trustee May File Proofs of Claim............................................................54
Section 6.11.     Priorities..................................................................................54
Section 6.12.     Undertaking for Costs.......................................................................55

                                                  ARTICLE VII.

                                                     TRUSTEE

Section 7.1.      Duties of Trustee...........................................................................55
Section 7.2.      Rights of Trustee...........................................................................56
Section 7.3.      Individual Rights of Trustee................................................................57
Section 7.4.      Trustee's Disclaimer........................................................................57
Section 7.5.      Notice of Defaults..........................................................................57
Section 7.6.      Reports by Trustee to Holder of the Notes...................................................57
Section 7.7.      Compensation, Reimbursement and Indemnity...................................................57
Section 7.8.      Replacement of Trustee......................................................................58
</Table>

                                      -ii-
<Page>

<Table>
<Caption>
                                                                                                             Page
                                                                                                             ----
<S>                                                                                                           <C>
Section 7.9.      Successor Trustee by Merger, Etc............................................................59
Section 7.10.     Eligibility; Disqualification...............................................................59
Section 7.11.     Preferential Collection of Claims Against Issuers...........................................59

                                                  ARTICLE VIII.

                                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.1.      Option to Effect Legal Defeasance or Covenant Defeasance....................................59
Section 8.2.      Legal Defeasance and Discharge..............................................................59
Section 8.3.      Covenant Defeasance.........................................................................60
Section 8.4.      Conditions to Legal or Covenant Defeasance..................................................60
Section 8.5.      Deposited Money and U.S. Government Securities to Be Held in Trust; Other
                  Miscellaneous Provisions....................................................................61
Section 8.6.      Repayment to the Issuers....................................................................62
Section 8.7.      Reinstatement...............................................................................62

                                                   ARTICLE IX.

                                        AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.1.      Without Consent of Holders of Notes.........................................................62
Section 9.2.      With Consent of Holders of Notes............................................................63
Section 9.3.      Compliance with Trust Indenture Act.........................................................64
Section 9.4.      Revocation and Effect of Consents...........................................................64
Section 9.5.      Notation on or Exchange of Notes............................................................64
Section 9.6.      Trustee to Sign Amendment, Etc..............................................................64

                                                   ARTICLE X.

                                             [INTENTIONALLY OMITTED]

                                                   ARTICLE XI.

                                                    GUARANTEE

Section 11.1.     Unconditional Guarantee.....................................................................65
Section 11.2.     Severability................................................................................65
Section 11.3.     Limitation of Guarantor's Liability.........................................................65
Section 11.4.     Release of Guarantor........................................................................66
Section 11.5.     Contribution................................................................................66
Section 11.6.     Waiver of Subrogation.......................................................................66
Section 11.7.     Execution of Guarantee......................................................................67
Section 11.8.     Waiver of Stay, Extension or Usury Laws.....................................................67

                                                  ARTICLE XII.

                                           SATISFACTION AND DISCHARGE

Section 12.1.     Satisfaction and Discharge..................................................................67
Section 12.2.     Application of Trust........................................................................68
</Table>

                                      -iii-
<Page>

<Table>
<Caption>
                                                                                                             Page
                                                                                                             ----
<S>                                                                                                           <C>
                                                  ARTICLE XIII.

                                                  MISCELLANEOUS

Section 13.1.     Trust Indenture Act Controls................................................................68
Section 13.2.     Notices.....................................................................................68
Section 13.3.     Communication by Holders of Notes with Other Holders of Notes...............................69
Section 13.4.     Certificate and Opinion as to Conditions Precedent..........................................69
Section 13.5.     Statements Required in Certificate or Opinion...............................................70
Section 13.6.     Rules by Trustee and Agents.................................................................70
Section 13.7.     No Personal Liability of Directors, Managers, Officers, Employees, Members
                  and Stockholders............................................................................70
Section 13.8.     Governing Law; Submission to Jurisdiction; Waiver of Jury Trial.............................70
Section 13.9.     No Adverse Interpretation of Other Agreements...............................................71
Section 13.10.    Successors..................................................................................71
Section 13.11.    Severability................................................................................71
Section 13.12.    Counterpart Originals.......................................................................71
Section 13.13.    Table of Contents, Headings, Etc............................................................71
Section 13.14.    Qualification of Indenture..................................................................71
</Table>

                                    EXHIBITS

     Exhibit A         Form of Series A Note

     Exhibit B         Form of Series B Note

     Exhibit C         Form of Guarantee

     Exhibit D(1)      Form of Regulation S Certification

     Exhibit D(2)      Form of Certificate to be Delivered upon Exchange or
                       Registration of Transfer of Notes

     Exhibit E         Form of Certificate to be Delivered in Connection with
                       Transfers to Non-QIB Accredited Investors

     Exhibit F         Form of Certificate to be Delivered in Connection with
                       Transfers Pursuant to Regulation S

                                      -iv-
<Page>

                                    INDENTURE

                INDENTURE dated as of May 23, 2003 among Advanced Accessory
Systems, LLC, a Delaware limited liability company (the "COMPANY"), and AAS
Capital Corporation, a Delaware corporation, as joint and several obligors (each
an "ISSUER" and together, the "ISSUERS"), the Guarantors (as defined herein)
listed on Schedule A hereto, and BNY Midwest Trust Company, an Illinois trust
company, as trustee (the "TRUSTEE").

                Each party agrees as follows for the benefit of the other
parties and for the equal and ratable benefit of the Holders (as defined below)
of the Issuers' 10 3/4% Senior Notes due 2011:

                                   ARTICLE I.

                   DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.1.    DEFINITIONS.

                "ACQUIRED INDEBTEDNESS" means Indebtedness of a Person or any of
its Subsidiaries existing at the time such Person becomes a Restricted
Subsidiary of Holdings or at the time it merges or consolidates with or into
Holdings or any of its Restricted Subsidiaries or assumed in connection with the
acquisition of assets from such Person and in each case not incurred by such
Person in connection with, or in anticipation or contemplation of, such Person
becoming a Restricted Subsidiary of Holdings or such acquisition, merger or
consolidation.

                "ADDITIONAL INTEREST" means all additional interest then owing
pursuant to Section 4 of the Registration Rights Agreement.

                "ADDITIONAL NOTES" means Notes, in addition to, and having
identical terms as, the $150,000,000 aggregate principal amount of Series A
Notes issued on the Issue Date (or the Series B Notes issued in exchange for the
Series A Notes issued on the Issue Date), issued pursuant to Article II hereof
and in compliance with Section 4.9 hereof.

                "AFFILIATE" means, with respect to any specified Person, any
other Person who directly or indirectly through one or more intermediaries
controls, or is controlled by, or is under common control with, such specified
Person. The term "control" means the possession, directly or indirectly, of the
power to direct or cause the direction of the management and policies of a
Person, whether through the ownership of voting securities, by contract or
otherwise; and the terms "controlling" and "controlled" have meanings
correlative of the foregoing. A Person shall not be deemed an "Affiliate" of
Holdings or any of its Restricted Subsidiaries solely as a result of such Person
being a joint venture partner of Holdings or any of its Subsidiaries.

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

                "ASSET ACQUISITION" means (1) an Investment by Holdings or any
Restricted Subsidiary of Holdings in any other Person pursuant to which such
Person shall become a Restricted Subsidiary of Holdings or any Restricted
Subsidiary of Holdings, or shall be merged with or into Holdings or any
Restricted Subsidiary of Holdings, or (2) the acquisition by Holdings or any
Restricted Subsidiary of Holdings of the assets of any Person (other than a
Restricted Subsidiary of Holdings) which constitute all or substantially all of
the assets of such Person or comprise any division or line of business of such
Person or any other properties or assets of such Person other than in the
ordinary course of business.

                "ASSET SALE" means any direct or indirect sale, issuance,
conveyance, transfer, lease (other than operating leases entered into in the
ordinary course of business), assignment or other transfer for value by Holdings
or any of its Restricted Subsidiaries (including any Sale and Leaseback
Transaction) to any Person other than Holdings or a Wholly Owned Restricted
Subsidiary of Holdings of: (1) any Capital Stock of any Restricted Subsidiary of
Holdings; or (2) any other property or assets of Holdings or any Restricted
Subsidiary of Holdings other than in the ordinary course of business; PROVIDED,
HOWEVER, that asset sales or other dispositions shall not include: (a) a
transaction or series of related transactions for which Holdings or its
Restricted Subsidiaries receive aggregate considera-

<Page>

tion of less than $2,500,000; (b) the sale, lease, conveyance, disposition or
other transfer of all or substantially all of the assets (determined on a
consolidated basis) of Holdings or the Company, as the case may be, as permitted
under Article V hereof; (c) any Restricted Payment permitted by Section 4.7
hereof or that constitutes a Permitted Investment; (d) sales or other
dispositions of inventory, receivables or other current assets in the ordinary
course of business; (e) a Permitted Lien; (f) a sale or other disposition or
abandonment of damaged, worn-out or obsolete property; (g) the good faith
surrender or waiver of contract rights or the settlement, release or surrender
of claims of any kind; and (h) the sale or other disposal of property or assets
pursuant to the exercise of remedies pursuant to the Credit Agreement or other
security documents relating to any Indebtedness permitted under this Indenture.

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

                "BOARD OF DIRECTORS" means, as to any Person, the board of
directors or similar governing body of such Person or any duly authorized
committee thereof.

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

                "BORROWING BASE" means, as of any date, an amount equal to the
sum of:

                (1)     85% of the aggregate book value of all accounts
        receivable of Holdings and its Domestic Restricted Subsidiaries; PLUS

                (2)     60% of the aggregate book value of all inventory owned
        by Holdings and its Domestic Restricted Subsidiaries,

all calculated on a consolidated basis and in accordance with GAAP.

                To the extent that information is not available as to the amount
of accounts receivable or inventory as of a specific date, Holdings shall use
the most recent available information for purposes of calculating the Borrowing
Base.

                "BUSINESS DAY" means any day other than a Saturday, a Sunday or
a day on which banking institutions in the City of New York or Chicago are
authorized by law, regulation or executive order to remain closed. If a payment
date is not 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.

                "CAPITAL STOCK" means:

                (1)     with respect to any Person that is a corporation, any
        and all shares, interests, participations or other equivalents (however
        designated and whether or not voting) of corporate stock, including each
        class of Common Stock and Preferred Stock of such Person, and all
        options, warrants or other rights to purchase or acquire any of the
        foregoing; and

                (2)     with respect to any Person that is not a corporation,
        any and all partnership, membership or other equity interests of such
        Person, and all options, warrants or other rights to purchase or acquire
        any of the foregoing.

                "CAPITALIZED LEASE OBLIGATION" means, as to any Person, the
obligations of such Person under a lease that are required to be classified and
accounted for as capital lease obligations under GAAP and, for purposes of this
definition, the amount of such obligations at any date shall be the capitalized
amount of such obligations at such date, determined in accordance with GAAP.

                                       -2-
<Page>

                "CASH EQUIVALENTS" means:

                (1)     marketable direct obligations issued by, or
        unconditionally guaranteed by, the United States Government, the United
        Kingdom or The Netherlands or issued by any agency thereof and backed by
        the full faith and credit of the United States, the United Kingdom or
        The Netherlands, as applicable, in each case maturing within one year
        from the date of acquisition thereof;

                (2)     marketable direct obligations issued by any state of the
        United States of America or any political subdivision of any such state,
        the United Kingdom or The Netherlands or any public instrumentality
        thereof maturing within one year from the date of acquisition thereof
        and, at the time of acquisition, having one of the two highest ratings
        obtainable from either Standard & Poor's Ratings Group, a division of
        The McGraw-Hill Companies ("S&P"), or Moody's Investors Service, Inc.
        ("MOODY'S");

                (3)     commercial paper maturing no more than one year from the
        date of creation thereof and, at the time of acquisition, having a
        rating of at least A-1 from S&P or at least P-1 from Moody's;

                (4)     certificates of deposit or bankers' acceptances maturing
        within one year from the date of acquisition thereof issued by any bank
        organized under the laws of the United States of America or any state
        thereof or the District of Columbia, the United Kingdom or The
        Netherlands or any U.S. branch of a foreign bank having at the date of
        acquisition thereof combined capital and surplus of not less than $250.0
        million;

                (5)     repurchase obligations with a term of not more than
        seven days for underlying securities of the types described in clause
        (1) above entered into with any bank meeting the qualifications
        specified in clause (4) above; and

                (6)     investments in money market funds which invest
        substantially all their assets in securities of the types described in
        clauses (1) through (5) above.

                "CHANGE OF CONTROL" means the occurrence of one or more of the
        following events:

                (1)     any sale, lease, exchange or other transfer other than a
        Lien permitted by this Indenture or by way of consolidation or merger
        (in one transaction or a series of related transactions) of all or
        substantially all of the assets of Holdings and its Subsidiaries, taken
        as a whole, to any Person or group of related Persons for purposes of
        Section 13(d) of the Exchange Act (a "GROUP"), together with any
        Affiliates thereof (whether or not otherwise in compliance with the
        provisions of this Indenture) other than to the Permitted Holders;

                (2)     the approval by the holders of Capital Stock of Holdings
        or the Company, as the case may be, of any plan or proposal for the
        liquidation or dissolution of Holdings or the Company, as the case may
        be (whether or not otherwise in compliance with the provisions of this
        Indenture);

                (3)     any Person or Group (other than the Permitted Holders
        and any entity formed for the purpose of owning Capital Stock of
        Holdings) shall become the owner, directly or indirectly, beneficially
        or of record, of shares representing more than 50% of the aggregate
        ordinary voting power represented by the issued and outstanding Capital
        Stock of Holdings or the Company;

                (4)     the replacement of a majority of the Board of Directors
        of Holdings over a two-year period from the directors who constituted
        the Board of Directors of Holdings at the beginning of such period, and
        such replacement shall not have been approved by a vote of at least a
        majority of the Board of Directors of Holdings then still in office who
        either were members of such Board of Directors at the beginning of such
        period or whose election or nomination for election by Holdings'
        shareholders as a member of such Board of Directors was previously so
        approved; or

                                       -3-
<Page>

                (5)     the occurrence of any event or series of events that
        results in a "Change of Control" under the subordinated promissory notes
        issued pursuant to the Securities Purchase Agreement.

                "CLEARSTREAM" means Clearstream Banking, Societe Anonyme,
        Luxembourg.

                "COMMISSION" means the Securities and Exchange Commission.

                "COMMON STOCK" of any Person means any and all shares, interests
or other participations in, and other equivalents (however designated and
whether voting or non-voting) of such Person's common stock, whether outstanding
on the Issue Date or issued after the Issue Date, and includes, without
limitation, all series and classes of such common stock.

                "COMPANY" means Advanced Accessory Systems, LLC, a limited
liability company organized under the laws of the State of Delaware, until a
successor Person shall have become such pursuant to the applicable provisions of
this Indenture, and thereafter means such successor Person.

                "CONSOLIDATED EBITDA" means, with respect to any Person, for any
period, the sum (without duplication) of,

                (1)     Consolidated Net Income; and

                (2)     to the extent Consolidated Net Income has been reduced
        thereby:

                        (a)     all income taxes of such Person and its
                Restricted Subsidiaries or Permitted Tax Distributions made by
                such Person, paid or accrued in accordance with GAAP for such
                period (other than income taxes attributable to extraordinary,
                unusual or nonrecurring gains or losses or taxes attributable to
                sales or dispositions outside the ordinary course of business);

                        (b)     Consolidated Interest Expense; and

                        (c)     Consolidated Non-cash Charges LESS any non-cash
                items increasing Consolidated Net Income for such period,

all as determined on a consolidated basis for such Person and its Restricted
Subsidiaries in accordance with GAAP.

                "CONSOLIDATED FIXED CHARGE COVERAGE RATIO" means, with respect
to any Person, the ratio of Consolidated EBITDA of such Person during the four
full fiscal quarters (the "FOUR QUARTER PERIOD") ending prior to the date of the
transaction giving rise to the need to calculate the Consolidated Fixed Charge
Coverage Ratio for which financial statements are available (the "TRANSACTION
DATE") to Consolidated Fixed Charges of such Person for the Four Quarter Period.
In addition to and without limitation of the foregoing, for purposes of this
definition, "CONSOLIDATED EBITDA" and "CONSOLIDATED FIXED CHARGES" shall be
calculated after giving effect on a pro forma basis for the period of such
calculation to:

                (1)     the incurrence or repayment of any Indebtedness of such
        Person or any of its Restricted Subsidiaries, or the issuance,
        redemption, repurchase or other repayment of any Preferred Stock by such
        Person or any of its Restricted Subsidiaries (and, in each case, the
        application of the proceeds thereof) giving rise to the need to make
        such calculation and any incurrence or repayment of other Indebtedness,
        or any issuance, redemption, repurchase or other repayment of any
        Preferred Stock (and, in each case, the application of the proceeds
        thereof), other than the incurrence or repayment of Indebtedness in the
        ordinary course of business for working capital purposes pursuant to
        working capital facilities, occurring during the Four Quarter Period or
        at any time subsequent to the last day of the Four Quarter Period and on
        or prior to the Transaction Date, as if such incurrence or repayment, as
        the case may be (and the application of the proceeds thereof), occurred
        on the first day of the Four Quarter Period; and

                                       -4-
<Page>

                (2)     any asset sales or other dispositions or Asset
        Acquisitions (including, without limitation, any Asset Acquisition
        giving rise to the need to make such calculation as a result of such
        Person or one of its Restricted Subsidiaries (including any Person who
        becomes a Restricted Subsidiary as a result of the Asset Acquisition)
        incurring, assuming or otherwise being liable for Acquired Indebtedness
        and also including any Consolidated EBITDA (including any pro forma
        expense and cost reductions calculated on a basis consistent with
        Regulation S-X under the Exchange Act) attributable to the assets which
        are the subject of the Asset Acquisition or asset sale or other
        disposition during the Four Quarter Period) occurring during the Four
        Quarter Period or at any time subsequent to the last day of the Four
        Quarter Period and on or prior to the Transaction Date, as if such asset
        sale or other disposition or Asset Acquisition (including the
        incurrence, assumption or liability for any such Acquired Indebtedness)
        occurred on the first day of the Four Quarter Period.

                Furthermore, in calculating "Consolidated Fixed Charges" for
purposes of determining the denominator (but not the numerator) of this
"Consolidated Fixed Charge Coverage Ratio",

                (1)     interest on outstanding Indebtedness determined on a
        fluctuating basis as of the Transaction Date and which will continue to
        be so determined thereafter shall be deemed to have accrued at a fixed
        rate per annum equal to the rate of interest on such Indebtedness in
        effect on the Transaction Date; and

                (2)     notwithstanding clause (1) above, interest on
        Indebtedness determined on a fluctuating basis, to the extent such
        interest is covered by agreements relating to Interest Swap Obligations,
        shall be deemed to accrue at the rate per annum resulting after giving
        effect to the operation of such agreements.

                "CONSOLIDATED FIXED CHARGES" means, with respect to any Person
for any period, the sum, without duplication, of:

                (1)     Consolidated Interest Expense; plus

                (2)     the product of (x) the amount of all cash dividend
        payments on any series of Preferred Stock of such Person and, to the
        extent permitted under this Indenture, its Restricted Subsidiaries paid
        in cash during such period to any Person other than such Person or any
        of its Restricted Subsidiaries times (y) a fraction, the numerator of
        which is one and the denominator of which is one minus the then current
        effective consolidated federal, state and local income tax rate of such
        Person, expressed as a decimal.

                "CONSOLIDATED INTEREST EXPENSE" means, with respect to any
Person for any period, the sum of, without duplication:

                (1)     the aggregate of the interest expense of such Person and
        its Restricted Subsidiaries for such period determined on a consolidated
        basis in accordance with GAAP, including without limitation: (a) any
        amortization of debt discount and amortization or write-off of deferred
        financing costs; (b) the net costs under Interest Swap Obligations; (c)
        all capitalized interest; and (d) the interest portion of any deferred
        payment obligation; and

                (2)     the interest component of Capitalized Lease Obligations
        paid, accrued and/or scheduled to be paid or accrued by such Person and
        its Restricted Subsidiaries during such period as determined on a
        consolidated basis in accordance with GAAP;

PROVIDED that there shall be excluded therefrom any non-cash amortization or
write-off of fees and expenses incurred in connection with the offering of the
Notes.

                "CONSOLIDATED NET INCOME" means, with respect to any Person, for
any period, the aggregate net income (or loss) of such Person and its Restricted
Subsidiaries for such period on a consolidated basis, determined in accordance
with GAAP; PROVIDED that there shall be excluded therefrom (without
duplication):

                                       -5-
<Page>

                (1)     after-tax gains or losses from Asset Sales (without
        regard to the $2,500,000 limitation set forth in the definition thereof)
        or abandonments or reserves relating thereto;

                (2)     extraordinary gains and extraordinary losses;

                (3)     gains and losses due solely to fluctuations in currency
        values and the related tax effects according to GAAP;

                (4)     the net income or loss of any Person acquired prior to
        the date it becomes a Restricted Subsidiary of the referent Person or is
        merged or consolidated with the referent Person or any Restricted
        Subsidiary of the referent Person, it being understood, however, that,
        in the case of a Restricted Subsidiary of Holdings, the income or loss
        of such Person for such period may be included in determining the
        Consolidated Fixed Charge Coverage Ratio of Holdings as a result of the
        operation of clause (2) of the first paragraph of the definition of such
        term;

                (5)     for the purposes of Section 4.7 hereof only, the net
        income (but not loss) of any Restricted Subsidiary (other than a Foreign
        Restricted Subsidiary) of the referent Person to the extent that the
        declaration of dividends or similar distributions by that Restricted
        Subsidiary of that income is restricted by a contract, operation of law
        or otherwise, except to the extent of cash dividends or distributions
        paid to the referent Person or to a Wholly Owned Restricted Subsidiary
        of the referent Person by such Restricted Subsidiary;

                (6)     the net income of any Person, other than a Restricted
        Subsidiary of the referent Person, except to the extent of cash
        dividends or distributions paid to the referent Person or to a
        Restricted Subsidiary of the referent Person by such Person;

                (7)     any restoration to income of any contingency reserve,
        except to the extent that provision for such reserve was made out of
        Consolidated Net Income accrued at any time following the Issue Date;

                (8)     income or loss attributable to discontinued operations
        (including, without limitation, operations disposed of during such
        period whether or not such operations were classified as discontinued);
        and

                (9)     in the case of a successor to the referent Person by
        consolidation or merger or as a transferee of the referent Person's
        assets, any earnings of the successor corporation prior to such
        consolidation, merger or transfer of assets.

                In addition, Consolidated Net Income shall be reduced by the
amount of any Permitted Tax Distribution.

                "CONSOLIDATED NON-CASH CHARGES" means, with respect to any
Person, for any period, the aggregate depreciation, amortization and other
non-cash expenses of such Person and its Restricted Subsidiaries reducing
Consolidated Net Income of such Person and its Restricted Subsidiaries for such
period, determined on a consolidated basis in accordance with GAAP (excluding
any such charge which requires an accrual of or a reserve for cash charges for
any future period).

                "CONSOLIDATED TANGIBLE ASSETS" means the total consolidated
assets, less goodwill and intangibles, of Holdings and its Restricted
Subsidiaries, as shown on the most recent balance sheet of Holdings prepared in
accordance with GAAP.

                "CORPORATE TRUST OFFICE OF THE TRUSTEE" means the principal
office of the Trustee at which at any time its corporate trust business shall be
administered, which office at the date hereto is located at 2 North LaSalle
Street, Suite 1020, Chicago, Illinois 60602, Attention: Corporate Trust
Department, or such other address as the Trustee may designate from time to time
by notice to the Holders and the Issuers, or the principal corporate trust

                                       -6-
<Page>

office of any successor Trustee (or such other address as such successor Trustee
may designate from time to time by notice to the Holders and the Issuers).

                "CREDIT AGREEMENT" means the Amended and Restated Credit
Agreement dated as of May 23, 2003, among certain subsidiaries of Holdings as
borrowers, Holdings and certain other subsidiaries and affiliates as guarantors,
the lenders party thereto in their capacities as lenders and/or agents
thereunder, together with the documents related thereto (including, without
limitation, any instruments, guarantee agreements and pledge and/or security
documents), in each case as such documents may be amended (including, without
limitation, any amendment and restatement thereof), supplemented or otherwise
modified from time to time, including any agreement extending the maturity of,
refinancing, replacing or otherwise restructuring (including, without
limitation, increasing the amount of available borrowings thereunder (PROVIDED
that such increase in borrowings is permitted by Section 4.9 hereof) or adding
Subsidiaries of Holdings as additional borrowers or guarantors thereunder) all
or any portion of the Indebtedness under such agreement or any successor or
replacement agreement and whether by the same or any other agent, lender or
group of lenders.

                "CURRENCY AGREEMENT" means any foreign exchange contract,
currency swap agreement or other similar agreement or arrangement.

                "DEFAULT" means an event or condition the occurrence of which
is, or with the lapse of time or the giving of notice or both would be, an Event
of Default.

                "DEPOSITARY" means, with respect to the Notes issuable in whole
or in part in global form, the Person specified in Section 2.6(g) hereof as the
Depositary with respect to the Notes, until a successor shall have been
appointed and become such pursuant to the applicable provisions or this
Indenture, and, thereafter, "Depositary" shall mean or include such successor.

                "DISQUALIFIED CAPITAL STOCK" means that portion of any Capital
Stock which, by its terms (or by the terms of any security into which it is
convertible or for which it is exchangeable at the option of the holder
thereof), or upon the happening of any event (other than an event which would
constitute a Change of Control), matures or is mandatorily redeemable, pursuant
to a sinking fund obligation or otherwise, or is redeemable at the sole option
of the holder thereof (except, in each case, upon the occurrence of a Change of
Control or to the extent such Capital Stock is only so redeemable or
exchangeable into Qualified Capital Stock) on or prior to the final maturity
date of the Notes, PROVIDED that any Capital Stock that would not constitute
Disqualified Capital Stock but for provisions thereof giving holders thereof the
right to require such Person to repurchase or redeem such Capital Stock upon the
occurrence of an "asset sale" or "change of control" occurring prior to the
stated maturity of the Notes shall not constitute Disqualified Capital Stock if
the "asset sale" or "change of control" provisions applicable to such Capital
Stock are no more favorable to the holders of such Capital Stock than the
provisions contained in Sections 4.10 and 4.15 hereof and such Capital Stock
specifically provides that such Person will not repurchase or redeem any such
stock pursuant to such provisions prior to the Issuers' repurchase of such Notes
as are required to be repurchased pursuant to such covenants.

                "DOMESTIC RESTRICTED SUBSIDIARY" means a Restricted Subsidiary
incorporated or otherwise organized or existing under the laws of the United
States, any state thereof or any territory or possession of the United States.

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

                "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended, or any successor statute or statutes thereto.

                "EXCHANGE OFFER" means the offer that shall be made by the
Issuers pursuant to the Registration Rights Agreement to exchange Series A Notes
for Series B Notes.

                "FAIR MARKET VALUE" means, with respect to any asset or
property, the price which could be negotiated in an arm's-length, free market
transaction, for cash, between a willing seller and a willing and able buyer,
nei-

                                       -7-
<Page>

ther of whom is under undue pressure or compulsion to complete the transaction.
Fair market value shall be determined by the Board of Directors of Holdings
acting reasonably and in good faith and, if such value exceeds $5.0 million,
shall be evidenced by a Board Resolution of the Board of Directors of Holdings
delivered to the Trustee.

                "FINAL MEMORANDUM" means the Issuers' final offering memorandum
dated May 20, 2003, whereby the Issuers offered $150,000,000 Series A Notes.

                "FOREIGN RESTRICTED SUBSIDIARY" means any Restricted Subsidiary
of Holdings other than a Domestic Restricted Subsidiary.

                "FOREIGN RESTRICTED SUBSIDIARY BORROWING BASE" means, as of any
date, an amount equal to the sum of

                (1)     85% of the aggregate book value of all accounts
        receivable of the Foreign Restricted Subsidiaries; PLUS

                (2)     60% of the aggregate book value of all inventory owned
        by the Foreign Restricted Subsidiaries,

all calculated on a consolidated basis and in accordance with GAAP.

                "GAAP" means generally accepted accounting principles set forth
in the opinions and pronouncements of the Accounting Principles Board of the
American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board or in such other
statements by such other entity as may be approved by a significant segment of
the accounting profession of the United States, which are in effect from time to
time.

                "GUARANTEE" has the meaning set forth in Section 11.1 hereof.

                "GUARANTORS" means Holdings and the Subsidiary Guarantors.

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

                "HOLDINGS" means CHAAS Acquisitions, LLC.

                "HOLDINGS GUARANTEE" has the meaning set forth in Section 11.1
hereof.

                "INDEBTEDNESS" means with respect to any Person, without
duplication:

                (1)     all Obligations of such Person for borrowed money;

                (2)     all Obligations of such Person evidenced by bonds,
        debentures, notes or other similar instruments;

                (3)     all Capitalized Lease Obligations of such Person;

                (4)     all Obligations of such Person issued or assumed as the
        deferred purchase price of property or services and all Obligations
        under any conditional sale or title retention agreement (but excluding
        any such Obligations that constitute trade accounts payable and other
        accrued liabilities arising in the ordinary course of business that are
        not overdue by 120 days or more or are being contested in good faith by
        appropriate proceedings promptly instituted and diligently conducted);

                (5)     all Obligations of such Person for the reimbursement of
        any obligor on any letter of credit, banker's acceptance or similar
        credit transaction, but excluding Obligations with respect to letters of
        credit (including trade letters of credit) to the extent such
        Obligations are cash collateralized or such letters

                                       -8-
<Page>

        of credit secure Obligations (other than Obligations described in
        clauses (1), (2) and (3) above) entered into in the ordinary course of
        business of such Person and such letters of credit are not drawn upon
        or, if drawn upon, to the extent any such drawing is reimbursed no later
        than three Business Days following receipt by such Person of a demand
        for reimbursement;

                (6)     guarantees and other contingent obligations in respect
        of Indebtedness of other Persons of the type referred to in clauses (1)
        through (5) above and clause (8) below;

                (7)     all Obligations of any other Person of the type referred
        to in clauses (1) through (6) which are secured by any Lien on any
        property or asset of such Person, the amount of such Obligation being
        deemed to be the lesser of the fair market value of such property or
        asset and the amount of the Obligation so secured;

                (8)     all net Obligations under Currency Agreements and
        Interest Swap Agreements of such Person; and

                (9)     all Disqualified Capital Stock issued by such Person
        with the amount of Indebtedness represented by such Disqualified Capital
        Stock being equal to its maximum fixed repurchase price, but excluding
        accrued dividends, if any.

                For purposes hereof, the "MAXIMUM FIXED REPURCHASE PRICE" of any
Disqualified Capital Stock which does not have a fixed repurchase price shall be
calculated in accordance with the terms of such Disqualified Capital Stock as if
such Disqualified Capital Stock were purchased on any date on which Indebtedness
shall be required to be determined pursuant to this Indenture, and if such price
is based upon, or measured by, the fair market value of such Disqualified
Capital Stock, such fair market value shall be determined reasonably and in good
faith by the Board of Directors of the issuer of such Disqualified Capital
Stock. The amount of Indebtedness of any Person at any date shall be the
outstanding balance at such date of all unconditional Obligations as described
above and, with respect to contingent Obligations, the maximum liability upon
the occurrence of the contingency giving rise to the Obligation; PROVIDED that
the amount outstanding at any time of any Indebtedness issued with original
issue discount is the original issue price of such Indebtedness.

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

                "INDEPENDENT FINANCIAL ADVISOR" means a firm which, in the
judgment of the Board of Directors of Holdings, is otherwise independent and
qualified to perform the task for which it is to be engaged.

                "INITIAL PURCHASERS" means Deutsche Bank Securities Inc. and
Credit Suisse First Boston LLC.

                "INTEREST SWAP OBLIGATIONS" means the obligations of any Person
pursuant to any arrangement with any other Person, whereby, directly or
indirectly, such Person is entitled to receive from time to time periodic
payments calculated by applying either a floating or a fixed rate of interest on
a stated notional amount in exchange for periodic payments made by such other
Person calculated by applying a fixed or a floating rate of interest on the same
notional amount and shall include, without limitation, interest rate swaps,
caps, floors, collars and similar agreements, in each case determined as if such
agreement were terminated on the date such obligations were being determined for
purposes of this Indenture.

                "INVESTMENT" means, with respect to any Person, any direct or
indirect loan or other extension of credit (including, without limitation, a
guarantee) 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 by such Person of any Capital
Stock, bonds, notes, debentures or other securities or evidences of Indebtedness
issued by, any other Person. "Investment" shall exclude extensions of trade
credit by Holdings and its Restricted Subsidiaries on commercially reasonable
terms in accordance with normal trade practices of Holdings or such Restricted
Subsidiary, as the case may be. If Holdings or any Restricted Subsidiary of
Holdings sells or otherwise disposes of any Capital Stock of any Restricted
Subsidiary of Holdings such that, after giving effect to any such sale or
disposition, such Restricted Subsidiary is no longer a Restricted Subsidiary of
Holdings, Holdings shall

                                       -9-
<Page>

be deemed to have made an Investment on the date of any such sale or disposition
equal to the fair market value of the Common Stock of such Restricted Subsidiary
not sold or disposed of or, with respect to any Restricted Subsidiary of
Holdings acquired or created after the Issue Date, if less, the value of the
Investment when made by Holdings and its Restricted Subsidiaries in the portion
of such Restricted Subsidiary represented by such Common Stock.

                "ISSUE DATE" means May 23, 2003, the date of original issuance
of the Notes.

                "ISSUERS" means the Persons named in the introductory paragraph
to this Indenture until a successor Person or Persons shall have become such in
accordance with the applicable provisions of this Indenture, and thereafter
means such successor Person or Persons.

                "LIEN" means any lien, mortgage, deed of trust, pledge, security
interest, charge or encumbrance of any kind (including any conditional sale or
other title retention agreement, any lease in the nature thereof and any
agreement to give any security interest).

                "MANAGEMENT AGREEMENT" means the management agreement dated as
of April 15, 2003 among CHAAS Holdings, LLC, the Company and Castle Harlan,
Inc., as in effect on the Issue Date.

                "MATERIAL DOMESTIC RESTRICTED SUBSIDIARY" means a Domestic
Restricted Subsidiary of Holdings having total assets with a book value in
excess of $500,000.

                "NET CASH PROCEEDS" means, with respect to any Asset Sale, the
proceeds in the form of cash or Cash Equivalents including payments in respect
of deferred payment obligations when received in the form of cash or Cash
Equivalents (other than the portion of any such deferred payment constituting
interest) received by Holdings or any of its Restricted Subsidiaries from such
Asset Sale net of:

                (1)     reasonable out-of-pocket commissions, expenses and fees
        relating to such Asset Sale (including, without limitation, legal,
        accounting and investment banking fees and sales commissions and
        severance and relocation costs and expenses);

                (2)     net taxes paid or payable as a result of such Asset
        Sale;

                (3)     repayment of Indebtedness that is secured by the
        property or assets that are the subject of such Asset Sale or that is
        required by applicable law to be repaid out of the proceeds of such
        Asset Sale;

                (4)     amounts required to be paid to any Person (other than
        Holdings or any of its Restricted Subsidiaries) owning a beneficial
        interest in the assets which are subject to the Asset Sale; and

                (5)     appropriate amounts to be provided by Holdings or any
        Restricted Subsidiary, as the case may be, as a reserve, in accordance
        with GAAP, against any liabilities associated with such Asset Sale and
        retained by Holdings or any Restricted Subsidiary, as the case may be,
        after such Asset Sale, including, without limitation, pension and other
        post-employment benefit liabilities, liabilities related to
        environmental matters and liabilities under any indemnification
        obligations associated with such Asset Sale.

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

                "NOTES" means the Series A Notes and the Series B Notes, if any,
that are issued under this Indenture, as amended or supplemented from time to
time.

                "OBLIGATIONS" means all obligations for principal, premium,
interest, penalties, fees, indemnifications, reimbursements, damages and other
liabilities payable under the documentation governing any Indebtedness.

                "OFFICER" means (a) with respect to any Person that is a
corporation, the Chairman of the Board, the Chief Executive Officer, the
President, the Chief Operating Officer, any Vice President, the Chief Financial
Of-

                                      -10-
<Page>

ficer, the Treasurer, the Controller, the Secretary or any Assistant Treasurer
or Assistant Secretary of such Person and (b) with respect to any other Person,
the individuals selected by such Person to perform functions similar to those of
the officers listed in clause (a).

                "OFFICERS' CERTIFICATE" means, with respect to any Person, a
certificate signed by two Officers of such Person, one of whom must be the
Chairman of its Board, the Chief Executive Officer, the Chief Financial Officer,
the Treasurer or any principal accounting officer of such Person, that meets the
requirements of Sections 13.4 and 13.5 hereof.

                "OPINION OF COUNSEL" means an opinion from legal counsel that
meets the requirements of Sections 13.4 and 13.5 hereof. The counsel may be an
employee of or in-house counsel to an Issuer or any Subsidiary of Holdings.

                "PARI PASSU INDEBTEDNESS" means any Indebtedness of either
Issuer or any Guarantor that ranks PARI PASSU in right of payment with the Notes
or the Guarantee of such Guarantor, as applicable.

                "PERMITTED BUSINESS" means any business that is the same,
similar, reasonably related, complementary or incidental to the business in
which Holdings or any of its Restricted Subsidiaries is engaged on the Issue
Date.

                "PERMITTED HOLDERS" means (1) Castle Harlan Partners IV, L.P.
and any Person controlling, controlled by, or under common control with, and any
account controlled or managed by or under common control or management with
Castle Harlan Partners IV, L.P. and (2) Castle Harlan Inc. and employees,
management and directors of, and Persons owning accounts managed or advised by,
any of the foregoing and their respective Affiliates.

                "PERMITTED INDEBTEDNESS" means, without duplication, each of the
following:

                 (1)    Indebtedness under the Notes issued on the Issue Date
        and Guarantees thereof;

                 (2)    Indebtedness incurred pursuant to the Credit Agreement
        in an aggregate principal amount at any time outstanding not to exceed
        (x) the greater of (a) $60.0 million and (b) the sum of (A) $10.0
        million and (B) the Borrowing Base plus (y) an amount not exceeding the
        aggregate amount of Indebtedness that is permitted to be incurred, but
        has not been incurred, under clauses (10), (11), (12) and (17) of this
        definition;

                 (3)    other Indebtedness of Holdings and its Restricted
        Subsidiaries outstanding on the Issue Date reduced by the amount of any
        scheduled amortization payments or mandatory prepayments, in each case,
        when actually paid, or permanent reductions thereon;

                 (4)    Interest Swap Obligations of Holdings or any Restricted
        Subsidiary of Holdings covering Indebtedness of Holdings or any of its
        Restricted Subsidiaries; PROVIDED, HOWEVER, that such Interest Swap
        Obligations are entered into to protect Holdings and its Restricted
        Subsidiaries from fluctuations in interest rates;

                 (5)    Indebtedness under Currency Agreements; PROVIDED that
        (x) in the case of Currency Agreements which relate to Indebtedness,
        such Currency Agreements do not increase the Indebtedness of Holdings
        and its Restricted Subsidiaries outstanding other than as a result of
        fluctuations in foreign currency exchange rates or by reason of fees,
        indemnities and compensation payable thereunder and (y) such Currency
        Agreements are designed to protect Holdings or any Restricted Subsidiary
        of Holdings against fluctuations in currency values;

                 (6)    Indebtedness of a Restricted Subsidiary of Holdings to
        Holdings or to a Restricted Subsidiary of Holdings for so long as such
        Indebtedness is held by Holdings or a Restricted Subsidiary of Holdings
        or the holder of a Permitted Lien thereon, in each case subject to no
        Lien held by a Person other than Holdings or a Restricted Subsidiary of
        Holdings or the holder of a Permitted Lien thereon; PROVIDED

                                      -11-
<Page>

        that if as of any date any Person other than Holdings or a Restricted
        Subsidiary of Holdings or the holder of a Permitted Lien thereon owns or
        holds any such Indebtedness or holds a Lien in respect of such
        Indebtedness, such date shall be deemed the incurrence of Indebtedness
        not constituting Permitted Indebtedness under this clause (6) by the
        issuer of such Indebtedness;

                 (7)    Indebtedness of Holdings to a Restricted Subsidiary of
        Holdings for so long as such Indebtedness is held by a Restricted
        Subsidiary of Holdings and subject to no Lien, other than a Permitted
        Lien; PROVIDED that (a) any Indebtedness of Holdings to any Restricted
        Subsidiary of Holdings that is not a Guarantor is unsecured and
        subordinated, pursuant to a written agreement, to Holdings' obligations
        under this Indenture and the Notes and (b) if as of any date any Person
        other than a Restricted Subsidiary of Holdings or the holder of a
        Permitted Lien thereon owns or holds any such Indebtedness or holds a
        Lien in respect of such Indebtedness, such date shall be deemed the
        incurrence of Indebtedness not constituting Permitted Indebtedness under
        this clause (7) by Holdings;

                 (8)    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, HOWEVER, that such Indebtedness is extinguished within five
        business days of incurrence;

                 (9)    Indebtedness of Holdings or any of its Restricted
        Subsidiaries in respect of performance bonds, bankers' acceptances,
        workers' compensation claims, surety or appeal bonds, payment
        obligations in connection with self-insurance or similar obligations and
        bank overdrafts (and letters of credit in respect thereof) incurred in
        the ordinary course of business;

                (10)    Indebtedness represented by Capitalized Lease
        Obligations and Purchase Money Indebtedness of Holdings and its
        Restricted Subsidiaries incurred in the ordinary course of business not
        to exceed the greater of (a) $10.0 million and (b) 5% of Consolidated
        Tangible Assets (reduced by the aggregate amount of additional
        Indebtedness incurred under clause (2) hereof in reliance on this clause
        (10));

                (11)    Indebtedness consisting of guarantees by Holdings or any
        of its Restricted Subsidiaries of Indebtedness permitted to be incurred
        under this Indenture;

                (12)    Indebtedness of Holdings' Foreign Restricted
        Subsidiaries in an aggregate principal amount not to exceed the greater
        of (a) $45.0 million and (b) the Foreign Restricted Subsidiary Borrowing
        Base (reduced by the aggregate amount of additional Indebtedness
        incurred under clause (2) hereof in reliance on this clause (12));

                (13)    Refinancing Indebtedness;

                (14)    Indebtedness of Holdings or any of its Restricted
        Subsidiaries consisting of guarantees, indemnities or other obligations
        in respect of purchase price adjustments in connection with the
        acquisition or disposition of property or assets;

                (15)    Indebtedness of Holdings or any of its Restricted
        Subsidiaries to the extent the net proceeds thereof are promptly used to
        redeem the Notes in full or deposited to defease or discharge the Notes,
        in each case in accordance with this Indenture;

                (16)    Indebtedness of Holdings and its Restricted Subsidiaries
        consisting of Capitalized Lease Obligations not exceeding $10.0 million
        at any one time outstanding and incurred in connection with one or more
        Permitted Sale and Leaseback Transactions involving one or more
        properties that are owned on the Issue Date by one or more such
        Restricted Subsidiaries and that are located in Staphorst, The
        Netherlands, Hoogeveen, The Netherlands, and Fensmark, Denmark; and

                (17)    additional Indebtedness of Holdings and its Restricted
        Subsidiaries in an aggregate principal amount not to exceed $15.0
        million at any one time outstanding (reduced by the aggregate amount of
        additional Indebtedness incurred under clause (2) hereof in reliance on
        this clause (17)).

                                      -12-
<Page>

                For purposes of determining compliance with Section 4.9 hereof,
in the event that an item of Indebtedness meets the criteria of more than one of
the categories of Permitted Indebtedness described in clauses (1) through (17)
above or is entitled to be incurred pursuant to the Consolidated Fixed Charge
Coverage Ratio provisions of such Section, the Issuers shall, in their sole
discretion, classify (or later reclassify) such item of Indebtedness in any
manner that complies with such Section. Accrual of interest, accretion or
amortization of original issue discount, the payment of interest on any
Indebtedness in the form of additional Indebtedness with the same terms, and the
payment of dividends on Disqualified Capital Stock in the form of additional
shares of the same class of Disqualified Capital Stock will not be deemed to be
an incurrence of Indebtedness or an issuance of Disqualified Capital Stock for
purposes of Section 4.9 hereof.

                "PERMITTED INVESTMENTS" means:

                 (1)    Investments by Holdings or any Restricted Subsidiary of
        Holdings in any Person that is or will become immediately after such
        Investment a Restricted Subsidiary of Holdings or that will merge or
        consolidate into Holdings or a Restricted Subsidiary of Holdings;

                 (2)    Investments in Holdings by any Restricted Subsidiary of
        Holdings; PROVIDED that any Indebtedness evidencing such Investment and
        held by a Restricted Subsidiary of Holdings that is not a Subsidiary
        Guarantor is unsecured and subordinated, pursuant to a written
        agreement, to Holdings' obligations under its Guarantee and this
        Indenture;

                 (3)    Investments in cash and Cash Equivalents;

                 (4)    loans and advances to directors, employees and officers
        of Holdings and its Restricted Subsidiaries in the ordinary course of
        business for bona fide business purposes not in excess of $3.0 million
        at any one time outstanding;

                 (5)    Currency Agreements and Interest Swap Obligations
        entered into in the ordinary course of Holdings' or its Restricted
        Subsidiaries' businesses and not for speculative purposes and otherwise
        in compliance with this Indenture;

                 (6)    additional Investments having an aggregate fair market
        value at any time outstanding not to exceed $12.5 million;

                 (7)    Investments in securities of trade creditors or
        customers received pursuant to any plan of reorganization or similar
        arrangement upon the bankruptcy or insolvency of such trade creditors or
        customers or in good faith settlement of delinquent obligations of such
        trade creditors or customers;

                 (8)    Investments made by Holdings or its Restricted
        Subsidiaries as a result of consideration received in connection with an
        Asset Sale made in compliance with Section 4.10 hereof;

                 (9)    Investments existing on the Issue Date;

                (10)    any acquisition of assets solely in exchange for the
        issuance of Qualified Capital Stock of Holdings or any of its Restricted
        Subsidiaries;

                (11)    Investments made by Holdings or any of its Restricted
        Subsidiaries with the proceeds of a substantially concurrent offering of
        Qualified Capital Stock of Holdings or any other holding company of
        Holdings or the Issuers (which proceeds of any such offering of
        Qualified Capital Stock shall not have been, and shall not be, included
        in the calculation of the Restricted Payments Basket, except to the
        extent the proceeds thereof exceed the amounts used to effect such
        Investments);

                (12)    Investments represented by guarantees that are otherwise
        permitted under this Indenture; and

                                      -13-
<Page>

                (13)    advances to suppliers and customers in the ordinary
        course of business.

                "PERMITTED LIENS" means the following types of Liens:

                 (1)    Liens existing on the Issue Date;

                 (2)    Liens securing the Notes and the Guarantees;

                 (3)    Liens securing Indebtedness under the Credit Agreement
        permitted to be incurred pursuant to clause (2) of the definition of
        "Permitted Indebtedness";

                 (4)    Liens in favor of Holdings or any Restricted Subsidiary
        of Holdings;

                 (5)    Liens securing Refinancing Indebtedness which is
        incurred to Refinance any Indebtedness which has been secured by a Lien
        permitted under this Indenture and which has been incurred in accordance
        with the provisions of this Indenture; PROVIDED, HOWEVER, that such
        Liens: (i) taken as a whole are no less favorable to the Holders and are
        not more favorable to the lienholders with respect to such Liens than
        the Liens in respect of the Indebtedness being Refinanced; and (ii) do
        not extend to or cover any property or assets of Holdings or any of its
        Restricted Subsidiaries not securing the Indebtedness so Refinanced;

                 (6)    Liens for taxes, assessments or governmental charges or
        claims either (a) not delinquent or (b) being contested in good faith by
        appropriate proceedings and as to which Holdings or its Restricted
        Subsidiaries shall have set aside on its books such reserves as may be
        required pursuant to GAAP;

                 (7)    statutory Liens of landlords and Liens of carriers,
        warehousemen, mechanics, suppliers, materialmen, repairmen and other
        Liens imposed by law incurred in the ordinary course of business for
        sums not yet delinquent or being contested in good faith, if such
        reserve or other appropriate provision, if any, as shall be required by
        GAAP shall have been made in respect thereof;

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

                 (9)    Liens arising by reward of any judgment, decree or order
        of any court but not giving rise to an Event of Default so long as such
        Liens are adequately bonded and any appropriate legal proceedings which
        may have been duly initiated for the review of such judgment, decree or
        order shall not have been finally terminated or the period within which
        such proceedings may be initiated shall not have expired;

                (10)    survey exceptions, easements, rights-of-way, zoning
        restrictions and other similar charges or encumbrances in respect of
        real property not interfering in any material respect with the ordinary
        conduct of the business of Holdings or any of its Restricted
        Subsidiaries;

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

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

                                      -14-
<Page>

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

                (14)    Liens securing Interest Swap Obligations which Interest
        Swap Obligations relate to Indebtedness that is otherwise permitted
        pursuant to clause (4) of the definition of "Permitted Indebtedness";

                (15)    Liens securing Capitalized Lease Obligations and
        Purchase Money Indebtedness permitted to be incurred under this
        Indenture; PROVIDED, HOWEVER, that in the case of Capitalized Lease
        Obligations, such Liens do not extend to any property or assets which
        are not leased property subject to such Capitalized Lease Obligations;

                (16)    Liens securing Indebtedness under Currency Agreements
        permitted to be incurred pursuant to clause (5) of the definition of
        "Permitted Indebtedness";

                (17)    Liens securing Acquired Indebtedness incurred in
        accordance with Section 4.9; PROVIDED that:

                        (a)     such Liens secured such Acquired Indebtedness at
                the time of and prior to the incurrence of such Acquired
                Indebtedness by Holdings or a Restricted Subsidiary of Holdings
                and were not granted in connection with, or in anticipation of,
                the incurrence of such Acquired Indebtedness by Holdings or a
                Restricted Subsidiary of Holdings; and

                        (b)     such Liens do not extend to or cover any
                property or assets of Holdings or of any of its Restricted
                Subsidiaries other than the property or assets that secured the
                Acquired Indebtedness prior to the time such Indebtedness became
                Acquired Indebtedness of Holdings or a Restricted Subsidiary of
                Holdings and are no more favorable to the lienholders than those
                securing the Acquired Indebtedness prior to the incurrence of
                such Acquired Indebtedness by Holdings or a Restricted
                Subsidiary of Holdings;

                (18)    Liens securing Indebtedness incurred pursuant to clause
        (12), (14) (but in the case of clause (14) such Liens shall only be on
        the assets that are the subject of the transaction permitted by clause
        (14)), (15), (16) or (17) of the definition of "Permitted Indebtedness";

                (19)    any provision for the retention of title to an asset by
        the vendor or transferor of such asset which asset is acquired by
        Holdings or any Restricted Subsidiary of Holdings in a transaction
        entered into in the ordinary course of business of Holdings or such
        Restricted Subsidiary;

                (20)    Liens incurred in the ordinary course of business of
        Holdings or any Restricted Subsidiary of Holdings with respect to
        Obligations that do not exceed $10.0 million at any one time outstanding
        and that (a) are not incurred in connection with the borrowing of money
        or the obtaining of advances or credit (other than trade credit in the
        ordinary course of business) and (b) do not in the aggregate materially
        detract from the value of the property or materially impair the use
        thereof in the operation of business by Holdings or such Restricted
        Subsidiary;

                (21)    Liens arising from filing Uniform Commercial Code
        financing statements regarding leases;

                (22)    Liens in favor of customs and revenue authorities
        arising as a matter of law to secure payments of customs duties in
        connection with the importation of goods;

                (23)    deposits made in the ordinary course of business to
        secure liability to insurance carriers;

                (24)    rights of a licensor of intellectual property;

                                      -15-
<Page>

                (25)    leases, subleases, licenses and sublicenses granted to
        others that do not materially interfere with the ordinary course of
        business of Holdings and its Restricted Subsidiaries;

                (26)    banker's Liens, rights of setoff and similar Liens with
        respect to cash and Cash Equivalents on deposit in one or more bank
        accounts in the ordinary course of business;

                (27)    any interest or title of a lessor in the property
        subject to any capitalized lease or operating lease;

                (28)    Liens on property of, or on shares of Capital Stock or
        Indebtedness of, any Person existing at the time such Person becomes, a
        Restricted Subsidiary of Holdings, PROVIDED that such Liens do not (a)
        extend to or cover any property or assets of Holdings or any of its
        Restricted Subsidiaries other than the property or assets acquired or
        (b) secure Indebtedness (including Acquired Indebtedness); and

                (29)    any extension, renewal or replacement, in whole or in
        part, of any Lien described in clause (1), (15) or (17) of the
        definition of "Permitted Liens"; PROVIDED that any such extension,
        renewal or replacement is no more restrictive in any material respect
        that the Lien so extended, renewed or replaced and does not extend to
        any additional property or assets.

                "PERMITTED SALE AND LEASEBACK TRANSACTION" means any Sale and
Leaseback Transaction entered into by any Restricted Subsidiary of Holdings with
respect to any facility (including, without limitation, any manufacturing,
engineering, warehousing or administration facility), owned or leased by such
Restricted Subsidiary on the Issue Date.

                "PERMITTED TAX DISTRIBUTIONS" means the payment of any dividend
or distribution to the direct or indirect beneficial owners of shares of Capital
Stock of Holdings in an amount not to exceed the then maximum federal, state and
local income tax liabilities arising from income of Holdings and attributable to
them solely as a result of Holdings (and any intermediate entity through which
the holder owns such shares) being a limited liability company, partnership or
similar entity for federal income tax purposes.

                "PERSON" means an individual, partnership, corporation, limited
liability company, unincorporated organization or trust, or a governmental
agency or political subdivision thereof.

                "PORTAL MARKET" means the Portal Market operated by the National
Association of Securities Dealers, Inc. or any successor thereto.

                "PREFERRED STOCK" of any Person means any Capital Stock of such
Person that has preferential rights to any other Capital Stock of such Person
with respect to dividends or redemptions or upon liquidation.

                "PUBLIC EQUITY OFFERING" means an underwritten public offering
of Qualified Capital Stock of Holdings or any other holding company of Holdings
or the Issuers pursuant to a registration statement filed with the Commission in
accordance with the Securities Act; PROVIDED Holdings or any other such entity
contributes to the capital of the Issuers the portion of the net cash proceeds
of such Public Equity Offering necessary to pay the aggregate redemption price
(plus accrued and unpaid interest to the redemption date) of the Notes to be
redeemed pursuant to paragraph 6 of the Note.

                "PURCHASE DATE" means, with respect to any Note to be
repurchased, the date fixed for such repurchase by or pursuant to this
Indenture.

                "PURCHASE MONEY INDEBTEDNESS" means Indebtedness of Holdings and
its Restricted Subsidiaries incurred in the normal course of business for the
purpose of financing all or any part of the purchase price, or the cost of
design, development, installation, construction or improvement, of property or
equipment; PROVIDED, HOWEVER, that (i) the amount of such Indebtedness shall not
exceed such purchase price or cost and (ii) such Indebtedness shall not be
secured by any asset other than the specified asset being financed or, in the
case of real property or fixtures, including additions and improvements, the
real property to which such asset is attached.

                                      -16-
<Page>

                "PURCHASE PRICE" means the amount payable for the repurchase of
any Note on a Purchase Date, exclusive of accrued and unpaid interest and
Additional Interest (if any) thereon to the Purchase Date, unless otherwise
specifically provided herein.

                "QIB" means a qualified institutional buyer as defined in Rule
144A under the Securities Act.

                "QUALIFIED CAPITAL STOCK" means any Capital Stock that is not
Disqualified Capital Stock.

                "REDEMPTION DATE" means, with respect to any Note to be
redeemed, the date fixed for such redemption by or pursuant to this Indenture.

                "REDEMPTION PRICE" means the amount payable for the redemption
of any Note on a Redemption Date, exclusive of' accrued and unpaid interest and
Additional Interest (if any) thereon to the Redemption Date, unless otherwise
specifically provided herein.

                "REFINANCE" means, in respect of any security or Indebtedness,
to refinance, extend, renew, refund, repay, prepay, redeem, defease, replace or
retire, or to issue a security or Indebtedness in exchange or replacement for,
such security or Indebtedness in whole or in part. "REFINANCED" and
"REFINANCING" shall have correlative meanings.

                "REFINANCING INDEBTEDNESS" means any Refinancing by Holdings or
any Restricted Subsidiary of Holdings of Indebtedness incurred in accordance
with Section 4.9 hereof (other than pursuant to clause (2), (4), (5), (6), (7),
(8), (9), (10), (11), (12), (14), (15), (16) or (17) of the definition of
"Permitted Indebtedness"), in each case, other than Refinancing Indebtedness
incurred to Refinance all of the Notes, that does not:

                (1)     result in an increase in the aggregate principal amount
        of Indebtedness of such Person as of the date of such proposed
        Refinancing (plus accrued interest on the Indebtedness being Refinanced
        plus the amount of any premium required to be paid under the terms of
        the instrument governing such Indebtedness and plus the amount of
        reasonable fees and expenses incurred by Holdings and its Restricted
        Subsidiaries in connection with such Refinancing); or

                (2)     create Indebtedness with: (a) a Weighted Average Life to
        Maturity that is less than the Weighted Average Life to Maturity of the
        Indebtedness being Refinanced; or (b) a final maturity earlier than the
        final maturity of the Indebtedness being Refinanced; PROVIDED that (x)
        if such Indebtedness being Refinanced is Indebtedness solely of
        Holdings, then such Refinancing Indebtedness shall be Indebtedness
        solely of Holdings and (y) if such Indebtedness being Refinanced is
        subordinate or junior to the Notes, then such Refinancing Indebtedness
        shall be subordinate to the Notes at least to the same extent and in the
        same manner as the Indebtedness being Refinanced.

                "REGISTRATION RIGHTS AGREEMENT" means the registration rights
agreement dated as of the Issue Date among Holdings, the Issuers, the Subsidiary
Guarantors and the Initial Purchasers.

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

                "RESPONSIBLE OFFICER" means, when used with respect to the
Trustee, any officer within the corporate trust department of the Trustee,
including any vice president, assistant vice president, assistant secretary,
assistant treasurer, trust officer or any other officer of the Trustee who
customarily performs functions similar to those performed by the Persons who at
the time shall be such officers, respectively, or to whom any corporate trust
matter is referred because of such person's knowledge of and familiarity with
the particular subject and who shall have direct responsibility for the
administration of this Indenture.

                "RESTRICTED SUBSIDIARY" of any Person means any Subsidiary of
such Person which at the time of determination is not an Unrestricted
Subsidiary.

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

                                      -17-
<Page>

                "SALE AND LEASEBACK TRANSACTION" means any direct or indirect
arrangement with any Person or to which any such Person is a party, providing
for the leasing to Holdings or a Restricted Subsidiary of Holdings of any
property, whether owned by Holdings or any Restricted Subsidiary of Holdings at
the Issue Date or later acquired, which has been or is to be sold or transferred
by Holdings or such Restricted Subsidiary to such Person or to any other Person
from whom funds have been or are to be advanced by such Person on the security
of such Property.

                "SECURITIES ACT" means the Securities Act of 1933, as amended,
or any successor statute or statutes thereto.

                "SECURITIES PURCHASE AGREEMENT" means the Securities Purchase
Agreement dated April 15, 2003, among Holdings, the Company and each of the
seller parties listed on the signature pages thereto, as such agreement may be
amended (including any amendment and restatement thereof), supplemented or
otherwise modified from time to time; PROVIDED that any Indebtedness incurred
pursuant to such amendment or modification shall not result in any payments of
principal thereunder prior to any scheduled final maturity, scheduled repayment
or scheduled sinking fund payment thereunder as in effect on the Issue Date.

                "SERIES A NOTES" means the Issuers' 10 3/4% Senior Notes due
2011.

                "SERIES B NOTES" means notes issued by the Issuers hereunder
containing terms identical to the Series A Notes (except that (i) interest
thereon shall accrue from the last date on which interest was paid on the Series
A Notes or, if no such interest has been paid, from the date of original
issuance, (ii) the legend or legends relating to transferability and other
related matters set forth on the Series A Notes, including the text referred to
in footnote 2 of Exhibit A hereto, shall be removed or appropriately altered,
and (iii) as otherwise set forth herein), to be offered to Holders of Series A
Notes in exchange for Series B Notes pursuant to the Exchange Offer or any
exchange offer specified in any registration rights agreement relating to the
Additional Notes or in connection with the issuance of Additional Notes pursuant
to an effective registration statement filed pursuant to the Securities Act.

                "SIGNIFICANT SUBSIDIARY", with respect to any Person, means (1)
any Restricted Subsidiary of such Person that satisfies the criteria for a
"significant subsidiary" set forth in Rule 1.02(w) of Regulation S-X under the
Exchange Act as such Regulation is in effect on the Issue Date and (2) any
Restricted Subsidiary of such Person that, when aggregated with all other
Restricted Subsidiaries of such Person that are not otherwise Significant
Subsidiaries and as to which any event described in clause (f) or (g) of Section
6.1 hereof has occurred and is continuing, would constitute a Significant
Subsidiary under clause (1) of this definition.

                "SUBORDINATED INDEBTEDNESS" means Indebtedness of Holdings, the
Issuers or any Subsidiary Guarantor that is subordinated or junior in right of
payment to the Notes or such Guarantee, as the case may be.

                "SUBSIDIARY", with respect to any Person, means:

                (1)     any corporation of which the outstanding Capital Stock
        having at least a majority of the votes entitled to be cast in the
        election of directors under ordinary circumstances shall at the time be
        owned, directly or indirectly, by such Person or one or more
        Subsidiaries of such Person (or any combination thereof); or

                (2)     any other Person of which at least a majority of the
        voting interest under ordinary circumstances is at the time, directly or
        indirectly, owned by such Person or one or more Subsidiaries of such
        Person (or any combination thereof).

                "SUBSIDIARY GUARANTOR" means: (i) each of Holdings' Domestic
Restricted Subsidiaries (other than the Issuers) as of the Issue Date; and (ii)
each of Holdings' Domestic Restricted Subsidiaries that in the future executes a
supplemental indenture in which such Restricted Subsidiary agrees to be bound by
the terms of this Indenture as a Subsidiary Guarantor; PROVIDED that any Person
constituting a Subsidiary Guarantor as described above shall cease to constitute
a Subsidiary Guarantor when its respective Guarantee is released in accordance
with the terms of this Indenture.

                                      -18-
<Page>

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

                "TRANSFER RESTRICTED SECURITY" means a Note that is a restricted
security as defined in Rule 144(a)(3) under the Securities Act.

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

                "UNRESTRICTED SUBSIDIARY" of any Person means:

                (1)     any Subsidiary of such Person that at the time of
        determination shall be or continue to be designated an Unrestricted
        Subsidiary by the Board of Directors of such Person in the manner
        provided below; and

                (2)     any Subsidiary of an Unrestricted Subsidiary.

                The Board of Directors may designate any Subsidiary (other than
any Issuer) (including any newly acquired or newly formed Subsidiary) to be an
Unrestricted Subsidiary unless such Subsidiary owns any Capital Stock of, or
owns or holds any Lien on any property of, Holdings or any other Restricted
Subsidiary of Holdings that is not a Subsidiary of the Subsidiary to be so
designated; PROVIDED that:

                (1)     Holdings certifies to the Trustee that such designation
        complies with Section 4.7 hereof; and

                (2)     each Subsidiary to be so designated and each of its
        Subsidiaries has not at the time of designation, and does not
        thereafter, create, incur, issue, assume, guarantee or otherwise become
        directly or indirectly liable with respect to any Indebtedness pursuant
        to which the lender has recourse to any of the assets of Holdings or any
        of its Restricted Subsidiaries.

                For purposes of making the determination of whether any such
designation of a Subsidiary as an Unrestricted Subsidiary complies with Section
4.7 hereof, the portion of the fair market value of the net assets of such
Subsidiary of Holdings at the time that such Subsidiary is designated as an
Unrestricted Subsidiary that is represented by the interest of Holdings and its
Restricted Subsidiaries in such Subsidiary, in each case as determined in good
faith by the Board of Directors of Holdings, or, with respect to any Restricted
Subsidiary acquired or created after the Issue Date, if less, the amount of the
value of the Investment in such Subsidiary when made, shall be deemed to be an
Investment. Such designation will be permitted only if such Investment would be
permitted at such time under Section 4.7 hereof.

                The Board of Directors may designate any Unrestricted Subsidiary
to be a Restricted Subsidiary only if:

                (1)     immediately after giving effect to such designation,
        Holdings is able to incur at least $1.00 of additional Indebtedness
        (other than Permitted Indebtedness) in compliance with Section 4.9
        hereof; and

                (2)     immediately before and immediately after giving effect
        to such designation, no Default or Event of 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.

                                      -19-
<Page>

                Holdings may not designate either of the Issuers as an
Unrestricted Subsidiary.

                "U.S. GOVERNMENT SECURITIES" means securities which are (i)
direct obligations of the United States of America for the payment of which its
full faith and credit is pledged or (ii) obligations of a person controlled or
supervised by and acting as an agency or instrumentality of the United States of
America, the payment of which is unconditionally guaranteed as a full faith and
credit obligation by the United States of America, which, in either case, are
not callable or redeemable at the option of the issuer thereof, and shall also
include a depository receipt issued by a bank or trust company as custodian with
respect to any such U.S. Government Securities or a specific payment of interest
on or principal of any such U.S. Government Securities held by such custodian
for the account of the holder of a depository receipt; PROVIDED that (except as
required by law) such custodian is not authorized to make any deduction from the
amount payable to the holder of such depository receipt from any amount received
by the custodian in respect of the U.S. Government Securities or the specific
payment of interest on or principal of the U.S. Government Securities evidenced
by such depository receipt.

                "U.S. PERSON" means any U.S. Person as defined in Regulation S.

                "WEIGHTED AVERAGE LIFE TO MATURITY" means, when applied to any
Indebtedness at any date, the number of years obtained by dividing (a) the then
outstanding aggregate principal amount of such Indebtedness into (b) the sum of
the total of the products obtained by multiplying (i) the amount of each then
remaining installment, sinking fund, serial maturity or other required payment
of principal, including payment at final maturity, in respect thereof, by (ii)
the number of years (calculated to the nearest one-twelfth) which will elapse
between such date and the making of such payment.

                "WHOLLY OWNED RESTRICTED SUBSIDIARY" of any Person means any
Wholly Owned Subsidiary of such Person which at the time of determination is a
Restricted Subsidiary of such Person.

                "WHOLLY OWNED SUBSIDIARY" of any Person means any Subsidiary of
such Person of which all the outstanding securities which confer on the holders
thereof the right to elect directors or their functional equivalents (other than
in the case of a foreign Subsidiary, directors' qualifying shares or an
immaterial amount of shares required to be owned by other Persons pursuant to
applicable law) are owned by such Person or any Wholly Owned Subsidiary of such
Person.

Section 1.2.    OTHER DEFINITIONS.

<Table>
<Caption>
                 Term                                                        Defined in Section
                 ----                                                        ------------------
                 <S>                                                                <C>
                 "Affiliate Transaction"............................                4.11
                 "Agent Members"....................................                 2.6
                 "Certificated Notes"...............................                 2.1
                 "Change of Control Offer"..........................                4.15
                 "Change of Control Offer Period"...................                 3.9
                 "Covenant Defeasance"..............................                 8.3
                 "Event of Default".................................                 6.1
                 "Excluded Sale and Leaseback Transactions".........                4.10
                 "Foreign Person"...................................                 2.6
                 "Global Notes".....................................                 2.1
                 "incur"............................................                 4.9
                 "Institutional Accredited Investors"...............                 2.1
                 "Legal Defeasance".................................                 8.2
                 "Net Proceeds Offer"...............................                4.10
                 "Net Proceeds Offer Amount"........................                4.10
                 "Net Proceeds Offer Trigger Date"..................                4.10
                 "Notice of Acceleration"...........................                 6.2
                 "Offshore Certificated Notes"......................                 2.1
                 "Paying Agent".....................................                 2.3
</Table>

                                      -20-
<Page>

<Table>
<Caption>
                 Term                                                        Defined in Section
                 ----                                                        ------------------
                 <S>                                                                <C>
                 "Permanent Regulation S Global Note"...............                 2.1
                 "Private Placement Legend".........................                 2.6
                 "Reference Date"...................................                 4.7
                 "Registrar"........................................                 2.3
                 "Regulation S Global Note".........................                 2.1
                 "Replacement Assets"...............................                4.10
                 "Restricted Payment"...............................                 4.7
                 "Restricted Payment Basket"........................                 4.7
                 "Rule 144A Global Note"............................                 2.1
                 "Special Redemption"...............................                 3.8
                 "Surviving Entity".................................                 5.1
                 "Temporary Regulation S Global Note"...............                 2.1
                 "U.S. Certificated Notes"..........................                 2.1
</Table>

Section 1.3.    INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT.

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

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

                "INDENTURE SECURITIES" means the Notes;

                "INDENTURE SECURITY HOLDER" means a Holder;

                "INDENTURE TO BE QUALIFIED" means this Indenture;

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

                "OBLIGOR" on the Notes means the Issuers and any successor
obligor upon the Notes.

                All other terms used in this Indenture that are defined by the
TIA, defined by TIA reference to another statute or defined by Commission rule
under the TIA have the meanings so assigned to them.

Section 1.4.    RULES OF CONSTRUCTION.

                Unless the context otherwise requires:

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

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

                (c)     "or" is not exclusive;

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

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

                (f)     references to sections of or rules under the Securities
        Act, the Exchange Act and the TIA shall be deemed to include substitute,
        replacement and successor sections or rules adopted by the Commission
        from time to time.

                                      -21-
<Page>

Section 1.5.    ACTS OF HOLDERS.

                (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 an 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 Issuers. Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "ACT" of 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 7.1) conclusive in favor of the Trustee and
the Issuers, if made in the manner provided in this Section.

                (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 or her the execution thereof.
Where such execution is by an officer of a corporation or a member of a
partnership, on behalf of such corporation or partnership, such certificate or
affidavit shall also constitute sufficient proof of his or her authority.

                (c)     The ownership of Notes shall be proved by the register
maintained by the Registrar.

                (d)     Any request, demand, authorization, direction, notice,
consent, waiver or other Act of the Holder of any Note shall bind every future
Holder of the same Note and the Holder of every Note issued upon the
registration of transfer thereof or in exchange therefor or in lieu thereof in
respect of anything done or suffered to be done by the Trustee or the Issuers in
reliance thereon, whether or not notation of such action is made upon such Note.

                                   ARTICLE II.

                                    THE NOTES

Section 2.1.    FORM AND DATING.

                The Series A Notes and the Trustee's certificate of
authentication relating thereto shall be substantially in the form of Exhibit A
hereto. The Notes may have notations, legends or endorsements required by law,
stock exchange rule or usage in addition to those set forth in Exhibit A hereto.
The Series B Notes shall be substantially in the form of Exhibit B hereto. The
notation on each Note relating to the Guarantees shall be substantially in the
form set forth on Exhibit C hereto. Each Note shall be dated the date of its
authentication. The Notes shall be in denominations of $1,000 and integral
multiples thereof.

                The terms and provisions contained in the Notes and Guarantees
shall constitute, and are hereby expressly made, a part of this Indenture and
the Issuers, the Guarantors and the Trustee, by their execution and delivery of
this Indenture, expressly agree to such terms and provisions and to be bound
thereby.

                Notes offered and sold in reliance on Rule 144A shall be issued
initially in the form of a single permanent global Note in registered form,
substantially in the form set forth in Exhibit A (the "RULE 144A GLOBAL NOTE"),
deposited with the Trustee, as custodian for the Depositary or its nominee, duly
executed by the Issuers and authenticated by the Trustee as hereinafter provided
and shall bear the legend set forth in Section 2.6(h). The aggregate principal
amount of the Rule 144A Global Note may from time to time be increased or
decreased by adjustments made on the records of the Trustee, as custodian for
the Depositary or its nominee, as hereinafter provided.

                Notes offered and sold in offshore transactions in reliance on
Regulation S shall be issued initially in the form of a single temporary global
Note in registered form, substantially in the form set forth in Exhibit A (the
"TEMPORARY REGULATION S GLOBAL NOTE"), deposited with the Trustee, as custodian
for the Depositary or its nominee, duly executed by the Issuers and
authenticated by the Trustee as hereinafter provided and shall bear the legend
set

                                      -22-
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forth in Section 2.6(h). At any time following 40 days after the later of the
commencement of the offering of the Notes and the Issue Date, upon receipt by
the Trustee and the Issuers of a duly executed certificate substantially in the
form of Exhibit D(1) hereto, a single permanent Global Note in registered form
substantially in the form set forth in Exhibit A (the "PERMANENT REGULATION S
GLOBAL NOTE," and together with the Temporary Regulation S Global Note, the
"REGULATION S GLOBAL NOTE") duly executed by the Issuers and authenticated by
the Trustee as hereinafter provided shall be deposited with the Trustee, as
custodian for the Depositary or its nominee, and the Registrar shall reflect on
its books and records the date and a decrease in the principal amount of the
Regulation S Global Note in an amount equal to the principal amount of the
beneficial interest in the Regulation S Global Note transferred.

                Notes offered and sold to institutional accredited investors (as
defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act)
("INSTITUTIONAL ACCREDITED INVESTORS") shall be issued in the form of permanent
U.S. Certificated Notes in registered form in substantially the form set forth
in Exhibit A (the "U.S. CERTIFICATED NOTES"). Securities issued pursuant to
Section 2.6 hereof in exchange for interests in the Rule 144A Global Note or the
Regulation S Global Note shall be in the form of permanent Certificated Notes in
registered form substantially in the form set forth in Exhibit A (the "OFFSHORE
CERTIFICATED Notes").

                The Offshore Certificated Notes and U.S. Certificated Notes are
sometimes collectively herein referred to as the "CERTIFICATED NOTES." The Rule
144A Global Note and the Regulation S Global Note are sometimes referred to
herein as the "GLOBAL NOTES."

Section 2.2.    EXECUTION AND AUTHENTICATION.

                Two Officers of each of the Issuers shall sign the Notes for the
Issuers by manual or facsimile signature.

                If an Officer whose signature is on a Note was an Officer at the
time of such execution but no longer holds that office or position at the time a
Note is authenticated, the Note shall nevertheless be valid. Each Guarantor
shall execute a Guarantee in the manner set forth in Section 11.7.

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

                The Trustee, upon a written order of the Issuers signed by two
Officers of each of the Issuers, together with the other documents required by
Sections 13.4 and 13.5 hereof, shall authenticate (i) Series A Notes for
original issue on the Issue Date in the aggregate principal amount not to exceed
$150,000,000 and (ii) subject to Section 4.9 hereof, Additional Notes. The
Trustee, upon written order of the Issuers signed by two Officers of each of the
Issuers, together with the other documents required by Sections 13.4 and 13.5
hereof, shall authenticate Series B Notes; PROVIDED that such Series B Notes
shall be issuable only upon the valid surrender for cancellation of Series A
Notes of a like aggregate principal amount in accordance with the Exchange Offer
or an exchange offer specified in any registration rights agreement relating to
the Additional Notes. Such written order of the Issuers shall specify the amount
of Notes to be authenticated and the date on which the original issue of Notes
is to be authenticated. Any Additional Notes shall be part of the same issue as
the Notes being issued on the Issue Date and will vote on all matters as one
class with the Notes being issued on the Issue Date, including, without
limitation, waivers, amendments, redemptions, Change of Control Offers and Net
Proceeds Offers. For the purposes of this Indenture, except for Section 4.9
hereof, references to the Notes include Additional Notes, if any.

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

Section 2.3.    REGISTRAR AND PAYING AGENT.

                The Issuers shall maintain an office or agency where Notes may
be presented or surrendered for registration of transfer or for exchange
("REGISTRAR") and an office or agency where Notes may be presented for

                                      -23-
<Page>

payment ("PAYING AGENT"). The Registrar shall keep a register of the Notes and
of their transfer and exchange. At the option of the Issuers, payment of
interest and Additional Interest may be made by check mailed to the Holders at
their addresses set forth in the register of Holders, PROVIDED that payment by
wire transfer of immediately available funds will be required with respect to
principal, Redemption Price and Purchase Price of, and interest and Additional
Interest (if any) on, all Global Notes and all other Notes the Holders of which
shall have provided wire transfer instructions to the Trustee or the Paying
Agent. The Issuers may appoint one or more co-registrars and one or more
additional paying agents. The term "Registrar" includes any co-registrar and the
term "Paying Agent" includes any additional paying agent. The Issuers may change
any Paying Agent or Registrar without notice to any Holder. The Issuers shall
notify the Trustee in writing of the name and address of any Paying Agent not a
party to this Indenture. If the Issuers fail to appoint or maintain another
entity as Registrar or Paying Agent, the Trustee shall act as such. The Issuers
may act as Paying Agent or Registrar. The Depositary shall, by acceptance of a
Global Note, agree that transfers of beneficial interests in such Global Note
may be effected only through a book-entry system maintained by the Depositary
(or its agent), and that ownership of a beneficial interest in the Note shall be
required to be reflected in a book entry.

                In the event that the Issuers are required to pay Additional
Interest to holders of Notes pursuant to the Registration Rights Agreement, the
Issuers will provide written notice ("Additional Interest Notice") to the
Trustee of their obligation to pay Additional Interest no later than fifteen
days prior to the proposed payment date for the Additional Interest, and the
Additional Interest Notice shall set forth the amount of Additional Interest to
be paid by the Issuers on such payment date. The Trustee shall not at any time
be under any duty or responsibility to any holder of Notes to determine the
Additional Interest, or with respect to the nature, extent, or calculation of
the amount of Additional Interest when made, or with respect to the method
employed in such calculation of the Additional Interest.

                The Issuers initially appoint the Trustee to act as the
Registrar and Paying Agent and to act as Note Custodian with respect to the
Global Notes, until such time as the Trustee has resigned or a successor has
been appointed.

Section 2.4.    PAYING AGENTS TO HOLD MONEY IN TRUST.

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

Section 2.5.    HOLDER LISTS.

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

Section 2.6.    TRANSFER AND EXCHANGE.

                (a)     TRANSFER AND EXCHANGE GENERALLY: BOOK ENTRY PROVISIONS.
Upon surrender for registration of transfer of any Note to the Registrar, and
satisfaction of the requirements for such transfer set forth in this Section
2.6, the Issuers shall execute, and the Trustee shall authenticate and deliver,
in the name of the designated

                                      -24-
<Page>

transferee or transferees, one or more new Notes of any authorized denominations
and of a like aggregate principal amount and bearing such restrictive legends as
may be required by this Indenture.

                Notes may be exchanged for other Notes of any authorized
denominations and of a like aggregate principal amount, upon surrender of the
Notes to be exchanged at any such office or agency maintained by the Issuers
pursuant to Section 4.2 hereof. Whenever any Notes are so surrendered for
exchange, the Issuers shall execute, and the Trustee shall authenticate and
deliver, the Notes which the Holder making the exchange is entitled to receive
bearing registration numbers not contemporaneously outstanding.

                All Notes presented or surrendered for registration of transfer
or exchange shall be duly endorsed, or be accompanied by a written instrument or
instruments of transfer in form satisfactory to the Issuers and the Registrar,
and the Notes shall be duly executed by the Holder thereof or his attorney duly
authorized in writing. Except as otherwise provided in this Indenture, and in
addition to the requirements set forth in the legend referred to in Section
2.6(h)(i) hereof, in connection with any transfer of Transfer Restricted
Securities any request for transfer shall be accompanied by a certification to
the Trustee relating to the manner of such transfer substantially in the form of
Exhibit D(2) hereto.

                (b)     BOOK-ENTRY PROVISIONS FOR THE GLOBAL NOTES. The Rule
144A Global Note and Regulation S Global Note initially shall (i) be registered
in the name of the Depositary or the nominee of such Depositary, (ii) be
delivered to the Trustee as custodian for the Depositary or its nominee and
(iii) bear legends as set forth in Section 2.6(h) hereof.

                Members of, or participants in, the Depositary ("AGENT MEMBERS")
shall have no rights under this Indenture with respect to any Rule 144A Global
Note or Regulation S Global Note, as the case may be, held on their behalf by
the Depositary, or the Trustee as its custodian, or under the Rule 144A Global
Note or Regulation S Global Note, as the case may be, and the Depositary may be
treated by the Issuers, the Trustee and any agent of the Issuers or the Trustee
as the absolute owner of Rule 144A Global Note or Regulation S Global Note, as
the case may be, for all purposes whatsoever. Notwithstanding the foregoing,
nothing herein shall prevent the Issuers, the Trustee or any agent of the
Issuers or the Trustee, from giving effect to any written certification, proxy
or other authorization furnished by the Depositary or impair, as between the
Depositary and its Agent Members, the operation of customary practices governing
the exercise of the rights of a holder of any Note.

                Transfers of the Rule 144A Global Note and the Regulation S
Global Note shall be limited to transfers of such Rule 144A Global Note or
Regulation S Global Note in whole, but not in part, to the Depositary, its
successors or their respective nominees. Beneficial interests in the Rule 144A
Global Note and the Regulation S Global Note may be transferred in accordance
with the applicable rules and procedures of the Depositary and the provisions of
this Section 2.6. The registration of transfer and exchange of beneficial
interests in the Global Note, which does not involve the issuance of a
Certificated Note, shall be effected through the Depositary, in accordance with
this Indenture (including the restrictions on transfer set forth herein) and the
procedures of the Depositary therefor. The Trustee shall have no responsibility
or liability for any act or omission of the Depositary.

                At any time at the request of the beneficial holder of an
interest in the Rule 144A Global Note or Permanent Regulation S Global Note to
obtain a Certificated Note, such beneficial holder shall be entitled to obtain a
Certificated Note upon written request to the Trustee and the Note Custodian in
accordance with the standing instructions and procedures existing between the
Note Custodian and Depositary for the issuance thereof. Upon receipt of any such
request, the Trustee, or the Note Custodian at the direction of the Trustee,
will cause, in accordance with the standing instructions and procedures existing
between the Depositary and the Note Custodian, the aggregate principal amount of
the Rule 144A Global Note or Permanent Regulation S Global Note, as appropriate,
to be reduced by the principal amount of the Certificated Note issued upon such
request to such beneficial holder and, following such reduction, the Issuers
will execute and the Trustee will authenticate and deliver to such beneficial
holder (or its nominee) a Certificated Note or Certificated Notes in the
appropriate aggregate principal amount in the name of such beneficial holder (or
its nominee) and bearing such restrictive legends as may be required by this
Indenture.

                                      -25-
<Page>

                (c)     TRANSFERS TO NON-QIB INSTITUTIONAL ACCREDITED INVESTORS.
The following provisions shall apply with respect to the registration of any
proposed transfer of a Transfer Restricted Security to any Institutional
Accredited Investor that is not a QIB (other than any Person that is not a U.S.
Person as defined under Regulation S, a "FOREIGN PERSON"):

                (i)     the Registrar shall register the transfer of any Note,
        whether or not such Note bears the Private Placement Legend, if (x) (A)
        the requested transfer is at least two years after the later of the
        Issue Date of the Notes and (B) the proposed transferee has certified to
        the Registrar that the requested transfer is at least two years after
        last date on which such Note was held by an Affiliate of the Issuers, or
        (y) the proposed transferee has delivered to the Registrar (A) a
        certificate substantially in the form of Exhibit E hereto and (B) such
        certifications, legal opinions and other information as the Trustee and
        the Issuers may reasonably request to confirm that such transaction is
        in compliance with the Securities Act; and

                (ii)    if the proposed transferor is an Agent Member holding a
        beneficial interest in the Global Note, upon receipt by the Registrar of
        (x) the documents, if any, required by clause (i) and (y) instructions
        given in accordance with the Depositary's and the Registrar's
        procedures, the Registrar shall reflect on its books and records the
        date and a decrease in the principal amount of the Global Note in an
        amount equal to the principal amount of the beneficial interest in the
        Global Note to be transferred, and the Issuers shall execute, and the
        Trustee shall authenticate and deliver, one or more Certificated Notes
        of like tenor and amount.

                (d)     TRANSFERS TO QIBs. The following provisions shall apply
with respect to the registration of any proposed transfer of a Transfer
Restricted Security to a QIB (other than Foreign Persons):

                (i)     if the Note to be transferred consists of Certificated
        Notes or an interest in the Regulation S Global Note, the Registrar
        shall register the transfer if such transfer is being made by a proposed
        transferor who has checked the box provided for on a certificate
        substantially in the form of Exhibit D(2) stating, or has otherwise
        advised the Issuers and the Registrar in writing, that the sale has been
        made in compliance with the provisions of Rule 144A to a transferee who
        is a QIB within the meaning of Rule 144A and is aware that the sale to
        it is being made in reliance on Rule 144A; and

                (ii)    if the proposed transferee is an Agent Member, and the
        Note to be transferred consists of Certificated Notes or an interest in
        the Regulation S Global Note, upon receipt by the Registrar of the
        documents referred to in clause (i) and instructions given in accordance
        with the Depositary's and the Registrar's procedures, the Registrar
        shall reflect on its books and records the date and an increase in the
        principal amount of the Rule 144A Global Note in an amount equal to the
        principal amount of the Certificated Notes or the interest in the
        Regulation S Global Note, as the case may be, to be transferred, and the
        Trustee shall cancel the Certificated Notes or decrease the amount of
        the Regulation S Global Note so transferred.

                (e)     TRANSFERS OF INTERESTS IN THE TEMPORARY REGULATION S
GLOBAL NOTE. The following provisions shall apply with respect to the
registration of any proposed transfer of interests in the Temporary Regulation S
Global Note:

                (i)     the Registrar shall register the transfer of an interest
        in the Temporary Regulation S Global Note if (x) the proposed transferor
        has delivered to the Registrar a certificate substantially in the form
        of Exhibit F hereto stating, among other things, that the proposed
        transferee is a Foreign Person or (y) the proposed transferee is a QIB
        and the proposed transferor has checked the box provided for on a
        certificate substantially in the form of Exhibit D(2) stating, or has
        otherwise advised the Issuers and the Registrar in writing, that the
        sale has been made in compliance with the provisions of Rule 144A to a
        transferee who is a QIB within the meaning of Rule 144A, and is aware
        that the sale to it is being made in reliance on Rule 144A; and

                (ii)    if the proposed transferee is an Agent Member, upon
        receipt by the Registrar of the documents referred to in clause (i)(y)
        above and instructions given in accordance with the Depositary's and the
        Registrar's procedures, the Registrar shall reflect on its books and
        records the date and an increase in

                                      -26-
<Page>

        the principal amount of the Rule 144A Global Note in an amount equal to
        the principal amount of the Temporary Regulation S Global Note to be
        transferred, and the Trustee, as Note Custodian, shall decrease the
        amount of the Temporary Regulation S Global Note.

                (f)     TRANSFERS TO FOREIGN PERSONS. The following provisions
shall apply with respect to any transfer of a Transfer Restricted Security to a
Foreign Person:

                 (i)    the Registrar shall register any proposed transfer of a
        Note to a Foreign Person upon receipt of a certificate substantially in
        the form of Exhibit F hereto from the proposed transferor and such
        certifications, legal opinions and other information as the Trustee or
        the Issuers may reasonably request; and

                (ii)    (a) if the proposed transferor is an Agent Member
        holding a beneficial interest in the Rule 144A Global Note or the Note
        to be transferred consists of Certificated Notes, upon receipt by the
        Registrar of (x) the documents, if any, required by paragraph (i) and
        (y) instructions in accordance with the Depositary's and the Registrar's
        procedures, the Registrar shall reflect on its books and records the
        date and a decrease in the principal amount of the Rule 144A Global Note
        in an amount equal to the principal amount of the beneficial interest in
        the Rule 144A Global Note or cancel the Certificated Notes, as the case
        may be, to be transferred, and (b) if the proposed transferee is an
        Agent Member, upon receipt by the Registrar of instructions given in
        accordance with the Depositary's and the Registrar's procedures, the
        Registrar shall reflect on its books and records the date and an
        increase in the principal amount of the Regulation S Global Note in an
        amount equal to the principal amount of the Certificated Notes to be
        transferred, and the Trustee shall decrease the amount of the Rule 144A
        Global Note.

                (g)     THE DEPOSITARY. The Depositary shall be a clearing
agency registered under the Exchange Act. The Issuers initially appoint The
Depository Trust Company to act as Depositary with respect to the Global Note.
Initially, the Rule 144A Global Note and the Regulation S Global Note shall be
issued to the Depositary, registered in the name of Cede & Co., as the nominee
of the Depositary, and deposited with the Note Custodian for Cede & Co.

                Notes in Certificated form issued in exchange for all or a part
of a Global Note pursuant to this Section 2.6 shall be registered in such names
and in such authorized denominations as the Depositary, pursuant to instructions
from its direct or indirect participants or otherwise, shall instruct the
Trustee. Upon execution and authentication, the Trustee shall deliver such
Certificated Notes in Certificated form to the persons in whose names such Notes
in Certificated form are so registered.

                Certificated Notes shall be transferred to all beneficial owners
in exchange for their beneficial interests in the Rule 144A Global Note or the
Permanent Regulation S Global Note, as the case may be, if at any time:

                 (i)    the Depositary for the Notes notifies the Issuers that
        the Depositary is unwilling or unable to continue as Depositary for the
        Rule 144A Global Note or the Permanent Regulation S Global Note, as the
        case may be, and a successor Depositary is not appointed by the Issuers
        within 90 days after delivery of such notice; or

                (ii)    the Issuers, at their sole discretion, notify the
        Trustee in writing that they elect to cause the issuance of Certificated
        Notes under this Indenture,

and the Issuers shall execute, and the Trustee shall, upon receipt of an
authentication order in accordance with Section 2.2 hereof, authenticate and
deliver Certificated Notes in an aggregate principal amount equal to the
principal amount of the Rule 144A Global Note or the Permanent Regulation S
Global Note, as the case may be, in exchange for such Global Notes.

                (h)     LEGENDS.

                  (i)   Except as permitted by the following paragraphs (ii) and
(iii), each Note certificate evidencing Global Notes and Certificated Notes (and
all Notes issued in exchange therefor or substitution thereof) shall

                                      -27-
<Page>

(x) be subject to the restrictions on transfer set forth in this Section 2.6
(including those set forth in the legend below) unless such restrictions on
transfer shall be waived by written consent of the Issuers, and the Holder of
each Transfer Restricted Security, by such Holder's acceptance thereof, agrees
to be bound by all such restrictions on transfer and (y) bear the legend set
forth below (the "PRIVATE PLACEMENT LEGEND"):

        THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933,
        AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED
        OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT
        OF, U.S. PERSONS EXCEPT AS SET FORTH BELOW. BY ITS ACQUISITION HEREOF,
        THE HOLDER (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL
        BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS
        NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE
        TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT,
        (2) AGREES THAT IT WILL NOT WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE
        OF THIS NOTE RESELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO
        ADVANCED ACCESSORY SYSTEMS, LLC OR AAS CAPITAL CORPORATION OR ANY OF
        THEIR SUBSIDIARIES, (B) INSIDE THE UNITED STATES TO A QUALIFIED
        INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES
        ACT, (C) INSIDE THE UNITED STATES TO AN ACCREDITED INVESTOR (AS DEFINED
        IN RULE 501(a)(1), (2), (3), OR (7) UNDER THE SECURITIES ACT (AN
        "ACCREDITED INVESTOR") THAT, PRIOR TO SUCH TRANSFER, FURNISHES (OR HAS
        FURNISHED ON ITS BEHALF BY A U.S. BROKER-DEALER) TO THE TRUSTEE A SIGNED
        LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE
        RESTRICTIONS ON TRANSFER OF THIS SECURITY (THE FORM OF WHICH LETTER CAN
        BE OBTAINED FROM THE TRUSTEE FOR THIS NOTE), (D) OUTSIDE THE UNITED
        STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE
        SECURITIES ACT (IF AVAILABLE), (E) PURSUANT TO THE EXEMPTION FROM
        REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF
        AVAILABLE), (F) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE
        REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN
        OPINION OF COUNSEL IF ADVANCED ACCESSORY SYSTEMS, LLC OR AAS CAPITAL
        CORPORATION SO REQUESTS), OR (G) PURSUANT TO AN EFFECTIVE REGISTRATION
        STATEMENT UNDER THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO
        EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO
        THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS NOTE
        WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS NOTE, IF THE
        PROPOSED TRANSFEREE IS AN ACCREDITED INVESTOR, THE HOLDER MUST, PRIOR TO
        SUCH TRANSFER, FURNISH TO THE TRUSTEE, ADVANCED ACCESSORY SYSTEMS, LLC
        OR AAS CAPITAL CORPORATION SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER
        INFORMATION AS ANY OF THEM MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH
        TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A
        TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
        SECURITIES ACT. AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION,"
        "UNITED STATES" AND "U.S. PERSON" HAVE THE MEANING GIVEN TO THEM BY
        REGULATION S UNDER THE SECURITIES ACT.

                 (ii)   Upon any sale or transfer of a Transfer Restricted
Security (including any Transfer Restricted Security represented by a Global
Note) pursuant to Rule 144 under the Securities Act or pursuant to an effective
registration statement under the Securities Act:

                (a)     in the case of any Transfer Restricted Security that is
        a Certificated Note, the Registrar shall permit the Holder thereof to
        exchange such Transfer Restricted Security for a Certificated Note that
        does not bear the legend set forth in (i) above and rescind any
        restriction on the transfer of such Transfer Restricted Security; and

                                      -28-
<Page>

                (b)     in the case of any Transfer Restricted Security
        represented by a Global Note, such Transfer Restricted Security shall
        not be required to bear the legend set forth in (i) above, but shall
        continue to be subject to the provisions of Section 2.6(b) hereof;
        PROVIDED, HOWEVER, that with respect to any request for an exchange of a
        Transfer Restricted Security that is represented by a Global Note for a
        Certificated Note that does not bear the legend set forth in (i) above,
        which request is made in reliance upon Rule 144, the Holder thereof
        shall certify in writing to the Registrar that such request is being
        made pursuant to Rule 144 (such certifications to be substantially in
        the form of Exhibit D(2) hereto).

                (iii)   Notwithstanding the foregoing, upon consummation of the
Exchange Offer, the Issuers shall issue and, upon receipt of an authentication
order in accordance with Section 2.2 hereof, the Trustee shall authenticate
Series B Notes in exchange for Series A Notes accepted for exchange in the
Exchange Offer, which Series B Notes shall not bear the legend set forth in (i)
above, and the Registrar shall rescind any restriction on the transfer of such
Series A Notes, in each case unless the Issuers have notified the Registrar in
writing that the Holder of such Series A Notes is either (A) a broker-dealer,
(B) a Person participating in the distribution of the Series A Notes or (C) a
Person who is an affiliate (as defined in Rule 144A) of the Issuers.

                 (iv)   Each Global Note, whether or not a Transfer Restricted
Security, shall also bear the following legend on the face thereof:

        THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE
        HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR
        A NOMINEE OF A DEPOSITARY OR A SUCCESSOR DEPOSITARY. THIS NOTE IS NOT
        EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE
        DEPOSITARY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED
        IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A
        TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF
        THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR
        ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN THE
        LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

        UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
        THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE
        COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT,
        AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
        SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
        (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
        REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE
        OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
        WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
        INTEREST HEREIN.

                  (v)   Any Global Note may be endorsed with or have
incorporated in the text thereof such legends or recitals or changes not
inconsistent with the provisions of this Indenture as may be required by the
Note Custodian, the Depositary or by the National Association of Securities
Dealers, Inc. in order for the Notes to be tradable on the PORTAL Market or
tradable on Euroclear or Clearstream or as may be required for the Notes to be
tradable on any other market developed for trading of securities pursuant to
Rule 144A or Regulation S under the Securities Act or required to comply with
any applicable law or any regulation thereunder or with the rules and
regulations of any securities exchange or automated quotation system upon which
the Notes may be listed or traded or to conform with any usage with respect
thereto, or to indicate any special limitations or restrictions to which any
particular Notes are subject.

                (i)     CANCELLATION AND/OR ADJUSTMENT OF GLOBAL NOTES. At such
time as all beneficial interests in Global Notes have been exchanged for
Certificated Notes, redeemed, repurchased or canceled, all Global Notes shall be
returned to or retained and canceled by the Trustee in accordance with Section
2.11 hereof. At any time prior to such cancellation, if any beneficial interest
in a Global Note is exchanged for Certificated Notes, redeemed,

                                      -29-
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repurchased or canceled, the principal amount of Notes represented by such
Global Notes shall be reduced accordingly and an endorsement shall be made on
such Global Note by the Trustee or the Note Custodian, at the direction of the
Trustee, to reflect such reduction. In the event of any transfer of any
beneficial interest between the Rule 144A Global Note and the Regulation S
Global Note in accordance with the standing procedures and instructions between
the Depositary and the Note Custodian and the transfer restrictions set forth
herein, the aggregate principal amount of each of the Rule 144A Global Note and
the Regulation S Global Note shall be appropriately increased or decreased, as
the case may be, and an endorsement shall be made on each of the Rule 144A
Global Note and the Regulation S Global Note by the Trustee or the Note
Custodian, at the direction of the Trustee, to reflect such reduction or
increase.

                (j)     GENERAL PROVISIONS RELATING TO TRANSFERS AND EXCHANGES.

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

                  (ii)  No service charge shall be made to a Holder for any
registration of transfer, fee or exchange, but the Issuers may require payment
of a sum sufficient to cover any transfer tax or similar governmental charge
payable in connection therewith (other than any such transfer taxes or similar
governmental charge payable upon exchange or transfer pursuant to Sections 3.6
and 9.5 hereof).

                 (iii)  The Registrar shall not be required to register the
transfer of or exchange any Note selected for redemption in whole or in part,
except the unredeemed portion of any Note being redeemed in part.

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

                   (v)   The Issuers shall not be required:

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

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

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

                  (vi)  Prior to due presentment of the registration of a
transfer of any Note, the Trustee, any Agent and the Issuers may deem and treat
the Person in whose name any Note is registered as the absolute owner of such
Note for the purpose of all payments with respect to such Notes, and none of the
Trustee, any Agent or the Issuers shall be affected by notice to the contrary.

                 (vii)  The Trustee shall authenticate Certificated Notes and
Global Notes in accordance with the provisions of Section 2.2 hereof.

                (viii)  Each Holder of a Note agrees to indemnify the Issuers
and the Trustee against any liability that may result from the transfer,
exchange or assignment of such Holder's Note in violation of any provision of
this Indenture and/or applicable United States federal or state securities law.

                  (ix)  The Trustee shall have no obligation or duty to monitor,
determine or inquire as to compliance with any restrictions on transfer imposed
under this Indenture or under applicable law with respect to any transfer of any
interest in any Note (including any transfers between or among Agent Members or
beneficial owners

                                      -30-
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of interests in any Global Security) other than to require delivery of such
certificates and other documentation or evidence as are expressly required by,
and to do so if and when expressly required by the terms of, this Indenture, and
to examine the same to determine substantial compliance as to form with the
express requirements hereof.

Section 2.7.    REPLACEMENT NOTES.

                If any mutilated Note is surrendered to the Trustee or either of
the Issuers or the Trustee receives evidence to its satisfaction of the
destruction, loss or theft of any Note, the Issuers shall issue and the Trustee,
upon receipt of an authentication order in accordance with Section 2.2 hereof,
shall authenticate a replacement Note if the Trustee's requirements for
replacement of Notes are met. An indemnity bond must be supplied by the Holder
that is sufficient in the judgment of the Trustee and the Issuers to protect the
Issuers, the Trustee, any Agent and any authenticating agent from any loss that
any of them may suffer if a Note is replaced. The Trustee and the Issuers each
may charge such Holder for their expenses in replacing such Note.

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

Section 2.8.    OUTSTANDING NOTES.

                The Notes outstanding at any time are all the Notes that have
been authenticated by the Trustee except for those canceled by it, those
delivered to it for cancellation, those reductions in the interest in a Global
Note effected by the Trustee or the Note Custodian in accordance with the
provisions hereof, and those described in this Section as not outstanding.
Except as set forth in Section 2.9 hereof, a Note does not cease to be
outstanding because an Issuer or any of its Affiliates holds the Note.

                If a Note is replaced pursuant to Section 2.7 hereof, it shall
cease to be outstanding unless the Trustee receives proof satisfactory to it
that the replaced Note is held by a bona fide purchaser for value.

                If the principal amount of any Note is considered paid under
Section 4.1 hereof, it ceases to be outstanding and interest on it ceases to
accrue.

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

Section 2.9.    TREASURY NOTES.

                In determining whether the Holders of the required principal
amount of Notes have concurred in any direction, waiver or consent, Notes owned
by the Issuers, the Guarantors or by any Affiliate thereof shall be considered
as though not outstanding, except that for the purposes of determining whether
the Trustee shall be protected in relying on any such direction, waiver of
consent, only Notes that a Responsible Officer of the Trustee actually knows are
so owned shall be so disregarded. The Issuers agree to notify the Trustee of the
existence of any such treasury Notes or Notes owned by an Issuer, any Guarantor
or an Affiliate thereof.

Section 2.10.   TEMPORARY NOTES.

                Until Certificated Notes are ready for delivery, the Issuers may
prepare and the Trustee, upon receipt of an authentication order in accordance
with Section 2.2 hereof, shall authenticate temporary Notes. Temporary Notes
shall be substantially in the form of Certificated Notes, but may have such
variations as the Issuers consider appropriate for temporary Notes and as shall
be reasonably acceptable to the Trustee. Without unreasonable delay, the Issuers
shall prepare and the Trustee shall authenticate Certificated Notes in exchange
for temporary Notes.

                Holders of temporary Notes shall be entitled to all of the
benefits of this Indenture.

                                      -31-
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Section 2.11.   CANCELLATION.

                The Issuers at any time may deliver Notes to the Trustee for
cancellation. The Registrar and Paying Agent shall forward to the Trustee any
Notes surrendered to them for registration of transfer, exchange or payment. The
Trustee, or at the direction of the Trustee, the Registrar or Paying Agent, and
no one else shall cancel all Notes surrendered for registration of transfer,
exchange, payment, replacement or cancellation and shall dispose of all canceled
Notes in accordance with the Trustee's usual procedures. The Trustee shall
maintain a record of all canceled Notes. All cancelled Notes shall be delivered
to the Issuers. Subject to Section 2.7 hereof the Issuers may not issue new
Notes to replace Notes that have been paid or that have been delivered to the
Trustee for cancellation.

Section 2.12.   DEFAULTED INTEREST.

                If the Issuers default in a payment of interest on the Notes,
the Issuers shall pay the defaulted interest in any lawful manner PLUS, to the
extent lawful, interest payable on the defaulted interest, to the Persons who
are Holders on a subsequent special record date, in each case at the rate
provided in the Notes and in Section 4.1 hereof. The Issuers shall notify the
Trustee in writing of the amount of defaulted interest proposed to be paid on
each Note and the date of the proposed payment. The Issuers shall fix or cause
to be fixed each such special record date and payment date, PROVIDED that no
such special record date shall be less than 10 days prior to the related payment
date for such defaulted interest. At least 15 days before the special record
date, the Issuers (or, upon the written request of the Issuers, the Trustee in
the name and at the expense of the Issuers) shall mail or cause to be mailed to
Holders a notice that states the special record date, the related payment date
and the amount of such interest to be paid.

Section 2.13.   PERSONS DEEMED OWNERS.

                Prior to due presentment of a Note for registration of transfer
and subject to Section 2.12 hereof, the Issuers, the Trustee, any Paying Agent,
any co-registrar and any Registrar may deem and treat the person in whose name
any Note shall be registered upon the register of Notes kept by the Registrar as
the absolute owner of such Note (whether or not such Note shall be overdue and
notwithstanding any notation of the ownership or other writing thereon made by
anyone other than the Issuers, any co-registrar or any Registrar) for the
purpose of receiving all payments with respect to such Note and for all other
purposes, and none of the Issuers, the Trustee, any Paying Agent, any
co-registrar or any Registrar shall be affected by any notice to the contrary.

Section 2.14.   CUSIP NUMBERS.

                The Issuers in issuing the Notes may use a "CUSIP" number, and
if so, the Trustee shall use the CUSIP number in notices of redemption or
exchange as a convenience to Holders; PROVIDED that any such notice may state
that no representation is made as to the correctness or accuracy of the CUSIP
number printed in the notice or on the Notes, and that reliance may be placed
only on the other identification numbers printed on the Notes, and any such
redemption shall not be affected by any defect in or omission of such numbers.
The Issuers shall promptly notify the Trustee of any change to the CUSIP
numbers.

Section 2.15.   DESIGNATION.

                The Indebtedness evidenced by the Notes and the Guarantees is
hereby irrevocably designated as "Senior Indebtedness" as defined and for
purposes of the Securities Purchase Agreement and as "senior indebtedness" or
such other term denoting seniority for the purposes of any other existing or
future Indebtedness of an Issuer or a Guarantor, as the case may be, which such
Issuer or such Guarantor, as the case may be, makes subordinate to any senior
(or such other term denoting seniority) indebtedness of such Person.

                                      -32-
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                                  ARTICLE III.

                            REDEMPTION AND REPURCHASE

Section 3.1.    NOTICES TO TRUSTEE.

                If the Issuers elect to redeem Notes pursuant to the provisions
of Section 3.7 or 3.8 hereof, they shall furnish to the Trustee, at least 30
days but not more than 60 days before the Redemption Date (unless a shorter
notice period shall be satisfactory to the Trustee), an Officers' Certificate
setting forth the Section of this Indenture pursuant to which the redemption
shall occur, the Redemption Date, the principal amount of Notes to be redeemed
and the Redemption Price.

                If the Issuers are required to offer to repurchase Notes
pursuant to the provisions of Section 4.10 or 4.15 hereof, it shall notify the
Trustee in writing, at least 45 days but not more than 60 days before the
Purchase Date, of the Section of this Indenture pursuant to which the repurchase
shall occur, the Purchase Date, the principal amount of Notes required to be
repurchased and the Purchase Price and shall furnish to the Trustee an Officers'
Certificate to the effect that (a) the Issuers are required to make or has made
a Net Proceeds Offer or a Change of Control Offer, as the case may be, and (b)
the conditions set forth in Section 4.10 or 4.15 hereof, as the case may be,
have been satisfied.

                If the Registrar is not the Trustee, the Issuers shall,
concurrently with each notice of redemption or repurchase, cause the Registrar
to deliver to the Trustee a certificate (upon which the Trustee may rely)
setting forth the principal amounts of Notes held by each Holder.

Section 3.2.    SELECTION OF NOTES.

                Except as set forth below, if less than all of the Notes are to
be redeemed, the Trustee shall select the Notes or portions thereof to be
redeemed in compliance with the requirements of the principal national
securities exchange, if any, on which the Notes are listed or, if the Notes are
not then listed on a national securities exchange, on a PRO RATA basis, by lot
or by such method as the Trustee shall deem fair and appropriate. In the event
of partial redemption by lot, the particular Notes or portions thereof to be
redeemed shall be selected, unless otherwise provided herein, not less than 30
nor more than 60 days prior to the Redemption Date by the Trustee from the
outstanding Notes not previously called for redemption.

                If less than all of the Notes tendered are to be repurchased
pursuant to the provisions of Section 4.10 hereof, the Trustee shall select the
Notes or portions thereof to be repurchased in compliance with Section 4.10. In
the event of partial repurchase by lot, the particular Notes or portions thereof
to be repurchased shall be selected at the close of business of the last
Business Day prior to the Purchase Date. If less than all of the Notes tendered
are to be repurchased pursuant to the provisions of Section 3.8 hereof, the
Trustee shall select the Notes only on a PRO RATA basis or on as nearly a PRO
RATA basis as is practicable (subject to DTC procedures), unless such method is
otherwise prohibited.

                The Trustee shall promptly notify the Issuers in writing of the
Notes or portions thereof selected for redemption or repurchase and, in the case
of any Note selected for partial redemption or repurchase, the principal amount
thereof to be redeemed or repurchased. Notes and portions thereof selected shall
be in amounts of $1,000 or integral multiples of $1,000; except that if all of
the Notes of a Holder are to be redeemed, the entire outstanding amount of Notes
held by such Holder, even if not a multiple of $1,000, shall be redeemed. No
Notes of a principal amount of $1,000 or less shall be redeemed in part.

Section 3.3.    NOTICE OF OPTIONAL OR SPECIAL REDEMPTION.

                In the event Notes are to be redeemed pursuant to Section 3.7 or
3.8 hereof, at least 30 days but not more than 60 days before the Redemption
Date, the Issuers shall mail a notice of redemption to each Holder whose Notes
are to be redeemed in whole or in part, with a copy to the Trustee.

                                      -33-
<Page>

                The notice shall identify the Notes or portions thereof to be
redeemed (including the CUSIP number, if any) and shall state:

                (a)     the Redemption Date;

                (b)     the Redemption Price;

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

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

                (e)     that Notes called for redemption must be surrendered to
        the Paying Agent to collect the Redemption Price, Additional Interest,
        if any, and, unless the Redemption Date is after a record date and or
        before the succeeding interest payment date, accrued interest thereon to
        the Redemption Date;

                (f)     that, unless the Issuers default in making the
        redemption payment, interest and any Additional Interest on Notes called
        for redemption will cease to accrue on and after the Redemption Date,
        and the only remaining right of the Holders of such Notes is to receive
        payment of the Redemption Price, any Additional Interest and, unless the
        Redemption Date is after a record date and on or before the succeeding
        interest payment date, accrued interest thereon to the Redemption Date
        upon surrender to the Paying Agent of the Notes redeemed;

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

                (h)     the paragraph of the Notes pursuant to which the Notes
        called for redemption are being redeemed; and

                (i)     that no representation is made as to the correctness or
        accuracy of the CUSIP number, if any, listed in such notice or printed
        on the Notes and that reliance may be placed only on the other
        identification numbers printed on the Notes.

                At the Issuers' request, the Trustee shall give the notice of
redemption in the Issuers' name and at their expense; PROVIDED that the Issuers
shall deliver to the Trustee, at least 40 days prior to the Redemption Date, an
Officers' Certificate requesting that the Trustee give such notice and setting
forth the information to be stated in such notice as provided in the preceding
paragraph.

Section 3.4.    EFFECT OF NOTICE OF REDEMPTION.

                Once notice of redemption is mailed, Notes or portions thereof
called for redemption become due and payable on the Redemption Date at the
Redemption Price. Upon surrender to any Paying Agent, such Notes or portions
thereof shall be paid at the Redemption Price, PLUS Additional Interest, if any,
and accrued interest to the Redemption Date; PROVIDED, HOWEVER, that
installments of interest which are due and payable on or prior to the Redemption
Date shall be payable to the Holders of such Notes, registered as such, at the
close of business on the relevant record date for the payment of such
installment of interest.

Section 3.5.    DEPOSIT OF REDEMPTION PRICE OR PURCHASE PRICE.

                On or before 10:00 a.m. Eastern Time on each Redemption Date or
Purchase Date, the Issuers shall irrevocably deposit with the Trustee or with
the Paying Agent money sufficient to pay the aggregate amount due on all Notes
to be redeemed or repurchased on that date, including without limitation any
accrued and unpaid interest and Additional Interest, if any, to the Redemption
Date or Repurchase Date. Upon written request by the

                                      -34-
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Issuers, the Trustee or the Paying Agent shall promptly return to the Issuers
any money not required for that purpose.

                Unless the Issuers default in making such payment, interest and
any Additional Interest on the Notes to be redeemed or repurchased will cease to
accrue on the applicable Redemption Date or Purchase Date, whether or not such
Notes are presented for payment. If any Note called for redemption shall not be
so paid upon surrender because of the failure of the Issuers to comply with the
preceding paragraph, interest will be paid on the unpaid principal, from the
applicable Redemption Date or Purchase Date until such principal is paid, and on
any interest not paid on such unpaid principal, in each case at the rate
provided in the Notes and in Section 4.1 hereof.

Section 3.6.    NOTES REDEEMED OR REPURCHASED IN PART.

                Upon surrender of a Note that is redeemed or repurchased in
part, the Issuers shall issue and the Trustee shall authenticate for the Holder
at the expense of the Issuers a new Note equal in principal amount to portion of
the Note surrendered that is not to be redeemed or repurchased.

Section 3.7.    OPTIONAL REDEMPTION.

                The Issuers may redeem any or all of the Notes at any time on or
after June 15, 2007 at the Redemption Prices set forth in the Notes (an
"OPTIONAL REDEMPTION"). Any redemption pursuant to this Section 3.7 shall be
made pursuant to the provisions of Sections 3.1 through 3.6 hereof.

Section 3.8.    SPECIAL REDEMPTION.

                In the event of one or more Public Equity Offerings are
completed on or before June 15, 2006, the Issuers, at their option, may use the
net cash proceeds from any such Public Equity Offering to redeem up to 35% of
the original principal amount of the Notes (a "SPECIAL REDEMPTION") at a
Redemption Price of 110.750% of the principal amount thereof, together with
accrued and unpaid interest and Additional Interest, if any, to the date of
redemption; PROVIDED, HOWEVER, that at least 65% of the original principal
amount of the Notes will remain outstanding immediately after each such Special
Redemption; and PROVIDED, FURTHER, that such Special Redemption shall occur
within 90 days after the date of the closing of the applicable Public Equity
Offering. Any redemption pursuant to this Section 3.8 shall be made pursuant to
the provisions of Sections 3.1 through 3.6 hereof.

Section 3.9.    REPURCHASE UPON CHANGE OF CONTROL OFFER.

                In the event that, pursuant to Section 4.15 hereof, the Issuers
shall be required to commence a Change of Control Offer, it shall follow the
procedures specified below.

                The Change of Control Offer shall remain open for a period from
the date of the mailing of the notice of the Change of Control Offer described
in the next paragraph until a date determined by the Issuers which is at least
30 but no more than 45 days from the date of mailing of such notice and no
longer, except to the extent that a longer period is required by applicable law
(the "CHANGE OF CONTROL OFFER PERIOD"). On the Purchase Date, which shall be no
later than the last day of the Change of Control Offer Period, the Issuers shall
purchase the principal amount of Notes properly tendered in response to the
Change of Control Offer. Payment for any Notes so purchased shall be made in the
same manner as interest payments are made.

                Within 30 days following any Change of Control, the Issuers
shall send, by first class mail, a notice to the Trustee and each of the
Holders. The notice shall contain all instructions and materials necessary to
enable such Holders to tender Notes pursuant to the Change of Control Offer. The
Change of Control Offer shall be made to all Holders. The notice, which shall
govern the terms of the Change of Control Offer, shall state:

                (a)     the transaction or transactions that constitute the
        Change of Control, providing information, to the extent publicly
        available, regarding the Person or Persons acquiring control, and
        stating that the Change of Control Offer is being made pursuant to this
        Section 3.9 and Section 4.15 hereof and that, to the extent lawful, all
        Notes tendered will be accepted for payment;

                                      -35-
<Page>

                (b)     the Purchase Price, the last day of the Change of
        Control Offer Period, and the Purchase Date;

                (c)     that any Note not properly tendered or otherwise not
        accepted for repurchase will continue to accrue interest and Additional
        Interest, if any;

                (d)     that, unless the Issuers default in the payment of the
        amount due on the Purchase Date, all Notes or portions thereof accepted
        for repurchase pursuant to the Change of Control Offer shall cease to
        accrue interest and Additional Interest, if any, after the Purchase
        Date;

                (e)     that Holders electing to have any Notes purchased
        pursuant to the Change of Control Offer will be required to tender the
        Notes, with the form entitled Option of Holder To Elect Purchase on the
        reverse of the Notes completed, or transfer by book-entry transfer, to
        the Issuers, a Depositary, if appointed by the Issuers, or a Paying
        Agent at the address specified in the notice not later than the third
        Business Day preceding the Purchase Date;

                (f)     that Holders will be entitled to withdraw their election
        if the Issuers, the Depositary or the Paying Agent, as the case may be,
        receives, not later than the expiration of the Change of Control Offer
        Period, a facsimile transmission or letter setting forth the name of the
        Holder, the principal amount of Notes delivered for repurchase, and a
        statement that such Holder is withdrawing his election to have the Notes
        redeemed in whole or in part; and

                (g)     that Holders whose Notes are being repurchased only in
        part will be issued new Notes equal in principal amount to the portion
        of the Notes tendered (or transferred by book-entry transfer) that is
        not to be repurchased, which portion must be equal to $1,000 in
        principal amount or an integral multiple thereof.

                On or before the Purchase Date, the Issuers shall 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 Purchase Price, together with accrued and unpaid interest
and Additional Interest, if any, thereon to the Purchase Date in respect of all
Notes or portions thereof so tendered and accepted for repurchase and (iii)
deliver or cause to be delivered to the Trustee the Notes so accepted together
with an Officers' Certificate stating the aggregate principal amount of Notes or
portions thereof being repurchased by the Issuers. The Paying Agent shall
promptly (but in any case not later than five days after the Purchase Date) mail
to each Holder of Notes so repurchased the amount due in connection with such
Notes, and the Issuers shall promptly issue a new Note, and the Trustee, upon
written request from the Issuers in the form of an Officers' Certificate shall
authenticate and mail or deliver (or cause to transfer by book entry) to each
relevant Holder a new Note, in a principal amount equal to any unpurchased
portion of the Notes surrendered to the Holder thereof; PROVIDED, that each such
new Note shall be in a principal amount of $l,000 or and integral multiple
thereof. The Issuers shall publicly announce the results of the Change of
Control Offer on or as soon as practicable after the Purchase Date.

                If the Purchase Date is on or after an interest record date and
on or before the related interest payment date, any accrued and unpaid interest
and Additional Interest, if any, in each case to the Purchase Date, shall be
paid to the Person in whose name a Note is registered at the close of business
on such record date, and no additional interest shall be payable to Holders
pursuant to the Change of Control Offer.

Section 3.10.   REPURCHASE UPON APPLICATION OF EXCESS PROCEEDS.

                In the event that, pursuant to Section 4.10 hereof, the Issuers
shall be required to commence a Net Proceeds Offer, it shall follow the
procedures specified below.

                The notice shall contain all instructions and materials
necessary to enable such Holders to tender Notes pursuant to the Net Proceeds
Offer. The Net Proceeds Offer shall be made to all Holders. Each Net Proceeds
Offer will be mailed to the record Holders as shown on the register of Holders
within 25 days following the Net Proceeds Offer Trigger Date, with a copy to the
Trustee, and shall comply with the procedures set forth in this Inden-

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ture. Upon receiving notice of the Net Proceeds Offer, Holders may elect to
tender their Notes in whole or in part in integral multiples of $1,000 in
exchange for cash. A Net Proceeds Offer shall remain open for a period of 20
business days or such longer period as may be required by law. The notice, which
shall govern the terms of the Net Proceeds Offer, shall state:

                (a)     that the Net Proceeds Offer is being made pursuant to
        this Section 3.10 and Section 4.10 hereof;

                (b)     the Net Proceeds Offer Amount, the Purchase Price and
        the Purchase Date;

                (c)     that any Note not properly tendered or otherwise not
        accepted for repurchase shall continue to accrue interest and Additional
        Interest, if any;

                (d)     that, unless the Issuers default in the payment of the
        amount due on the Purchase Date, all Notes or portions thereof accepted
        for repurchase pursuant to the Net Proceeds Offer shall cease to accrue
        interest and Additional Interest, if any, after the Purchase Date;

                (e)     that Holders electing to have any Notes repurchased
        pursuant to any Net Proceeds Offer shall be required to tender the
        Notes, with the form entitled Option of Holder To Elect Purchase on the
        reverse of the Notes completed, or transfer by book-entry transfer, to
        the Issuers, a Depositary, if appointed by the Issuers, or a Paying
        Agent at the address specified in the notice prior to the close of
        business on the third Business Day preceding the Purchase Date;

                (f)     that Holders will be entitled to withdraw their election
        if the Issuers, the Depositary or the Paying Agent, as the case may be,
        receives, not later than the Purchase Date, a facsimile transmission or
        letter setting forth the name of the Holder, the principal amount of the
        Notes delivered for repurchase and a statement that such Holder is
        withdrawing his election to have such Notes repurchased in whole or in
        part;

                (g)     that, to the extent Holders properly tender Notes and
        holders of Pari Passu Indebtedness properly tender such Indebtedness in
        an amount exceeding the Net Proceeds Offer Amount, the tendered Notes
        and Pari Passu Indebtedness will be purchased on a PRO RATA basis based
        on the aggregate amounts of Notes and Pari Passu Indebtedness tendered
        (and the Trustee shall select the tendered Notes of tendering Holders on
        a PRO RATA basis based on the amount of Notes tendered); and

                (h)     that Holders whose Notes are being repurchased only in
        part will be issued new Notes equal in principal amount to the portion
        of the Notes tendered (or transferred by book-entry transfer) that is
        not to be repurchased, which portion must be equal to $1,000 in
        principal amount or an integral multiple thereof.

                On or before the Purchase Date, the Issuers shall to the extent
lawful, (i) accept for payment, on a PRO RATA basis in accordance with this
Indenture to the extent necessary, the Net Proceeds Offer Amount of (A) Notes or
portions thereof properly tendered pursuant to the Net Proceeds Offer and (B)
properly tendered Pari Passu Indebtedness, or if less than the Net Proceeds
Offer Amount has been tendered, all Notes and Pari Passu Indebtedness properly
tendered, (ii) deposit with the Paying Agent an amount equal to the Purchase
Price, PLUS accrued and unpaid interest and Additional Interest, if any, thereon
to the Purchase Date in respect of all Notes or portions thereof so tendered and
accepted for repurchase and (iii) deliver or cause to be delivered to the
Trustee the Notes so accepted together with an Officers' Certificate stating the
aggregate principal amount of Notes or portions thereof being repurchased by the
Issuers. The Paying Agent shall promptly (but in any case not later than five
days after the Purchase Date) mail to each Holder of Notes so repurchased the
amount due in connection with such Notes, and the Issuers shall promptly issue a
new Note, and the Trustee, upon written request from the Issuers in the form of
an Officers' Certificate shall authenticate and mail or deliver such new Note to
such Holder, in a principal amount equal to any unpurchased portion to the
Holder thereof; PROVIDED, that each such new Note shall be in a principal amount
of $1,000 or an integral multiple thereof. The Issuers shall publicly announce
the results of the Net Proceeds Offer on or as soon as practicable after the
Purchase Date.

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                If the Purchase Date is on or after an interest record date and
on or before the related interest payment date, any accrued and unpaid interest
and Additional Interest, if any, in each case to the Purchase Date, shall be
paid to the Person in whose name a Note is registered at the close of business
on such record date, and no additional interest shall be payable to Holders to
the Net Proceeds Offer.

                                   ARTICLE IV.

                                    COVENANTS

Section 4.1.    PAYMENT OF PRINCIPAL AND INTEREST.

                The Issuers shall pay or cause to be paid the principal,
Redemption Price and Purchase Price of, and interest on the Notes on the dates,
in the amounts and in the manner provided herein and in the Notes. Principal,
Redemption Price, Purchase Price and interest shall be considered paid on the
date due if the Paying Agent, if other than an Issuer, holds as of 10:00 a.m.
Eastern Time on the due date money deposited by the Issuers in immediately
available funds and designated for and sufficient to pay the aggregate amount
then due. The Issuers shall pay all Additional Interest, if any, on the dates,
in the amounts and in the manner set forth in the Registration Rights Agreement.

                The Issuers shall pay interest (including post-petition interest
in any proceeding under any Bankruptcy Law) on overdue principal, Redemption
Price and Purchase Price at the rate equal to 1% per annum in excess of the then
applicable interest rate on the Notes to the extent lawful; the Issuers shall
also pay interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue installments of interest and Additional Interest
(without regard to any applicable grace period) at the same rate to the extent
lawful.

Section 4.2.    MAINTENANCE OF OFFICE OR AGENCY.

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

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

                The Issuers hereby designate the office of the Trustee as one
such office or agency of the Issuers in accordance with Section 2.3 hereof. The
Trustee may resign such agency at any time by giving written notice to the
Issuers no later than 30 days prior to the effective date of such resignation.

Section 4.3.    REPORTS.

                Whether or not required by the rules and regulations of the
Commission, so long as any Notes are outstanding and prior to Holdings being
subject to the reporting requirements of Section 13 or 15(d) of the Exchange
Act, Holdings will deliver to the Trustee, within the time periods specified in
the Commission's rule and regulations,:

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                 (i)    all quarterly and annual financial information that
        would be required to be contained in a filing with the Commission on
        Forms 10-Q and 10-K if Holdings were required to file such Forms,
        including a "Management's Discussion and Analysis of Financial Condition
        and Results of Operations" that describes the financial condition and
        results of operations of Holdings and its consolidated Subsidiaries and,
        with respect to the annual financial statements only, a report thereon
        by Holdings' certified independent accountants; and

                (ii)    all current reports that would be required to be filed
        with the Commission on Form 8-K if Holdings were required to file such
        reports, in each case within the time periods specified in the
        Commission's rules and regulations.

                In addition, following the consummation of the Exchange Offer,
whether or not required by the rules and regulations of the Commission, Holdings
will file a copy of all such information and reports with the Commission for
public availability within the time periods specified in the Commission's rules
and regulations (unless the Commission will not accept such a filing). In
addition, Holdings has agreed that, for so long as any Notes remain outstanding,
it will furnish to the Holders and to securities analysts and prospective
investors, upon their request, the information required to be delivered pursuant
to Rule 144A(d)(4) under the Securities Act. Delivery of such reports,
information and documents to the Trustee is for informational purposes only and
the Trustee's receipt of such shall not constitute constructive notice of any
information contained therein or determinable from information contained
therein, including Holdings' compliance with any of its covenants hereunder (as
to which the Trustee is entitled to rely exclusively on Officers' Certificates).

Section 4.4.    COMPLIANCE CERTIFICATE.

                The Issuers shall deliver to the Trustee, within 120 days after
the end of each fiscal year, a certificate from its principal executive officer,
principal financial officer or principal accounting officer further stating that
a review of the activities of the Issuers and the Guarantors during the
preceding fiscal year has been made under the supervision of the signing
Officers with a view to determining whether the Issuers and the Guarantors have
kept, observed, performed and fulfilled their respective obligations under this
Indenture in all material respects, and further stating, as to each such Officer
signing such certificate, that to the best of his or her knowledge the Issuers
and the Guarantors have kept, observed, performed and fulfilled each and every
covenant contained in this Indenture in all material respects and are not in
Default in the performance or observance of any of the terms, provisions and
conditions of this Indenture (and, if a Default or Event of Default shall have
occurred, describing all such Defaults or Events of Default) of which he or she
may have knowledge, and that to the best of his or her knowledge no event has
occurred and remains in existence by reason of which, payments on account of the
principal of or interest, if any, on the Notes is prohibited or if such event
has occurred, a description of the event.

                So long as not contrary to the then current recommendations of
the American Institute of Certified Public Accountants, the year-end financial
statements delivered pursuant to Section 4.3 above shall be accompanied by a
written statement of Holdings' independent public accountants (who shall be a
firm of established national reputation) that in making the examination
necessary for certification of such financial statements, nothing has come to
their attention that would lead them to believe that any of the Issuers or
Guarantors has violated any provisions of Article IV or Article V hereof or, if
any such violation has occurred, specifying the nature and period of existence
thereof, it being understood that such accountants shall not be liable directly
or indirectly to any Person for any failure to obtain knowledge of any such
violation.

                The Issuers shall, so long as any of the Notes are outstanding,
deliver to the Trustee, forthwith upon any Officer of an Issuer becoming aware
of any Default or Event of Default an Officers' Certificate specifying such
Default or Event of Default; PROVIDED that the Issuers shall provide such
Officers' Certificate at least annually whether or not any officer knows of any
Default or Event of Default.

Section 4.5.    TAXES.

                Holdings shall pay or discharge, and shall cause each of its
Subsidiaries to pay or discharge, prior to delinquency, all material taxes,
assessments, and governmental levies except such as are contested in good faith

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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 4.6.    STAY, EXTENSION AND USURY LAWS.

                Each of the Issuers 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 each of the
Issuers (to the extent that it may lawfully do so) hereby expressly waives all
benefit or advantage of any such law, and covenants 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 such law has not been enacted.

Section 4.7.    LIMITATION ON RESTRICTED PAYMENTS.

                Holdings will not, and will not cause or permit any of its
Restricted Subsidiaries to, directly or indirectly,

                (1)     declare or pay any dividend or make any distribution on
        or in respect of shares of Capital Stock of Holdings or any Restricted
        Subsidiary to holders of such Capital Stock, other than (a) dividends or
        distributions payable in Qualified Capital Stock of Holdings and (b) in
        the case of a Restricted Subsidiary, dividends or distributions payable
        (i) in Qualified Capital Stock of such Restricted Subsidiary and (ii) to
        Holdings and to any other Restricted Subsidiary and PRO RATA dividends
        or distributions payable to minority stockholders of such Restricted
        Subsidiary;

                (2)     purchase, redeem or otherwise acquire or retire for
        value any Capital Stock of Holdings or any Restricted Subsidiary, other
        than such Capital Stock held by Holdings or any Restricted Subsidiary;

                (3)     make any principal payment on, purchase, defease,
        redeem, prepay, decrease or otherwise acquire or retire for value, prior
        to any scheduled final maturity, scheduled repayment or scheduled
        sinking fund payment, any Subordinated Indebtedness or make any cash
        interest payment with respect to the subordinated promissory notes
        issued pursuant to the Securities Purchase Agreement; or

                (4)     make any Investment (other than Permitted Investments)

        (each of the foregoing actions set forth in clauses (1), (2), (3) and
        (4) being referred to as a "RESTRICTED PAYMENT"), if at the time of such
        Restricted Payment or immediately after giving effect thereto,

                  (i)   a Default or an Event of Default shall have occurred and
        be continuing;

                 (ii)   Holdings is not able to incur at least $1.00 of
        additional Indebtedness (other than Permitted Indebtedness) in
        compliance with Section 4.9 hereof; or

                (iii)   the aggregate amount of Restricted Payments (including
        such proposed Restricted Payment) made subsequent to the Issue Date (the
        amount expended for such purposes, if other than in cash, being the fair
        market value of such property as determined in good faith by the Board
        of Directors of Holdings) shall exceed the sum (the "RESTRICTED PAYMENTS
        BASKET") of

                        (u)     50% of the cumulative Consolidated Net Income
                (or if cumulative Consolidated Net Income shall be a loss, minus
                100% of such loss) of Holdings earned from the Issue Date and
                ending on the date of such proposed Restricted Payment (the
                "REFERENCE DATE") (treating such period as a single accounting
                period); PLUS

                        (v)     100% of the aggregate net cash proceeds and 100%
                of the fair market value of property other than cash received by
                Holdings from any Person (other than a Restricted Subsidiary

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                of Holdings) from the issuance and sale subsequent to the Issue
                Date and on or prior to the Reference Date of Qualified Capital
                Stock of Holdings (but excluding (1) any debt security that is
                convertible into, or exchangeable for, Qualified Capital Stock
                and (2) any net cash proceeds from a Public Equity Offering to
                the extent used to redeem the Notes in compliance with the
                provisions set forth under Section 3.8 hereof); PLUS

                        (w)     without duplication of any amounts included in
                clause (iii)(v) above, 100% of the aggregate net cash proceeds
                of any equity contribution received by Holdings from a holder of
                Holdings' Capital Stock subsequent to the Issue Date and on or
                prior to the Reference Date (excluding any net cash proceeds
                from a Public Equity Offering to the extent used to redeem the
                Notes in compliance with the provisions set forth under Section
                3.8 hereof); PLUS

                        (x)     100% of the aggregate net cash proceeds received
                by Holdings or any of its Restricted Subsidiaries from any
                Person (other than a Restricted Subsidiary of Holdings) from the
                issuance and sale (subsequent to the Issue Date) of Indebtedness
                (including Disqualified Capital Stock) that has been converted
                into or exchanged for Qualified Capital Stock of Holdings,
                together with the aggregate cash received by Holdings at the
                time of such conversion or exchange and the amount of any
                accrued interest then outstanding on any such Indebtedness that
                is not paid in cash; PLUS

                        (y)     without duplication, the sum of

                                (1)     the aggregate amount paid in cash or
                        Cash Equivalents to Holdings or any Restricted
                        Subsidiary of Holdings on or with respect to Investments
                        (other than Permitted Investments) made subsequent to
                        the Issue Date whether through interest payments,
                        principal payments, dividends or other distributions or
                        payments;

                                (2)     the net cash proceeds received by
                        Holdings or any of its Restricted Subsidiaries from the
                        disposition of all or any portion of such Investments
                        (other than to a Restricted Subsidiary of Holdings); and

                                (3)     upon redesignation of an Unrestricted
                        Subsidiary as a Restricted Subsidiary, the fair market
                        value of such Subsidiary;

                PROVIDED, HOWEVER, that the sum of clauses (1), (2) and (3)
                above shall not exceed the aggregate amount of all such
                Investments made subsequent to the Issue Date; PLUS

                        (z)     $7.5 million.

                Notwithstanding the foregoing, the provisions set forth in the
immediately preceding paragraph do not prohibit

                (1)     the payment of any dividend (or other distribution or
        redemption) within 60 days after the date of declaration of such
        dividend or call for redemption if such payment would have been
        permitted on the date of declaration or call for redemption;

                (2)     the repurchase, redemption or other acquisition or
        retirement of any shares of Capital Stock of Holdings or any Restricted
        Subsidiary of Holdings, either (i) solely in exchange for shares of
        Qualified Capital Stock of Holdings or (ii) through the application of
        net proceeds of a substantially concurrent sale for cash (other than to
        a Restricted Subsidiary of Holdings) of shares of Qualified Capital
        Stock of Holdings;

                (3)     the payment of principal, the repurchase, retirement,
        redemption or other repayment of any Subordinated Indebtedness either
        (i) solely in exchange for shares of Qualified Capital Stock of
        Holdings, or (ii) through the application of net proceeds of a
        substantially concurrent sale for cash (other than to

                                      -41-
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        a Restricted Subsidiary of Holdings) of (a) shares of Qualified Capital
        Stock of Holdings or (b) if no Default or Event of Default shall have
        occurred and be continuing, Refinancing Indebtedness;

                (4)     if no Default or Event of Default shall have occurred
        and be continuing, a Restricted Payment to pay for the repurchase of
        Capital Stock of Holdings or any of its direct or indirect parent
        corporations or limited liability companies from directors, officers or
        employees or former directors, officers or employees of Holdings or any
        of its Subsidiaries or their authorized representatives, estates or
        beneficiaries upon the death, disability or termination of employment of
        such employees, or termination of their seat on the Board of Directors
        of Holdings, or pursuant to the terms of any agreement under which such
        Capital Stock was issued in an aggregate amount not to exceed in any
        fiscal year $2.0 million PLUS up to $1.0 million of the unused amount
        permitted under this clause (4) for the immediately preceding fiscal
        year;

                (5)     the repurchase, redemption or other payment of any
        Subordinated Indebtedness in the event of a change of control in
        accordance with provisions similar to Section 4.15 hereof; PROVIDED
        that, prior to such repurchase, redemption or other payment, the Issuers
        have made the Change of Control Offer as provided in such covenant with
        respect to the Notes and prior to or concurrently with such redemption
        or other repayment have repurchased all Notes validly tendered for
        payment in connection with such Change of Control Offer;

                (6)     the payment or distribution, to dissenting holders of
        Capital Stock pursuant to applicable law, pursuant to or in connection
        with a consolidation, merger or transfer of assets that complies with
        the provisions of this Indenture applicable to mergers, consolidations
        and transfers of all or substantially all of the property and assets of
        Holdings or any of its Restricted Subsidiaries;

                (7)     Permitted Tax Distributions; and

                (8)     the declaration or payment of dividends on the Common
        Stock of Holdings following any Public Equity Offering of such Common
        Stock of up to 6% per annum of the net cash proceeds received by
        Holdings in all Public Equity Offerings.

                In determining the aggregate amount of Restricted Payments made
subsequent to the Issue Date in accordance with clause (iii) of the second
preceding paragraph, amounts expended pursuant to clauses (1), (4), (5), (6) and
(8) of the immediately preceding paragraph shall be included in such
calculation. No issuance and sale of Qualified Capital Stock pursuant to clause
(2) or (3) of the immediately preceding paragraph shall increase the Restricted
Payments Basket, except to the extent the proceeds thereof exceed the amounts
used to effect the transactions described therein.

                For the purposes of determining compliance with this Section
4.7, the amount, if other than in cash, of any property referred to in clause
(iii)(v) above or any Restricted Payment shall be determined in good faith by
the Board of Directors of Holdings, whose determination shall be conclusive and
evidenced by a Board Resolution.

Section 4.8.    LIMITATION ON DIVIDEND AND OTHER PAYMENT RESTRICTIONS AFFECTING
                RESTRICTED SUBSIDIARIES.

                Holdings will not, and will not cause or permit any of its
Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or
permit to exist or become effective any consensual encumbrance or restriction on
the ability of any such Restricted Subsidiary of Holdings to:

                (1)     pay dividends or make any other distributions on or in
        respect of its Capital Stock owned by Holdings or any Restricted
        Subsidiary of Holdings;

                (2)     make loans or advances to Holdings or any Restricted
        Subsidiary of Holdings that owns Capital Stock of such Restricted
        Subsidiary of Holdings or pay any Indebtedness or other obligation owed
        to Holdings or any other Restricted Subsidiary of Holdings that owns
        Capital Stock of such Restricted Subsidiary of Holdings; or

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                (3)     transfer any of its property or assets to Holdings or
        any other Restricted Subsidiary of Holdings that owns Capital Stock of
        such Restricted Subsidiary of Holdings, except for such encumbrances or
        restrictions existing under or by reason of

                (a)     applicable law;

                (b)     this Indenture, the Notes and the Guarantees;

                (c)     the Credit Agreement and the loan and security documents
        relating thereto;

                (d)     in the case of clause (3) above, (A) agreements or
        instruments that restrict 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) any
        transfer of, agreement to transfer, option or right with respect to, or
        Lien on, any property or assets of Holdings, or any Restricted
        Subsidiary not otherwise prohibited by this Indenture or (C) provisions
        arising or agreed to in the ordinary course of business, not relating to
        any Indebtedness, that do not, individually or in the aggregate, detract
        from the value of property or assets of Holdings or any of its
        Restricted Subsidiaries in any manner material to Holdings or any of its
        Restricted Subsidiaries;

                (e)     any agreement or instrument governing Acquired
        Indebtedness, which encumbrance or restriction is not applicable to any
        Person, or the properties or assets of any Person, other than the Person
        or the properties or assets of the Person so acquired;

                (f)     agreements or instruments existing on the Issue Date to
        the extent and in the manner such encumbrances and restrictions are in
        effect on the Issue Date;

                (g)     an agreement that has been entered into for the sale or
        disposition of all or substantially all of the Capital Stock of, or
        property and assets of, any Restricted Subsidiary of Holdings or
        provisions with respect to the disposition or distribution of assets or
        property in joint venture agreements or other similar agreements or
        arrangements entered into in the ordinary course of business;

                (h)     provisions in agreements or instruments which prohibit
        the payment of dividends or the making of other distributions with
        respect to any class of Capital Stock of a Person other than on a PRO
        RATA basis;

                (i)     provisions in agreements or instruments relating to
        Purchase Money Indebtedness or Capitalized Lease Obligations incurred in
        compliance with Section 4.9 hereof that impose restrictions of the
        nature described in clause (3) above on the property acquired;

                (j)     restrictions on cash or other deposits imposed by
        customers under contracts or other arrangements entered into or agreed
        to in the ordinary course of business;

                (k)     restrictions on the ability of any Foreign Restricted
        Subsidiary to make dividends or other distributions resulting from the
        operation of reasonable financial covenants contained in documentation
        governing Indebtedness of such Subsidiary permitted under this
        Indenture;

                (l)     restrictions in other Indebtedness incurred in
        compliance with Section 4.9 hereof; PROVIDED that such restrictions,
        taken as a whole, are, in the good faith judgment of Holdings' Board of
        Directors, no more materially restrictive with respect to such
        encumbrances and restrictions than those contained in the existing
        agreements referenced in clauses (b), (c) and (f) above

                (m)     restrictions on the transfer of assets subject to any
        Lien permitted under this Indenture imposed by the holder of such Lien;
        or

                                      -43-
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                (n)     an agreement governing Indebtedness incurred to
        Refinance the Indebtedness issued, assumed or incurred pursuant to an
        agreement referred to in clause (b), (e), (f), (i), (k) or (l) above;
        PROVIDED, HOWEVER, that the provisions relating to such encumbrance or
        restriction contained in any such Indebtedness are no less favorable to
        the Issuers in any material respect as determined by the Board of
        Directors of Holdings in their reasonable and good faith judgment than
        the provisions relating to such encumbrance or restriction contained in
        agreements referred to in such clause (b), (e), (f), (i), (k) or (l).

Nothing contained in this Section 4.8 shall prevent Holdings or any of its
Restricted Subsidiaries from creating, incurring, assuming or suffering to exist
any Liens otherwise permitted in Section 4.12 hereof.

Section 4.9.    LIMITATION ON INCURRENCE OF ADDITIONAL INDEBTEDNESS.

                (a)     Holdings will not, and will not permit any of its
Restricted Subsidiaries to, directly or indirectly, create, incur, assume,
guarantee, acquire, become liable, contingently or otherwise, with respect to,
or otherwise become responsible for payment of (collectively, "INCUR") any
Indebtedness (other than Permitted Indebtedness); PROVIDED, HOWEVER, that
Holdings, either Issuer or any Restricted Subsidiary of Holdings that is or,
upon such incurrence, becomes a Subsidiary Guarantor may incur Indebtedness
(including, without limitation, Acquired Indebtedness) and any Restricted
Subsidiary of Holdings that is not or will not, upon such incurrence, become a
Subsidiary Guarantor may incur Acquired Indebtedness, in each case, if on the
date of the incurrence of such Indebtedness, after giving effect to the
incurrence thereof and the application of the proceeds thereof, the Consolidated
Fixed Charge Coverage Ratio of Holdings is greater than 2.00 to 1.0 if such
Indebtedness is incurred on or prior to May 23, 2005 or 2.25 to 1.0 if such
Indebtedness is incurred thereafter.

                For purposes of determining compliance with this covenant, (i)
Acquired Indebtedness shall be deemed to have been incurred by Holdings or one
of its Restricted Subsidiaries, as the case may be, at the time an acquired
Person becomes such a Restricted Subsidiary (or is merged into Holdings or such
a Restricted Subsidiary) or at the time of the acquisition of assets, as the
case may be and (ii) the maximum amount of Indebtedness that Holdings and its
Restricted Subsidiaries may incur pursuant to this covenant shall not be deemed
to be exceeded, with respect to any outstanding Indebtedness, due solely to the
result of fluctuations in the exchange rates of currencies.

                (b)     Holdings will not, and will not permit either Issuer or
any Subsidiary Guarantor to, directly or indirectly, incur any Indebtedness
which by its terms (or by the terms of any agreement governing such
Indebtedness) is subordinated in right of payment to any other Indebtedness of
Holdings or such Issuer or Subsidiary Guarantor, as the case may be, unless such
Indebtedness is also by its terms (or by the terms of any agreement governing
such Indebtedness) made expressly subordinate to the Notes or the applicable
Guarantee, as the case may be, to the same extent and in the same manner as such
Indebtedness is subordinated to other Indebtedness of Holdings or such Issuer or
Subsidiary Guarantor, as the case may be.

Section 4.10.   LIMITATION ON ASSET SALES.

                (A)     Holdings will not, and will not permit any of its
Restricted Subsidiaries to, consummate an Asset Sale unless

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

                (2)     at least 75% of the consideration received by Holdings
        or the Restricted Subsidiary, as the case may be, from such Asset Sale
        shall be in the form of cash or Cash Equivalents and is received at the
        time of such disposition; PROVIDED that (a) the amount of any
        Indebtedness or other liabilities of Holdings or any such Restricted
        Subsidiary (other than liabilities that are by their terms subordinated
        to the Notes or any Guarantee thereof) that are assumed by the
        transferee of any such assets and (b) the fair market value of any
        marketable securities, currencies, notes or other obligations received
        by Holdings or any such Restricted Subsidiary in exchange for any such
        assets that are promptly converted into cash or Cash

                                      -44-
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        Equivalents within 180 days after the consummation of such Asset Sale
        (to the extent of cash received) shall be deemed to be cash for purposes
        of this provision; and

                (3)     upon the consummation of an Asset Sale, Holdings shall,
        subject to paragraph (B) below, apply, or cause such Restricted
        Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale
        within 365 days of receipt thereof either

                        (a)     to repay or prepay any Indebtedness under the
                Credit Agreement and, in the case of any such Indebtedness under
                any revolving credit facility, effect a permanent reduction in
                the availability under such revolving credit facility;

                        (b)     to make an Investment in properties and assets
                that replace the properties and assets that were the subject of
                such Asset Sale or in properties and assets that will be used,
                or Capital Stock of a Person engaged, in a Permitted Business
                ("REPLACEMENT ASSETS"); and/or

                        (c)     a combination of prepayment and investment
                permitted by the foregoing clauses (3)(a) and (3)(b).

                (B)     On the 366th day after an Asset Sale (a "NET PROCEEDS
OFFER TRIGGER DATE"), such aggregate amount of Net Cash Proceeds which have not
been applied on or before such Net Proceeds Offer Trigger Date as permitted in
clauses (3)(a), (3)(b) and (3)(c) of paragraph (A) above (each, a "NET PROCEEDS
OFFER AMOUNT") shall be applied by Holdings or such Restricted Subsidiary to
allow the Issuers to make an offer to purchase (the "NET PROCEEDS OFFER") to all
Holders and, to the extent required by the terms of any Pari Passu Indebtedness,
an offer to purchase to all holders of such Pari Passu Indebtedness, on a
Purchase Date not less than 30 nor more than 45 days following the applicable
Net Proceeds Offer Trigger Date, from all Holders (and holders of any such Pari
Passu Indebtedness) on a PRO RATA basis, that amount of Notes (and Pari Passu
Indebtedness) equal to the Net Proceeds Offer Amount at a price equal to 100% of
the principal amount of the Notes (and Pari Passu Indebtedness) to be purchased,
plus accrued and unpaid interest thereon, if any, to the date of purchase.

                (C)     If at any time any non-cash consideration received by
Holdings or any Restricted Subsidiary of Holdings, as the case may be, in
connection with any Asset Sale is converted into or sold or otherwise disposed
of for cash (other than interest received with respect to any such non-cash
consideration), then such conversion or disposition shall be deemed to
constitute an Asset Sale hereunder and the Net Cash Proceeds thereof shall be
applied in accordance with this Section 4.10.

                (D)     The Issuers may defer the Net Proceeds Offer until there
is an aggregate unutilized Net Proceeds Offer Amount equal to or in excess of
$10.0 million resulting from one or more Asset Sales (at which time, the entire
unutilized Net Proceeds Offer Amount, and not just the amount in excess of $10.0
million, shall be applied as required pursuant to this Section 4.10).

                (E)     In the event of the transfer of substantially all (but
not all) of the property and assets of Holdings and its Restricted Subsidiaries
as an entirety to a Person in a transaction permitted under Article V hereof,
which transaction does not constitute a Change of Control, the successor
corporation shall be deemed to have sold the properties and assets of Holdings
and its Restricted Subsidiaries not so transferred for purposes of this
covenant, and shall comply with the provisions of this covenant with respect to
such deemed sale as if it were an Asset Sale. In addition, the fair market value
of such properties and assets of Holdings or its Restricted Subsidiaries deemed
to be sold shall be deemed to be Net Cash Proceeds for purposes of this
covenant.

                (F)     With respect to any Permitted Sale and Leaseback
Transaction, (1) the reference to "365 days" in clause (A)(3) above shall mean
"545 days" and (2) the reference to the "366th day" in paragraph (B) above shall
mean the "546th day."

                (G)     To the extent that the aggregate value of Notes tendered
pursuant to such Net Proceeds Offer is less than the Net Proceeds Offer Amount,
Holdings may use the remaining amounts for general corporate purposes. Upon
completion of such Net Proceeds Offer, the Net Proceeds Offer Amount will be
reset to zero.

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                (H)     Notwithstanding paragraphs (A) and (B) of this Section
4.10, Holdings and its Restricted Subsidiaries will be permitted to consummate
an Asset Sale without complying with such paragraphs to the extent that:

                 (i)    the consideration for such Asset Sale constitutes
        Replacement Assets; and

                (ii)    such Asset Sale is for fair market value;

PROVIDED that any cash or Cash Equivalents received by Holdings or any of its
Restricted Subsidiaries in connection with any Asset Sale permitted to be
consummated under this paragraph shall constitute Net Cash Proceeds subject to
the provisions of paragraphs (A) and (B) of this Section 4.10.

                (I)     The Issuers will comply with the requirements of Rule
14e-1 under the Exchange Act and any other securities laws and regulations to
the extent such laws and regulations are applicable in connection with the
repurchase of Notes pursuant to a Net Proceeds Offer. To the extent that the
provisions of any securities laws or regulations conflict with this Section
4.10, Holdings shall comply with the applicable securities laws and regulations
and shall not be deemed to have breached its obligations under this Section 4.10
by virtue thereof. The Net Proceeds Offer shall be made in compliance with the
applicable procedures set forth in Article III hereof and shall include all
instructions and materials necessary to enable Holders to tender their Notes.

Section 4.11.   LIMITATIONS ON TRANSACTIONS WITH AFFILIATES.

                Holdings will not, and will not permit any of its Restricted
Subsidiaries to, directly or indirectly, enter into or permit to exist any
transaction or series of related transactions (including, without limitation,
the purchase, sale, lease or exchange of any property or the rendering of any
service) with, or for the benefit of, any of its Affiliates (each, an "AFFILIATE
TRANSACTION"), other than (x) Affiliate Transactions permitted under the third
paragraph of this covenant and (y) Affiliate Transactions on terms that are no
less favorable than those that might reasonably have been obtained in a
comparable transaction at such time on an arm's-length basis from a Person that
is not an Affiliate of Holdings or such Restricted Subsidiary.

                All Affiliate Transactions (and each series of related Affiliate
Transactions which are similar or part of a common plan) involving aggregate
payments or other property with a fair market value in excess of $2.5 million
shall be approved by the Board of Directors of Holdings or such Restricted
Subsidiary, as the case may be, such approval to be evidenced by a Board
Resolution stating that such Board of Directors has determined that such
transaction complies with the foregoing provisions. If Holdings or any
Restricted Subsidiary of Holdings enters into an Affiliate Transaction (or a
series of related Affiliate Transactions related to a common plan) that involves
an aggregate fair market value of more than $10.0 million, Holdings or such
Restricted Subsidiary, as the case may be, shall, prior to the consummation
thereof, obtain a favorable opinion as to the fairness of such transaction or
series of related transactions to Holdings or the relevant Restricted
Subsidiary, as the case may be, from a financial point of view, issued by an
Independent Financial Advisor and file the same with the Trustee.

                The restrictions set forth in the first paragraph of this
Section 4.11 shall not apply to

                (1)     reasonable fees and compensation paid to and indemnity
        and reimbursement provided on behalf of, officers, directors, employees
        or consultants of Holdings or any Restricted Subsidiary of Holdings as
        determined in good faith by Holdings' Board of Directors or senior
        management;

                (2)     transactions exclusively between or among Holdings and
        any of its Restricted Subsidiaries or exclusively between or among such
        Restricted Subsidiaries;

                (3)     any agreement (other than the Management Agreement) as
        in effect as of the Issue Date or any amendment thereto or any
        transaction contemplated thereby (including pursuant to any amendment
        thereto) in any replacement agreement thereto so long as any such
        amendment or replacement agreement is not materially more
        disadvantageous to the Holders, taken as a whole, in any material
        respect than the original agreement as in effect on the Issue Date;

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                (4)     the payment to Castle Harlan, Inc. of management fees
        pursuant to and in accordance with the Management Agreement not to
        exceed the amount per year specified in the Management Agreement;
        PROVIDED that, in the event the full amount thereof is not paid in any
        year, the deficiency may cumulate; and PROVIDED that no Default or Event
        of Default shall have occurred and be continuing at the time of payment,
        may be paid together with the then current management fee for such
        subsequent year;

                (5)     Restricted Payments permitted by this Indenture;

                (6)     any employment, stock option, stock repurchase, employee
        benefit, compensation, business expense reimbursement, severance,
        termination or other employment-related agreements, arrangements or
        plans entered into by Holdings or any of its Restricted Subsidiaries in
        the ordinary course of business;

                (7)     loans or advances to employees or directors in the
        ordinary course of business of Holdings or any of its Restricted
        Subsidiaries to the extent permitted under this Indenture;

                (8)     any payments or other transactions pursuant to any
        tax-sharing agreement between Holdings and any other Person with which
        it files a consolidated tax return or with which Holdings is part of a
        consolidated group for tax purposes;

                (9)     any Affiliate Transaction which constitutes a Permitted
        Investment;

                (10)    any transaction on arm's length terms with
        non-Affiliates that become Affiliates as a result of such transaction;

                (11)    the issuance of Qualified Capital Stock of Holdings or
        any of its Restricted Subsidiaries; and

                (12)    transactions with customers, suppliers or purchasers or
        sellers of goods or services which are fair to Holdings and its
        Restricted Subsidiaries as determined by the Board of Directors of
        Holdings.

Section 4.12.   LIMITATION ON LIENS.

                Holdings will not, and will not cause or permit any of its
Restricted Subsidiaries to, directly or indirectly, create, incur, assume or
permit or suffer to exist any Liens (other than Permitted Liens) of any kind
against or upon any property or assets of Holdings or any of its Restricted
Subsidiaries whether owned on the Issue Date or acquired after the Issue Date,
or any proceeds therefrom, or assign or otherwise convey any right to receive
income or profits therefrom unless

                (1)     in the case of Liens securing Subordinated Indebtedness,
        the Notes are secured by a Lien on such property, assets or proceeds
        that is senior in priority to such Liens; and

                (2)     in all other cases, the Notes are equally and ratably
        secured by a Lien on such property, assets, proceeds, income or profit.

                In the event that all Liens, the existence of any of which gives
rise to a Lien securing the Notes pursuant to the provisions of this Section
4.12, cease to exist, the Lien securing the Notes required by this Section 4.12
shall automatically be released and the Trustee shall execute appropriate
documentation.

Section 4.13.   CONTINUED EXISTENCE.

                Subject to Article V hereof, each of the Issuers and the
Guarantors shall do or cause to be done all things necessary to preserve and
keep in full force and effect (i) its corporate or other existence in accordance
with the organizational documents (as the same may be amended from time to time)
of the Issuers or such Guarantor and (ii) the material rights (charter and
statutory), licenses and franchises of the Issuers or such Guarantor, except to
the

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extent that the applicable Board of Directors determines in good faith that the
preservation of such right, license or franchise is no longer necessary or
desirable in the conduct of the business of the Issuers or such Guarantor.

Section 4.14.   INSURANCE MATTERS.

                Holdings shall provide or cause to be provided, for itself and
each of its Restricted Subsidiaries, insurance (including appropriate
self-insurance) against loss or damage of the kinds that, in the reasonable,
good faith opinion of Holdings, are adequate and appropriate for the conduct of
the business of Holdings and its Restricted Subsidiaries in a prudent manner,
with reputable insurers or with the government of the United States of America
or an agency or instrumentality thereof, in such amounts, with such deductibles,
and by such methods as shall be either (i) consistent with past practices of
Holdings or the applicable Restricted Subsidiary or (ii) customary, in the
reasonable, good faith opinion of Holdings, for corporations similarly situated
in the industry, unless the failure to provide such insurance (together with all
other such failures) would not have a material adverse effect on the financial
condition or results of operations of Holdings and its Restricted Subsidiaries,
taken as a whole.

Section 4.15.   OFFER TO REPURCHASE UPON CHANGE OF CONTROL.

                Upon the occurrence of a Change of Control, each Holder of Notes
shall have the right to require the Issuers to repurchase all or any part (equal
to $1,000 or an integral multiple thereof) of such Holder's Notes (a "CHANGE OF
CONTROL OFFER") at a Purchase Price in cash equal to 101% of the aggregate
principal amount thereof, together with accrued and unpaid interest and
Additional Interest, if any, thereon to the Purchase Date. The Change of Control
Offer shall be made in compliance with the applicable procedures set forth in
Article III hereof and shall include all instructions and materials necessary to
enable Holders to tender their Notes.

                The Issuers 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 Issuers and purchases all Notes validly tendered and not withdrawn
under such Change of Control Offer.

                The Issuers will comply with the requirements of Rule 14e-1
under the Exchange Act and any other securities laws and regulations to the
extent such laws and regulations are applicable in connection with the
repurchase of Notes pursuant to a Change of Control Offer. To the extent that
the provisions of any securities laws or regulations conflict with this Section
4.15, the Issuers shall comply with the applicable securities laws and
regulations and shall not be deemed to have breached its obligations under this
Section 4.15 by virtue hereof.

Section 4.16.   ADDITIONAL SUBSIDIARY GUARANTEES.

                If Holdings or any of its Restricted Subsidiaries transfers or
causes to be transferred, in one transaction or a series of related
transactions, any property to any Material Domestic Restricted Subsidiary that
is not an Issuer or a Subsidiary Guarantor, or if Holdings or any of its
Restricted Subsidiaries shall organize, acquire or otherwise invest in another
Material Domestic Restricted Subsidiary, then such transferee or acquired or
other Restricted Subsidiary shall execute and deliver to the Trustee a
supplemental indenture in form reasonably satisfactory to the Trustee pursuant
to which such Restricted Subsidiary shall unconditionally guarantee all of the
Issuers' obligations under the Notes and this Indenture on the terms set forth
in this Indenture. Thereafter, such Restricted Subsidiary shall be a Subsidiary
Guarantor for all purposes of this Indenture.

Section 4.17.   CONDUCT OF BUSINESS.

                Holdings and its Restricted Subsidiaries will not engage in any
business which is not a Permitted Business.

Section 4.18.   PAYMENTS FOR CONSENT.

                Neither Holdings nor any of its Subsidiaries shall, directly or
indirectly, pay or cause to be paid any consideration, whether by way of
interest, fee or otherwise, to any Holder of any Notes for or as an inducement

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to any consent, waiver or amendment of any of the terms or provisions of this
Indenture or the Notes unless such consideration is offered to be paid or is
paid to all Holders of the Notes that consent, waive or agree to amend in the
time frame set forth in the solicitation documents relating to such consent,
waiver or agreement.

Section 4.19.   LIMITATION ON PREFERRED STOCK OF RESTRICTED SUBSIDIARIES.

                Holdings will not permit any of its Restricted Subsidiaries that
are not Issuers or Subsidiary Guarantors to issue any Preferred Stock (other
than to Holdings or to a Wholly Owned Restricted Subsidiary of Holdings) or
permit any Person (other than Holdings or a Wholly Owned Restricted Subsidiary
of Holdings) to own any Preferred Stock of any Restricted Subsidiary of Holdings
that is not an Issuer or a Subsidiary Guarantor.

                                   ARTICLE V.

                                   SUCCESSORS

Section 5.1.    MERGER, CONSOLIDATION AND OR SALE OF ASSETS.

                None of Holdings or either Issuer will, in a single transaction
or series of related transactions, consolidate or merge with or into any Person,
or sell, assign, transfer, lease, convey or otherwise dispose of (or cause or
permit any Restricted Subsidiary of Holdings to sell, assign, transfer, lease,
convey or otherwise dispose of) all or substantially all of the assets of
Holdings or the Company (determined on a consolidated basis for Holdings or the
Company, as the case may be) whether as an entirety or substantially as an
entirety to any Person unless

                (1)     either

                        (a)     Holdings or the Company, as the case may be,
                shall be the surviving or continuing Person; or

                        (b)     the Person (if other than Holdings or the
                Company) formed by such consolidation or into which Holdings or
                the Company, as the case may be, is merged or the Person which
                acquires by sale, assignment, transfer, lease, conveyance or
                other disposition the properties and assets of Holdings or the
                Company, as the case may be, and its Restricted Subsidiaries
                substantially as an entirety (the "SURVIVING ENTITY")

                                (x)     shall be a corporation or a partnership
                        or a limited liability company, in each case, organized
                        and validly existing under the laws of the United States
                        or any State thereof or the District of Columbia; and

                                (y)     shall expressly assume, by supplemental
                        indenture (in form and substance reasonably satisfactory
                        to the Trustee in all respects), executed and delivered
                        to the Trustee, the due and punctual payment of the
                        principal of, and premium, if any, and interest on all
                        of the Notes or the Obligations under the Holdings
                        Guarantee, as the case may be, and the performance of
                        every covenant of the Notes, this Indenture, the
                        Holdings Guarantee (in the case of Holdings) and the
                        Registration Rights Agreement on the part of Holdings or
                        the Company, as the case may be, to be performed or
                        observed; PROVIDED that at any time the Company or its
                        successor is a partnership or a limited liability
                        company, there shall be a co-issuer of the Notes that is
                        a corporation;

                (2)     except in the case of a consolidation or merger of
        Holdings or the Company, as the case may be, with or into a Wholly Owned
        Restricted Subsidiary of Holdings, or a sale, assignment, transfer,
        lease, conveyance or other disposition of all or substantially all of
        the assets of Holdings or the Company, as the case may be, to a Wholly
        Owned Restricted Subsidiary of Holdings, immediately after giving effect
        to such transaction and the assumption contemplated by clause (1)(b)(y)
        above (including giving effect to any Indebtedness (including Acquired
        Indebtedness) incurred or anticipated to be incurred in connection with
        or in respect of such transaction), Holdings or such Surviving Entity,
        as the case may be, shall be able

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        to incur at least $1.00 of additional Indebtedness (other than Permitted
        Indebtedness) pursuant to Section 4.9 hereof;

                (3)     immediately after giving effect to such transaction and
        the assumption contemplated by clause (1)(b)(y) above (including,
        without limitation, giving effect to any Indebtedness (including
        Acquired Indebtedness) incurred and any Lien granted in connection with
        or in respect of the transaction), no Default or Event of Default shall
        have occurred or be continuing; and

                (4)     Holdings or the Company or the Surviving Entity shall
        have delivered to the Trustee an Officers' Certificate and an Opinion of
        Counsel, each stating that such consolidation, merger, sale, assignment,
        transfer, lease, conveyance or other disposition and, if a supplemental
        indenture is required in connection with such transaction, such
        supplemental indenture comply with the applicable provisions of this
        Indenture and that all conditions precedent in this Indenture relating
        to such transaction have been satisfied.

                For purposes of the foregoing, (i) the transfer (by lease,
assignment, sale or otherwise, in a single transaction or series of
transactions) of all or substantially all of the properties or assets of one or
more Restricted Subsidiaries of Holdings or the Company, as the case may be, the
Capital Stock of which constitutes all or substantially all of the properties
and assets of Holdings or the Company, as the case may be, shall be deemed to be
the transfer of all or substantially all of the properties and assets of
Holdings or the Company, as the case may be, and (ii) Holdings or the Company,
as the case may be, if surviving, will be automatically discharged from all of
its Obligations under this Indenture and the Notes or the Holdings Guarantee, as
applicable, so long as the requirements set forth above are satisfied.

                Upon any consolidation, combination or merger or any transfer of
all or substantially all of the assets of Holdings or the Company, as the case
may be, in accordance with the foregoing, in which Holdings or the Company, as
the case may be, is not the continuing corporation, the Surviving Entity formed
by such consolidation or into which Holdings or the Company, as the case may be,
is merged or to which such conveyance, lease or transfer is made shall succeed
to, and be substituted for, and may exercise every right and power of, Holdings
or the Company, as the case may be, under this Indenture and the Notes or the
Holdings Guarantee, as applicable, with the same effect as if such Surviving
Entity had been named as such.

                Each Subsidiary Guarantor (other than any Subsidiary Guarantor
whose Guarantee is to be released in accordance with the terms of the Guarantee
and this Indenture in connection with any transaction complying with the
provisions of Section 4.10 hereof) will not, and Holdings will not cause or
permit any Subsidiary Guarantor to, consolidate with or merge with or into any
Person other than Holdings, the Company or any other Subsidiary Guarantor unless

                (1)     the entity formed by or surviving any such consolidation
        or merger (if other than Holdings, the Company or the Subsidiary
        Guarantor) or to which such sale, lease, conveyance or other disposition
        shall have been made is a corporation organized and existing under the
        laws of the United States or any State thereof or the District of
        Columbia;

                (2)     such entity assumes by supplemental indenture all of the
        obligations of the Subsidiary Guarantor under its Guarantee, this
        Indenture and the Registration Rights Agreement;

                (3)     immediately after giving effect to such transaction, no
        Default or Event of Default shall have occurred and be continuing; and

                (4)     immediately after giving effect to such transaction and
        the use of any net proceeds therefrom on a PRO FORMA basis, Holdings
        could satisfy the provisions of clause (2) of the first paragraph of
        this Section 5.1.

                Any merger or consolidation, or sale, assignment, transfer,
lease, conveyance or other disposition of all or substantially all of the
property or assets, (a) of the Company or a Subsidiary Guarantor with and into
Holdings or the Company (with Holdings or the Company, as the case may be, being
the surviving entity) or another

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Subsidiary Guarantor that is a Wholly Owned Restricted Subsidiary of Holdings or
(b) of Holdings with an Affiliate incorporated solely for the purpose of
reincorporating Holdings in another jurisdiction in the United States or any
state thereof or the District of Columbia, need only comply with clause (4) of
the first paragraph of this Section 5.1.

Section 5.2.    SUCCESSOR CORPORATION SUBSTITUTED.

                Upon any consolidation or merger, or any sale, lease, conveyance
or other disposition of all or substantially all of the assets of Holdings or
the Company, as the case may be, in accordance with Section 5.1 hereof, the
Surviving Entity shall succeed to and be substituted for, and may exercise every
right and power of, Holdings or the Company, as the case may be, under this
Indenture with the same effect as if such Surviving Entity had been named as
Holdings or the Company, as the case may be, herein; PROVIDED, HOWEVER, that the
predecessor Company shall not be relieved from the obligation to pay the
principal, Purchase Price or Redemption Price of or interest or Additional
Interest, if any, on the Notes except in the case of a sale of all of the
Company's assets that meets the requirements of Section 5.1 hereof.

                                   ARTICLE VI.

                              DEFAULTS AND REMEDIES

Section 6.1.    EVENTS OF DEFAULT.

                Each of the following constitutes an "EVENT OF DEFAULT":

                (a)     the failure to pay interest on any Note when the same
        becomes due and payable and the default continues for a period of 30
        days;

                (b)     the failure to pay the principal of any Note, when such
        principal becomes due and payable, at maturity, upon redemption or
        otherwise (including the failure to make a payment to purchase Notes
        tendered pursuant to a Change of Control Offer or a Net Proceeds Offer);

                (c)     a default by an Issuer or any Guarantor in the
        observance or performance of any other covenant or agreement contained
        herein which default continues for a period of 45 days after such Issuer
        or such Guarantor receives written notice specifying the default (and
        demanding that such default be remedied and stating that such notice is
        a "Notice of Default") from the Trustee or the Holders of at least 25%
        of the outstanding principal amount of the Notes (except in the case of
        a default with respect to Section 5.1 hereof, which will constitute an
        Event of Default with such notice requirement but without such passage
        of time requirement);

                (d)     the failure to pay at final maturity (giving effect to
        any applicable grace periods and any extensions thereof) the principal
        amount of any Indebtedness of Holdings or any Restricted Subsidiary of
        Holdings (other than a Foreign Restricted Subsidiary that is not a
        Significant Subsidiary), or the acceleration of the final stated
        maturity of any such Indebtedness, if the aggregate principal amount of
        such Indebtedness, together with the principal amount of any other such
        Indebtedness in default for failure to pay principal at final maturity
        or which has been accelerated, aggregates $10.0 million or more at any
        time and such failure shall not have been cured or waived within 30 days
        thereof;

                (e)     one or more judgments (not covered by insurance as to
        which the carrier has assumed the defense or acknowledged coverage) in
        an aggregate amount in excess of $10.0 million shall have been rendered
        against Holdings or any of its Restricted Subsidiaries (other than a
        Foreign Restricted Subsidiary that is not a Significant Subsidiary) and
        such judgments shall remain undischarged, unpaid or unstayed for a
        period of 60 consecutive days after such judgment or judgments become
        final and non-appealable;

                (f)     Holdings, the Company or any Significant Subsidiary of
        Holdings:

                                  (i)   commences a voluntary case under any
                        Bankruptcy Law,

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

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

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

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

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

                                  (i)   is for relief in an involuntary case
                        against Holdings, the Company or any Significant
                        Subsidiary of Holdings;

                                 (ii)   appoints a custodian or receiver of
                        Holdings, the Company or any Significant Subsidiary of
                        Holdings or for all or substantially all of the property
                        of any of the foregoing;

                                (iii)   orders the liquidation of Holdings, the
                        Company or any Significant Subsidiary of Holdings;

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

                (h)     the Holdings Guarantee or any Guarantee of a Significant
        Subsidiary of Holdings ceases to be in full force and effect or is
        declared to be null and void and unenforceable or is found to be invalid
        or Holdings or any Subsidiary Guarantor that is a Significant Subsidiary
        of Holdings denies its liability in writing under its Guarantee (in each
        case, other than in accordance with the terms of this Indenture).

Section 6.2.    ACCELERATION.

                If any Event of Default (other than an Event of Default
specified in clause (f) or (g) of Section 6.1 hereof with respect to Holdings or
the Company) shall occur and be continuing, the Trustee or the Holders of at
least 25% in principal amount of the then outstanding Notes by written notice to
the Issuers (and the Trustee, if such notice is given by such Holders) may
declare the principal of and accrued and unpaid interest on the Notes to be due
and payable immediately, which notice shall specify the respective Events of
Default and that it is a "NOTICE OF ACCELERATION". Upon any such declaration,
the entire principal amount of, and accrued and unpaid interest and Additional
Interest, if any, on the Notes shall become immediately due and payable.

                Notwithstanding the foregoing, if an Event of Default specified
in clause (f) or (g) of Section 6.1 hereof occurs with respect to Holdings or
the Issuers, all outstanding Notes shall be due and payable immediately without
further action or notice.

                The Holders of not less than a majority in aggregate principal
amount of the then outstanding Notes by written notice to the Issuers and the
Trustee may, on behalf of the Holders of all of the Notes, rescind an
acceleration and its consequences:

                (1)     if the rescission would not conflict with any judgment
        or decree; and

                (2)     if all existing Events of Default have been cured or
        waived except nonpayment of principal or interest that has become due
        solely because of the acceleration.

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

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Section 6.3.    OTHER REMEDIES.

                If an Event of Default occurs and is continuing, the Trustee may
pursue any available remedy to collect the payment of principal, premium, if
any, interest or Additional Interest, if any, 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, and
any recovery or judgment shall, after provision for the payment of the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel, be for the ratable benefit of the Holders of the Notes.
A delay or omission by the Trustee or any Holder in exercising any right or
remedy accruing upon an Event of Default shall not impair the right or remedy or
constitute a waiver of or acquiescence in the Event of Default. All remedies are
cumulative to the extent permitted by law.

Section 6.4.    WAIVER OF PAST DEFAULTS.

                The Holders of a majority in principal amount of the Notes may
waive any existing or past Default or Event of Default under this Indenture, and
its consequences, except a default in the payment of the principal of or
interest on any Notes. Upon any such waiver, such Default shall cease to exist,
and any Event of Default arising therefrom shall be deemed to have been cured
for every purpose of this Indenture; but no such waiver shall extend to any
subsequent or other Default or impair any right consequent thereon.

Section 6.5.    CONTROL BY MAJORITY.

                Holders of a majority in principal amount of the then
outstanding Notes may direct the time, method and place of conducting any
proceeding for exercising any remedy available to the Trustee or exercising any
trust or power conferred on it. However, the Trustee may refuse to follow any
direction that conflicts with applicable law or this Indenture that the Trustee
reasonably determines may be unduly prejudicial to the rights of other Holders
of Notes or that may subject the Trustee to personal liability and shall be
entitled to the benefit of Sections 7.1(c)(iii) and (e) hereof.

Section 6.6.    LIMITATION ON SUITS.

                A Holder of a Note may pursue a remedy with respect to this
Indenture or the Notes only if:

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

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

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

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

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

A Holder of a Note may not use this Indenture to prejudice the rights of another
Holder of a Note or to obtain a preference or priority over another Holder of a
Note.

Section 6.7.    RIGHTS OF HOLDERS OF NOTES TO RECEIVE PAYMENT.

                Notwithstanding any other provision of this Indenture, the right
of any Holder of a Note to receive payment of principal of, or premium, if any,
interest or Additional Interest, if any, on the Note, on or after the re-

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spective due dates thereon (including in connection with an offer to
repurchase), 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
written consent of such Holder.

Section 6.8.    COLLECTION SUIT BY TRUSTEE.

                If an Event of Default specified in Section 6.l (a) or (b)
occurs and is continuing, the Trustee is authorized to recover judgment in its
own name and as trustee of an express trust against the Issuers for the whole
amount of principal of, premium and Additional Interest, if any, and interest
remaining unpaid on the Notes and interest on overdue principal and, to the
extent lawful, interest and Additional Interest, if any, and such further
amounts as shall be sufficient to cover the costs and expenses of collection,
including the reasonable compensation, expense, disbursements and advances of
the Trustee, its agents and counsel.

Section 6.9.    [INTENTIONALLY OMITTED].

Section 6.10.   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 (including accountants,
experts or such other processionals as the Trustee deems necessary, advisable or
appropriate) and counsel and the Holders of the Notes allowed in any judicial
proceedings relative to the Issuers (or any other obligor upon the Notes), its
creditors or its property and shall be entitled and empowered to collect,
receive and distribute any money or other property payable or deliverable on any
such claims, and any custodian in any such judicial proceeding is hereby
authorized by each Holder to make such payments to the Trustee, and in the event
that the Trustee shall consent to the making of such payments directly to the
Holders, to pay to the Trustee any amount due to it for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, and any other amounts due the Trustee under Section 7.7 hereof. To
the extent that the payment of any such compensation, expenses, disbursements
and advances of the Trustee, its agents and counsel, and any other amounts due
the Trustee under Section 7.7 hereof out of the estate in any such proceeding,
shall be denied for any reason, payment of the same shall be secured by a lien
on, and shall be paid out of, any and all distributions, dividends, money,
securities and other properties that the Holders may be entitled to receive in
such proceeding whether in liquidation or under any plan of reorganization or
arrangement or otherwise. Nothing herein contained shall be deemed to authorize
the Trustee to authorize or consent to or accept or adopt on behalf of any
Holder any plan of reorganization, arrangement, adjustment or composition
affecting the Notes or the rights of any Holder, or to authorize the Trustee to
vote in respect of the claim of any Holder in any such proceeding.

Section 6.11.   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 7.7 hereof, including payment of all compensation, expense
        and liabilities incurred, and all advances made, by the Trustee and the
        costs and expenses of collection;

                SECOND: to Holders of Notes for amounts due and unpaid on the
        Notes for principal, Purchase Price, Redemption Price and Additional
        Interest, if any, and interest, ratably, without preference or priority
        of any kind, according to the amounts due and payable on the Notes for
        principal, Purchase Price, Redemption Price and Additional Interest, if
        any, and interest, respectively; and

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

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The Trustee may fix a special record date and payment date for any payment to
Holders of Notes pursuant to this Section 6.11.

Section 6.12.   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 6.7 hereof, or a suit by Holders of more than
10% in principal amount of the then outstanding Notes.

                                  ARTICLE VII.

                                     TRUSTEE

Section 7.1.    DUTIES OF TRUSTEE.

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

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

                 (i)    the duties of the Trustee shall be determined solely by
        the express provisions of this Indenture and the TIA and the Trustee
        need perform only those duties that are specifically set forth in this
        Indenture and no others, and no implied covenants or obligations shall
        be read into this Indenture or the TIA against the Trustee; and

                (ii)    in the absence of bad faith on its part, the Trustee may
        conclusively rely, without investigation, as to the truth or the
        statements and the correctness of the opinions expressed therein, upon
        and statements, certificates or opinions furnished to the Trustee and
        conforming to the requirements of this Indenture.

However, in the case of any such certificates or opinions which by any provision
hereof are specifically required to be furnished to the Trustee, the Trustee
shall examine the certificates and opinions to determine whether or not they
conform on their face to the requirements of this Indenture.

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

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

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

                (iii)   the Trustee shall not be liable with respect to any
        action it takes or omits to take in good faith in accordance with a
        direction received by it pursuant to Section 6.5 hereof.

                (d)     Whether or not therein expressly so provided, every
provision of this Indenture that in any way relates to the Trustee is subject to
this Section 7.1.

                (e)     No provision of this Indenture shall require the Trustee
to expend or risk its own funds or incur any liability. The Trustee shall be
under no obligation to exercise any of its rights and powers under this
In-

                                      -55-
<Page>

denture at the request of any Holders, pursuant to the provisions of this
Indenture, including, without limitation, Section 6.5 hereof, unless such Holder
shall have offered to the Trustee security and indemnity satisfactory to it
against any loss, liability or expense which might be incurred by it in
compliance with such request or direction.

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

Section 7.2.    RIGHTS OF TRUSTEE.

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

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

                (c)     The Trustee may act through its attorneys, accountants,
experts and such other agents or professionals as the Trustee deems necessary,
advisable or appropriate and shall not be responsible for the misconduct or
negligence of any attorney, accountant, expert or other such agent or
professional appointed with due care.

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

                (e)     Unless otherwise specifically provided in this
Indenture, any demand, request, direction or notice from the Issuers shall be
sufficiently evidenced by a written order signed by two Officers of an Issuer.

                (f)     The Trustee shall not be charged with knowledge of any
Default or Event of Default under Section 6.1 hereof (other than under Section
6.1(a) (subject to the following sentence) or Section 6.1(b) hereof) unless
either (i) a Responsible Officer shall have actual knowledge thereof, or (ii)
the Trustee shall have received notice thereof in accordance with Section 13.2
hereof from the Issuers or any Holder of the Notes. The Trustee shall not be
charged with knowledge of the Issuers' obligation to pay Additional Interest, or
the cessation of such obligation, unless the Trustee receives written notice
thereof from the Issuers or any Holder.

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

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

                (i)     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 security or indemnity reasonably satisfactory
to the Trustee against the costs, expenses and liabilities which might be
incurred by it in compliance with such request or direction.

                (j)     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,

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debenture, note, other evidence of indebtedness or other paper or document, but
the Trustee, in its discretion, may make such further inquiry or investigation
into such facts or matters as it may see fit.

Section 7.3.    INDIVIDUAL RIGHTS OF TRUSTEE.

                The Trustee in its individual or any other capacity may become
the owner or pledgee of Notes and may otherwise deal with the Issuers or any
Affiliate of the Issuers with the same rights it would have if it were not
Trustee. However, in the event that the Trustee acquires any conflicting
interest within the meaning of the TIA it must eliminate such conflict within 90
days, apply (subject to the consent of the Issuers) to the Commission for
permission to continue as trustee or resign. Any Agent may do the same with like
rights and duties. The Trustee is also subject to Sections 7.10 and 7.11 hereof.

Section 7.4.    TRUSTEE'S DISCLAIMER.

                The Trustee shall not be responsible for and makes no
representation as to the validity or adequacy of this Indenture, or the Notes,
it shall not be accountable for the Issuers' use of the proceeds from the Notes
or any money paid to the Issuers or upon the Issuers' direction under any
provision of this Indenture, it shall not be responsible for the use or
application of any money received by any Paying Agent other than the Trustee,
and it shall not be responsible for any statement or recital herein or any
statement in the Notes or any other document in connection with the sale of the
Notes or pursuant to this Indenture other than its certificate of
authentication.

Section 7.5.    NOTICE OF DEFAULTS.

                If a Default or Event of Default occurs and is continuing, the
Trustee shall mail to Holders of Notes a notice of the Default or Event of
Default known to it within 90 days after it occurs. Except in the case of a
Default in payment on any Note (including the failure to make a mandatory
repurchase pursuant hereto), the Trustee may withhold the notice if and so long
as a committee of its Responsible Officers in good faith determines that
withholding the notice is in the interests of the Holders of the Notes.

Section 7.6.    REPORTS BY TRUSTEE TO HOLDER OF THE NOTES.

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

                A copy of each report at the time of its mailing to the Holders
of Notes shall be mailed to the Issuers and filed with the Commission and each
stock exchange on which the Notes are listed in accordance with TIA Section
313(d). The Issuers shall promptly notify the Trustee when the Notes are listed
on any stock exchange or delisted therefrom.

Section 7.7.    COMPENSATION, REIMBURSEMENT AND INDEMNITY.

                The Issuers shall pay to the Trustee from time to time such
compensation for its acceptance of this Indenture and the rendering by it of the
services required hereunder as shall be agreed upon in writing by the Issuers
and the Trustee. The Trustee's compensation shall not be limited by any law on
compensation of a trustee of an express trust. The Issuers shall reimburse the
Trustee promptly upon request for all reasonable disbursements, advances and
expenses incurred or made by or on behalf of it in addition to the compensation
for its services. Such expenses shall include the reasonable compensation,
disbursements and expenses of the Trustee's attorneys, accountants, experts and
such other professionals as the Trustee deems necessary, advisable or
appropriate.

                The Issuers shall indemnify the Trustee and any predecessor
Trustee against any and all losses, liabilities, claims, damages or expenses,
including taxes (other than taxes based upon, measured by or determined by the
income of the Trustee), incurred by it arising out of or in connection with the
acceptance or administration of its

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duties under this Indenture (including its duties under Section 9.6 hereof),
including the costs and expenses of enforcing this Indenture or any Guarantee
against the Issuers or a Guarantor (including this Section 7.7) and defending
itself against or investigating any claim (whether asserted by the Issuers, any
Guarantor, any Holder or any other Person) or liability in connection with the
exercise or performance of any of its powers or duties hereunder, except to the
extent any such loss, liability or expense may be attributable to its negligence
or willful misconduct. The Trustee shall notify the Issuers promptly of any
claim for which it may seek indemnity. Failure by the Trustee to so notify the
Issuers shall not relieve the Issuers of their obligations hereunder. The
Issuers shall defend any claim or threatened claim asserted against the Trustee,
and the Trustee shall cooperate in the defense. The Trustee may have separate
counsel and the Issuers shall pay the reasonable fees and expenses of such
counsel. The Issuers need not pay for any settlement made without their consent,
which consent shall not be unreasonably withheld.

                The obligations of the Issuers under this Section 7.7 shall
survive the resignation or removal of the Trustee, the satisfaction and
discharge of this Indenture and the termination of this Indenture.

                To secure the Issuers' payment obligations in this Section 7.7,
the Trustee shall have a Lien prior to the Notes on all money or property held
or collected by the Trustee, except that held in trust to pay principal,
Redemption Price or Purchase Price of or Additional Interest, if any, or
interest on, particular Notes. Such Lien shall survive the resignation or
removal of the Trustee, the satisfaction and discharge of this Indenture and the
termination of this Indenture.

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

Section 7.8.    REPLACEMENT OF TRUSTEE.

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

                The Trustee may resign in writing at any time and be discharged
from the trust hereby created by so notifying the Issuers. The Holders of Notes
of a majority in principal amount of the then outstanding Notes may remove the
Trustee by so notifying the Trustee and the Issuers in writing. The Issuers may
remove the Trustee if:

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

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

                (c)     a custodian, receiver or public officer takes charge of
        the Trustee or its property for the purpose of rehabilitation,
        conversation or liquidation; or

                (d)     the Trustee becomes incapable of acting.

                If the Trustee resigns or is removed or if a vacancy exists in
the office of Trustee for any reason, the Issuers shall promptly appoint a
successor Trustee. Within one year after the date on which the successor Trustee
takes office, the Holders of a majority in principal amount of the then
outstanding Notes may appoint a successor Trustee to replace the successor
Trustee appointed by the Issuers.

                If a successor Trustee does not take office within 30 days after
the retiring trustee resigns or is removed, the retiring Trustee, the Issuers,
or the Holders of Notes of at least 10% in principal amount of the then
outstanding Notes may petition any court of competent jurisdiction, in the case
of the Trustee, at the expense of the Issuers, for the appointment of a
successor Trustee.

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

                A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Issuers. Thereupon, the
resignation or removal of the retiring Trustee shall become effective, and the
successor Trustee shall have all the rights, powers and duties of the Trustee
under this Indenture. The Issuers shall mail a notice of its succession to
Holder of the Notes. The retiring Trustee shall promptly transfer all property
held by it as Trustee to the successor Trustee, PROVIDED all sums owing to the
Trustee hereunder have been paid and subject to the Lien provided for in Section
7.7 hereof. Notwithstanding replacement of the Trustee pursuant to this Section
7.8, the Issuers' obligations under Section 7.7 hereof shall continue for the
benefit of the retiring Trustee.

Section 7.9.    SUCCESSOR TRUSTEE BY MERGER, ETC.

                If the Trustee consolidates, merges or converts into, or
transfers all or substantially all of its corporate trust business to, another
corporation that is eligible under Section 7.10 hereof, the successor
corporation without any further act shall be the successor Trustee.

Section 7.10.   ELIGIBILITY; DISQUALIFICATION.

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

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

Section 7.11.   PREFERENTIAL COLLECTION OF CLAIMS AGAINST ISSUERS.

                The Trustee is subject to TIA Section 311(a), excluding any
creditor relationship listed in TIA Section 311(b). A Trustee who has resigned
or been removed shall be subject to TIA Section 311(a) to the extent indicated
therein.

                                  ARTICLE VIII.

                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.1.    OPTION TO EFFECT LEGAL DEFEASANCE OR COVENANT DEFEASANCE.

                The Issuers may, at the option of their Board of Directors
evidenced by a resolution set forth in an Officers' Certificate, at any time,
elect to have either Section 8.2 or 8.3 hereof be applied to all outstanding
Notes upon compliance with the conditions set forth below in this Article VIII.

Section 8.2.    LEGAL DEFEASANCE AND DISCHARGE.

                Upon the Issuers' exercise under Section 8.1 hereof of the
option applicable to this Section 8.2, the Issuers shall, subject to the
satisfaction of the conditions set forth in Section 8.4 hereof, be deemed to
have been discharged from its obligations with respect to all outstanding Notes
on the date the conditions set forth below are satisfied (hereinafter, "LEGAL
DEFEASANCE"). For this purpose, Legal Defeasance means that the Issuers shall be
deemed to have paid and discharged the entire Indebtedness represented by the
outstanding Notes, which shall thereafter be deemed to the "outstanding" only
for the purposes of Section 8.5 hereof and the other Sections of this Indenture
referred to in clauses (a) through (d) below, and to have satisfied all their
other obligations under such Notes and this Indenture (and the Trustee, on
demand of and at the expense of the Issuers, shall execute proper in-

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struments acknowledging the same), except for the following provisions which
shall survive until otherwise terminated or discharged hereunder:

                (a)     the rights of Holders to receive payments in respect of
        the principal of, premium, if any, and interest on the Notes when such
        payments are due;

                (b)     the Issuers' obligations with respect to the Notes
        concerning issuing temporary Notes, registration of Notes, mutilated,
        destroyed, lost or stolen Notes and the maintenance of an office or
        agency for payments;

                (c)     the rights, powers, trust, duties and immunities of the
        Trustee and the Issuers' obligations in connection therewith; and

                (d)     the Legal Defeasance provisions of this Article VIII.

                Subject to compliance with this Article VIII, the Issuers may
exercise their option under this Section 8.2, notwithstanding the prior exercise
of their option under Section 8.3 hereof.

Section 8.3.    COVENANT DEFEASANCE.

                Upon the Issuers' exercise under Section 8.1 hereof of the
option applicable to this Section 8.3, the Issuers shall, subject to the
satisfaction of the conditions set forth in Section 8.4 hereof, be released from
its obligations under the covenants contained in Sections 3.9, 3.10, 4.3, 4.5,
4.7 through 4.12, 4.13 (except with respect to the existence of each Issuer) and
4.14 through 4.19 hereof, both inclusive, and Section 5.1(2) with respect to the
outstanding Notes on and after the date the conditions set forth below are
satisfied (hereinafter, "COVENANT DEFEASANCE"), and the Notes shall thereafter
be deemed not "outstanding" for the purposes of any direction, waiver, consent
or declaration or act of Holders (and the consequences of any thereof) in
connection with such covenants, but shall continue to be deemed "outstanding"
for all other purposes hereunder (it being understood that such Notes shall not
be deemed outstanding for accounting purposes). For this purpose, Covenant
Defeasance means that, with respect to the outstanding Notes, the Issuers may
omit to comply with and shall have no liability in respect of any term,
condition or limitation set forth in any such covenant, whether directly or
indirectly, by reason of any reference elsewhere herein to any such covenant or
by reason of any reference in any such covenant to any other provision herein or
in any other document, and such omission to comply shall not constitute a
Default or an Event of Default under Section 6.1 hereof, but, except as
specified above the remainder of this Indenture and such Notes shall be
unaffected thereby. In addition, upon the Issuers' exercise under Section 8.1
hereof of the option applicable to this Section 8.3, subject to the satisfaction
of the conditions set forth in Section 8.4 hereof, Sections 6.1(c) through
6.1(h) hereof shall not constitute Events of Default.

Section 8.4.    CONDITIONS TO LEGAL OR COVENANT DEFEASANCE.

                The following are the conditions precedent to the application of
either Section 8.2 or 8.3 hereof to the outstanding Notes:

                In order to exercise either Legal Defeasance or Covenant
Defeasance:

                (1)     the Issuers must irrevocably deposit with the Trustee,
        in trust, for the benefit of the Holders cash in U.S. dollars, U.S.
        Government Securities, or a combination thereof, in such amounts as will
        be sufficient, in the opinion of a nationally recognized firm of
        independent public accountants selected by the Issuers, to pay the
        principal of, premium, if any, and interest on the Notes on the stated
        date for payment thereof or on the applicable redemption date, as the
        case may be;

                (2)     in the case of Legal Defeasance, the Issuers shall have
        delivered to the Trustee an Opinion of Counsel in the United States
        reasonably acceptable to the Trustee confirming that:

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

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

        in either case to the effect that, and based thereon such opinion of
        counsel shall confirm that, the Holders will not recognize income, gain
        or loss for federal income tax purposes as a result of such Legal
        Defeasance and will be subject to federal income tax on the same
        amounts, in the same manner and at the same times as would have been the
        case if such Legal Defeasance had not occurred;

                (3)     in the case of Covenant Defeasance, the Issuers shall
        have delivered to the Trustee an Opinion of Counsel in the United States
        reasonably acceptable to the Trustee confirming that the Holders will
        not recognize income, gain or loss for federal income tax purposes as a
        result of such Covenant Defeasance and will be subject to federal income
        tax on the same amounts, in the same manner and at the same times as
        would have been the case if such Covenant Defeasance had not occurred;

                (4)     no Default or Event of Default shall have occurred and
        be continuing on the date of such deposit (other than a Default or Event
        of Default arising in connection with the borrowing of funds to fund
        such deposit and the grant of any Lien securing such borrowing);

                (5)     such Legal Defeasance or Covenant Defeasance shall not
        result in a breach or violation of, or constitute a default under this
        Indenture (other than a Default or Event of Default arising in
        connection with the borrowing of funds to fund such deposit and the
        grant of any Lien securing such borrowing) or any other material
        agreement or instrument to which Holdings or any of its Subsidiaries is
        a party or by which Holdings or any of its Subsidiaries is bound;

                (6)     the Issuers shall have delivered to the Trustee an
        Officers' Certificate stating that the deposit was not made by the
        Issuers with the intent of preferring the Holders over any other
        creditors of the Issuers or with the intent of defeating, hindering,
        delaying or defrauding any other creditors of the Issuers or others;

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

                (8)     the Issuers shall have delivered to the Trustee an
        Opinion of Counsel to the effect that, assuming no intervening
        bankruptcy of the Issuers between the date of deposit and the 91st day
        following the date of deposit and that no Holder is an insider of either
        of the Issuers, after the 91st day following the date of deposit, the
        trust funds will not be subject to the effect of any applicable
        bankruptcy, insolvency, reorganization or similar laws affecting
        creditors' rights generally.

                Notwithstanding the foregoing, the opinion of counsel required
by clause (2) above with respect to a Legal Defeasance need not be delivered if
all Notes not theretofore delivered to the Trustee for cancellation (1) have
become due and payable or (2) will become due and payable on the maturity date
within one year under arrangements satisfactory to the Trustee for the giving of
notice of redemption by the Trustee in the name, and at the expense, of the
Issuers.

Section 8.5.    DEPOSITED MONEY AND U.S. GOVERNMENT SECURITIES TO BE HELD IN
                TRUST; OTHER MISCELLANEOUS PROVISIONS.

                Subject to Section 8.6 hereof, all money and U.S. Government
Securities (including the proceeds thereof) deposited with the Trustee (or other
qualifying trustee, collectively for purposes of this Section 8.5 only, the
"Trustee") pursuant to Section 8.4 hereof in respect of the outstanding Notes
shall be held in trust and applied by the Trustee, in accordance with the
provisions of such Notes and this Indenture, to the payment, either directly or

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through any Paying Agent (other than an Issuer) as the Trustee may determine, to
the Holders of such Notes of all sums due and to become due thereon in respect
of principal or Redemption Price of, and Additional Interest, if any, interest
on, the Notes, that such money need not be segregated from other funds except to
the extent required by law.

                The Issuers shall pay and indemnify the Trustee against any tax,
fee or other charge imposed on or assessed against the cash or U.S. Government
Securities deposited pursuant to Section 8.4 hereof or the principal and
interest received in respect thereof other than any such tax, fee or other
charge which by law is for the account of the Holders of the outstanding Notes.

                Anything in this Article VIII to the contrary notwithstanding,
the Trustee shall deliver or pay to the Issuers from time to time upon the
request of the Issuers any money or U.S. Government Securities held by it as
provided in Section 8.4 hereof which, in the opinion of a nationally recognized
firm of independent public accountants expressed in a written certification
thereof delivered to the Trustee (which may be the opinion delivered under
Section 8.4(a) hereof), are in excess of the amount thereof that would then be
required to be deposited to effect an equivalent Legal Defeasance or Covenant
Defeasance.

Section 8.6.    REPAYMENT TO THE ISSUERS.

                Any money deposited with the Trustee or any Paying Agent, or
then held by the Issuers, in trust for the payment of the principal, Redemption
Price or Purchase Price of, or Additional Interest, if any, or interest on any
Note and remaining unclaimed for two years after such amount has become due and
payable shall be paid to the Issuers on their written request or (if then held
by an Issuer) shall be discharged from such trust; and the Holder of such Note
shall thereafter look only to the Issuers for payment thereof as a general
creditor, and all liability of the Trustee or such Paying Agent with respect to
such trust money, and all liability of the Issuers as trustee thereof, shall
thereupon cease; PROVIDED, HOWEVER, that the Trustee or such Paying Agent,
before being required to make any such repayment, at the expense of the Issuers,
may cause to be published once, in The New York Times and The Wall Street
Journal (national editions), notice that such money remains unclaimed and that,
after a date specified therein, which shall not be less than 30 days after the
date of such notification or publication, any unclaimed balance of such money
then remaining will be repaid to the Issuers.

Section 8.7.    REINSTATEMENT.

                If the Trustee or Paying Agent is unable to apply any United
States dollars or U.S. Government Securities in accordance with Section 8.2 or
8.3 hereof, as the case may be, by reason of any order of judgment of any court
or governmental authority enjoining, restraining or otherwise prohibiting such
application, then the obligations of the Issuers and the Guarantors under this
Indenture, and the Notes and the Guarantees shall be revived and reinstated as
though no deposit had occurred pursuant to Section 8.2 or 8.3 hereof until such
time as the Trustee or Paying Agent is permitted to apply all such money in
accordance with Section 8.2 or 8.3 hereof, as the case may be; PROVIDED,
HOWEVER, that, if the Issuers make any payment with respect to any Note
following the reinstatement of its obligations, the Issuers shall be subrogated
to the rights of the Holders of such Notes to receive such payment from the
money held by the Trustee or Paying Agent.

                                   ARTICLE IX.

                        AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.1.    WITHOUT CONSENT OF HOLDERS OF NOTES.

                Notwithstanding Section 9.2 of this Indenture, the Issuers, the
Guarantors and the Trustee may amend or supplement this Indenture, the Notes or
the Guarantees without the consent of any Holder of a Note:

                (a)     to provide for the issuance of Additional Notes in
        accordance with the terms of this Indenture and to cure any ambiguity,
        defect or inconsistency so long as such changes do not, in the opinion
        of the Trustee, adversely affect the rights of any of the Holders in any
        material respect.

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

                (c)     to provide for the assumption of the Issuers'
        obligations to the Holders of the Notes in the case of a merger or
        consolidation or sale of all or substantially all of such entity's
        assets pursuant to Article V hereof;

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

                (e)     to make any change that would provide any additional
        rights or benefits to the Holders of the Notes or that does not
        adversely affect the legal rights hereunder of any Holder of the Notes.

                Upon the request of the Issuers, accompanied by a resolution of
the Board (evidenced by an Officers' Certificate) authorizing the execution of
any such amended or supplemental indenture, and upon receipt by the Trustee of
the documents described in Section 7.2 hereof, the Trustee shall join with the
Issuers in the execution of any amended or supplemental Indenture authorized or
permitted by the terms of this Indenture and to make any further appropriate
agreements and stipulations that may be therein contained, but the Trustee shall
not be obligated to enter into such amended or supplemental Indenture that
affects its own rights, duties or immunities under this Indenture or otherwise.

Section 9.2.    WITH CONSENT OF HOLDERS OF NOTES.

                Except as provided below in this Section 9.2, the Issuers and
the Trustee may amend or supplement this Indenture and the Notes may be amended
or supplemented, in each case, with the consent of the Holders of at least a
majority in principal amount of the Notes then outstanding (including, without
limitation, consents obtained in connection with a tender offer or exchange
offer for the Notes), and, subject to Sections 6.2, 6.4 and 6.7 hereof, any
existing Default or Event of Default or compliance with any provision of this
Indenture or the Notes may be waived with the consent of the Holders of a
majority in principal amount of the then outstanding Notes (including consents
obtained in connection with a tender offer or exchange offer for the Notes).

                Without the consent of each Holder affected, an amendment or
waiver may not (with respect to any Notes held by a non-consenting Holder):

                (1)     reduce the principal amount of Notes at maturity whose
        Holders must consent to an amendment;

                (2)     reduce the rate of or change or have the effect of
        changing the time for payment of interest, including defaulted interest,
        on any Notes;

                (3)     reduce the principal of or change or have the effect of
        changing the fixed maturity of any Notes, or change the date on which
        any Notes may be subject to redemption or reduce the redemption price
        therefor;

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

                (5)     make any change in provisions of this Indenture
        protecting the right of each Holder to receive payment of principal of
        and interest on such Holder's Note or Notes on or after the due date
        thereof or to bring suit to enforce such payment, or permitting Holders
        of a majority in principal amount of Notes to waive Defaults or Events
        of Default;

                (6)     after the Issuers' obligation to purchase Notes arises
        hereunder, amend, change or modify in any material respect the
        obligation of the Issuers to make and consummate a Change of Control
        Offer in the event of a Change of Control or make and consummate a Net
        Proceeds Offer with respect to any Asset Sale that has been consummated
        or, after such Change of Control has occurred or such Asset Sale has
        been consummated, modify any of the provisions or definitions with
        respect thereto;

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                (7)     modify or change any provision of this Indenture or the
        related definitions affecting the ranking of the Notes or any Guarantee
        in a manner which adversely affects the Holders; or

                (8)     release Holdings or any Subsidiary Guarantor that is a
        Significant Subsidiary of Holdings from any of its obligations under its
        Guarantee or this Indenture otherwise than in accordance with the terms
        of this Indenture.

                Upon the written request of the Issuers accompanied by a
resolution of the Board (evidenced by an Officers' Certificate) authorizing the
execution of any such amended or supplemental indenture, and upon the filing
with the Trustee of evidence satisfactory to the Trustee of the consent of the
Holders of Notes as aforesaid, and upon receipt by the Trustee of an Officers'
Certificate and an Opinion of Counsel, the Trustee shall join with the Issuers
in the execution of such amended or supplemental indenture unless such amended
or supplemental Indenture affects the Trustee's own rights, duties or immunities
under this Indenture or otherwise, in which case the Trustee may in its
discretion, but shall not be obligated to, enter into such amended or
supplemental indenture.

                It shall not be necessary for the consent of the Holders of
Notes under this Section 9.2 to approve the particular form of any proposed
amendment or waiver, but it shall be sufficient if such consent approves the
substance thereof.

                After an amendment, supplement or waiver under this Section 9.2
becomes effective, the Issuers shall mail to the Holders of Notes affected
thereby a notice briefly describing the amendment, supplement or waiver. Any
failure of the Issuers to mail such notice, or any defect therein, shall not,
however, in any way impair or affect the validity of any such amended or
supplemental Indenture or waiver.

Section 9.3.    COMPLIANCE WITH TRUST INDENTURE ACT.

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

Section 9.4.    REVOCATION AND EFFECT OF CONSENTS.

                Until an amendment, supplement or waiver becomes effective, a
consent to it by a Holder of a Note is a continuing consent by the Holder of a
Note and every subsequent Holder of a Note or portion of a Note that evidences
the same debt as the consenting Holder's Note, even if notation of the consent
is not made on any Note. However, any such Holder of a Note or subsequent Holder
of a Note may revoke the consent as to its Note if the Trustee receives written
notice of revocation before the date the waiver, supplement or amendment becomes
effective. An amendment, supplement or waiver becomes effective in accordance
with its terms and therefore binds every Holder.

Section 9.5.    NOTATION ON OR EXCHANGE OF NOTES.

                The Trustee may place an appropriate notation about an
amendment, supplement or waiver on any Note thereafter authenticated. The
Issuers in exchange for all Notes may issue and the Trustee shall authenticate
new Notes that reflect the amendment, supplement or waiver.

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

Section 9.6.    TRUSTEE TO SIGN AMENDMENT, ETC.

                The Trustee shall sign any amended or supplemental indenture
authorized pursuant to this Article IX if the amendment or supplement does not
adversely affect the rights, duties, liabilities or immunities of the Trustee.
The Issuers may not sign an amendment or supplemental Indenture until the Board
of Directors approves such amendment or supplemental indenture. In executing any
amended or supplemental indenture, the Trustee shall receive, in addition to the
documents required by Sections 13.4 and 13.5 hereof, and, subject to Section
7.1, shall be

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fully protected in relying upon, an Officers' Certificate and an Opinion of
Counsel stating that (i) the execution of such amended or supplemental indenture
is authorized or permitted by this Indenture, (ii) no Event of Default shall
occur as a result of the execution of such Officers' Certificate or the delivery
of such Opinion of Counsel and (iii) the amended or supplemental indenture
complies with the terms of this Indenture.

                                   ARTICLE X.

                             [INTENTIONALLY OMITTED]

                                   ARTICLE XI.

                                    GUARANTEE

Section 11.1.   UNCONDITIONAL GUARANTEE.

                Each Guarantor hereby unconditionally guarantees (such guarantee
to be referred to herein as a "GUARANTEE" and, the guarantee by Holdings is
referred to herein as the "HOLDINGS GUARANTEE"), on a senior basis jointly and
severally, to each Holder of a Note authenticated and delivered by the Trustee
and to the Trustee and its successors and assigns, the Notes or the obligations
of the Issuers hereunder or thereunder, that: (i) the principal of and interest
on the Notes will be promptly paid in full when due, subject to any applicable
grace period, whether at maturity, by acceleration or otherwise and interest on
the overdue principal, if any, and interest on any interest, to the extent
lawful, of the Notes and all other obligations of the Issuers to the Holders or
the Trustee hereunder or thereunder will be promptly paid in full or performed,
all in accordance with the terms hereof and thereof; and (ii) in case of any
extension of time of payment or renewal of any Notes or of any such other
obligations, the same will be promptly paid in full when due or performed in
accordance with the terms of the extension or renewal, subject to any applicable
grace period, whether at stated maturity, by acceleration or otherwise, subject,
however, in the case of clauses (i) and (ii) above, to the limitations set forth
in Section 11.3. Each Guarantor hereby agrees that its obligations hereunder
shall be unconditional, irrespective of the validity, regularity or
enforceability of the Notes or this Indenture, the absence of any action to
enforce the same, any waiver or consent by any Holder of the Notes with respect
to any provisions hereof or thereof, the recovery of any judgment against the
Issuers, and action to enforce the same or any other circumstance which might
otherwise constitute a legal or equitable discharge or defense of a Guarantor.
Each Guarantor hereby waives diligence, presentment, demand of payment, filing
of claims with a court in the event of insolvency or bankruptcy of the Issuers,
any right to require a proceeding first against the Issuers, protest, notice and
all demands whatsoever and covenants that this Guarantee will not be discharged
except by complete performance of the obligations contained in the Notes, this
Indenture and in this Guarantee. If any Holder or the Trustee is required by any
court or otherwise to return to the Issuers, any Guarantor, or any custodian,
trustee, liquidator or other similar official acting in relation to the Issuers
or any Guarantor, any amount paid by the Issuers or any Guarantor to the Trustee
or such Holder, this Guarantee, to the extent theretofore discharged, shall be
reinstated in full force and effect. Each Guarantor further agrees that, as
between each Guarantor, on the one hand, and the Holders and the Trustee, on the
other hand, (x) the maturity of the obligations guaranteed hereby may be
accelerated as provided in Article VI for the purposes of this Guarantee,
notwithstanding any stay, injunction or other prohibition preventing such
acceleration in respect of the obligations guaranteed hereby, and (y) in the
event of any acceleration of such obligations as provided in Article VI, such
obligations (whether or not due and payable) shall forthwith become due and
payable by each Guarantor for the purpose of this Guarantee.

Section 11.2.   SEVERABILITY.

                In case any provision of this Guarantee 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 11.3.   LIMITATION OF GUARANTOR'S LIABILITY.

                Each Subsidiary Guarantor and by its acceptance hereof each
Holder hereby confirms that it is the intention of all such parties that the
guarantee by such Subsidiary Guarantor pursuant to its Guarantee not constitute
a fraudulent transfer or conveyance for purposes of any Bankruptcy Law, the
Uniform Fraudulent Conveyance Act,

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the Uniform Fraudulent Transfer Act or any similar federal or state law. To
effectuate the foregoing intention, the Holders and such Subsidiary Guarantor
hereby irrevocably agree that the obligations of such Subsidiary Guarantor under
its Guarantee shall be limited to the maximum amount as will, after giving
effect to all other contingent and fixed liabilities of such Subsidiary
Guarantor and after giving effect to any collections from or payments made by or
on behalf of any other Guarantor in respect of the obligations of such other
Guarantor under its Guarantee or pursuant to Section 11.5, result in the
obligations of such Subsidiary Guarantor under the Guarantee not constituting
such fraudulent transfer or conveyance.

Section 11.4.   RELEASE OF GUARANTOR.

                (a)     The Guarantee of a Subsidiary Guarantor will be
automatically and unconditionally released without any action on the part of the
Trustee or the Holders of the Notes: (1) in connection with any sale or other
disposition of all or substantially all of the assets of that Subsidiary
Guarantor (including, without limitation, by way of merger or consolidation), if
Holdings and the Issuers apply the Net Cash Proceeds of that sale or other
disposition in accordance with the applicable provisions of this Indenture; (2)
in connection with any sale of all of the Capital Stock of that Subsidiary
Guarantor, if Holdings and the Issuers apply the Net Cash Proceeds of that sale
in accordance with the applicable provisions of this Indenture; (3) if Holdings
designates that Subsidiary Guarantor as an Unrestricted Subsidiary in accordance
with the applicable provisions of this Indenture; or (4) upon the payment in
full of the Notes.

                In addition, concurrently with any Legal Defeasance or Covenant
Defeasance, the Guarantors shall be released from all of their Obligations under
their respective applicable Guarantees.

                (b)     The Trustee shall deliver an appropriate instrument
evidencing such release upon receipt of a request by the Issuers accompanied by
an Officers' Certificate and Opinion of Counsel certifying as to the compliance
with this Section 11.4.

Section 11.5.   CONTRIBUTION.

                In order to provide for just and equitable contribution among
the Guarantors, the Guarantors agree, INTER SE, that in the event any payment or
distribution is made by any Guarantor (a "FUNDING GUARANTOR") under the
Guarantee, such Funding Guarantor shall be entitled to a contribution from all
other Guarantors in a PRO RATA amount based on the Adjusted Net Assets (as
defined below) of each Guarantor (including the Funding Guarantor) for all
payments, damages and expenses incurred by that Funding Guarantor in discharging
the Issuers' obligations with respect to the Securities or any other Guarantor's
obligations with respect to the Guarantee. "ADJUSTED NET ASSETS" of such
Guarantor at any date shall mean the lesser of the amount by which (x) the fair
value of the property of such Guarantor exceeds the total amount of liabilities,
including, without limitation, contingent liabilities (after giving effect to
all other fixed and contingent liabilities incurred or assumed on such date),
but excluding liabilities under the Guarantee, of such Guarantor at such date
and (y) the present fair salable value of the assets of such Guarantor at such
date exceeds the amount that will be required to pay the probable liability of
such Guarantor on its debts (after giving effect to all other fixed and
contingent liabilities incurred or assumed on such date), excluding debt in
respect of the Guarantee of such Guarantor, as they become absolute and matured.

Section 11.6.   WAIVER OF SUBROGATION.

                Until all Obligations are paid in full, each Guarantor hereby
irrevocably waives any claims or other rights which it may now or hereafter
acquire against the Issuers that arise from the existence, payment, performance
or enforcement of such Guarantor's obligations under the Guarantee and this
Indenture, including, without limitation, any right of subrogation,
reimbursement, exoneration, indemnification, and any right to participate in any
claim or remedy of any Holder against the Issuers, whether or not such claim,
remedy or right arises in equity, or under contract, statute or common law,
including, without limitation, the right to take or receive from the Issuers,
directly or indirectly, in cash or other property or by set-off or in any other
manner, payment or security on account of such claim or other rights. If any
amount shall be paid to any Guarantor in violation of the preceding sentence and
the Notes shall not have been paid in full, such amount shall have been deemed
to have been paid to such Guarantor for the benefit of, and held in trust for
the benefit of, the Holders, and shall, forthwith be paid to the Trustee for

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the benefit of such Holders to be credited and applied upon the Notes, whether
matured or unmatured, in accordance with the terms of this Indenture. Each
Guarantor acknowledges that it will receive direct and indirect benefits from
the financing arrangements contemplated by this Indenture and that the waiver
set forth in this Section 11.6 is knowingly made in contemplation of such
benefits.

Section 11.7.   EXECUTION OF GUARANTEE.

                To evidence their guarantee to the Holders set forth in this
Article XI, the Guarantors hereby agree to execute the Guarantee in
substantially the form attached hereto as Exhibit C, which shall be endorsed on
each Note ordered to be authenticated and delivered by the Trustee. Each
Guarantor hereby agrees that its Guarantee set forth in this Article XI shall
remain in full force and effect notwithstanding any failure to endorse on each
Note a notation of such Guarantee. Each such Guarantee shall be signed on behalf
of each Guarantor by one of its authorized Officers prior to the authentication
of the Note on which it is endorsed, and the delivery of such Note by the
Trustee, after the authentication thereof hereunder, shall constitute due
delivery of such Guarantee on behalf of such Guarantor. Such signatures upon the
Guarantee may be by manual or facsimile signature of such officers and may be
imprinted or otherwise reproduced on the Guarantee, and in case any such officer
who shall have signed the Guarantee shall cease to be such officer before the
Note on which such Guarantee is endorsed shall have been authenticated and
delivered by the Trustee or disposed of by the Issuers, such Note nevertheless
may be authenticated and delivered or disposed of as though the Person who
signed the Guarantee had not ceased to be such officer of the Guarantor.

Section 11.8.   WAIVER OF STAY, EXTENSION OR USURY LAWS.

                Each Guarantor covenants (to the extent that it may lawfully do
so) that it will not at any time insist upon, plead, or in any manner whatsoever
claim or take the benefit or advantage of, any stay or extension law or any
usury law or other law that would prohibit or forgive each such Guarantor from
performing its Guarantee as contemplated herein, wherever enacted, now or at any
time hereafter in force, or which may affect the covenants or the performance of
this Indenture; and (to the extent that it may lawfully do so) each such
Guarantor hereby expressly waives all benefit or advantage of any such law, and
covenants that it will not hinder, delay or impede the execution of any power
herein granted to the Trustee, but will suffer and permit the execution of every
such power as though no such law had been enacted.

                                  ARTICLE XII.

                           SATISFACTION AND DISCHARGE

Section 12.1.   SATISFACTION AND DISCHARGE.

                This Indenture will be discharged and will cease to be of
further effect (except as set forth below) and the Trustee, at the expense of
the Issuers, shall execute proper instruments acknowledging satisfaction and
discharge of this Indenture when:

                (1)     either:

                        (a)     all the Notes theretofore authenticated and
                delivered (except lost, stolen or destroyed Notes which have
                been replaced or paid as provided in Section 2.7 and Notes for
                whose payment money has theretofore been deposited in trust or
                segregated and held in trust by the Issuers and thereafter
                repaid to the Issuers or discharged from such trust) have been
                delivered to the Trustee for cancellation; or

                        (b)     all Notes not theretofore delivered to the
                Trustee for cancellation (1) have become due and payable or (2)
                will become due and payable within one year, or are to be called
                for redemption within one year, under arrangements reasonably
                satisfactory to the Trustee for the giving of notice of
                redemption by the Trustee in the name, and at the expense, of
                the Issuers, and the Issuers have irrevocably deposited or
                caused to be deposited with the Trustee funds in an amount

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                sufficient to pay and discharge the entire Indebtedness on the
                Notes not theretofore delivered to the Trustee for cancellation,
                for principal of, premium, if any, and interest on the Notes to
                the date of deposit together with irrevocable instructions from
                the Issuers directing the Trustee to apply such funds to the
                payment thereof at maturity or redemption, as the case may be;

                (2)     the Issuers have paid all other sums payable under this
        Indenture by the Issuers; and

                (3)     the Issuers have delivered to the Trustee an Officers'
        Certificate and an Opinion of Counsel stating that all conditions
        precedent under this Indenture relating to the satisfaction and
        discharge of this Indenture have been complied with.

                Notwithstanding the satisfaction and discharge of this
Indenture, the Issuers' obligations in Sections 2.3, 2.4, 2.6, 2.7, 2.11, 7.7,
7.8, 13.2, 13.3 and 13.4, and the Trustee's and Paying Agent's obligations in
Section 12.2 shall survive until the Notes are no longer outstanding.
Thereafter, only the Issuers' obligations in Section 7.7 shall survive.

Section 12.2.   APPLICATION OF TRUST.

                All money deposited with the Trustee pursuant to Section 12.1
shall be held in trust and, at the written direction of the Issuers, be invested
prior to maturity in U.S. Government Securities, and applied by the Trustee in
accordance with the provisions of the Notes and this Indenture, to the payment,
either directly or through any Paying Agent as the Trustee may determine, to the
Persons entitled thereto, of the principal (and premium, if any) and interest
for the payment of which money has been deposited with the Trustee; but such
money need not be segregated from other funds except to the extent required by
law.

                                  ARTICLE XIII.

                                  MISCELLANEOUS

Section 13.1.   TRUST INDENTURE ACT CONTROLS.

                If any provision hereof limits, qualifies or conflicts with a
provision of the TIA or another provision that would be required or deemed under
such Act to be part of and govern this Indenture if this Indenture were subject
thereto, 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 to apply to this Indenture as so
modified or to be excluded, as the case may be.

Section 13.2.   NOTICES.

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

                If to the Issuers:

                        Advanced Accessory Systems, LLC
                        12900 Hall Road, Suite 200
                        Sterling Heights, Michigan 48313
                        Attention: Chief Financial Officer
                        Fax: (586) 997-6838

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                With a copy to:

                        Schulte Roth & Zabel LLP
                        919 Third Avenue
                        New York, New York 10022
                        Attention: Michael Littenberg, Esq.
                        Fax: (212) 593-5955

                If to the Trustee:

                        BNY Midwest Trust Company
                        Attention: Corporate Trust Department
                        2 North LaSalle Street, Suite 1020
                        Chicago, Illinois 60602
                        Fax: (312) 827-8542

                The Issuers or the Trustee, by notice to the others may
designate additional or different addresses for subsequent notices or
communications.

                All notices and communications (other than those sent to
Holders) shall be deemed to have been duly given: at the time delivered by hand,
if personally delivered; five Business Days after being deposited in the mail,
postage prepaid, if mailed; when receipt acknowledged, if telecopied; and the
next Business Day after timely delivery to the courier, if sent by overnight air
courier guaranteeing next day delivery.

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

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

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

Section 13.3.   COMMUNICATION BY HOLDERS OF NOTES WITH OTHER HOLDERS OF NOTES.

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

Section 13.4.   CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT.

                Upon any request or application by the Issuers and/or any
Guarantor to the Trustee to take any action under this Indenture, except upon
the initial issuance of Notes hereunder, the Issuers and/or any Guarantor shall
furnish to the Trustee:

                (a)     an Officers' Certificate in form and substance
        reasonably satisfactory to the Trustee stating that, in the opinion of
        the signers, all conditions precedent and covenants, if any, provided
        for in this Indenture relating to the proposed action have been
        satisfied; and

                (b)     an Opinion of Counsel in form and substance reasonably
        satisfactory to the Trustee stating that, in the opinion of such
        counsel, all such conditions precedent and covenants have been
        satisfied.

                                      -69-
<Page>

Section 13.5.   STATEMENTS REQUIRED IN CERTIFICATE OR OPINION.

                Each certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (other than a certificate
provided pursuant to TIA Section 314(a)(4)) shall comply with the provisions of
TIA Section 314(e) and shall include:

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

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

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

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

Section 13.6.   RULES BY TRUSTEE AND AGENTS.

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

Section 13.7.   NO PERSONAL LIABILITY OF DIRECTORS, MANAGERS, OFFICERS,
                EMPLOYEES, MEMBERS AND STOCKHOLDERS.

                No past, present or future director, manager, officer, employee,
incorporator (or Person forming any limited liability company), agent, member or
stockholder or Affiliate of the Issuers, as such, shall have any liability for
any obligations of the Issuers under the Notes, this Indenture or for any claim
based on, in respect of, or by reason of, such obligations or their creation. No
past, present or future director, manager, officer, employee, incorporator (or
Person forming any limited liability company), agent, member or stockholder or
Affiliate of any of the Guarantors, as such, shall have any liability for any
obligations of the Guarantors under the Guarantees, this Indenture or for any
claim based on, in respect of, or by reason of, such obligations or their
creation. Each Holder of Notes and Guarantees by accepting a Note and a
Guarantee waives and releases all such liabilities. The waiver and release are
part of the consideration for issuance of the Notes and the Guarantees. Such
waiver may not be effective to waive liabilities under the federal securities
law and it is the view of the Commission that such a waiver is against public
policy.

Section 13.8.   GOVERNING LAW; SUBMISSION TO JURISDICTION; WAIVER OF JURY TRIAL.

                THIS INDENTURE, THE GUARANTEES AND THE NOTES SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, BUT
WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT
THAT THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED
THEREBY. EACH OF THE ISSUERS, THE GUARANTORS AND THE TRUSTEE HEREBY IRREVOCABLY
SUBMITS TO THE JURISDICTION OF ANY NEW YORK STATE COURT SITTING IN THE BOROUGH
OF MANHATTAN IN THE CITY OF NEW YORK OR ANY FEDERAL COURT SITTING IN THE BOROUGH
OF MANHATTAN IN THE CITY OF NEW YORK IN RESPECT OF ANY SUIT, ACTION OR
PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE GUARANTEES AND THE
NOTES, AND IRREVOCABLY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY,
GENERALLY AND UNCONDITIONALLY, JURISDICTION OF THE AFORESAID COURTS. EACH OF THE
ISSUERS, THE GUARANTORS AND THE TRUSTEE IRREVOCABLY WAIVES, TO THE FULLEST
EXTENT THAT IT MAY EFFECTIVELY DO SO UNDER APPLICABLE LAW, TRIAL BY JURY AND ANY
OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY
SUCH SUIT, ACTION OR PROCEEDING

                                      -70-
<Page>

BROUGHT IN ANY SUCH COURT AND ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING
BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. NOTHING
HEREIN SHALL AFFECT THE RIGHT OF THE TRUSTEE OR ANY HOLDER OF THE NOTES TO SERVE
PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR
OTHERWISE PROCEED AGAINST THE ISSUERS OR ANY GUARANTOR IN ANY OTHER
JURISDICTION.

Section 13.9.   NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS.

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

Section 13.10.  SUCCESSORS.

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

Section 13.11.  SEVERABILITY.

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

Section 13.12.  COUNTERPART ORIGINALS.

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

Section 13.13.  TABLE OF CONTENTS, HEADINGS, ETC.

                The Table of Contents, Cross-Reference Table and Headings of the
Articles and Sections of this Indenture, which have been inserted for
convenience of reference only, are not to be considered a part of this Indenture
and shall in no way modify or restrict any of the terms or provisions hereof.

Section 13.14.  QUALIFICATION OF INDENTURE.

                The Issuers shall qualify this Indenture under the TIA in
accordance with the terms and conditions of the Registration Rights Agreement
and shall pay all reasonable costs and expenses (including attorneys' fees for
the Issuers, the Trustee and the Holders of the Notes) incurred in connection
therewith, including, but not limited to, costs and expenses of qualification of
this Indenture and the Notes and printing this Indenture and the Notes. The
Trustee shall be entitled to receive from the Issuers any such Officers'
Certificates, Opinions of Counsel or other documentation as it may reasonably
request in connection with any such qualification of this Indenture under the
TIA.

                         [Signatures on following page]

                                      -71-
<Page>

                                   SIGNATURES


                                      ADVANCED ACCESSORY SYSTEMS, LLC


                                      By:   /s/ Barry Steele
                                           -------------------------------------
                                           Name: Barry Steele
                                           Title: Secretary


                                      AAS CAPITAL CORPORATION


                                      By:   /s/ Barry Steele
                                           -------------------------------------
                                           Name: Barry Steele
                                           Title: Chairman


                                      BNY MIDWEST TRUST COMPANY,
                                      as Trustee


                                      By:   /s/ Roxanne Ellwanger
                                           -------------------------------------
                                           Name: Roxanne Ellwanger
                                           Title: Assistant Vice President

                                      -72-
<Page>

                                 THE GUARANTORS


                                      CHAAS ACQUISITIONS, LLC


                                      By:   /s/ Barry Steele
                                           -------------------------------------
                                           Name:   Barry Steele
                                           Title:


                                      AAS ACQUISITIONS, LLC


                                      By:   /s/ Marcel Fournier
                                           -------------------------------------
                                           Name:   Marcel Fournier
                                           Title:  President


                                      VALLEY INDUSTRIES, LLC


                                      By:   /s/ Barry Steele
                                           -------------------------------------
                                           Name:   Barry Steele
                                           Title:  Secretary


                                      VALTEK LLC


                                      By:   /s/ Barry Steele
                                           -------------------------------------
                                           Name:   Barry Steele
                                           Title:  Secretary


                                      SPORTRACK, LLC


                                      By:   /s/ Barry Steele
                                           -------------------------------------
                                           Name:   Barry Steele
                                           Title:  Secretary

                                      -73-
<Page>

                                                                      SCHEDULE A


CHAAS Acquisitions, LLC
AAS Acquisitions, LLC
Valley Industries, LLC
Valtek LLC
Sportrack, LLC

<Page>

                                                                       EXHIBIT A

                              FORM OF SERIES A NOTE

                                 (Face of Note)

                         ADVANCED ACCESSORY SYSTEMS, LLC
                             AAS CAPITAL CORPORATION

                          10 3/4% SENIOR NOTE DUE 2011

[THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A
DEPOSITARY OR A SUCCESSOR DEPOSITARY. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES
REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE
EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER
OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE
DEPOSITARY TO ANYONE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE
DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN THE
LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE COMPANY OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.](1)

                THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED
OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S.
PERSONS EXCEPT AS SET FORTH BELOW. BY ITS ACQUISITION HEREOF, THE HOLDER (1)
REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE
144A UNDER THE SECURITIES ACT) OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING
THIS SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER
THE SECURITIES ACT, (2) AGREES THAT IT WILL NOT WITHIN TWO YEARS AFTER THE
ORIGINAL ISSUANCE OF THIS NOTE RESELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A)
TO ADVANCED ACCESSORY SYSTEMS, LLC OR AAS CAPITAL CORPORATION OR ANY OF THEIR
SUBSIDIARIES (B) INSIDE THE UNITED STATES TO A QUALIFIED INSTITUTIONAL BUYER IN
COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) INSIDE THE UNITED STATES
TO AN ACCREDITED INVESTOR (AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) UNDER
THE SECURITIES ACT (AN "ACCREDITED INVESTOR")) THAT, PRIOR TO SUCH TRANSFER,
FURNISHES (OR HAS FURNISHED ON ITS BEHALF BY A U.S. BROKER-DEALER) TO THE
TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS
RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS SECURITY (THE FORM OF WHICH
LETTER CAN BE OBTAINED FROM THE TRUSTEE FOR THIS NOTE), (D) OUTSIDE THE UNITED

----------
(1)     To be included only if the Note is issued in global form.

                                       A-1
<Page>

STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE
SECURITIES ACT (IF AVAILABLE), (E) PURSUANT TO THE EXEMPTION FROM REGISTRATION
PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), (F) IN ACCORDANCE
WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT
(AND BASED UPON AN OPINION OF COUNSEL IF ADVANCED ACCESSORY SYSTEMS, LLC OR AAS
CAPITAL CORPORATION SO REQUESTS), OR (G) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH
PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF
THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS NOTE WITHIN TWO YEARS AFTER
THE ORIGINAL ISSUANCE OF THIS NOTE, IF THE PROPOSED TRANSFEREE IS AN ACCREDITED
INVESTOR, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE,
ADVANCED ACCESSORY SYSTEMS, LLC OR AAS CAPITAL CORPORATION SUCH CERTIFICATIONS,
LEGAL OPINIONS OR OTHER INFORMATION AS ANY OF THEM MAY REASONABLY REQUIRE TO
CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A
TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.
AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION," "UNITED STATES" AND "U.S.
PERSON" HAVE THE MEANING GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT.

                                       A-2
<Page>

                         ADVANCED ACCESSORY SYSTEMS, LLC
                             AAS CAPITAL CORPORATION

                          10 3/4% SENIOR NOTE DUE 2011

                                                   CUSIP No. ___________________
No. ______________                                 $____________________________

Interest Payment Dates: June 15 and December 15
Record Dates: June 1 and December 1

                ADVANCED ACCESSORY SYSTEMS, LLC, a Delaware limited liability
company (the "COMPANY"), and AAS CAPITAL CORPORATION, a Delaware corporation
("AAS" and, together with the Company, the "ISSUERS," which term includes any
successor entity under the Indenture hereinafter referred to), as joint and
several obligors, for value received, promise to pay to _______________________,
or registered assigns, the principal sum of _____________________ Dollars on
June 15, 2011.

                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 set forth at this place.

                Unless the certificate of authentication hereon has been
executed by the Trustee referred to on the reverse hereof by manual signature,
this Note shall not be entitled to any benefits under the Indenture referred to
on the reverse hereof or be valid or obligatory for any purpose.

                         [Signatures on following page]

                                       A-3
<Page>

                IN WITNESS WHEREOF, the Issuers have caused this Note to be duly
executed.

                                       ADVANCED ACCESSORY SYSTEMS, LLC


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


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


                                       AAS CAPITAL CORPORATION

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


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


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

Dated:

BNY MIDWEST TRUST COMPANY,
as Trustee


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

                                       A-4
<Page>

                                 (Back of Note)

                          10 3/4% Senior Notes due 2011

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

                1.      INTEREST. The Issuers promise to pay interest on the
principal amount of this Note at the rate of 10 3/4% per annum from the date of
original issuance until maturity and shall pay the Additional Interest pursuant
to Section 4 of the Registration Rights Agreement referred below. The Issuers
will pay interest and Additional Notes semi-annually on June 15 and December 15
of each year, or if any such day is not a Business Day, on the next succeeding
Business Day (each an "INTEREST PAYMENT DATE"). Interest on the Note will accrue
from the most recent date to which interest has been paid or, if no interest has
been paid, from the date of issuance; PROVIDED that if there is no existing
Default in the payment of interest, and if this Note is authenticated between a
record date referred to on the face hereof and the next succeeding Interest
Payment Date, interest shall accrue from such next succeeding Interest Payment
Date; PROVIDED, FURTHER, that the first Interest Payment Date shall be [      ].
The Issuers shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue payments of the principal,
Purchase Price and Redemption Price of this Note from time to time on demand at
a rate that is 1% per annum in excess of the rate then in effect; it shall pay
interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue installments of interest and Additional Interest, if
any, (without regard to any applicable grace periods) hereon from time to time
on demand at the same rate to the extent lawful. Interest will be computed on
the basis of a 360-day year of twelve 30-day months.

                2.      METHOD OF PAYMENT. The Issuers will pay interest on the
Notes (except defaulted interest) and Additional Interest, if any, to the
Persons who are registered Holders of Notes at the close of business on the June
1 and December 1 next preceding the Interest Payment Date, even if such Notes
are canceled after such record date and on or before such Interest Payment Date,
except as provided in Section 2.12 of the Indenture with respect to defaulted
interest. Any such installment of interest or Additional Interest, if any, not
punctually paid or duly provided for shall forthwith cease to be payable to the
registered Holders on such Interest Payment Date, and may be paid to the
registered Holders at the close of business on a special interest payment date
to be fixed by the Trustee for the payment of such defaulted interest, notice
whereof shall be given to the registered Holders not less than 10 days prior to
such special interest payment date, or may be paid at any time in any other
lawful manner not inconsistent with the requirements of any securities exchange
on which the Notes may be listed, and upon such notice as may be required by
such exchange, all as more fully provided in the Indenture. The Notes will be
payable as to principal, Redemption Price, Purchase Price, interest and
Additional Interest, if any, at the office or agency of the Issuers maintained
for such purpose within or without the City and State of New York, or, at the
option of the Issuers, payment of interest and Additional Interest may be made
by check mailed to the Holders at their addresses set forth in the register of
Holders, PROVIDED that payment by wire transfer of immediately available funds
will be required with respect to principal, Redemption Price and Purchase Price
of, and interest and Additional Interest (if any) on, all Global Notes and all
other Notes the Holders of which shall have provided wire transfer instructions
to the Trustee or the Paying Agent. Such payment shall be in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts.

                3.      PAYING AGENT AND REGISTRAR. Initially, BNY Midwest Trust
Company, the Trustee under the Indenture, will act as Paying Agent and
Registrar. The Issuers may change any Paying Agent or Registrar without notice
to any Holder. The Issuers may act in any such capacity.

                4.      INDENTURE AND GUARANTEES. The Issuers issued $150
million in aggregate principal amount of the Notes on the Issue Date under an
Indenture dated as of May 23, 2003 (the "INDENTURE") among the Issuers, the
Guarantors and the Trustee. The terms of the Notes include those stated in the
Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939, as amended (15 U.S.C. Code Sections 77aaa-77bbbb). The
Notes are subject to all such terms, and Holders are referred to the Indenture
and such Act for a statement of such terms. The Notes are general obligations of
the Issuers. Payment on each Note is guaranteed on a senior basis, jointly and
severally, by the Guarantors pursuant to Article Eleven of the Indenture.

<Page>

                5.      OPTIONAL REDEMPTION. The Issuers may redeem any or all
of the Notes at any time on or after June 15, 2007, upon not less than 30 nor
more than 60 days' prior notice in amounts of $1,000 or an integral multiple
thereof at the Redemption Prices (expressed as a percentage of the principal
amount) set forth below, if redeemed during the 12-month period beginning June
15 of the years indicated below:

<Table>
<Caption>
                Year                                        Redemption Price
                ----                                        ----------------
                <S>                                             <C>
                2007......................................      105.375%
                2008......................................      102.688%
                2009 and thereafter.......................      100.000%
</Table>

in each case together with accrued and unpaid interest and Additional Interest,
if any, to the Redemption Date.

                If less than all the Notes are to be redeemed, the Trustee will
select the particular Notes or portions thereof to be redeemed by lot, PRO RATA
or by any other method the Trustee shall deem fair and reasonable.

                6.      SPECIAL REDEMPTION. In the event Holdings completes one
or more Public Equity Offerings on or before June 15, 2006, the Issuers, at
their option, may use the net cash proceeds from any such Public Equity Offering
to redeem up to 35% of the original principal amount of the Notes (a "SPECIAL
REDEMPTION") at a Redemption Price of 110.750% of the principal amount, together
with accrued and unpaid interest and Additional Interest (if any), to the date
of redemption, PROVIDED, HOWEVER, that at least 65% of the original principal
amount of the Notes will remain outstanding immediately after each such
redemption; and PROVIDED, FURTHER, that each such redemption shall occur within
90 days after the date of the closing of the applicable Public Equity Offering.
If less than all the Notes are to be redeemed, the Trustee will select the
particular Notes or portions thereof to be redeemed by lot, only on a PRO RATA
basis or on as nearly a PRO RATA basis as is practicable (subject to DTC
procedures).

                7.      MANDATORY REDEMPTION. Except as set forth in Paragraph 9
below with respect to repurchases of Notes in certain events, the Issuers shall
not be required to make mandatory redemption payments with respect to the Notes.

                8.      NOTICE OF REDEMPTION. Subject to the provisions of the
Indenture, a notice of redemption will be mailed at least 30 days but not more
than 60 days (or 45 days in the case of mandatory redemption) before the
Redemption Date to each Holder whose Notes are to be redeemed at its registered
address. Notes in denominations larger than $1,000 may be redeemed in part but
only in whole multiples of $1,000, unless all of the Notes held by a Holder are
to be redeemed. On and after the redemption date interest ceases to accrue on
Notes or portions thereof called for redemption.

                9.      REPURCHASE AT OPTION OF HOLDER.

                (a)     If there is a Change of Control, the Issuers shall be
required to make an offer (a "CHANGE OF CONTROL OFFER") to repurchase all or any
part (equal to $1,000 or an integral multiple thereof) of each Holder's Notes at
a Purchase Price equal to 101% of the principal amount thereof PLUS accrued and
unpaid interest and Additional Interest, if any, to the date of repurchase, in
accordance with the procedures set forth in the Indenture. Within 30 days
following any Change of Control, the Issuers shall mail a notice to each Holder
setting forth the procedures governing the Change of Control Offer as required
by the Indenture.

                (b)     Except as otherwise provided in the Indenture, on the
366th day after an Asset Sale (a "NET PROCEEDS OFFER TRIGGER DATE"), such
aggregate amount of Net Cash Proceeds which have not been applied on or before
such Net Proceeds Offer Trigger Date as permitted in clauses (3)(a), (3)(b) and
(3)(c) of paragraph (A) of Section 4.10 of the Indenture (each, a "NET PROCEEDS
OFFER AMOUNT") shall be applied by Holdings or such Restricted Subsidiary to
allow the Issuers to make an offer to purchase (the "NET PROCEEDS OFFER") to all
Holders and, to the extent required by the terms of such Pari Passu
Indebtedness, an offer to purchase to all holders of such Pari Passu
Indebtedness, on a Purchase Date not less than 30 nor more than 45 days
following the applicable Net Proceeds Offer Trigger Date, from all Holders (and
holders of any such Pari Passu Indebtedness) on a PRO RATA basis, that amount of
Notes (and Pari Passu Indebtedness) to be purchased, plus accrued and unpaid
interest thereon, if

                                       A-6
<Page>

any, to the date of purchase. Each Net Proceeds Offer will be mailed to the
record Holders as shown on the register of Holders within 25 days following the
Net Proceeds Offer Trigger Date, with a copy to the Trustee, and shall comply
with the procedures set forth in the Indenture. Upon receiving notice of the Net
Proceeds Offer, Holders may elect to tender their Notes in whole or in part in
integral multiples of $1,000 in exchange for cash. To the extent Holders
properly tender Notes and holders of Pari Passu Indebtedness properly tender
such Indebtedness in an amount exceeding the Net Proceeds Offer Amount, the
tendered Notes and Pari Passu Indebtedness will be purchased on a PRO RATA basis
based on the aggregate amounts of Notes and Pari Passu Indebtedness tendered
(and the Trustee shall select the tendered Notes of tendering Holders on a PRO
RATA basis based on the amount of Notes tendered). A Net Proceeds Offer shall
remain open for a period of 20 business days or such longer period as may be
required by law.

                10.     DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in
registered form without coupons in denominations of $1,000 and integral
multiples of $1,000. The transfer of Notes may be registered and Notes may be
exchanged as provided in the Indenture. The Registrar and the Trustee may
require a Holder, among other things, to furnish appropriate endorsements and
transfer documents and the Issuers may require a Holder to pay any taxes and
fees required by law or permitted by the Indenture. The Issuers need not
exchange or register the transfer of any Note or portion of a Note selected for
redemption, except for the unredeemed portion of any Note being redeemed in
part. Also, it need not exchange or register the transfer of any Notes for a
period of 15 days before a selection of Notes to be redeemed or during the
period between a record date and the corresponding Interest Payment Date.

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

                12.     AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain
exceptions, the Indenture, the Notes and the Guarantees may be amended or
supplemented with the consent of the Holders of at least a majority in principal
amount of the then outstanding Notes, and any existing default or compliance
with any provision of the Indenture or the Notes may be waived with the consent
of the Holders of a majority in principal amount of the then outstanding Notes.
Without the consent of any Holder of a Note, the Indenture, the Notes and the
Guarantees may be amended or supplemented to provide for the issuance of
additional Notes in accordance with the terms of the Indenture, to cure any
ambiguity, defect or inconsistency, to provide for uncertificated Notes in
addition to or in place of certificated Notes, to provide for the assumption of
the Issuers' or any Guarantor's obligations to Holders of the Notes in case of a
merger or consolidation, to make any change that would provide any additional
rights or benefits to the Holders of the Notes or that does not adversely affect
the legal rights under the Indenture of any such Holder, or to comply with the
requirements of the Commission in order to effect or maintain the qualification
of the Indenture under the Trust Indenture Act.

                13.     DEFAULTS AND REMEDIES. Events of Default include: (i)
default for 30 days in the payment when due of interest or Additional Interest,
if any, on the Notes; (ii) default in payment when due of principal, Redemption
Price or Purchase Price of the Notes when the same becomes due and payable at
maturity, upon redemption, repurchase or otherwise (including the failure to
make a payment to purchase Notes tendered pursuant to a Change of Control Offer
or a Net Proceeds Offer); (iii) failure by an Issuer or any Guarantor to comply
with any covenant contained in the Indenture for 45 days after notice to such
Issuer or such Guarantor by the Trustee or the Holders of at least 25% of the
aggregate principal amount of the Notes outstanding; (iv) default under certain
other agreements relating to Indebtedness of Holdings and certain of its
Subsidiaries which default (a) is caused by a failure to pay any amount due at
the stated maturity thereof or (b) results in the acceleration of such
Indebtedness prior to its express maturity and, in each case, the principal
amount of such Indebtedness, together with the principal amount of any other
such Indebtedness under which there has been a default for failure to pay
principal at final maturity or the maturity of which has been so accelerated,
aggregates $10.0 million or more and such failure shall not have been cured or
waived within 30 days thereof; (v) certain final judgments for the payment of
money that remain undischarged for a period of 60 days, PROVIDED that the
aggregate of all such undischarged judgments exceeds $10.0 million; and (vi)
certain events of bankruptcy or insolvency with respect to Holdings, the Company
or any Significant Subsidiary of Holdings. If any Event of Default occurs and is
continuing, the Trustee or the Holders of at least 25% in principal amount of
the then outstanding Notes may declare all the Notes to be due and payable
immediately. Upon any such declaration, the entire principal amount of, and
accrued and unpaid interest and Additional

                                       A-7
<Page>

Interest, if any, on the Notes shall become immediately due and payable.
Notwithstanding the foregoing, in the case of an Event of Default arising from
certain events of bankruptcy or insolvency, all outstanding Notes will become
due and payable without further action or notice. Holders may not enforce the
Indenture or the Notes except as provided in the Indenture. Subject to certain
limitations, Holders of a majority in principal amount of the then outstanding
Notes may direct the Trustee in its exercise of any trust or power. The Trustee
may withhold from Holders of the Notes notice of any continuing Default or Event
of Default (except a Default or Event of Default relating to payment on any
Note) if it determines that withholding notice is in their interest. The Holders
of a majority in principal amount of the Notes may waive any existing or past
Default or Event of Default under the Indenture, and its consequences, except a
default in the payment of the principal of, or interest on any Notes. The
Issuers are required to deliver to the Trustee annually a statement regarding
compliance with the Indenture, and the Issuers are required upon becoming aware
of any Default or Event of Default, to deliver to the Trustee a statement
specifying such Default or Event of Default.

                14.     TRUSTEE DEALINGS WITH THE ISSUERS. Subject to certain
limitations, the Trustee under the Indenture, in its individual or any other
capacity, may become owner or pledge of Notes and may otherwise deal with the
Issuers or their Affiliates as if it were not Trustee.

                15.     NO RECOURSE AGAINST OTHERS. No past, present or future
director, manager, officer, employee, incorporator (or Person forming any
limited liability company), agent, member or stockholder of the Issuers, as
such, shall have any liability for any obligations of the Issuers under the
Notes, the Guarantees or the Indenture or for any claim based on, in respect of,
or by reason of, such obligations or their creation. Each Holder by accepting a
Note waives and releases all such liability. The waiver and release are part of
the consideration for the issuance of the Notes.

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

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

                18.     DISCHARGE PRIOR TO MATURITY. If the Issuers deposit with
the Trustee or Paying Agent cash or U.S. Government Securities sufficient to pay
the principal or Redemption Price of, and interest and Additional Interest, if
any, on, the Notes to maturity or a specified Redemption Date and satisfies
certain conditions specified in the Indenture, the Issuers will be discharged
from the Indenture, except for certain Sections thereof.

                19.     GOVERNING LAW. The Indenture, the Guarantees and this
Note shall be governed by and construed in accordance with the laws of the State
of New York but without giving effect to applicable principles of conflicts of
law to the extent that the application of the law of another jurisdiction would
be required thereby. Each of the Issuers, the Guarantors and the Trustee hereby
irrevocably submits to the jurisdiction of any New York state court sitting in
the Borough of Manhattan in the City of New York or any federal court sitting in
the Borough of Manhattan in the City of New York in respect of any suit, action
or proceeding arising out of or relating to the Indenture and the Notes, and
irrevocably accept for itself and in respect of its property, generally and
unconditionally, jurisdiction of the aforesaid courts. Each of the Issuers, the
Guarantors and the Trustee irrevocably waives, to the fullest extent that it may
effectively do so under applicable law, trial by jury and any objection which it
may now or hereafter have to the laying of the venue of any such suit, action or
proceeding brought in any such court and any claim that any such suit, action or
proceeding brought in any such court has been brought in an inconvenient forum.
Nothing herein shall affect the right of the Trustee or any Holder of the Notes
to serve process in any other manner permitted by law or to commence legal
proceedings or otherwise proceed against the Issuers or any Guarantor in any
other jurisdiction.

                20.     CUSIP NUMBERS. Pursuant to a recommendation promulgated
by the Committee on Uniform Security Identification Procedures, the Issuers have
caused CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP
numbers in notices of redemption as a convenience to Holders. No representation
is made

                                       A-8
<Page>

as to the correctness or accuracy of such numbers either as printed on the Notes
or as contained in any notice of redemption or repurchase and reliance may be
placed only on the other identification numbers placed thereon.

                21.     REGISTRATION RIGHTS. Pursuant to the Registration Rights
Agreement, the Issuers will be obligated upon the occurrence of certain events
to consummate an exchange offer pursuant to which the Holder of this Note shall
have the right to exchange this Series A Note for the Issuers' 10 3/4% Senior
Notes due 2011, Series B, which have been registered under the Securities Act,
in like principal amount and having terms identical in all material respects as
the Series A Notes. The Holders shall be entitled to receive certain additional
interest payments in the event such exchange offer is not consummated and upon
certain other conditions, all pursuant to and in accordance with the terms of
the Registration Rights Agreement.

                The Issuers will furnish to any Holder upon written request and
without charge a copy of the Indenture. Request may be made to:

                                Advanced Accessory Systems, LLC
                                Sterling Town Center
                                12900 Hall Road, Suite 200
                                Sterling Heights, Michigan 48313
                                Attention: Secretary

                                       A-9
<Page>

                                 ASSIGNMENT FORM

                To assign this Note, fill in the form below:

                (I) or (we) assign and transfer this Note to

________________________________________________________________________________
                  (Insert assignee's soc. sec. or tax I.D. no.)

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________
              (Print or type assignee's name address and zip code)

and irrevocably appoint ________________________________________________________
agent to transfer this Note on the books of the Issuers. The agent may
substitute another to act for him.

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

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

               Signature Guarantee:
                                    --------------------------------------------
                                       (Participant in recognized signature
                                       guarantee medallion program)

                                      A-10
<Page>

                       OPTION OF HOLDER TO ELECT PURCHASE

                If you wish to elect to have all or any portion of this Note
purchased by the Issuers pursuant to Section 4.10 ("NET PROCEEDS OFFER") or
Section 4.15 ("CHANGE OF CONTROL OFFER") of the Indenture, check the applicable
boxes

                / / Net Proceeds Offer:          / / Change of Control Offer:

                    in whole          / /            in whole          / /

                    in part           / /            in part           / /

                    Amount to be                     Amount to be
                    purchased: $___________          purchased: $___________


                Dated:                       Signature:
                       ------------------               ------------------------
                                                        (Sign exactly as your
                                                        name appears on the
                                                        other side of this Note)

                Signature Guarantee:
                                     -------------------------------------------
                                        (Participant in recognized signature
                                        guarantee medallion program)

                Social Security Number or
                Taxpayer Identification Number: ________________________________

                                      A-11
<Page>

                                                                       EXHIBIT B

                              FORM OF SERIES B NOTE

                                 (Face of Note)

                         ADVANCED ACCESSORY SYSTEMS, LLC
                             AAS CAPITAL CORPORATION

                          10 3/4% SENIOR NOTE DUE 2011

[THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A
DEPOSITARY OR A SUCCESSOR DEPOSITARY. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES
REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE
EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER
OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE
DEPOSITARY TO ANYONE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE
DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN THE
LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE COMPANY OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.](2)

----------
(2)     To be included only if the Note is issued in global form.

                                       B-1
<Page>

                         ADVANCED ACCESSORY SYSTEMS, LLC
                             AAS CAPITAL CORPORATION

                          10 3/4 % SENIOR NOTE DUE 2011

                                                   CUSIP No. ___________________
No. ______________                                 $____________________________

Interest Payment Dates: June 15 and December 15
Record Dates: June 1 and December 1

                ADVANCED ACCESSORY SYSTEMS, LLC, a Delaware limited liability
company (the "COMPANY"), and AAS CAPITAL CORPORATION, a Delaware corporation
("AAS" and, together with the Company, the "ISSUERS," which term includes any
successor entity under the Indenture hereinafter referred to), as joint and
several obligors, for value received, promise to pay to
___________________________________________________, or registered assigns, the
principal sum of _____________________ Dollars on June 15, 2011.

                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 set forth at this place.

                Unless the certificate of authentication hereon has been
executed by the Trustee referred to on the reverse hereof by manual signature,
this Note shall not be entitled to any benefits under the Indenture referred to
on the reverse hereof or be valid or obligatory for any purpose.

                         [Signatures on following page]

                                       B-2
<Page>

                IN WITNESS WHEREOF, the Issuers have caused this Note to be duly
executed.

                                       ADVANCED ACCESSORY SYSTEMS, LLC


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


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

                                       AAS CAPITAL CORPORATION


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


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


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

Dated:

BNY MIDWEST TRUST COMPANY,
as Trustee

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

                                       B-3
<Page>

                                 (Back of Note)

                          10 3/4% Senior Notes due 2011

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

                1.      INTEREST. The Issuers promise to pay interest on the
principal amount of this Note at the rate of 10 3/4% per annum from the date of
original issuance until maturity. The Issuers will pay interest and Additional
Interest semi-annually on June 15 and December 15 of each year, or if any such
day is not a Business Day, on the next succeeding Business Day (each, an
"INTEREST PAYMENT DATE"). Interest on the Note will accrue from the most recent
date to which interest has been paid or, if no interest has been paid, from the
date of issuance; PROVIDED that if there is no existing Default in the payment
of interest, and if this Note is authenticated between a record date referred to
on the face hereof and the next succeeding Interest Payment Date, interest shall
accrue from such next succeeding Interest Payment Date; PROVIDED, FURTHER, that
the first Interest Payment Date shall be [     ]. The Issuers shall pay interest
(including post-petition interest in any proceeding under any Bankruptcy Law) on
overdue payments of the principal, Purchase Price and Redemption Price of this
Note from time to time on demand at a rate that is 1% per annum in excess of the
rate then in effect; it shall pay interest (including post-petition interest in
any proceeding under any Bankruptcy Law) on overdue installments of interest and
Additional Interest, if any, (without regard to any applicable grace periods)
hereon from time to time on demand at the same rate to the extent lawful.
Interest will be computed on the basis of a 360-day year of twelve 30-day
months.

                2.      METHOD OF PAYMENT. The Issuers will pay interest on the
Notes (except defaulted interest) and Additional Interest, if any, to the
Persons who are registered Holders of Notes at the close of business on the June
1 and December 1 next preceding the Interest Payment Date, even if such Notes
are canceled after such record date and on or before such Interest Payment Date,
except as provided in Section 2.12 of the Indenture with respect to defaulted
interest. Any such installment of interest or Additional Interest, if any, not
punctually paid or duly provided for shall forthwith cease to be payable to the
registered Holders on such Interest Payment Date, and may be paid to the
registered Holders at the close of business on a special interest payment date
to be fixed by the Trustee for the payment of such defaulted interest, notice
whereof shall be given to the registered Holders not less than 10 days prior to
such special interest payment date, or may be paid at any time in any other
lawful manner not inconsistent with the requirements of any securities exchange
on which the Notes may be listed, and upon such notice as may be required by
such exchange, all as more fully provided in the Indenture. The Notes will be
payable as to principal, Redemption Price, Purchase Price, interest and
Additional Interest, if any, at the office or agency of the Issuers maintained
for such purpose within or without the City and State of New York, or, at the
option of the Issuers, payment of interest and Additional Interest may be made
by check mailed to the Holders at their addresses set forth in the register of
Holders, PROVIDED that payment by wire transfer of immediately available funds
will be required with respect to principal, Redemption Price and Purchase Price
of, and interest and Additional Interest (if any) on, all Global Notes and all
other Notes the Holders of which shall have provided wire transfer instructions
to the Trustee or the Paying Agent. Such payment shall be in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts.

                3.      PAYING AGENT AND REGISTRAR. Initially, BNY Midwest Trust
Company, the Trustee under the Indenture, will act as Paying Agent and
Registrar. The Issuers may change any Paying Agent or Registrar without notice
to any Holder. The Issuers may act in any such capacity.

                4.      INDENTURE AND GUARANTEES. The Issuers issued $150
million in aggregate principal amount of the Notes on the Issue Date under an
Indenture dated as of May 23, 2003 (the "INDENTURE") among the Issuers, the
Guarantors and the Trustee. The terms of the Notes include those stated in the
Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939, as amended (15 U.S.C. Code Sections 77aaa-77bbbb). The
Notes are subject to all such terms, and Holders are referred to the Indenture
and such Act for a statement of such terms. The Notes are general obligations of
the Issuers. Payment on each Note is guaranteed on a senior basis, jointly and
severally, by the Guarantors pursuant to Article Eleven of the Indenture.

                                       B-4
<Page>

                5.      OPTIONAL REDEMPTION. The Issuers may redeem any or all
of the Notes at any time on or after June 15, 2007, upon not less than 30 nor
more than 60 days' prior notice in amounts of $1,000 or an integral multiple
thereof at the Redemption Prices (expressed as a percentage of the principal
amount) set forth below, if redeemed during the 12-month period beginning June
15 of the years indicated below:

<Table>
<Caption>
                Year                                         Redemption Price
                ----                                         ----------------
                <S>                                              <C>
                2007.......................................      105.375%
                2008.......................................      102.688%
                2009 and thereafter........................      100.000%
</Table>

in each case together with accrued and unpaid interest and Additional Interest,
if any, to the Redemption Date.

                If less than all the Notes are to be redeemed, the Trustee will
select the particular Notes or portions thereof to be redeemed by lot, PRO RATA
or by any other method the Trustee shall deem fair and reasonable.

                6.      SPECIAL REDEMPTION. In the event Holdings completes one
or more Public Equity Offerings on or before June 15, 2006, the Issuers, at
their option, may use the net cash proceeds from any such Public Equity Offering
to redeem up to 35% of the original principal amount of the Notes (a "SPECIAL
REDEMPTION") at a Redemption Price of 110.750% of the principal amount, together
with accrued and unpaid interest and Additional Interest (if any), to the date
of redemption, PROVIDED, HOWEVER, that at least 65% of the original principal
amount of the Notes will remain outstanding immediately after each such
redemption; and PROVIDED, FURTHER, that each such redemption shall occur within
90 days after the date of the closing of the applicable Public Equity Offering.
If less than all the Notes are to be redeemed, the Trustee will select the
particular Notes or portions thereof to be redeemed by lot, only on a PRO RATA
basis or on as nearly a PRO RATA basis as is practicable (subject to DTC
procedures).

                7.      MANDATORY REDEMPTION. Except as set forth in Paragraph 9
below with respect to repurchases of Notes in certain events, the Issuers shall
not be required to make mandatory redemption payments with respect to the Notes.

                8.      NOTICE OF REDEMPTION. Subject to the provisions of the
Indenture, a notice of redemption will be mailed at least 30 days but not more
than 60 days (or 45 days in the case of Mandatory redemption) before the
Redemption Date to each Holder whose Notes are to be redeemed at its registered
address. Notes in denominations larger than $1,000 may be redeemed in part but
only in whole multiples of $1,000, unless all of the Notes held by a Holder are
to be redeemed. On and after the redemption date interest ceases to accrue on
Notes or portions thereof called for redemption.

                9.      REPURCHASE AT OPTION OF HOLDER.

                (a)     If there is a Change of Control, the Issuers shall be
required to make an offer (a "CHANGE OF CONTROL OFFER") to repurchase all or any
part (equal to $1,000 or an integral multiple thereof) of each Holder's Notes at
a Purchase Price equal to 101% of the principal amount thereof PLUS accrued and
unpaid interest and Additional Interest, if any, to the date of repurchase, in
accordance with the procedures set forth in the Indenture. Within 30 days
following any Change of Control, the Issuers shall mail a notice to each Holder
setting forth the procedures governing the Change of Control Offer as required
by the Indenture.

                (b)     Except as otherwise provided in the Indenture, on the
366th day after an Asset Sale (a "NET PROCEEDS OFFER TRIGGER DATE"), such
aggregate amount of Net Cash Proceeds which have not been applied on or before
such Net Proceeds Offer Trigger Date as permitted in clauses (3)(a), (3)(b) and
(3)(c) of paragraph (A) of Section 4.10 of the Indenture (each, a "NET PROCEEDS
OFFER AMOUNT") shall be applied by Holdings or such Restricted Subsidiary to
allow the Issuers to make an offer to purchase (the "NET PROCEEDS OFFER") to all
Holders and, to the extent required by the terms of such Pari Passu
Indebtedness, an offer to purchase to all holders of such Pari Passu
Indebtedness, on a Purchase Date not less than 30 nor more than 45 days
following the applicable Net Proceeds Offer Trigger Date, from all Holders (and
holders of any such Pari Passu Indebtedness) on a PRO RATA basis, that amount of
Notes (and Pari Passu Indebtedness) to be purchased, plus accrued and unpaid
interest thereon, if

                                       B-5
<Page>

any, to the date of purchase. Each Net Proceeds Offer will be mailed to the
record Holders as shown on the register of Holders within 25 days following the
Net Proceeds Offer Trigger Date, with a copy to the Trustee, and shall comply
with the procedures set forth in the Indenture. Upon receiving notice of the Net
Proceeds Offer, Holders may elect to tender their Notes in whole or in part in
integral multiples of $1,000 in exchange for cash. To the extent Holders
properly tender Notes and holders of Pari Passu Indebtedness properly tender
such Indebtedness in an amount exceeding the Net Proceeds Offer Amount, the
tendered Notes and Pari Passu Indebtedness will be purchased on a PRO RATA basis
based on the aggregate amounts of Notes and Pari Passu Indebtedness tendered
(and the Trustee shall select the tendered Notes of tendering Holders on a PRO
RATA basis based on the amount of Notes tendered). A Net Proceeds Offer shall
remain open for a period of 20 business days or such longer period as may be
required by law.

                10.     DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in
registered form without coupons in denominations of $1,000 and integral
multiples of $1,000. The transfer of Notes may be registered and Notes may be
exchanged as provided in the Indenture. The Registrar and the Trustee may
require a Holder, among other things, to furnish appropriate endorsements and
transfer documents and the Issuers may require a Holder to pay any taxes and
fees required by law or permitted by the Indenture. The Issuers need not
exchange or register the transfer of any Note or portion of a Note selected for
redemption, except for the unredeemed portion of any Note being redeemed in
part. Also, it need not exchange or register the transfer of any Notes for a
period of 15 days before a selection of Notes to be redeemed or during the
period between a record date and the corresponding Interest Payment Date.

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

                12.     AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain
exceptions, the Indenture, the Notes and the Guarantees may be amended or
supplemented with the consent of the Holders of at least a majority in principal
amount of the then outstanding Notes, and any existing default or compliance
with any provision of the Indenture or the Notes may be waived with the consent
of the Holders of a majority in principal amount of the then outstanding Notes.
Without the consent of any Holder of a Note, the Indenture, the Notes and the
Guarantees may be amended or supplemented to provide for the issuance of
additional Notes in accordance with the terms of the Indenture, to cure any
ambiguity, defect or inconsistency, to provide for uncertificated Notes in
addition to or in place of certificated Notes, to provide for the assumption of
the Issuers' or any Guarantor's obligations to Holders of the Notes in case of a
merger or consolidation, to make any change that would provide any additional
rights or benefits to the Holders of the Notes or that does not adversely affect
the legal rights under the Indenture of any such Holder, or to comply with the
requirements of the Commission in order to effect or maintain the qualification
of the Indenture under the Trust Indenture Act.

                13.     DEFAULTS AND REMEDIES. Events of Default include: (i)
default for 30 days in the payment when due of interest or Additional Interest,
if any, on the Notes; (ii) default in payment when due of principal, Redemption
Price or Purchase Price of the Notes when the same becomes due and payable at
maturity, upon redemption, repurchase or otherwise (including the failure to
make a payment to purchase Notes tendered pursuant to a Change of Control Offer
or a Net Proceeds Offer); (iii) failure by an Issuer or any Guarantor to comply
with any covenant contained in the Indenture for 45 days after notice to such
Issuer or such Guarantor by the Trustee or the Holders of at least 25% of the
aggregate principal amount of the Notes outstanding; (iv) default under certain
other agreements relating to Indebtedness of Holdings and certain of its
Subsidiaries which default (a) is caused by a failure to pay any amount due at
the stated maturity thereof or (b) results in the acceleration of such
Indebtedness prior to its express maturity and, in each case, the principal
amount of such Indebtedness, together with the principal amount of any other
such Indebtedness under which there has been a default for failure to pay
principal at final maturity or the maturity of which has been so accelerated,
aggregates $10.0 million or more and such failure shall not have been cured or
waived within 30 days thereof; (v) certain final judgments for the payment of
money that remain undischarged for a period of 60 days, PROVIDED that the
aggregate of all such undischarged judgments exceeds $10.0 million; and (vi)
certain events of bankruptcy or insolvency with respect to Holdings, the Company
or any Significant Subsidiary of Holdings. If any Event of Default occurs and is
continuing, the Trustee or the Holders of at least 25% in principal amount of
the then outstanding Notes may declare all the Notes to be due and payable
immediately. Upon any such declaration, the entire principal amount of, and
accrued and unpaid interest and Additional

                                       B-6
<Page>

Interest, if any, on the Notes shall become immediately due and payable.
Notwithstanding the foregoing, in the case of an Event of Default arising from
certain events of bankruptcy or insolvency, all outstanding Notes will become
due and payable without further action or notice. Holders may not enforce the
Indenture or the Notes except as provided in the Indenture. Subject to certain
limitations, Holders of a majority in principal amount of the then outstanding
Notes may direct the Trustee in its exercise of any trust or power. The Trustee
may withhold from Holders of the Notes notice of any continuing Default or Event
of Default (except a Default or Event of Default relating to payment on any
Note) if it determines that withholding notice is in their interest. The Holders
of a majority in principal amount of the Notes may waive any existing or past
Default or Event of Default under the Indenture, and its consequences, except a
default in the payment of the principal of, or interest on any Notes. The
Issuers are required to deliver to the Trustee annually a statement regarding
compliance with the Indenture, and the Issuers are required upon becoming aware
of any Default or Event of Default, to deliver to the Trustee a statement
specifying such Default or Event of Default.

                14.     TRUSTEE DEALINGS WITH ISSUERS. Subject to certain
limitations, the Trustee under the Indenture, in its individual or any other
capacity, may become owner or pledge of Notes and may otherwise deal with the
Issuers or their Affiliates as if it were not Trustee.

                15.     NO RECOURSE AGAINST OTHERS. No past, present or future
director, manager, officer, employee, incorporator (or Person forming any
limited liability company), agent, member or stockholder of the Issuers, as
such, shall have any liability for any obligations of the Issuers under the
Notes, the Guarantees or the Indenture or for any claim based on, in respect of,
or by reason of, such obligations or their creation. Each Holder by accepting a
Note waives and releases all such liability. The waiver and release are part of
the consideration for the issuance of the Notes.

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

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

                18.     DISCHARGE PRIOR TO MATURITY. If the Issuers deposit with
the Trustee or Paying Agent cash or U.S. Government Securities sufficient to pay
the principal or Redemption Price of, and interest and Additional Interest, if
any, on, the Notes to maturity or a specified Redemption Date and satisfies
certain conditions specified in the Indenture, the Issuers will be discharged
from the Indenture, except for certain Sections thereof.

                19.     GOVERNING LAW. The Indenture, the Guarantees and this
Note shall be governed by and construed in accordance with the laws of the State
of New York but without giving effect to applicable principles of conflicts of
law to the extent that the application of the law of another jurisdiction would
be required thereby. Each of the Issuers, the Guarantors and the Trustee hereby
irrevocably submits to the jurisdiction of any New York state court sitting in
the Borough of Manhattan in the City of New York or any federal court sitting in
the Borough of Manhattan in the City of New York in respect of any suit, action
or proceeding arising out of or relating to the Indenture and the Notes, and
irrevocably accept for itself and in respect of its property, generally and
unconditionally, jurisdiction of the aforesaid courts. Each of the Issuers, the
Guarantors and the Trustee irrevocably waives, to the fullest extent that it may
effectively do so under applicable law, trial by jury and any objection which it
may now or hereafter have to the laying of the venue of any such suit, action or
proceeding brought in any such court and any claim that any such suit, action or
proceeding brought in any such court has been brought in an inconvenient forum.
Nothing herein shall affect the right of the Trustee or any Holder of the Notes
to serve process in any other manner permitted by law or to commence legal
proceedings or otherwise proceed against the Issuers or any Guarantor in any
other jurisdiction.

                20.     CUSIP NUMBERS. Pursuant to a recommendation promulgated
by the Committee on Uniform Security Identification Procedures, the Issuers have
caused CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP
numbers in notices of redemption as a convenience to Holders. No representation
is made

                                       B-7
<Page>

as to the correctness or accuracy of such numbers either as printed on the Notes
or as contained in any notice of redemption or repurchase and reliance may be
placed only on the other identification numbers placed thereon.

                The Issuers will furnish to any Holder upon written request and
without charge a copy of the Indenture. Request may be made to:

                                Advanced Accessory Systems, LLC
                                Sterling Town Center
                                12900 Hall Road, Suite 200
                                Sterling Heights, Michigan 48313
                                Attention: Secretary

                                       B-8
<Page>

                                 ASSIGNMENT FORM

                To assign this Note, fill in the form below:

                (I) or (we) assign and transfer this Note to

________________________________________________________________________________
                  (Insert assignee's soc. sec. or tax I.D. no.)

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________
              (Print or type assignee's name address and zip code)

and irrevocably appoint ________________________________________________________
agent to transfer this Note on the books of the Issuers. The agent may
substitute another to act for him.

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

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

               Signature Guarantee:
                                    --------------------------------------------
                                       (Participant in recognized signature
                                       guarantee medallion program)

                                       B-9
<Page>

                       OPTION OF HOLDER TO ELECT PURCHASE

                If you wish to elect to have all or any portion of this Note
purchased by the Issuers pursuant to Section 4.10 ("NET PROCEEDS OFFER") or
Section 4.15 ("CHANGE OF CONTROL OFFER") of the Indenture, check the applicable
boxes

                / / Net Proceeds Offer:          / / Change of Control Offer:

                    in whole          / /            in whole          / /

                    in part           / /            in part           / /

                    Amount to be                     Amount to be
                    purchased: $___________          purchased: $___________


                Dated: ____________________  Signature:
                                                        ----------------------
                                                        (Sign exactly as your
                                                        name appears on the
                                                        other side of this Note)

                Signature Guarantee:
                                     -------------------------------------------
                                        (Participant in recognized signature
                                        guarantee medallion program)

                Social Security Number or
                Taxpayer Identification Number: ________________________________

                                      B-10
<Page>

                                                                       EXHIBIT C

                                    GUARANTEE

                For value received, the undersigned hereby unconditionally
guarantees, as principal obligor and not only as a surety, to the Holder of this
Note the cash payments in United States dollars of principal of, premium, if
any, and interest on this Note (and including Additional Interest payable
thereon) in the amounts and at the times when due and interest on the overdue
principal, premium, if any, and interest, if any, of this Note, if lawful, and
the payment or performance of all other Obligations of the Issuers under the
Indenture (as defined below) or the Note, to the Holder of this Note and the
Trustee, all in accordance with and subject to the terms and limitations of this
Note, Article Eleven of the Indenture and this Guarantee. This Guarantee will
become effective in accordance with Article Eleven of the Indenture and its
terms shall be evidenced therein. The validity and enforceability of this
Guarantee shall not be affected by the fact that it is not affixed to any
particular Note. Capitalized terms used but not defined herein shall have the
meanings ascribed to them in the Indenture dated as of May 23, 2003, among
Advanced Accessory Systems, LLC, a Delaware limited liability company (the
"COMPANY") and AAS Capital Corporation, a Delaware corporation ("AAS" and,
together with the Company, the "ISSUERS"), as joint and several obligors, each
of the Guarantors named therein and BNY Midwest Trust Company, as trustee (the
"TRUSTEE") (as amended or supplemented, the "INDENTURE").

                THIS GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE
PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAW OF
ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. Each Guarantor hereby agrees to
submit to the jurisdiction of the courts of the State of New York in any action
or proceeding arising out of or relating to this Guarantee.

                         [Signatures on following page]

                                       C-1
<Page>

                This Guarantee is subject to release upon the terms set forth in
the Indenture.

                                         [GUARANTOR]


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

                                       C-2
<Page>

                                                                    EXHIBIT D(1)

                        FORM OF REGULATION S CERTIFICATE

                                                     ___________________,_______


BNY Midwest Trust Company
2 North LaSalle Street, Suite 1020
Chicago, Illinois 60602

Attention: Corporate Trust Department

                Re:  Advanced Accessory Systems, LLC and AAS Capital Corporation
                     (the "Issuers") 10 3/4% Senior Notes due 2011 (the "Notes")
                     -----------------------------------------------------------

Dear Sirs:

                This letter relates to U.S. $ ______________ principal amount at
maturity of Notes represented by a certificate (the "LEGENDED CERTIFICATE")
which bears a legend outlining restrictions upon transfer of such Legended
Certificate. Pursuant to Section 2.1 of the Indenture (the "INDENTURE") dated as
of May 23, 2003 relating to the Notes, we hereby certify that we are (or we will
hold such securities on behalf of) a person outside the United States to whom
the Notes could be transferred in accordance with Rule 904 of Regulation S
promulgated under the U.S. Securities Act of 1933, as amended.

                You and the Issuers are entitled to rely upon this letter and
are irrevocably authorized to produce this letter or a copy hereof to any
interested party in any administrative or legal proceedings or official inquiry
with respect to the matters covered hereby. Terms used in this letter have the
meanings set forth in Regulation S).

                                         Very truly yours,

                                         [Name of Holder]


                                         By:
                                              ----------------------------------
                                                     Authorized Signature

                                     D(1)-1
<Page>

                                                                    EXHIBIT D(2)

                           CERTIFICATE TO BE DELIVERED
               UPON EXCHANGE OR REGISTRATION OF TRANSFER OF NOTES

                                                       _________________, ______


BNY Midwest Trust Company
2 North LaSalle Street, Suite 1020
Chicago, Illinois 60602

Attention: Corporate Trust Department

                Re:  Advanced Accessory Systems, LLC and AAS Capital Corporation
                     (the "Issuers") 10 3/4% Senior Notes due 2011 (the "Notes")
                     -----------------------------------------------------------

Dear Sirs:

                This Certificate relates to $ _____________ principal amount of
Notes held in *____ book-entry or * _____ certificated form by
____________________(the "TRANSFEROR").

                The Transferor:*

                / / has requested the Trustee by written order to deliver in
exchange for its beneficial interest in the Global Note held by the Depositary a
Note or Notes in certificated, registered form of authorized denominations in an
aggregate principal amount equal to its beneficial interest in such Global Note
(or the portion thereof indicated above); or

                / / has requested the Trustee by written order to exchange or
register the transfer of a Note or Notes.

                In connection with such request and in respect of each such
Note, the Transferor does hereby certify that Transferor is familiar with the
Indenture relating to the above captioned Notes and as provided in Section 2.6
of such Indenture, the transfer of this Note does not require registration under
the Securities Act (as defined below) because:*

                / / Such Note is being acquired for the Transferor's own
account, without transfer.

                / / Such Note is being transferred to a "QUALIFIED INSTITUTIONAL
BUYER" (as defined in Rule 144A under the Securities Act of 1933, as amended
(the "SECURITIES ACT")) in reliance on Rule 144A.

                / / Such Note is being transferred to an "ACCREDITED INVESTOR"
(as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) in
accordance with Regulation D under the Securities Act.

----------
*       Check applicable box

                                     D(2)-1
<Page>

                / / Such Note is being transferred pursuant to an exemption from
registration in accordance with Regulation S under the Securities Act.

                / / Such Note is being transferred in accordance with Rule 144
under the Securities Act, or pursuant to an effective registration statement
under the Securities Act.

                / / Such Note is being transferred in reliance on and in
compliance with an exemption from the registration requirements of the
Securities Act, other than Rule 144A, 144 or Rule 904 under the Securities Act.
An Opinion of Counsel to the effect that such transfer does not require
registration under the Securities Act accompanies this Certificate.

                                         Very truly yours,


                                         _______________________________________
                                         [INSERT NAME OF TRANSFEROR]


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

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

                                     D(2)-2
<Page>

                                                                       EXHIBIT E

                            FORM OF CERTIFICATE TO BE
                          DELIVERED IN CONNECTION WITH
                    TRANSFERS TO NON QIB ACCREDITED INVESTORS

                                                  ______________________,_______


BNY Midwest Trust Company
2 North LaSalle Street, Suite 1020
Chicago, Illinois 60602

Attention: Corporate Trust Department

                Re:  Advanced Accessory Systems, LLC and AAS Capital Corporation
                     (the "Issuers") 10 3/4% Senior Notes due 2011 (the "Notes")
                     -----------------------------------------------------------

Dear Sirs:

                In connection with our proposed purchase of 10 3/4% Senior Notes
due 2011 (the "NOTES") of the Issuers, we confirm that:

                1.      We understand that any subsequent transfer of the Notes
is subject to certain restrictions and conditions set forth in the Indenture
dated as of May 23, 2003 relating to the Notes (the "INDENTURE") and the
undersigned agrees to be bound by, and not to resell, pledge or otherwise
transfer the Notes except in compliance with such restrictions and conditions
and the Securities Act of 1933, as amended (the "SECURITIES ACT").

                2.      We understand that the Notes have not been registered
under the Securities Act or any other applicable securities law, and that the
Notes may not be offered, sold or otherwise transferred except as permitted in
the following sentence. We agree, on our own behalf and on behalf of any
accounts for which we are acting as hereinafter stated, that if we should offer,
sell, transfer, pledge, hypothecate or otherwise dispose of any Notes within two
years after the original issuance of the Notes, we will do so only (A) to the
Issuers or any subsidiary thereof, (B) inside the United States to a "qualified
institutional buyer" in compliance with Rule 144A under the Securities Act, (C)
inside the United States to an institutional "accredited investor" (as defined
below) that, prior to such transfer, furnishes to you a signed letter
substantially in the form of this letter, (D) outside the United States to a
foreign person in compliance with Rule 904 of Regulation S under the Securities
Act, (E) pursuant to the exemption from registration provided by Rule 144 under
the Securities Act (if available) (F) in accordance with another exemption from
the registration requirements of the Securities, or (G) pursuant to an effective
registration statement under the Securities Act, and we further agree to provide
to any person purchasing any of the Notes from us a notice advising such
purchaser that resales of the Notes are restricted as stated herein and in the
Indenture.

                3.      We understand that, on any proposed transfer of any
Notes prior to the later of the original issue date of the Securities and the
last date the Notes were held by an affiliate of the Issuers pursuant to
paragraphs 2(C), 2(D) and 2(E) above, we will be required to furnish to you and
the Issuers such certifications, legal opinions and other information as you and
the Issuers may reasonably require to confirm that the proposed transfer
complies with the foregoing restrictions. We further understand that the Notes
purchased by us will bear a legend to the foregoing effect.

                4.      We are an institutional "ACCREDITED INVESTOR" (as
defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) and have
such knowledge and experience in financial and business matters as to be capable
of evaluating the merits and risks of our investment in the Notes, and we and
any accounts for which we are acting

                                       E-1
<Page>

are acquiring the Notes for investment purposes and not with a view to, or offer
of sale in connection with, any distribution in violation of the Securities Act,
and we are each able to bear the economic risk of our or its investment.

                5.      We are acquiring the Notes purchased by us for our own
account or for one or more accounts (each of which is an institutional
"accredited investor") as to each of which we exercise sole investment
discretion.

                You and the Issuers are entitled to rely upon this letter and
are irrevocably authorized to produce this letter or a copy hereof to any
interested party in any administrative or legal proceedings or official inquiry
with respect to the matters covered hereby.

                                         Very truly yours,

                                         (Name of Transferee)


                                         By:
                                              ----------------------------------
                                                     Authorized Signature

                                       E-2
<Page>

                                                                       EXHIBIT F

                       FORM OF CERTIFICATE TO BE DELIVERED
                          IN CONNECTION WITH TRANSFERS
                            PURSUANT TO REGULATION S

                                                      __________________, ______


BNY Midwest Trust Company
Attention: Corporate Trust Department
2 North LaSalle Street, Suite 1020
Chicago, Illinois 60602

                Re:  Advanced Accessory Systems, LLC and AAS Capital Corporation
                     (the "Issuers") 10 3/4% Senior Notes due 2011 (the "Notes")
                     -----------------------------------------------------------

Dear Sirs:

                In connection with our proposed sale of $_________ aggregate
principal amount at maturity of the Notes, we confirm that such sale has been
effected pursuant to and in accordance with Regulation S under the Securities
Act of 1933, as amended, and, accordingly, we represent that:

                (1)     the offer of the Notes was not made to a person in the
United States;

                (2)     at the time the buy order was originated, the transferee
was outside the United States or we and any person acting on our behalf
reasonably believed that the transferee was outside the United States;

                (3)     no directed selling efforts have been made by us in the
United States in contravention of the requirements of Rule 903(b) or Rule 904(b)
of Regulation S, as applicable; and

                (4)     the transaction is not part of a plan or scheme to evade
the registration requirements of the U.S. Securities Act of 1913.

                You and the Issuers are entitled to rely upon this letter and
are irrevocably authorized to produce this letter or a copy hereof to any
interested party in any administrative or legal proceedings or official inquiry
with respect to the matters covered hereby. Terms used in this letter have the
meanings set forth in Regulation S.

                                         Very truly yours,

                                         [Name of Transferor]


                                         By:
                                              ----------------------------------
                                                     Authorized Signature

                                       F-1